Common use of Authority Relative to this Agreement Clause in Contracts

Authority Relative to this Agreement. The Buyer has all requisite power and authority to execute and deliver the Transaction Documents to which it is a party, to perform its obligations thereunder and to consummate the Contemplated Transactions. The execution and delivery of the Transaction Documents to which it is a party, the performance of its obligations thereunder and the consummation of the Contemplated Transactions, including, without limitation, the Stock Purchase, have been duly and validly authorized by all required corporate or other action on the part of the Buyer, and no other corporate or other proceedings on the part of Buyer are necessary to authorize the Transaction Documents to which it is a party or to consummate the Contemplated Transactions. This Agreement has been, and each of the other Transaction Documents to which it is a party will be, duly and validly executed and delivered by the Buyer and, assuming this Agreement has been, and each of the other Transaction Documents to which it is a party will be, duly authorized, executed and delivered by the other parties thereto, this Agreement constitutes, and each of the other Transaction Documents to which it is a party will constitute, a legal, valid and binding obligation of the Buyer, enforceable against it in accordance with their respective terms, except as limited by applicable Bankruptcy and Equity Principles. The shares of Buyer Common Stock payable by the Buyer under this Agreement have been duly authorized and, upon issuance in accordance with the terms of this Agreement, will be validly issued, fully paid and non-assessable, issued free from preemptive rights, free and clear of all Encumbrances (other than those created or incurred by any Stockholder) and in compliance with applicable U.S. state and federal securities Laws.

Authority Relative to this Agreement. (a) The Buyer Company has all requisite necessary corporate power and authority to execute and deliver the Transaction Documents to which it is a partythis Agreement, to perform its obligations thereunder and hereunder and, subject in the case of the Merger to obtaining the Required Shareholder Vote, to consummate the Contemplated Transactions. The execution execution, delivery and delivery of the Transaction Documents to which it is a party, the performance of its obligations thereunder this Agreement by the Company and the consummation by the Company of the Contemplated Transactions, including, without limitation, the Stock Purchase, Transactions have been duly and validly authorized by all required necessary corporate or action, and no other action corporate proceedings on the part of the Buyer, and no other corporate or other proceedings on the part of Buyer Company are necessary to authorize the Transaction Documents to which it is a party this Agreement or to consummate the Contemplated TransactionsTransactions (other than, with respect to the Merger, the Required Shareholder Vote and the filing and recordation of appropriate merger documents as required by Israeli Companies Law). This Agreement has been, and each of the other Transaction Documents to which it is a party will be, been duly and validly executed and delivered by the Buyer Company and, assuming this Agreement has beenthe due authorization, execution and each of the other Transaction Documents to which it is a party will bedelivery by Parent and Merger Sub, duly authorized, executed and delivered by the other parties thereto, this Agreement constitutes, and each of the other Transaction Documents to which it is a party will constitute, constitutes a legal, valid and binding obligation of the BuyerCompany, enforceable against it the Company in accordance with their respective its terms, except as limited by that (i) such enforcement may be subject to applicable Bankruptcy bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally, and Equity Principles. (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (b) The shares Company Board, at a meeting duly called and held on November 27, 2012, at which all of Buyer Common Stock payable by the Buyer under directors of the Company were present, unanimously (i) determined that this Agreement have been duly authorized andand the Transactions are advisable, upon issuance in accordance with the terms of this Agreementfair to, will be validly issued, fully paid and non-assessable, issued free from preemptive rights, free and clear of all Encumbrances (other than those created or incurred by any Stockholder) and in compliance with applicable U.S. state the best interests of the holders of Company Shares, (ii) approved and federal securities Lawsadopted this Agreement and the Transactions, and (iii) recommended that the holders of Company Shares approve and adopt this Agreement and the Transactions, which actions and resolutions have not, as of the date hereof, been subsequently rescinded, modified or withdrawn in any way.

Authority Relative to this Agreement. The Buyer Company has all the requisite corporate power and authority to execute and deliver this Agreement and, subject to approval of this Agreement by the Transaction Documents to which it is a partyholders of two-thirds of the outstanding Shares in accordance with the MBCL, to perform its obligations thereunder and to consummate the Contemplated Transactionstransactions contemplated hereby. The execution and delivery of the Transaction Documents to which it is a party, the performance of its obligations thereunder This Agreement and the consummation by the Company of the Contemplated Transactions, including, without limitation, the Stock Purchase, transactions contemplated hereby have been duly and validly authorized by all required the Board of Directors of the Company and no other corporate or other action proceedings on the part of the Buyer, and no other corporate or other proceedings on the part of Buyer Company are necessary to authorize the Transaction Documents to which it is a party this Agreement or to consummate the Contemplated Transactionstransactions contemplated hereby (other than, with respect to the Merger, the approval of this Agreement by the holders of two-thirds of the outstanding Shares in accordance with the MBCL). This Agreement has been, and each of the other Transaction Documents to which it is a party will be, been duly and validly executed and delivered by the Buyer Company and, assuming this Agreement has been, and each of constitutes the other Transaction Documents to which it is a party will be, duly authorized, executed and delivered by the other parties thereto, this Agreement constitutes, and each of the other Transaction Documents to which it is a party will constitute, a legal, valid and binding obligation agreement of Parent and Newco, constitutes the valid and binding agreement of the BuyerCompany, enforceable against it the Company in accordance with their respective its terms, except as that the enforcement hereof may be limited by applicable Bankruptcy (a) bankruptcy, insolvency, reorganization, moratorium or other similar Laws now or hereafter in effect relating to creditors' rights generally and Equity Principles(b) general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). The shares of Buyer Common Stock payable by the Buyer under this Agreement have been duly authorized andCompany has taken, upon issuance or will take in accordance with Section 6.14, all action necessary to ensure that, so long as this Agreement shall not have been terminated pursuant to Article VIII hereof, no "Rights" (as that term is defined in that certain Rights Agreement dated as of September 23, 1993 (the terms "Rights Agreement"), between the Company and First Chicago Trust Company of New York, a New York corporation) are issued or required to be issued to the stockholders of the Company by virtue of the execution and delivery of this Agreement or the Textron Voting Agreement. The Company and each Company Subsidiary have taken all necessary action to exempt the transactions contemplated by this Agreement and the Textron Voting Agreement from, or if necessary to challenge the validity or applicability of, any applicable "moratorium," "fair price," "business combination," "control share" or other state anti- takeover Laws (collectively, "Takeover Laws"), including, without limitation, Chapters 110C, 110D, 110E and 110F of the Massachusetts General Laws. Each of the Company and each Company Subsidiary has taken all action so that the entering into of this Agreement and the Textron Voting Agreement and the consummation of the Merger and the other transactions contemplated by this Agreement and the Textron Voting Agreement do not and will not result in the grant of any rights to any person under the Articles of Organization or Articles or Certificate of Incorporation, By-Laws or other governing instruments of the Company or any Company Subsidiary or restrict or impair the ability of Parent or any of its subsidiaries to vote, or otherwise to exercise the rights of a shareholder with respect to, shares of the Company or any Company Subsidiary that may be validly issued, fully paid and non-assessable, issued free from preemptive rights, free and clear of all Encumbrances (other than those created directly or incurred indirectly acquired or controlled by it or to otherwise engage in transactions with the Company or any Stockholder) and in compliance with applicable U.S. state and federal securities LawsCompany Subsidiary.

Authority Relative to this Agreement. (a) The Buyer Company has all requisite necessary corporate power and authority to execute and deliver the Transaction Documents to which it is a partythis Agreement, to perform its obligations thereunder hereunder and to consummate the Contemplated Transactions. The execution and delivery of this Agreement by the Transaction Documents to which it is a party, the performance of its obligations thereunder Company and the consummation by the Company of the Contemplated Transactions, including, without limitation, the Stock Purchase, Transactions have been duly and validly authorized by all required necessary corporate or action, and no other action corporate proceedings on the part of the Buyer, and no other corporate or other proceedings on the part of Buyer Company are necessary to authorize the Transaction Documents to which it is a party this Agreement or to consummate the Contemplated TransactionsTransactions (other than, with respect to the Merger, the approval and adoption of this Agreement by the affirmative vote of a majority of the then outstanding Shares, if and to the extent required by applicable law, and the filing and recordation of appropriate merger documents as required by Delaware Law). This Agreement has been, and each of the other Transaction Documents to which it is a party will be, been duly and validly executed and delivered by the Buyer Company and, assuming this Agreement has beenthe due authorization, execution and each of the other Transaction Documents to which it is a party will bedelivery by Parent and Purchaser, duly authorized, executed and delivered by the other parties thereto, this Agreement constitutes, and each of the other Transaction Documents to which it is a party will constitute, constitutes a legal, valid and binding obligation of the Buyer, Company enforceable against it the Company in accordance with their respective its terms, except as limited by applicable Bankruptcy and Equity Principles. . (b) The shares of Buyer Common Stock payable by the Buyer under this Agreement have Company hereby represents that (i)the Special Committee has been duly authorized andand constituted, upon issuance (ii)the Special Committee, at a meeting thereof duly called and held on May 14, 1999, determined that this Agreement and the Transactions are fair to and in accordance with the terms best interests of this Agreement, will be validly issued, fully paid and non-assessable, issued free from preemptive rights, free and clear the stockholders of all Encumbrances the Company (other than those created or incurred by any Stockholderthe Parent and its affiliates), and (iii)the Board of Directors of the Company, at a meeting thereof duly called and held on May 14, 1999, (A) determined that this Agreement and the Transactions are fair to and in compliance with the best interests of the stockholders of the Company, (B) determined that it is advisable for the Company to enter into, and, if and to the extent required by applicable U.S. state law, for the stockholders of the Company to approve and federal securities Lawsadopt, this Agreement and the Transactions, (C) approved and adopted this Agreement and the Transactions, including the Offer and the Merger and (D) recommended that the stockholders of the Company tender their shares Pursuant to the Offer and, if and to the extent required by applicable law, approve and adopt this Agreement and the Merger.

Authority Relative to this Agreement. The Buyer Subject to the receipt of the Magellan Stockholder Approval, (i) Magellan has all requisite the full corporate power and authority to execute and deliver the Transaction Documents to which it is a party, to perform its obligations thereunder this Agreement and to consummate the Contemplated Transactions. The transactions contemplated hereby; (ii) the execution, delivery and performance by Magellan of this Agreement, and the consummation by it of the transactions contemplated hereby, have been duly authorized, and no other corporate proceedings on the part of Magellan are necessary to authorize the execution, delivery and performance by Magellan of this Agreement and the consummation of the transactions contemplated hereby; and (iii) this Agreement has been duly executed and delivered by Magellan and, assuming the due authorization, execution and delivery of the Transaction Documents to which it is a partyother Parties, the performance of its obligations thereunder and the consummation of the Contemplated Transactions, including, without limitation, the Stock Purchase, have been duly and validly authorized by all required corporate or other action on the part of the Buyerconstitutes, and no each other corporate agreement, instrument or other proceedings on the part of Buyer are necessary to authorize the Transaction Documents to which it is a party document executed or to consummate be executed by Magellan in connection with the Contemplated Transactions. This Agreement transactions contemplated hereby has been, and each of the other Transaction Documents to which it is a party or when executed will be, duly and validly executed and delivered by the Buyer Magellan and, assuming this Agreement has beenthe due authorization, execution and each delivery of the other Transaction Documents to which it is a party will beParties, duly authorizedconstitutes, or when executed and delivered by the other parties thereto, this Agreement constitutes, and each of the other Transaction Documents to which it is a party will constitute, a legal, valid and legally binding obligation of the Buyer, Magellan enforceable against it Magellan in accordance with their respective terms, except as that such enforceability may be limited by (A) applicable Bankruptcy bankruptcy, insolvency, reorganization, moratorium and Equity Principles. The shares similar laws affecting creditors’ rights generally and (B) equitable principles that may limit the availability of Buyer Common Stock payable by the Buyer under this Agreement have been duly authorized andcertain equitable remedies (such as specific performance) in certain instances (collectively, upon issuance in accordance with the terms of this Agreement, will be validly issued, fully paid and non-assessable, issued free from preemptive rights, free and clear of all Encumbrances (other than those created or incurred by any Stockholder) and in compliance with applicable U.S. state and federal securities Laws“Creditor Rights”).

Authority Relative to this Agreement. The Buyer Each of Trimble and the Company has all requisite necessary corporate and limited liability company, as applicable, power and authority to execute authority, and deliver the Transaction Documents to which it is a partyhas taken all corporate and limited liability company action necessary, to authorize, execute, deliver and perform its obligations thereunder this Agreement and to consummate the Contemplated Transactions. The execution and delivery of the Transaction Documents to which it is a party, the performance of its obligations thereunder and the consummation of the Contemplated Transactions, including, without limitation, the Stock Purchase, have been duly and validly authorized by all required corporate or other action on the part of the Buyer, and no other corporate or other proceedings on the part of Buyer are necessary to authorize the Transaction Documents each Ancillary Agreement to which it is a party or and to consummate the Contemplated Transactionstransactions contemplated by this Agreement and the Ancillary Agreements, in accordance with the terms of this Agreement and the Ancillary Agreements, as applicable, and no other corporate and limited liability company action on the part of Trimble or the Company, as applicable, is necessary to authorize the execution, delivery and performance of this Agreement and the Ancillary Agreements or the consummation of the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Agreement when executed by each of Trimble and the other Transaction Documents to which it is a party Company will be, duly and validly executed and delivered by Trimble and the Buyer Company, as applicable, and, assuming the due authorization, execution and delivery by the other parties to this Agreement has been, and each of the other Transaction Documents Ancillary Agreement to which it is party, constitutes (or in the case of each Ancillary Agreements, will constitute) a party will bevalid, duly authorized, executed legal and delivered by the other parties thereto, this Agreement constitutes, and binding agreement of each of Trimble and the other Transaction Documents to which it is a party will constituteCompany, a legal, valid and binding obligation of the Buyeras applicable, enforceable against it Trimble and the Company, as applicable, in accordance with their respective its terms, except subject to the effect of any applicable Laws relating to bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or preferential transfers, or similar Laws relating to or affecting creditors’ rights generally and subject, as limited by applicable Bankruptcy and Equity Principles. The shares to enforceability, to the effect of Buyer Common Stock payable by the Buyer under this Agreement have been duly authorized and, upon issuance general principles of equity (regardless of whether such enforceability is considered in accordance with the terms of this Agreement, will be validly issued, fully paid and non-assessable, issued free from preemptive rights, free and clear of all Encumbrances (other than those created a proceeding at law or incurred by any Stockholder) and in compliance with applicable U.S. state and federal securities Lawsequity).

Authority Relative to this Agreement. The Buyer Company has all requisite necessary corporate power and authority to execute and deliver this Agreement, the Certificate of Designation, and the Registration Rights Amendment (collectively, the "Transaction Documents to which it is a party, Documents") and to perform its obligations hereunder and thereunder and to consummate the Contemplated Transactionstransactions contemplated hereby and thereby. The execution and delivery of each of the Transaction Documents to which it is a party, by the performance of its obligations thereunder Company and the consummation by the Company of the Contemplated Transactions, including, without limitation, the Stock Purchase, transactions contemplated thereby have been duly and validly authorized by all required necessary corporate or action, and no other action corporate proceedings on the part of the Buyer, and no other corporate or other proceedings on the part of Buyer Company are necessary to authorize the Transaction Documents to which it is a party or to consummate the Contemplated Transactionstransactions so contemplated, other than as contemplated by Section 4.1. This The Special Committee (the "Special Committee") of the Board of Directors (all of such committee members being Disinterested Directors) and the Board of Directors of the Company have each determined that it is advisable and in the best interest of the holders of the Company's Common Stock for the Company to consummate the transactions contemplated by this Agreement has been, upon the terms and subject to the conditions herein. Each of this Agreement and each of the other Transaction Documents to which it is a party will be, has been duly and validly executed and delivered by the Buyer Company and, assuming this Agreement has beenthe due authorization, execution and each of the other Transaction Documents to which it is a party will be, duly authorized, executed and delivered delivery by the other parties theretoPurchasers, this Agreement constitutes, and each of the other Transaction Documents to which it is a party will constitute, constitutes a legal, valid and binding obligation of the Buyer, Company enforceable against it the Company in accordance with their respective its terms, except as limited by applicable Bankruptcy and Equity Principles. The shares of Buyer Common Stock payable by the Buyer under this Agreement have been duly authorized andthat (i) such enforcement may be subject to bankruptcy, upon issuance insolvency, reorganization, moratorium or other similar laws now or hereafter in accordance with the terms of this Agreement, will be validly issued, fully paid and non-assessable, issued free from preemptive effect relating to creditors' rights, free and clear (ii) the remedy of all Encumbrances (specific performance and injunctive and other than those created or incurred by forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any Stockholder) and in compliance with applicable U.S. state and federal securities Lawsproceeding therefor may be brought.

Authority Relative to this Agreement. The Buyer Company has all requisite full corporate power and authority to execute and deliver the Transaction Documents to which it is a party, to perform its obligations thereunder this Agreement and to consummate the Contemplated Transactionstransactions contemplated hereby. The execution and delivery of the Transaction Documents to which it is a party, the performance of its obligations thereunder this Agreement and the consummation of the Contemplated Transactions, including, without limitation, the Stock Purchase, transactions contemplated hereby have been duly and validly authorized by all required the Company's Board of Directors and no other corporate or other action proceedings on the part of the Buyer, and no other corporate or other proceedings on the part of Buyer Company are necessary to authorize the Transaction Documents to which it is a party execution and delivery of this Agreement or to consummate the Contemplated Transactionstransactions so contemplated (other than the adoption of this Agreement by the stockholders of the Company in accordance with the DGCL and the Certificate of Incorporation and By-Laws of the Company). This Agreement has been, and each of the other Transaction Documents to which it is a party will be, been duly and validly executed and delivered by the Buyer Company, and, assuming subject insofar as Article II of this Agreement has been, is concerned to the approval and each adoption of this Agreement by the stockholders of the other Transaction Documents to which it is a party will beCompany, duly authorized, executed and delivered by constitutes the other parties thereto, this Agreement constitutes, and each of the other Transaction Documents to which it is a party will constitute, a legal, valid and binding obligation agreement of the BuyerCompany, enforceable against it the Company in accordance with their respective its terms, except as to the extent that enforceability thereof may be limited by applicable Bankruptcy bankruptcy, insolvency, reorganization or other laws affecting the enforcement of creditors' rights generally and Equity Principlesby principles of equity regarding the availability of remedies. The shares Company and its Board of Buyer Common Stock payable Directors have approved this Agreement and the Stockholder Agreement and the transactions contemplated hereby and thereby, including, without limitation, the Offer, the Merger and the agreements by the Buyer under this Agreement Selling Stockholders to tender their Shares, and the Company and the Board of Directors have been duly authorized and, upon issuance in accordance with taken all steps necessary to render Section 203 of the terms of DGCL inapplicable to this Agreement, will be validly issuedthe Stockholder Agreement and the transactions contemplated hereby and thereby, fully paid and non-assessableincluding without limitation, issued free from preemptive rightsthe Merger, free and clear the Offer (regardless of all Encumbrances (other than those created or incurred by any Stockholderwhether this Agreement is terminated) and in compliance with applicable U.S. state and federal securities Lawsthe agreements by the Selling Stockholders to tender their Shares (regardless of whether this Agreement is terminated).

Authority Relative to this Agreement. The Buyer Company has all requisite necessary corporate power and authority to execute and deliver the Transaction Documents to which it is a partythis Agreement, to perform its obligations thereunder hereunder and to consummate the Contemplated Transactionstransactions contemplated by this Agreement, including all actions required to be taken by the Company hereunder in connection with the Merger and the Offer. The execution and delivery of this Agreement by the Transaction Documents to which it is a party, the performance of its obligations thereunder Company and the consummation by the Company of the Contemplated Transactions, including, without limitation, the Stock Purchase, transactions contemplated by this Agreement have been duly and validly authorized by all required necessary corporate or action, and no other action corporate proceedings on the part of the Buyer, and no other corporate or other proceedings on the part of Buyer Company are necessary to authorize the Transaction Documents to which it is a party this Agreement or to consummate the Contemplated Transactionstransactions contemplated by this Agreement (other than, with respect to the Merger, the approval and adoption of this Agreement by the affirmative vote of the holders of a majority of the outstanding Shares and the filing of the Certificate of Merger). The affirmative vote of the holders of Nonvoting Shares is not required for the approval and adoption of this Agreement. The Company has elected, pursuant to Article Eleventh of its Restated Certificate of Incorporation, not to be governed by Section 203 of the Delaware Law; accordingly, none of the Offer, the Merger or the other transactions contemplated by this Agreement are subject to such Section 203. This Agreement and has been, and each of the other Transaction Documents to which it is a party will be, been duly and validly executed and delivered by the Buyer Company and, assuming this Agreement has beenthe due authorization, execution and each of the other Transaction Documents to which it is a party will bedelivery by Parent and Purchaser, duly authorized, executed and delivered by the other parties thereto, this Agreement constitutes, and each of the other Transaction Documents to which it is a party will constitute, constitutes a legal, valid and binding obligation of the Buyer, Company enforceable against it the Company in accordance with their respective its terms, except as limited by applicable Bankruptcy that (i) such enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally, and Equity Principles. The shares (ii) the remedy of Buyer Common Stock payable by specific performance and injunctive relief may be subject to equitable defenses and to the Buyer under this Agreement have been duly authorized and, upon issuance in accordance with discretion of the terms of this Agreement, will court before which any proceeding therefor may be validly issued, fully paid and non-assessable, issued free from preemptive rights, free and clear of all Encumbrances (other than those created or incurred by any Stockholder) and in compliance with applicable U.S. state and federal securities Lawsbrought.

Authority Relative to this Agreement. (a) The Buyer Company has all requisite necessary corporate power and authority to execute and deliver the Transaction Documents to which it is a partythis Agreement, to perform its obligations thereunder hereunder and to consummate the Contemplated Transactions. The execution and delivery of this Agreement by the Transaction Documents to which it is a party, the performance of its obligations thereunder Company and the consummation by the Company of the Contemplated Transactions, including, without limitation, the Stock Purchase, Transactions have been duly and validly authorized by all required necessary corporate or action, and no other action corporate proceedings on the part of the Buyer, and no other corporate or other proceedings on the part of Buyer Company are necessary to authorize the Transaction Documents to which it is a party this Agreement or to consummate the Contemplated TransactionsTransactions (other than, with respect to the Merger, the approval and adoption of this Agreement by the affirmative vote of a majority of the then outstanding Shares, if and to the extent required by applicable law, and the filing and recordation of appropriate merger documents as required by Delaware Law). This Agreement has been, and each of the other Transaction Documents to which it is a party will be, been duly and validly executed and delivered by the Buyer Company and, assuming this Agreement has beenthe due authorization, execution and each of the other Transaction Documents to which it is a party will bedelivery by Parent and Purchaser, duly authorized, executed and delivered by the other parties thereto, this Agreement constitutes, and each of the other Transaction Documents to which it is a party will constitute, constitutes a legal, valid and binding obligation of the Buyer, Company enforceable against it the Company in accordance with their respective its terms, except as limited by applicable Bankruptcy and Equity Principles. . (b) The shares of Buyer Common Stock payable by the Buyer under this Agreement have Company hereby represents that (i)the Special Committee has been duly authorized andand constituted, upon issuance (ii) the Special Committee, at a meeting thereof duly called and held on July 9, 1999, determined that this Agreement and the Transactions are fair to and in accordance with the terms best interests of this Agreement, will be validly issued, fully paid and non-assessable, issued free from preemptive rights, free and clear the stockholders of all Encumbrances the Company (other than those created or incurred by any Stockholderthe Parent and its affiliates), and (iii)the Board of Directors of the Company, at a meeting thereof duly called and held on July 9, 1999, (A) determined that this Agreement and the Transactions are fair to and in compliance with the best interests of the stockholders of the Company, (B) determined that it is advisable for the Company to enter into, and, if and to the extent required by applicable U.S. state law, for the stockholders of the Company to approve and federal securities Lawsadopt, this Agreement and the Transactions, (C) approved and adopted this Agreement and the Transactions, including the Offer and the Merger, (D) recommended that the stockholders of the Company tender their Shares pursuant to the Offer and, if and to the extent required by applicable law, approve and adopt this Agreement and the Merger and (E) recommended that the Warrantholders of the Company tender their Warrants pursuant to the Offer.

Authority Relative to this Agreement. The Buyer Company has all requisite the corporate power to enter into this Agreement, the Parent Option Agreement and authority to execute and deliver the Transaction Documents to which it is a partyCompany Option Agreement, to perform carry out its obligations hereunder and thereunder and to consummate the Contemplated TransactionsMerger. The execution and delivery of the Transaction Documents to which it is a partythis Agreement, the performance Parent Option Agreement and the Company Option Agreement by the Company, the consummation by the Company of its obligations thereunder the transactions contemplated hereby and thereby and the consummation of the Contemplated Transactions, including, without limitation, the Stock Purchase, Merger have been duly and validly authorized by all the Company's Board of Directors and, except for the approval of its stockholders to be sought at the stockholders meeting contemplated by Section 7.4 hereof and the filing of the Certificate of Merger as required by the GCL, no other corporate or other action proceedings on the part of the Buyer, and no other corporate or other proceedings on the part of Buyer Company are necessary to authorize this Agreement, the Transaction Documents to which it is a party Parent Option Agreement and the Company Option Agreement, the transactions contemplated hereby and thereby or to consummate the Contemplated Transactionsconsummation of the Merger. This Agreement, the Parent Option Agreement has been, and each of the other Transaction Documents to which it is a party will be, Company Option Agreement have been duly and validly executed and delivered by the Buyer Company and, assuming this Agreement has beendue authorization, execution and each of the other Transaction Documents to which it is a party will be, duly authorized, executed and delivered delivery by the other parties theretohereto, this Agreement, the Parent Option Agreement constitutes, and each of the other Transaction Documents to which it is a party will constitute, a legal, Company Option Agreement constitute valid and binding obligation agreements of the BuyerCompany, enforceable against it the Company in accordance with their respective terms, except insofar as enforceability may be limited by applicable Bankruptcy and Equity Principles. The shares bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally, or principles governing the availability of Buyer Common Stock payable by the Buyer under this Agreement have been duly authorized and, upon issuance in accordance with the terms of this Agreement, will be validly issued, fully paid and non-assessable, issued free from preemptive rights, free and clear of all Encumbrances (other than those created or incurred by any Stockholder) and in compliance with applicable U.S. state and federal securities Lawsequitable remedies.

Authority Relative to this Agreement. (a) The Buyer Company has all requisite necessary corporate power and authority to execute and deliver this Agreement and each of the Transaction Documents Ancillary Agreements to which it the Company is a party, party (subject to the receipt of the consents described in Section 3.05(b)) and to perform its obligations hereunder and thereunder and to consummate the Contemplated Transactionstransactions contemplated hereby and thereby (other than the approval and adoption of this Agreement, the Merger and the other transactions contemplated hereby by the stockholders of the Company in accordance with Georgia Law and the Company Articles of Incorporation (the "Company Stockholders' Action"). The execution and delivery of this Agreement and the Transaction Documents to which it is a party, Ancillary Agreements by the performance of its obligations thereunder Company and the consummation by the Company of the Contemplated Transactions, including, without limitation, the Stock Purchase, transactions contemplated hereby and thereby have been duly and validly authorized by all required necessary corporate or other action on the part of the BuyerCompany, and no other corporate or other proceedings on the part of Buyer the Company are necessary to authorize this Agreement or any of the Transaction Documents to which it is a party Ancillary Agreements or to consummate the Contemplated Transactionstransactions so contemplated, other than the Company Stockholders' Action. This Agreement has been, and each of the other Transaction Documents to which it is a party Ancillary Agreements will be, duly and validly executed and delivered by the Buyer Company and, assuming the due authorization, execution and delivery of this Agreement has been, and the Ancillary Agreements by each of the other Transaction Documents to which it is a party will be, duly authorized, executed parties hereto and delivered by the other parties thereto, this Agreement constitutes, and each or, in the case of the other Transaction Documents to which it is a party Ancillary Agreements, will constitute, a legal, valid and binding obligation obligations of the BuyerCompany, enforceable against it the Company in accordance with their respective terms, except as limited to the extent such enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally or by applicable Bankruptcy general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) The Company Special Committee and Equity Principles. The shares of Buyer Common Stock payable by the Buyer under this Agreement Company Board (i) have been duly authorized and, upon issuance in accordance with the terms of unanimously declared that this Agreement, will be validly issued, fully paid the Merger and non-assessable, issued free from preemptive rights, free and clear of all Encumbrances the other transactions contemplated hereby (other than those created or incurred by any Stockholderthe Spin-off) and thereby are advisable, fair to and in compliance with applicable U.S. state the best interests of the stockholders of the Company, (ii) have unanimously authorized, approved and federal securities Lawsadopted this Agreement, the Ancillary Agreements, the Merger and the other transactions contemplated hereby and thereby and (iii) have recommended that the stockholders of the Company authorize, approve and adopt this Agreement, the Merger and the other transactions contemplated hereby (other than the Spin-off) and thereby.

Authority Relative to this Agreement. (a) The Buyer Company has all requisite necessary corporate power and authority to execute and deliver the Transaction Documents to which it is a partythis Agreement, to perform its obligations thereunder hereunder and to consummate the Contemplated Transactions. The execution and delivery of this Agreement by the Transaction Documents to which it is a party, the performance of its obligations thereunder Company and the consummation by the Company of the Contemplated Transactions, including, without limitation, the Stock Purchase, Transactions have been duly and validly authorized by all required necessary corporate or action and no other action corporate proceedings on the part of the Buyer, and no other corporate or other proceedings on the part of Buyer Company are necessary to authorize the Transaction Documents to which it is a party this Agreement or to consummate the Contemplated TransactionsTransactions (other than, with respect to the Merger, the approval and adoption of this Agreement by the holders of a majority of the then outstanding Shares and the filing and recordation of appropriate merger documents as required by the DGCL). This Agreement has been, and each of the other Transaction Documents to which it is a party will be, been duly and validly executed and delivered by the Buyer Company and, assuming this Agreement has beenthe due authorization, execution and each of the other Transaction Documents to which it is a party will bedelivery by Purchaser and Merger Sub, duly authorized, executed and delivered by the other parties thereto, this Agreement constitutes, and each of the other Transaction Documents to which it is a party will constitute, constitutes a legal, valid and binding obligation of the BuyerCompany, enforceable against it the Company in accordance with their respective its terms. (b) The Board of Directors of the Company has, except as limited by applicable Bankruptcy on June 19, 1997, unanimously (i) approved and Equity Principles. The shares of Buyer Common Stock payable by the Buyer under adopted this Agreement have been duly authorized andand the Transactions, upon issuance (ii) determined that this Agreement and the Transactions, including each of the Offer and the Merger, are in accordance with the best interests of the Company and its stockholders and that the terms of this Agreement are fair to the Company and its stockholders and (iii) determined to recommend that the stockholders of the Company approve and adopt this Agreement. The Company has been advised by each of its directors and officers that they intend to tender all Shares beneficially owned by them pursuant to the Offer. (c) The Board of Directors of the Company has approved Purchaser as an "interested stockholder" within the meaning of Section 203 of the DGCL with respect to the Merger, will be validly issued, fully paid and non-assessable, issued free from preemptive rights, free and clear any acquisition of all Encumbrances (Shares pursuant to the Offer or any of the other than those created or incurred by any Stockholder) and in compliance with applicable U.S. state and federal securities LawsTransactions.

Authority Relative to this Agreement. The Buyer Company has all requisite necessary corporate power and authority to execute and deliver the Transaction Documents to which it is a party, to perform its obligations thereunder this Agreement and to consummate the Contemplated Transactionstransactions contemplated hereby. The execution and delivery of the Transaction Documents to which it is a party, the performance of its obligations thereunder this Agreement and the consummation of the Contemplated Transactions, including, without limitation, the Stock Purchase, transactions contemplated hereby have been duly and validly authorized by all required the Board, and no other corporate or other action proceedings on the part of the Buyer, and no other corporate or other proceedings on the part of Buyer Company are necessary to authorize the Transaction Documents to which it is a party this Agreement or to consummate the Contemplated Transactionstransactions contemplated hereby except, if required by law, the approval and adoption of this Agreement and the Merger by the holders of the outstanding Shares and the filing of the Merger Certificate with the SDAT, and the filing of Articles Supplementary with respect to the Series B Preferred Stock. The Board has taken all action necessary under the MGCL to prevent this Agreement and the transactions contemplated hereby from being governed by the provisions of Subtitles 6 and 7 of Title 3 of the MGCL. This Agreement has been, and each of the other Transaction Documents to which it is a party will be, been duly and validly executed and delivered by the Buyer Company and, assuming this Agreement has beenthe due authorization, execution and each delivery by Parent and Acquisition, constitutes a valid, legal and binding agreement of the other Transaction Documents to which it is a party will be, duly authorized, executed and delivered by the other parties thereto, this Agreement constitutes, and each of the other Transaction Documents to which it is a party will constitute, a legal, valid and binding obligation of the BuyerCompany, enforceable against it the Company in accordance with their respective its terms, except as such enforceability may be limited by any applicable Bankruptcy conservator, receivership, bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally, and Equity Principles. The shares except as the availability of Buyer Common Stock payable equitable remedies may be limited by the Buyer under this Agreement have been duly authorized and, upon issuance application of general principles of equity (regardless of whether such equitable principles are applied in accordance with the terms of this Agreement, will be validly issued, fully paid and non-assessable, issued free from preemptive rights, free and clear of all Encumbrances (other than those created a proceeding at law or incurred by any Stockholder) and in compliance with applicable U.S. state and federal securities Lawsequity).

Authority Relative to this Agreement. The Buyer Subject to the approval and adoption of this Agreement by the Company’s stockholders, the Company has all requisite necessary corporate power and authority to execute and deliver the Transaction Documents to which it is a partythis Agreement, to perform its obligations thereunder hereunder and to consummate the Contemplated Transactions. The execution and delivery of this Agreement by the Transaction Documents to which it is a party, the performance of its obligations thereunder Company and the consummation by the Company of the Contemplated Transactions, including, without limitation, the Stock Purchase, Transactions have been duly and validly authorized by all required necessary corporate or other action on the part of the BuyerCompany, and no other corporate or other proceedings on the part of Buyer the Company are necessary to authorize the Transaction Documents to which it is a party this Agreement or to consummate the Contemplated TransactionsTransactions (other than, with respect to the Merger, the approval and adoption of this Agreement by the holders of a majority of the then-outstanding shares of Company Class A Common Stock, if and to the extent required by applicable law, and the filing and recordation of appropriate merger documents as required by the DGCL). This Agreement has been, and each of the other Transaction Documents to which it is a party will be, been duly and validly executed and delivered by the Buyer Company and, assuming this Agreement has beenthe due authorization, execution and each of the other Transaction Documents to which it is a party will be, duly authorized, executed and delivered delivery by the other parties theretohereto, this Agreement constitutes, and each of the other Transaction Documents to which it is a party will constitute, constitutes a legal, valid and binding obligation of the BuyerCompany, enforceable against it the Company in accordance with their respective its terms, except as limited by subject to the effect of any applicable Bankruptcy bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting creditors’ rights generally and Equity Principlessubject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity). The shares of Buyer Common Stock payable by the Buyer under this Agreement have been duly authorized and, upon issuance in accordance with the terms of Company Board has approved this Agreement, will be validly issuedthe Voting Agreements and the Transactions and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203(a) of the DGCL shall not apply to the Merger or any of the Transactions. To the knowledge of the Company, fully paid and non-assessable, issued free from preemptive rights, free and clear of all Encumbrances (no other than those created state takeover statute is applicable to the Merger or incurred by any Stockholder) and in compliance with applicable U.S. state and federal securities Lawsthe other Transactions.

Authority Relative to this Agreement. The Buyer Company has all requisite necessary corporate power and authority to execute and deliver the Transaction Documents to which it is a partythis Agreement, to perform its obligations thereunder and under this Agreement, and, except for any required approval by the Company’s stockholders in connection with the consummation of the Merger, to consummate the Contemplated Transactionstransactions contemplated by this Agreement. The execution and delivery of this Agreement by the Transaction Documents to which it is a party, the performance of its obligations thereunder Company and the consummation by the Company of the Contemplated Transactions, including, without limitation, the Stock Purchase, transactions contemplated by this Agreement have been duly and validly authorized and approved by all required the Board and no other corporate or other action proceedings on the part of the Buyer, and no other corporate or other proceedings on the part of Buyer Company are necessary to authorize or approve this Agreement (other than, with respect to the Transaction Documents Merger, the approval and adoption of the Merger and this Agreement by holders of the Shares to which it is a party or to consummate the Contemplated Transactionsextent required by the Company’s certificate of incorporation and by applicable law). This Agreement has been, and each of the other Transaction Documents to which it is a party will be, been duly and validly executed and delivered by the Buyer Company and, assuming the due and valid authorization, execution, and delivery of this Agreement has been, and each of the other Transaction Documents to which it is a party will be, duly authorized, executed and delivered by the other parties theretoParent and the Purchaser, this Agreement constitutes, and each of the other Transaction Documents to which it is constitutes a party will constitute, a legal, legally valid and binding obligation of the Buyer, Company enforceable against it the Company in accordance with their respective its terms, except as that such enforceability (a) may be limited by applicable Bankruptcy bankruptcy, insolvency, moratorium, or other similar laws affecting or relating to the enforcement of creditors’ rights generally and Equity Principles(b) is subject to general principles of equity. The shares of Buyer Common Stock payable by Board, at a meeting duly called and held, has taken all actions necessary under the Buyer under this Agreement have been duly authorized andDGCL, upon issuance in accordance with including approving the terms of Offer, the Merger, this Agreement, and the transactions contemplated hereby and thereby, which approval the Board has determined is sufficient so that the restrictions set forth in Section 203 of the DGCL do not, and will be validly issuednot, fully paid apply to the Parent or the Purchaser in connection with the proposed business combination with the Company contemplated hereby and non-assessable, issued free from preemptive rights, free and clear of all Encumbrances (other than those created or incurred by any Stockholder) and in compliance with applicable U.S. state and federal securities Lawsthereby.

Authority Relative to this Agreement. (a) The Buyer Company has all requisite necessary power and authority to execute and deliver the Transaction Documents to which it is a partythis Agreement, to perform its obligations thereunder hereunder and to consummate the Contemplated transactions contemplated hereby (the "Transactions"). The execution and delivery of this Agreement by the Transaction Documents to which it is a party, the performance of its obligations thereunder Company and the consummation by the Company of the Contemplated Transactions, including, without limitation, the Stock Purchase, Transactions have been duly and validly authorized by all required necessary corporate or action and no other action corporate proceedings on the part of the Buyer, and no other corporate or other proceedings on the part of Buyer Company are necessary to authorize the Transaction Documents to which it is a party this Agreement or to consummate the Contemplated TransactionsTransactions (other than, with respect to the Merger, the approval and adoption of this Agreement by the holders of a majority of the then outstanding Shares if and to the extent required by applicable law, and the filing and recordation of appropriate merger documents as required by Delaware Law). This Agreement has been, and each of the other Transaction Documents to which it is a party will be, been duly and validly executed and delivered by the Buyer Company and, assuming this Agreement has beenthe due authorization, execution and each of the other Transaction Documents to which it is a party will bedelivery by Parent and Purchaser, duly authorized, executed and delivered by the other parties thereto, this Agreement constitutes, and each of the other Transaction Documents to which it is a party will constitute, constitutes a legal, valid and binding obligation of the BuyerCompany. 6 13 (b) Schedule 3.04(b) lists all material permits, enforceable against it registrations, licenses, franchises, certifications and other approvals, including without limitation, all money transfer or sale of checks licenses (collectively, the "Company Approvals") required from any Governmental Authority, in accordance with their respective terms, except order for the Company and its Subsidiaries to conduct its business as limited by applicable Bankruptcy and Equity Principlespresently conducted. The shares Company has obtained all Company Approvals except where the lack of Buyer Common Stock payable by such Company Approvals would not, individually or in the Buyer under this Agreement aggregate, have been duly authorized anda Material Adverse Effect. Neither the Company nor any of its Subsidiaries is subject to, upon issuance nor bound by, any agreement with, or judgment, decree or order issued by, any Governmental Authority which, individually or in accordance with the terms of this Agreementaggregate, will be validly issued, fully paid and non-assessable, issued free from preemptive rights, free and clear of all Encumbrances (other than those created or incurred by any Stockholder) and in compliance with applicable U.S. state and federal securities Lawshas a Material Adverse Effect.

Authority Relative to this Agreement. The Buyer Company has all requisite necessary power and authority to execute and deliver this Agreement and the other Transaction Documents to which it is or will be a party, to perform its obligations thereunder and hereunder and, subject to receiving the Requisite Approval, to consummate the Contemplated Transactions. The execution and delivery of this Agreement and the other Transaction Documents to which it is or will be a party, party by the performance of its obligations thereunder Company and the consummation by the Company of the Contemplated Transactions, including, without limitation, the Stock Purchase, Transactions have been duly and validly authorized by all required necessary corporate or action, and no other action corporate proceedings on the part of the Buyer, and no other corporate or other proceedings on the part of Buyer Company are necessary to authorize the Transaction Documents to which it is a party or to consummate the Contemplated Transactions. This this Agreement has been, and each of the other Transaction Documents to which it is or will be a party, or to consummate the Transactions (other than, (a) with respect to the Company Merger and the Conversion, the Requisite Approval, which the Written Consent shall satisfy, and (b) the filing and recordation of appropriate merger documents as required by the DGCL). Each of this Agreement and the other Transaction Documents to which the Company is or will be a party will be, has been duly and validly executed and delivered by the Buyer Company and, assuming this Agreement has beenthe due authorization, execution and each of the other Transaction Documents to which it is a party will bedelivery by SPAC and Merger Sub, duly authorized, executed and delivered by the other parties thereto, this Agreement constitutes, and each of the other Transaction Documents to which it is a party or will constitute, as applicable, a legal, valid and binding obligation of the BuyerCompany, enforceable against it the Company in accordance with their respective its terms, except as limited by applicable Bankruptcy bankruptcy, insolvency, reorganization, moratorium and Equity Principlesother laws of general application affecting enforcement of creditors’ rights generally, by general equitable principles (the “Remedies Exceptions”). The shares of Buyer Common Stock payable by the Buyer under Company Board has approved this Agreement have been duly authorized andand the Transactions, upon issuance and such approvals are sufficient so that the restrictions on business combinations set forth in accordance with Section 203 of the terms of DGCL shall not apply to the Company Merger, this Agreement, will be validly issuedthe Stockholder Support Agreement, fully paid and non-assessableany Ancillary Agreement or any of the other Transactions. To the knowledge of the Company, issued free from preemptive rights, free and clear of all Encumbrances (no other than those created state takeover statute is applicable to the Company Merger or incurred by any Stockholder) and in compliance with applicable U.S. state and federal securities Lawsthe other Transactions.

Authority Relative to this Agreement. The Buyer Company has all requisite necessary corporate power and authority to: (i) execute, deliver and perform this Agreement and each Ancillary Agreement that the Company has executed or delivered or is to execute or deliver pursuant to this Agreement, and deliver (ii) carry out the Transaction Documents Company’s obligations hereunder and thereunder and, subject to which it is a partythe Company Stockholder Approval, to perform its obligations thereunder and to consummate the Contemplated Transactionstransactions contemplated hereby and thereby (including the Merger). The execution and delivery of this Agreement by the Transaction Documents to which it is a party, the performance of its obligations thereunder and the consummation of the Contemplated Transactions, including, without limitation, the Stock Purchase, have Company has been duly and validly authorized by all required necessary corporate or other action on the part of the BuyerCompany (including the approval by its board of directors and its stockholders as required by the Charter Documents of the Company). The consummation by the Company of the transactions contemplated hereby (including the Merger) has been, or will be, duly and no validly authorized by all necessary corporate action on the part of the Company (including the approval by its board of directors and, prior to the Closing, its stockholders as required by the DGCL). No other corporate or other proceedings on the part of Buyer the Company are necessary to authorize this Agreement or to consummate the Transaction Documents transactions contemplated hereby. This Agreement and each Ancillary Agreement to which it is a party or to consummate the Contemplated Transactions. This Agreement has been, and each of the other Transaction Documents to which it is a party will be, been duly and validly executed and delivered by the Buyer Company and, assuming this Agreement has beenthe due authorization, execution and each of the other Transaction Documents to which it is a party will be, duly authorized, executed and delivered delivery thereof by the other parties hereto or thereto, this Agreement constitutes, and each of constitutes the other Transaction Documents to which it is a party will constitute, a legal, valid legal and binding obligation of the BuyerCompany, enforceable against it the Company in accordance with their respective its terms, except as may be limited by applicable Bankruptcy bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and Equity Principles. The shares by general principles of Buyer Common Stock payable by the Buyer under this Agreement have been duly authorized and, upon issuance in accordance with the terms of this Agreement, will be validly issued, fully paid and non-assessable, issued free from preemptive rights, free and clear of all Encumbrances (other than those created or incurred by any Stockholder) and in compliance with applicable U.S. state and federal securities Lawsequity.

Authority Relative to this Agreement. The Buyer Subject only to the approval of the Company's shareholders described below, the Company has all requisite necessary corporate power and authority to execute and deliver this Agreement and each instrument required hereby to be executed and delivered by it (the Transaction Documents to which it is a party, "Company Merger Documents") at the Closing and to perform its obligations hereunder and thereunder and to consummate the Contemplated Transactionstransactions contemplated hereby and thereby. The execution and delivery of the Transaction Company Merger Documents to which it is a party, the performance of its obligations thereunder and the consummation of the Contemplated Transactions, including, without limitation, transactions contemplated by the Stock Purchase, Company Merger Documents have been duly and validly authorized by all required necessary corporate or other action on the part of the BuyerCompany, subject only to the approval of this Agreement and no other corporate or other proceedings on the part Merger by the Company's shareholders (the "Company Voting Proposal") under the CGCL and the Company Charter by the affirmative vote of Buyer are necessary to authorize the Transaction Documents to which it is holders of a party or to consummate majority of the Contemplated Transactionsvoting power of the outstanding shares of Company Common Stock. This Agreement has been, and each of the other Transaction Documents to which it is a party will be, been duly and validly executed and delivered by the Buyer and, assuming this Agreement has beenCompany and constitutes, and each of the other Transaction Documents to which it is a party will be, duly authorized, when executed and delivered by the other parties thereto, this Agreement constitutes, and Company each of the other Transaction Company Merger Documents to which it is a party will constitute, a assuming the due authorization, execution and delivery by Parent and Merger Sub, as applicable, the legal, valid and binding obligation of the BuyerCompany, enforceable against it in accordance with their respective its terms, except as such enforceability may be limited by applicable Bankruptcy bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights and Equity Principlesby general equitable principles (regardless of whether enforceability is considered in a proceeding in equity or at law). The shares Board of Buyer Common Stock payable by Directors of the Buyer under this Agreement have been duly authorized and, Company has determined that it is advisable and in the best interests of the Company's shareholders for the Company to enter into a business combination with Parent upon issuance in accordance with the terms and subject to the conditions of this Agreement, will be validly issued, fully paid and non-assessable, issued free from preemptive rights, free and clear of all Encumbrances (other than those created or incurred by any Stockholder) and in compliance with applicable U.S. state and federal securities Lawshas recommended that the Company's shareholders approve the Company Voting Proposal.

Authority Relative to this Agreement. The Buyer Assuming the accuracy of the representations set forth in ARTICLE IV, (a) each of Cerberus and Merger Sub has all requisite the full corporate or company power and authority to execute and deliver the Transaction Documents to which it is a party, to perform its obligations thereunder this Agreement and to consummate the Contemplated Transactions. The execution transactions contemplated hereby; (b) the execution, delivery and delivery performance by Cerberus and Merger Sub of the Transaction Documents to which it is a partythis Agreement, the performance of its obligations thereunder and the consummation by it of the Contemplated Transactions, including, without limitation, the Stock Purchasetransactions contemplated hereby, have been duly and validly authorized by all required corporate or other action on the part of the Buyerauthorized, and no other corporate or other company proceedings on the part of Buyer Cerberus or Merger Sub are necessary to authorize the Transaction Documents to which it is a party execution, delivery and performance by Cerberus and Merger Sub of this Agreement and the consummation of the transactions contemplated hereby; and (c) this Agreement has been duly executed and delivered by Cerberus and Merger Sub and, assuming the due authorization, execution and delivery of the other Parties, constitutes, and each other agreement, instrument or document executed or to consummate be executed by Cerberus or Merger Sub in connection with the Contemplated Transactions. This Agreement transactions contemplated hereby has been, and each of the other Transaction Documents to which it is a party or when executed will be, duly and validly executed and delivered by the Buyer Cerberus and Merger Sub and, assuming this Agreement has beenthe due authorization, execution and each delivery of the other Transaction Documents to which it is a party will beparties, duly authorizedconstitutes, or when executed and delivered by the other parties thereto, this Agreement constitutes, and each of the other Transaction Documents to which it is a party will constitute, a legal, valid and legally binding obligation of the Buyer, Cerberus and Merger Sub enforceable against it Cerberus and Merger Sub in accordance with their respective terms, except as that such enforceability may be limited by (A) applicable Bankruptcy bankruptcy, insolvency, reorganization, moratorium and Equity Principles. The shares similar Laws affecting creditors’ rights generally and (B) equitable principles that may limit the availability of Buyer Common Stock payable by the Buyer under this Agreement have been duly authorized andcertain equitable remedies (such as specific performance) in certain instances (collectively, upon issuance in accordance with the terms of this Agreement, will be validly issued, fully paid and non-assessable, issued free from preemptive rights, free and clear of all Encumbrances (other than those created or incurred by any Stockholder) and in compliance with applicable U.S. state and federal securities Laws“Creditor Rights”).

Authority Relative to this Agreement. (a) The Buyer Company has all requisite necessary corporate power and authority to execute and deliver this Agreement and the Transaction Documents to which it is a party, Keep Well Letter Agreement (as hereinafter defined) and to perform its obligations hereunder and thereunder and to consummate the Contemplated Transactions. The execution and delivery of this Agreement and the Transaction Documents to which it is a party, Keep Well Letter Agreement by the performance of its obligations thereunder Company and the consummation by the Company of the Contemplated Transactions, including, without limitation, the Stock Purchase, Transactions have been duly and validly authorized by all required necessary corporate or action, and no other action corporate proceedings on the part of the Buyer, and no other corporate or other proceedings on the part of Buyer Company are necessary to authorize this Agreement and the Transaction Documents to which it is a party Keep Well Letter Agreement or to consummate the Contemplated TransactionsTransactions (other than, with respect to the Merger, the adoption of this Agreement by holders of a majority of the voting power of the then-outstanding Shares, if and to the extent required by applicable law, and the filing and recordation of appropriate merger documents as required by the DGCL). (b) The Board of Directors of the Company has, by unanimous vote of those present (who constituted 100% of the directors then in office) approved this Agreement, the Keep Well Letter Agreement and the Transactions and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203(a) of the DGCL shall not apply to the Merger. The Company Board has, by unanimous vote of those present (who constitute 100% of the directors then in office), approved of a modification to the Keep Well Agreement to allow the Principal Stockholder to sell its shares of Class B Common Stock to Purchaser as provided in the Support Agreement. (c) This Agreement has been, and each of the other Transaction Documents to which it is a party will be, Keep Well Letter Agreement have been duly and validly executed and delivered by the Buyer Company and, assuming the due authorization, execution and delivery by Parent and Purchaser of this Agreement has beenand the Keep Well Letter Agreement, and each of the other Transaction Documents to which it is a party will be, duly authorized, executed and delivered by the other parties thereto, this Agreement constitutes, and each of the other Transaction Documents to which it is a party will constitute, a constitute legal, valid and binding obligation obligations of the BuyerCompany, enforceable against it the Company in accordance with their respective terms, except as limited by applicable Bankruptcy and Equity Principles. The shares of Buyer Common Stock payable by the Buyer under this Agreement have been duly authorized and, upon issuance in accordance with the terms of this Agreement, will be validly issued, fully paid and non-assessable, issued free from preemptive rights, free and clear of all Encumbrances (other than those created or incurred by any Stockholder) and in compliance with applicable U.S. state and federal securities Laws.

Authority Relative to this Agreement. The Buyer Company has all requisite corporate power and authority to execute enter into this Agreement and deliver the Transaction Documents to which it is a party, to perform its obligations thereunder and to consummate the Contemplated Transactions. The execution and delivery of the Transaction Documents to which it is a party, the performance of its obligations thereunder and the consummation of the Contemplated Transactions, including, without limitation, the Stock Purchase, have been duly and validly authorized by all required corporate or other action on the part of the Buyer, and no other corporate or other proceedings on the part of Buyer are necessary to authorize the Transaction Documents to which it is a party or to consummate the Contemplated Transactions. This Agreement has been, and each of the any other Transaction Documents to which it is a party will bethereto and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, in each case, subject to the consents, approvals, authorizations and other requirements described in Section 4.05 and the adoption of this Agreement by holders of a majority of the voting power represented by all outstanding shares of Company Common Stock (the “Company Requisite Approvals”). The execution and delivery of this Agreement by the Company and the consummation by the Company of the Transactions have been duly and validly authorized by the Company Board and, upon receipt of the Company Requisite Approval, no other corporate proceedings on the part of the Company or the Company Holders are necessary to authorize the consummation of the transactions contemplated hereby. On or prior to the date hereof, the Company Board has determined that the transactions contemplated by this Agreement are fair to and in the best interests of the Company. This Agreement has been duly and validly executed and delivered by the Buyer Company and, assuming this Agreement has beendue authorization and execution by each other Party, constitutes the valid and each binding agreement of the Company, enforceable against the Company in accordance with its terms, subject to (a) applicable bankruptcy, insolvency, examinership, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (b) general equitable principles, whether considered in a proceeding at law or equity (together, (a) and (b), the “Remedies Exceptions”). Each Transaction Documents Document to which it is a party be executed by the Company at or prior to the Closing will be, duly authorized, when executed and delivered by the Company, duly and validly executed and delivered and, assuming due authorization and execution by each other parties thereto, this Agreement constitutes, Party thereto and each the consummation of the other Transaction Documents to which it is Closing, will constitute a party will constitute, a legal, valid and binding obligation of the BuyerCompany, enforceable against it the Company in accordance with their respective its terms, except as limited by subject to any applicable Bankruptcy and Equity PrinciplesRemedies Exception. The shares Company Requisite Approval is the only vote of Buyer Common Stock payable by the Buyer under holders of any class or series of capital stock of the Company required to adopt this Agreement have been duly authorized and, upon issuance in accordance with and approve the terms of this Agreement, will be validly issued, fully paid and non-assessable, issued free from preemptive rights, free and clear of all Encumbrances (other than those created or incurred by any Stockholder) and in compliance with applicable U.S. state and federal securities Lawstransactions contemplated hereby.

Authority Relative to this Agreement. The Buyer Company has all requisite necessary corporate power and authority to execute and deliver this Agreement and, subject only to the Transaction Documents approval of the Company’s stockholders as described below, (i) to which execute and deliver each instrument required hereby to be executed and delivered by it is a party, at the Closing and (ii) to perform its obligations thereunder hereunder and to consummate the Contemplated Transactionstransactions contemplated hereby. The execution and delivery by the Company of this Agreement and each instrument required hereby to be executed and delivered at the Transaction Documents to which it is a party, Closing by the performance of its obligations thereunder Company and the consummation by the Company of the Contemplated Transactions, including, without limitation, the Stock Purchase, transactions contemplated hereby have been duly and validly authorized by all required necessary corporate or other action on the part of the BuyerCompany, subject only to the approval of this Agreement and no other corporate or other proceedings on the part Merger by the Company’s stockholders by the affirmative vote of Buyer are necessary to authorize the Transaction Documents to which it is holders of a party or to consummate majority of outstanding shares of Company Common Stock as required by the Contemplated TransactionsGCL and the Company Charter. This Agreement has been, and each of the other Transaction Documents to which it is a party will be, been duly and validly executed and delivered by the Buyer Company and, assuming the due authorization, execution and delivery of this Agreement has beenby Parent and Merger Sub, and each of constitutes the other Transaction Documents to which it is a party will be, duly authorized, executed and delivered by the other parties thereto, this Agreement constitutes, and each of the other Transaction Documents to which it is a party will constitute, a legal, valid and binding obligation of the BuyerCompany, enforceable against it the Company in accordance with their respective its terms, except as such enforceability may be limited by applicable Bankruptcy bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally and Equity Principlesby general equitable principles (regardless of whether enforceability is considered in a proceeding in equity or at law). The shares As of Buyer Common Stock payable by the Buyer under this Agreement have been duly authorized and, upon issuance in accordance with the terms date of this Agreement, will be validly issuedthe Board of Directors of the Company has unanimously determined that it is fair to, fully paid and non-assessable, issued free from preemptive rights, free and clear of all Encumbrances (other than those created or incurred by any Stockholder) advisable and in compliance the best interests of, the Company’s stockholders for the Company to enter into a business combination with applicable U.S. state Parent upon the terms and federal securities Lawssubject to the conditions of this Agreement, and has unanimously recommended that the Company’s stockholders approve and adopt this Agreement and the Merger. None of the aforesaid actions by the Company’s Board of Directors has been amended, rescinded or modified except as, and unless, done in accordance with Section 6.2 of this Agreement. The action taken by the Company’s Board of Directors constitutes approval of the Merger and the other transactions contemplated hereby by the Company’s Board of Directors under the provisions of Section 203 of the GCL such that Section 203 of the GCL does not apply to this Agreement or the transactions contemplated hereby. The affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock is the only vote of the holders of any class or series of the Company’s capital stock necessary to approve and adopt this Agreement and no other vote of any holders of shares of the Company’s capital stock is necessary to approve any of the transactions contemplated hereby.

Authority Relative to this Agreement. The Buyer Each of VRI, Vastar Holdings, VGM, VPM and Vastar LP Sub has all requisite full corporate power and authority to execute execute, deliver and deliver perform this Agreement, the Transaction Documents Partnership Agreement, the Limited Liability Company Agreement, the Ancillary Agreements (as defined in Section 7.6 of this Agreement), and the Instruments of Conveyance (collectively, the "VRI Documents") to which it is a party, to perform its obligations thereunder and to consummate the Contemplated Transactionstransactions contemplated thereby. The execution execution, delivery and delivery performance by each of VRI, Vastar Holdings, VGM, VPM, and Vastar LP Sub, as the case may be, of the Transaction Documents VRI Documents, to which it is a party, the performance of its obligations thereunder and the consummation by it of the Contemplated Transactions, including, without limitation, the Stock Purchasetransactions contemplated thereby, have been duly and validly authorized by all required necessary corporate or other action on the part of the Buyer, and no other corporate or other proceedings on the part of Buyer are necessary to authorize the Transaction Documents to which it is a party or to consummate the Contemplated Transactionsaction. This Agreement has been, and each of the other Transaction Documents to which it is a party will be, been duly and validly executed and delivered by the Buyer and, assuming this Agreement has been, VRI and each of the other Transaction Documents to which it is a party will be, duly authorized, executed and delivered by the other parties thereto, this Agreement constitutes, and each of the VRI Documents and each other Transaction Documents agreement, instrument or document executed or to which it is a party be executed by VRI, Vastar Holdings, VGM, VPM and/or Vastar LP Sub in connection with the transactions contemplated hereby has been, or when executed will be, duly executed and delivered by each of VRI, Vastar Holdings, VGM, VPM and/or Vastar LP Sub and constitutes, or when executed and delivered will constitute, a legal, valid and legally binding obligation of VRI, Vastar Holdings, VGM, VPM or Vastar LP Sub, as the Buyercase may be, enforceable against it in accordance with their respective terms, except as that such enforceability may be limited by (i) applicable Bankruptcy bankruptcy, insolvency, reorganization, moratorium and Equity Principles. The shares similar laws affecting creditors' rights generally and (ii) equitable principles which may limit the availability of Buyer Common Stock payable by the Buyer under this Agreement have been duly authorized and, upon issuance certain equitable remedies (such as specific performance) in accordance with the terms of this Agreement, will be validly issued, fully paid and non-assessable, issued free from preemptive rights, free and clear of all Encumbrances (other than those created or incurred by any Stockholder) and in compliance with applicable U.S. state and federal securities Lawscertain instances.

Authority Relative to this Agreement. The Buyer has all the requisite corporate power and authority to execute and deliver the Transaction Documents to which it is a partydeliver, and to perform its obligations thereunder under, this Agreement and the Company Option Agreement, subject to consummate obtaining the Contemplated Transactionsnecessary approval of the High Court referred to in Article V hereof, under applicable law. The execution and delivery by Buyer of this Agreement and the Transaction Documents to which it is a partyCompany Option Agreement, the performance of its obligations thereunder and the consummation of the Contemplated Transactions, including, without limitation, Scheme and the Stock Purchase, transactions contemplated hereby and thereby have been duly and validly authorized by all required necessary corporate or other action on the part of the Buyer, and no other corporate or other proceedings on the part of Buyer are necessary to authorize the Transaction Documents to which it is a party or to consummate the Contemplated Transactions. This Agreement has been, and each of the other Transaction Documents to which it is a party will be, Company Option Agreement have been duly and validly executed and delivered by the Buyer and, assuming the due authorization, execution and delivery of this Agreement has beenand the Company Option Agreement by the Company, and each of the other Transaction Documents to which it is a party will be, duly authorized, executed and delivered by the other parties thereto, this Agreement constitutes, and each of the other Transaction Documents to which it is a party will constitute, a legal, valid and binding obligation of the Buyer, enforceable against it Buyer in accordance with their respective its terms, except as to the extent that its enforceability may be limited by applicable Bankruptcy and Equity Principlesbankruptcy, insolvency, reorganization, moratorium or other laws affecting the enforcement of creditors rights generally or by general equitable principles. The shares of Buyer Common Stock payable to be issued by Buyer and allotted pursuant to the Acquisition, as well as the Buyer under this Agreement Options and the shares of Buyer Common Stock to be issued upon exercise thereof: (i) have been duly authorized authorized, and, upon issuance when issued in accordance with the terms of the Scheme and this Agreement, will be validly issued, fully paid and non-assessable, issued free from nonassessable and will not be subject to preemptive rights, free (ii) will, when issued in accordance with the terms of the Scheme and clear this Agreement, be registered or exempt from registration under the Securities Act, and registered or exempt from registration under applicable United States "Blue Sky" laws and (iii) will, when issued in accordance with the terms of all Encumbrances (other than those created or incurred by any Stockholder) the Scheme and in compliance with applicable U.S. state and federal securities Lawsthis Agreement, be listed on the Nasdaq National Market.

Authority Relative to this Agreement. (a) The Buyer Company has all requisite necessary corporate power and authority to execute and deliver this Agreement and, subject to obtaining the Transaction Documents to which it is a partyRequired Company Vote (as hereinafter defined), to perform its obligations thereunder and to consummate the Contemplated Transactionstransactions contemplated hereby. The execution and delivery Company Board, acting upon the unanimous recommendation of the Transaction Documents to which it is a partyIndependent Committee, has duly and validly authorized the execution, delivery and performance of its obligations thereunder this Agreement and approved the consummation of the Contemplated Transactionstransactions contemplated hereby, includingand has at a meeting duly called and held, without limitation(i) approved, and declared advisable, the Stock PurchaseMerger, have been duly this Agreement, the Plan of Merger and validly authorized by all required the other transactions contemplated hereby; (ii) with respect to and based on the facts and circumstances as of the date hereof, determined that such transactions are advisable and fair to, and in the best interests of, the Company and its shareholders; and (iii) resolved to recommend that the shareholders of the Company approve and adopt this Agreement and to authorize and approve the Plan of Merger. No other corporate or other action proceedings on the part of the Buyer, and no other corporate or other proceedings on the part of Buyer Company are necessary to authorize the Transaction Documents to which it is a party this Agreement or to consummate the Contemplated Transactionstransactions contemplated hereby (other than, with respect to the Merger, the Required Company Vote). This Agreement has been, and each of the other Transaction Documents to which it is a party will be, been duly and validly executed and delivered by the Buyer Company and, assuming this Agreement has beenthe due authorization, execution and each delivery by Parent and Merger Sub, constitutes a valid, legal and binding agreement of the other Transaction Documents to which it is a party will be, duly authorized, executed and delivered by the other parties thereto, this Agreement constitutes, and each of the other Transaction Documents to which it is a party will constitute, a legal, valid and binding obligation of the BuyerCompany, enforceable against it the Company in accordance with their respective its terms, except as limited by applicable subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the “Bankruptcy and Equity PrinciplesException”). (b) Subject to Section 6.2(c), the Company Board, acting upon the unanimous recommendation of the Independent Committee, has directed that this Agreement and the Plan of Merger be submitted to the shareholders of the Company for their approval and authorization at a meeting to be held for that purpose. The shares only vote of Buyer Common Stock payable by the Buyer under holders of any class or series of share capital of the Company necessary to approve this Agreement have been duly authorized andand the Plan of Merger and the transactions contemplated hereby, upon issuance including the Merger, is (i) a special resolution of the Company, meaning the affirmative vote of shareholders representing two-thirds or more of the Company Shares present and voting in person or by proxy as a single class at the Company Shareholders Meeting in accordance with Section 233(6) of the terms Cayman Companies Law authorizing the Plan of Merger and approving and adopting this Agreement, will be validly issued, fully paid Agreement and non-assessable, issued free from preemptive rights, free and clear (ii) the affirmative vote of all Encumbrances (shareholders holding a majority of the outstanding shares of Company Shares other than those created the Excluded Company Shares (the “Required Company Vote”). No other vote of the shareholders of the Company is required by Law, the memorandum and articles of association of the Company or incurred by any Stockholder) and otherwise in compliance with applicable U.S. state and federal securities Lawsorder for the Company to approve this Agreement or the Plan of Merger to consummate the transactions contemplated hereby, including the Merger.

Authority Relative to this Agreement. The Buyer Company has all requisite necessary corporate power and authority to execute and deliver the Transaction Documents to which it is a partythis Agreement, to perform its obligations thereunder hereunder and to consummate the Contemplated Transactions. The execution and delivery of this Agreement by the Transaction Documents to which it is a party, the performance of its obligations thereunder Company and the consummation by the Company of the Contemplated Transactions, including, without limitation, the Stock Purchase, Transactions have been duly and validly authorized by all required necessary corporate or other action on the part of the BuyerCompany, and no other corporate or other proceedings on the part of Buyer the Company are necessary to authorize the Transaction Documents to which it is a party this Agreement or to consummate the Contemplated TransactionsTransactions (other than, with respect to the Merger, the approval and adoption of this Agreement by the holders of a majority of the then-outstanding Shares, if and to the extent required by applicable law, and the filing and recordation of appropriate merger documents as required by Delaware Law). This Agreement has been, and each of the other Transaction Documents to which it is a party will be, been duly and validly 19 15 executed and delivered by the Buyer Company and, assuming this Agreement has beenthe due authorization, execution and each of the other Transaction Documents to which it is a party will bedelivery by Parent and Purchaser, duly authorized, executed and delivered by the other parties thereto, this Agreement constitutes, and each of the other Transaction Documents to which it is a party will constitute, a constitutes legal, valid and binding obligation obligations of the BuyerCompany, enforceable against it the Company in accordance with their respective its terms, except as limited by that (i) such enforcement may be subject to applicable Bankruptcy bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting creditors' rights generally, and Equity Principles(ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The shares of Buyer Common Stock payable by the Buyer under Board has approved this Agreement have been duly authorized andand the Transactions and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203(a) of Delaware Law shall not apply to the Merger, upon issuance provided that such transactions are consummated in accordance with the terms of this Agreement, will be validly issued, fully paid and non-assessable, issued free from preemptive rights, free and clear of all Encumbrances (other than those created or incurred by any Stockholder) and in compliance with applicable U.S. state and federal securities Lawshereof.

Authority Relative to this Agreement. The Buyer Each of BHP, Sub and ------------------------------------ Purchaser has all the requisite corporate power and authority to execute and deliver the Transaction Documents to which it is a party, to perform its obligations thereunder enter into this Agreement and to consummate the Contemplated Transactionscarry out its respective obligations hereunder. The execution and delivery of the Transaction Documents to which it is a partythis Agreement by BHP, the performance of its obligations thereunder Sub and Purchaser and the consummation by BHP, Sub and Purchaser of the Contemplated Transactions, including, without limitation, the Stock Purchase, transactions contemplated hereby have been duly and validly authorized by all required corporate or other action on the part Boards of the BuyerDirectors of BHP, Sub and Purchaser, and no other corporate or other proceedings on the part of Buyer BHP, Sub or Purchaser are necessary to authorize this Agreement and the Transaction Documents to which it is a party or to consummate the Contemplated Transactionstransactions contemplated hereby. This Agreement has been, and each of the other Transaction Documents to which it is a party will be, been duly and validly executed and delivered by the Buyer andBHP, assuming this Agreement has been, Sub and each of the other Transaction Documents to which it is Purchaser and constitutes a party will be, duly authorized, executed and delivered by the other parties thereto, this Agreement constitutes, and each of the other Transaction Documents to which it is a party will constitute, a legal, valid and binding obligation of the Buyereach such company, enforceable against it in accordance with their respective its terms, except as to the extent that enforceability thereof may be limited by applicable Bankruptcy bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors rights generally or by equitable principles. None of BHP, Sub or Purchaser is subject to or obligated under any provision of (a) its respective Certificate of Incorporation (or, in the case of BHP, its Memorandum of Association) or By-Laws (or, in the case of BHP, its Articles of Association), (b) any contract, (c) any license, franchise or permit or (d) any law, regulation, order, judgment or decree, which would be breached or violated by its execution, delivery and Equity Principles. The shares performance of Buyer Common Stock payable by the Buyer under this Agreement and the consummation by it of the transactions contemplated hereby, other than any such breaches or violations which will not, individually or in the aggregate, have been duly authorized anda material adverse effect on the ability of BHP, upon issuance Sub and Purchaser to consummate the transactions contemplated by this Agreement. Other than in accordance connection with or in compliance with the terms provisions of the Delaware Law, Arizona Law (as defined in Section 4.4), the Exchange Act, the securities or blue-sky laws of the various states of the United States and the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, (the "H-S- R Act"), no authorization, consent or approval of or filing with, any public body, court or authority is necessary on the part of BHP, Sub or Purchaser for the consummation by BHP, Sub and Purchaser of the transactions contemplated by this Agreement, will be validly issuedexcept for such authorizations, fully paid consents, approvals and non-assessablefilings as to which the failure to obtain or make would not, issued free from preemptive rightsindividually or in the aggregate, free and clear have a material adverse effect on the ability of all Encumbrances (other than those created BHP, Sub or incurred by any Stockholder) and in compliance with applicable U.S. state and federal securities LawsPurchaser to perform their respective obligations hereunder.

Authority Relative to this Agreement. (a) The Buyer Company has all requisite necessary corporate power and authority to execute and deliver the Transaction Documents to which it is a partythis Agreement, to perform its obligations thereunder hereunder and to consummate the Contemplated transactions contemplated hereby (the "Transactions"). The execution and delivery of this Agreement by the Transaction Documents to which it is a party, the performance of its obligations thereunder Company and the consummation by the Company of the Contemplated Transactions, including, without limitation, the Stock Purchase, Transactions have been duly and validly authorized by all required necessary corporate or action and no other action corporate proceedings on the part of the Buyer, and no other corporate or other proceedings on the part of Buyer Company are necessary to authorize the Transaction Documents to which it is a party this Agreement or to consummate the Contemplated TransactionsTransactions (other than, with respect to the Merger (unless Section 253 of the DGCL is applicable), the approval and adoption of this Agreement by the holders of a majority of the then outstanding shares of Common Stock, and the filing and recordation of appropriate merger documents as required by the DGCL). This Agreement has been, and each of the other Transaction Documents to which it is a party will be, been duly and validly executed and delivered by the Buyer Company and, assuming this Agreement has beenthe due authorization, execution and each of the other Transaction Documents to which it is a party will bedelivery by Purchaser and Merger Sub, duly authorized, executed and delivered by the other parties thereto, this Agreement constitutes, and each of the other Transaction Documents to which it is a party will constitute, constitutes a legal, valid and binding obligation of the BuyerCompany, enforceable against it the Company in accordance with their respective its terms, except as limited by subject to applicable Bankruptcy bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors' rights generally and Equity Principles. to general principles of equity. (b) The shares Board of Buyer Common Stock payable by Directors of the Buyer under Company has (i) approved and adopted this Agreement have been duly authorized andand the transactions contemplated hereby, upon issuance (ii) determined that the Offer and the Merger are in accordance with the best interests of the Company and its stockholders and that the terms of this Agreement are fair to the Company and its stockholders and (iii) subject to the provisions of Section 6.1(a) hereof, determined and agreed to recommend that the stockholders of the Company approve and adopt this Agreement. (c) The Board of Directors of the Company has approved Purchaser as an "interested stockholder" within the meaning of Section 203 of the DGCL with respect to the Merger, any acquisition of Shares pursuant to the Stockholders Agreement, will be validly issued, fully paid and non-assessable, issued free from preemptive rights, free and clear the Offer or any of all Encumbrances (the other than those created or incurred by any Stockholder) and in compliance with applicable U.S. state and federal securities LawsTransactions.

Authority Relative to this Agreement. The Buyer Company has all requisite full corporate power and authority to execute and deliver the Transaction Documents to which it is a partyenter into this Agreement, to perform its obligations thereunder hereunder and to consummate carry out the Contemplated Transactionstransactions contemplated hereby. The execution execution, delivery and delivery of the Transaction Documents to which it is a party, the performance of its obligations thereunder this Agreement and the consummation of the Contemplated Transactions, including, without limitation, transactions contemplated hereby by the Stock PurchaseCompany, have been duly and validly authorized by all required necessary corporate or other action on the part of the BuyerCompany, subject only to approval of the Merger, if necessary, by the stockholders of the Company as provided in Section 6.2 and no other corporate or other proceedings on the part filing and recording of Buyer are necessary to authorize appropriate merger documents as required by the Transaction Documents to which it is a party or to consummate DGCL. This Agreement and the Contemplated TransactionsMerger have been approved by the Board of Directors of the Company. This Agreement has been, and each of the other Transaction Documents to which it is a party will be, been duly and validly executed and delivered by the Buyer Company and, assuming this Agreement has beendue authorization and due and valid execution and delivery by MergerCo, and each of the other Transaction Documents to which it is a party will be, duly authorized, executed and delivered by the other parties thereto, this Agreement constitutes, and each of the other Transaction Documents to which it is a party will constitute, a legal, valid and binding obligation agreement of the Buyer, Company enforceable against it the Company in accordance with their respective its terms, except as limited by applicable Bankruptcy that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights and Equity Principles(ii) general principles of equity regardless of whether applied in a proceeding in equity or at law. The shares Board of Buyer Common Stock payable by Directors of the Buyer under Company has approved this Agreement have been duly authorized and, upon issuance in accordance with and the terms of this Agreement, will be validly issued, fully paid and non-assessable, issued free from preemptive rights, free and clear of all Encumbrances Voting Agreement (other than those created or incurred by any Stockholderincluding the option contemplated thereby) and the transactions contemplated hereby and thereby (including the Merger) so as to render inapplicable hereto and thereto the limitation on business combinations contained in compliance Section 203 of the DGCL (or any similar provision). No provision of the Certificate of Incorporation, By-laws or other equivalent organizational or governing instruments of the Company or any of its Subsidiaries would, directly or indirectly, restrict or impair the ability of MergerCo or its affiliates to vote, or otherwise to exercise the rights of a stockholder with applicable U.S. state respect to, securities of the Company and federal its Subsidiaries that may be acquired or controlled by MergerCo or its affiliates or permit any stockholder to acquire securities Lawsof the Company on a basis not available to MergerCo in the event that MergerCo were to acquire securities of the Company, and neither the Company nor any of its Subsidiaries has any rights plan, preferred stock or similar arrangement which have any of the aforementioned consequences.

Authority Relative to this Agreement. (a) The Buyer Company has all the requisite corporate power and authority to execute and deliver the Transaction Documents to which it is a partythis Agreement, to perform its obligations thereunder hereunder and to consummate the Contemplated Transactionstransactions contemplated hereby. The execution and delivery Board of the Transaction Documents to which it is a party, the performance of its obligations thereunder and the consummation of the Contemplated Transactions, including, without limitation, the Stock Purchase, have been Directors has duly and validly authorized approved this Agreement and the performance and consummation by all required the Company of the transactions contemplated hereby. No other corporate or other action proceedings on the part of the Buyer, and no other corporate or other proceedings on the part of Buyer Company are necessary to authorize the Transaction Documents to which it is a party this Agreement or to consummate the Contemplated Transactionstransactions contemplated hereby (other than, with respect to the Merger, the adoption of this Agreement by holders of a majority of the Shares to the extent required by applicable Laws). This Agreement has been, and each of the other Transaction Documents to which it is a party will be, been duly and validly executed and delivered by the Buyer Company and, assuming this Agreement has been, and each of constitutes the other Transaction Documents to which it is a party will be, duly authorized, executed and delivered by the other parties thereto, this Agreement constitutes, and each of the other Transaction Documents to which it is a party will constitute, a legal, valid and binding obligation agreement of Parent and Newco, constitutes the valid and binding agreement of the BuyerCompany, enforceable against it the Company in accordance with their respective its terms, except as that the enforcement hereof may be limited by applicable Bankruptcy (i) bankruptcy, insolvency, reorganization, moratorium or other similar Laws now or hereafter in effect relating to creditors' rights generally and Equity Principles. The shares (ii) general principles of Buyer Common Stock payable by equity (regardless of whether enforceability is considered in a proceeding in equity or at law); (b) the Buyer under this Agreement have been Board of Directors, at a meeting duly authorized and, upon issuance in accordance with called and held prior to the terms execution of this Agreement, will be validly issued(i) approved and declared advisable this Agreement, fully paid the Merger and non-assessablethe other transactions contemplated hereby, issued free from preemptive rights, free (ii) determined that this Agreement and clear of all Encumbrances (other than those created or incurred by any Stockholder) the Merger are fair to and in compliance with applicable U.S. state the best interests of the Company and federal securities Lawsits stockholders, (iii) resolved to recommend that the holders of Shares approve and adopt this Agreement and the Merger and (iv) directed that this Agreement be submitted for consideration by the holders of Shares at a meeting of such stockholders.

Authority Relative to this Agreement. The Buyer Company has all requisite necessary corporate power and authority to execute and deliver the Transaction Documents to which it is a party, this Agreement and to perform its obligations thereunder hereunder and, subject to obtaining the approval of the shareholders of Company of this Agreement and the Merger, to consummate the Contemplated Transactionstransactions contemplated hereby. The execution and delivery of the Transaction Documents to which it is a party, the performance of its obligations thereunder this Agreement by Company and the consummation by Company of the Contemplated Transactions, including, without limitation, the Stock Purchase, transactions contemplated hereby have been duly and validly authorized by all required necessary corporate or other action on the part of the Buyer, Company and no other corporate or other proceedings on the part of Buyer Company are necessary to authorize the Transaction Documents to which it is a party this Agreement or to consummate the Contemplated Transactionstransactions so contemplated (other than, with respect to the Merger, the approval and adoption of this Agreement and the approval of the Merger by holders of a majority of the voting shares of Company Shares in accordance with the Israeli Companies Law and the Company Charter Documents). This Except as set forth in Section 2.4 of the Company Disclosure Letter, this Agreement has been, and each of the other Transaction Documents to which it is a party will be, been duly and validly executed and delivered by the Buyer Company and, assuming this Agreement has beenthe due authorization, execution and each of the other Transaction Documents to which it is delivery by Parent and Merger Sub, constitutes a party will be, duly authorized, executed and delivered by the other parties thereto, this Agreement constitutes, and each of the other Transaction Documents to which it is a party will constitute, a legal, valid legal and binding obligation of the BuyerCompany, enforceable against it Company in accordance with their respective terms, its terms except (i) as limited by applicable Bankruptcy bankruptcy, insolvency, reorganization, moratorium and Equity Principlesother laws of general application affecting creditors' rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. Assuming neither the Parent nor Merger Sub, nor any of their respective affiliates as defined in Section 320(c) of the Israeli Companies Law, vote any shares they own, the affirmative vote of a simple majority of the voting power of the Company present and voting at the Company General Meeting at which a quorum is present (the "REQUIRED COMPANY SHAREHOLDER VOTE") is the only vote of the holders of any shares of the Company necessary to approve the Merger. The shares quorum required for the Company General Meeting is two or more shareholders who hold at least 50% of Buyer Common Stock payable the voting rights of the issued share capital of the Company. No vote or approval of (i) any creditor of the Company (subject to the rights of creditors under Section 319 of the Israeli Companies Law), (ii) any holder of any option or warrant granted by the Buyer under this Agreement have been duly authorized andCompany, upon issuance or (iii) any shareholder of any of the Company's subsidiaries is necessary in accordance with order to approve or permit the terms consummation of this Agreement, will be validly issued, fully paid and non-assessable, issued free from preemptive rights, free and clear of all Encumbrances (other than those created or incurred by any Stockholder) and in compliance with applicable U.S. state and federal securities Lawsthe Merger.

Authority Relative to this Agreement. The Buyer Each Company Signatory has all requisite necessary power and authority to execute and deliver this Agreement and each of the Transaction Documents Ancillary Agreements to which it is or will be a party, to perform all of its respective obligations hereunder and thereunder and and, subject to receiving the Requisite Approval, to consummate the Contemplated Transactions. The execution and delivery of this Agreement by each Company Signatory, the Transaction Documents execution and delivery at or prior to Closing by each Company Signatory of each of the Ancillary Agreements to which it is or will be a party, the performance of its obligations thereunder and the consummation by each Company Signatory of the Contemplated Transactions, including, without limitation, the Stock Purchase, Transactions have been duly and validly authorized by all required necessary corporate or other action on the part of the Buyerlimited liability company action, and no other corporate or other limited liability proceedings on the part of Buyer either Company Signatory are necessary to authorize the this Agreement or such other Transaction Documents to which it is a party or to consummate the Contemplated TransactionsTransactions (other than, (a) with respect to the Xtribe Merger, the Requisite Approval, and (b) the filing and recordation of appropriate merger documents as required by the DLLCA). This Agreement has been, and at the Closing each of the other Transaction Documents Ancillary Agreements to which it the applicable Company Signatory is or is contemplated to be a party will be, duly and validly executed and delivered by the Buyer applicable Company Signatory and, assuming this Agreement has beenthe due authorization, execution and each of delivery by WinVest and the other Transaction Documents to which it is a party will beMerger Subs, duly authorized, executed and delivered by the other parties thereto, this Agreement constitutes, and each of or will at the other Transaction Documents to which it is a party will Closing constitute, a legal, valid and binding obligation of the BuyerCompany Signatories, enforceable against it the Company Signatories in accordance with their respective its terms, except as limited by applicable Bankruptcy bankruptcy, insolvency, reorganization, moratorium and Equity Principlesother Laws of general application affecting enforcement of creditors’ rights generally, or by general equitable principles (collectively, the “Remedies Exceptions”). The shares To the knowledge of Buyer Common Stock payable by the Buyer under this Agreement have been duly authorized andCompany Signatories, upon issuance in accordance with no other state takeover statute is applicable to the terms of this Agreement, will be validly issued, fully paid and non-assessable, issued free from preemptive rights, free and clear of all Encumbrances (Xtribe Merger or the other than those created or incurred by any Stockholder) and in compliance with applicable U.S. state and federal securities LawsTransactions.

Authority Relative to this Agreement. The Buyer has all requisite power and authority to execute and deliver the Transaction Documents to which it is a party, to perform its obligations thereunder and to consummate the Contemplated Transactions. The execution and delivery of the Transaction Documents to which it is a party, the performance of its obligations thereunder and the consummation of the Contemplated Transactions, including, without limitation, the Stock Membership Interest Purchase, have been duly and validly authorized by all required corporate or other action on the part of the Buyer, and no other corporate or other proceedings on the part of Buyer are necessary to authorize the Transaction Documents to which it is a party or to consummate the Contemplated Transactions. This Agreement has been, and each of the other Transaction Documents to which it is a party will be, duly and validly executed and delivered by the Buyer and, assuming this Agreement has been, and each of the other Transaction Documents to which it is a party will be, duly authorized, executed and delivered by the other parties thereto, this Agreement constitutes, and each of the other Transaction Documents to which it is a party will constitute, a legal, valid and binding obligation of the Buyer, enforceable against it in accordance with their respective terms, except as limited by applicable Bankruptcy and Equity Principles. The shares of Buyer Common Stock payable by the Buyer under this Agreement have been duly authorized and, upon issuance in accordance with the terms of this Agreement, will be validly issued, fully paid and non-assessable, issued free from preemptive rights, free and clear of all Encumbrances (other than those created or incurred by any Stockholderthe Members) and in compliance with applicable U.S. state and federal securities Laws.

Authority Relative to this Agreement. RECOMMENDATION. The Buyer Company has all requisite necessary corporate power and authority to execute and deliver the Transaction Documents to which it is a party, this Agreement and to perform its obligations thereunder hereunder and to consummate the Contemplated Transactionstransactions contemplated hereby. The execution and delivery of this Agreement by the Transaction Documents to which it is a party, the performance of its obligations thereunder Company and the consummation by the Company of the Contemplated Transactions, including, without limitation, the Stock Purchase, transactions contemplated hereby have been duly and validly authorized by all required necessary corporate or action, and no other action corporate proceedings on the part of the Buyer, and no other corporate or other proceedings on the part of Buyer Company are necessary to authorize the Transaction Documents to which it is a party this Agreement or to consummate the Contemplated Transactionstransactions so contemplated (other than the approval of this Agreement by the holders of a majority of the outstanding shares of the Company Common Stock in accordance with the IBCL and the Company's Articles of Incorporation). This Agreement has been, and each of the other Transaction Documents to which it is a party will be, been duly and validly executed and delivered by the Buyer Company and, assuming this Agreement has beenthe due authorization, execution and each of the other Transaction Documents to which it is a party will bedelivery by Parent and Merger Sub, duly authorized, executed and delivered by the other parties thereto, this Agreement constitutes, and each of the other Transaction Documents to which it is a party will constitute, constitutes a legal, valid and binding obligation of the Buyer, Company enforceable against it the Company in accordance with their respective its terms, except as limited by applicable Bankruptcy and Equity Principles. The shares Board of Buyer Common Stock payable by Directors of the Buyer under Company (the "COMPANY BOARD") has, at a meeting duly called and held at which all directors of the Company were present, duly and unanimously adopted resolutions (i) approving and declaring the advisability of this Agreement have been duly authorized and, upon issuance and the Merger in accordance with the terms IBCL and the Company's Articles of Incorporation and Bylaws, (ii) determining that this Agreement and the Merger are fair to and in the best interests of the stockholders of the Company, (iii) determining that the consideration to be paid in the Merger is fair to and in the best interests of the stockholders of the Company and (iv) recommending that the stockholders of the Company approve this Agreement; which resolutions have not been subsequently rescinded, will be validly issued, fully paid and non-assessable, issued free from preemptive rights, free and clear of all Encumbrances (other than those created modified or incurred by withdrawn in any Stockholder) and in compliance with applicable U.S. state and federal securities Lawsway.

Authority Relative to this Agreement. The Buyer Subject only to the ------------------------------------ approval of the Company's stockholders described below, the Company has all requisite necessary corporate power and authority to execute and deliver this Agreement, the Transaction Documents Stock Option Agreement and each instrument required hereby to which be executed and delivered by it is a party, at the Closing and to perform its obligations thereunder hereunder and to consummate the Contemplated Transactionstransactions contemplated hereby. The execution and delivery of the Transaction Documents to which it is a partythis Agreement, the performance of its obligations thereunder Stock Option Agreement and each instrument required hereby to be executed and delivered at the Closing by the Company and the consummation by the Company of the Contemplated Transactions, including, without limitation, the Stock Purchase, transactions contemplated hereby have been duly and validly authorized by all required necessary corporate or other action on the part of the BuyerCompany, subject only to the approval of this Agreement and no other corporate or other proceedings on the part Merger by the Company's stockholders under the DGCL and the Company Charter by the affirmative vote of Buyer are necessary to authorize the Transaction Documents to which it is holders of a party or to consummate the Contemplated Transactionsmajority of outstanding shares of Company Common Stock. This Agreement has been, and each of the other Transaction Documents to which it is a party will be, Stock Option Agreement have been duly and validly executed and delivered by the Buyer Company and, assuming this Agreement has beenthe due authorization, execution and each of the other Transaction Documents to which it is a party will bedelivery by Parent and Merger Sub, duly authorizedas applicable, executed and delivered by the other parties thereto, this Agreement constitutes, and each of the other Transaction Documents to which it is a party will constitute, a constitute legal, valid and binding obligation obligations of the BuyerCompany, enforceable against it in accordance with their respective its terms, except as such enforceability may be limited by applicable Bankruptcy bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights and Equity Principlesby general equitable principles (regardless of whether enforceability is considered in a proceeding in equity or at law). The shares Board of Buyer Common Stock payable by Directors of the Buyer under this Agreement have been duly authorized and, Company has determined that it is advisable and in the best interests of the Company's stockholders for the Company to enter into a business combination with Parent upon issuance in accordance with the terms and subject to the conditions of this Agreement, will be validly issued, fully paid and non-assessable, issued free from preemptive rights, free has recommended that the Company's stockholders approve and clear of all Encumbrances (other than those created or incurred by any Stockholder) adopt this Agreement and in compliance with applicable U.S. state and federal securities Lawsthe Merger.

Authority Relative to this Agreement. The Buyer (a) Giving effect to the Stockholders Agreement Waivers, AAI, each CI company, LLC, the Stockholder, each of the CI Stockholders and Lim has all requisite necessary power and authority to execute and deliver the Transaction Documents to which it is a party, this Agreement and to perform its its, his or her obligations thereunder hereunder and to consummate the Contemplated Transactions. transactions contemplated hereby (including the Business Combination). (b) The execution and delivery of the Transaction Documents to which it is a party, the performance of its obligations thereunder this Agreement and the consummation by each of AAI, each CI company and LLC of the Contemplated Transactions, including, without limitation, transactions contemplated hereby (including the Stock Purchase, Business Combination) have been duly and validly authorized by all required necessary corporate or other limited liability company action on the part of each of AAI, each CI company and LLC (including the Buyerapproval by its board of directors, managers, members and stockholders, subject in all cases to the satisfaction of the terms and conditions of this Agreement, including the conditions set forth in Article VI), and no other corporate or other limited liability company proceedings on the part of Buyer the Company or its stockholders or members are necessary to authorize the Transaction Documents to which it is a party this Agreement or to consummate the Contemplated Transactions. transactions contemplated hereby pursuant to the Applicable Corporate Laws and the terms and conditions of this Agreement. (c) This Agreement has been, and each of the other Transaction Documents to which it is a party will be, been duly and validly executed and delivered by each of AAI, each CI company, LLC, the Buyer and, assuming this Agreement has been, Stockholder and each of the CI Stockholders, and assuming the due authorization, execution and delivery thereof by the other Transaction Documents to which it is a party will beparties hereto, constitutes the legal and binding obligation of each such Person, enforceable against each such Person in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity. (d) This Agreement has been duly authorized, and validly executed and delivered by Lim and, assuming the due authorization, execution and delivery thereof by the other parties theretohereto, this Agreement constitutes, and each of constitutes the other Transaction Documents to which it is a party will constitute, a legal, valid legal and binding obligation of the BuyerLim, enforceable against it him in accordance with their respective its terms, except as may be limited by applicable Bankruptcy bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and Equity Principles. The shares by general principles of Buyer Common Stock payable by the Buyer under this Agreement have been duly authorized and, upon issuance in accordance with the terms of this Agreement, will be validly issued, fully paid and non-assessable, issued free from preemptive rights, free and clear of all Encumbrances (other than those created or incurred by any Stockholder) and in compliance with applicable U.S. state and federal securities Lawsequity.

Authority Relative to this Agreement. (a) The Buyer Company has all requisite necessary corporate power and authority to execute and deliver the Transaction Documents to which it is a partythis Agreement, to perform its obligations thereunder hereunder and to consummate the Contemplated Transactionstransactions contemplated hereby. The execution and delivery of this Agreement by the Transaction Documents to which it is a party, the performance of its obligations thereunder Company and the consummation by the Company of the Contemplated Transactions, including, without limitation, the Stock Purchase, transactions contemplated hereby have been duly and validly authorized by all required necessary corporate or other action on the part of the BuyerCompany, and no other corporate or other proceedings on the part of Buyer the Company are necessary to authorize the Transaction Documents to which it is a party this Agreement or to consummate the Contemplated Transactionstransactions contemplated hereby (other than, with respect to the Merger, the Company Stockholder Approval and the filing and recordation of appropriate merger documents as required by the MGCL). This Agreement has been, and each of the other Transaction Documents to which it is a party will be, been duly and validly executed and delivered by the Buyer Company and, assuming this Agreement has beenthe due authorization, execution and each of the other Transaction Documents to which it is a party will bedelivery by Parent and Purchaser, duly authorized, executed and delivered by the other parties thereto, this Agreement constitutes, and each of the other Transaction Documents to which it is a party will constitute, constitutes a legal, valid and binding obligation of the BuyerCompany, enforceable against it the Company in accordance with their respective its terms, except as limited by subject to the effect of any applicable Bankruptcy bankruptcy, insolvency (including all Laws relating to fraudulent transfers), reorganization, moratorium or similar Laws affecting creditors’ rights generally and Equity Principles. The shares subject to the effect of Buyer Common Stock payable by general principles of equity (regardless of whether considered in a proceeding at Law or in equity). (b) Each of the Buyer under Company Board and the Special Committee, at a meeting duly called and held, (i) determined that the transactions contemplated hereby, including the Merger, are advisable and in the best interests of the Company and its stockholders, and approved this Agreement have been duly authorized andand the transactions contemplated hereby, upon issuance in accordance with including the terms of Merger, (ii) directed that this Agreement, will the Merger and the other transactions contemplated hereby be validly issuedsubmitted to the stockholders of the Company for their approval and resolved to recommend that the stockholders of the Company vote in favor of the Merger and such other matters and (iii) if and to the extent necessary, fully paid adopted a resolution having the effect of causing, or have taken all other reasonable steps to cause, the parties hereto not to be subject to the Maryland Business Combination Act and non-assessable, issued free from preemptive rights, free and clear of all Encumbrances (other than those created or incurred by any Stockholder) and in compliance with applicable U.S. state and federal securities LawsControl Share Acquisition Act.

Authority Relative to this Agreement. The Buyer Company has all requisite necessary corporate power and authority to execute and deliver the Transaction Documents to which it is a partythis Agreement, to perform its obligations thereunder and hereunder and, subject to receipt of the Company Stockholder Approval, to consummate the Contemplated Transactionstransactions contemplated hereby. The execution and delivery of this Agreement by the Transaction Documents to which it is a party, the performance of its obligations thereunder Company and the consummation by the Company of the Contemplated Transactions, including, without limitation, the Stock Purchase, transactions contemplated hereby have been duly and validly authorized by all required necessary corporate or action, and no other action corporate proceedings on the part of the Buyer, and no other corporate or other proceedings on the part of Buyer Company are necessary to authorize the Transaction Documents to which it is a party this Agreement or to consummate the Contemplated Transactionstransactions contemplated hereby (other than, with respect to the Merger, obtaining the Company Stockholder Approval and the filing and recordation of appropriate merger documents as required by the DGCL). This Agreement has been, and each of the other Transaction Documents to which it is a party will be, been duly and validly executed and delivered by the Buyer Company and, assuming this Agreement has beenthe due authorization, execution and each of the other Transaction Documents to which it is a party will bedelivery by BioSante, duly authorized, executed and delivered by the other parties thereto, this Agreement constitutes, and each of the other Transaction Documents to which it is a party will constitute, constitutes a legal, valid and binding obligation of the BuyerCompany, enforceable against it the Company in accordance with their respective its terms, except as limited to the extent that its enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting the enforcement of creditors’ rights generally and by applicable Bankruptcy and Equity Principlesgeneral equitable principles. The shares of Buyer Common Stock payable by the Buyer under Company Board has approved this Agreement and the transactions contemplated hereby and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203(a) of the DGCL shall not apply to the Merger or any of the transactions contemplated hereby, and such approvals have not been duly authorized and, upon issuance in accordance withdrawn or modified. No other state “moratorium,” “control share,” “fair price” or other takeover statute or regulation is applicable to the Company with respect to the terms of Merger or the other transactions contemplated by this Agreement, will be validly issued, fully paid and non-assessable, issued free from preemptive rights, free and clear of all Encumbrances (other than those created or incurred by any Stockholder) and in compliance with applicable U.S. state and federal securities Laws.

Authority Relative to this Agreement. (a) The Buyer Company has all requisite the necessary corporate power and authority to execute and deliver the Transaction Documents this Agreement and, subject to which it is a partyobtaining Company Shareholder Approval, to perform its obligations thereunder and to consummate the Contemplated Transactionstransactions contemplated hereby in accordance with the terms hereof. The execution execution, delivery and delivery of the Transaction Documents to which it is a party, the performance of its obligations thereunder this Agreement by the Company and the consummation by it of the Contemplated Transactions, including, without limitation, the Stock Purchase, transactions contemplated hereby have been duly and validly authorized by all required necessary corporate action (other than obtaining the Company Shareholder Approval), and, except for obtaining the Company Shareholder Approval, no other corporate action or other action corporate proceeding on the part of the Buyer, and no other corporate or other proceedings on the part of Buyer are Company is necessary to authorize the Transaction Documents to which execution and delivery by the Company of this Agreement and the consummation by it is a party or to consummate of the Contemplated Transactionstransactions contemplated hereby. This Agreement has been, and each of the other Transaction Documents to which it is a party will be, been duly and validly executed and delivered by the Buyer Company and, assuming this Agreement has beendue and valid authorization, execution and each delivery by Merger Corp., constitutes a valid, legal and binding agreement of the other Transaction Documents to which it is a party will be, duly authorized, executed and delivered by the other parties thereto, this Agreement constitutes, and each of the other Transaction Documents to which it is a party will constitute, a legal, valid and binding obligation of the BuyerCompany, enforceable against it the Company in accordance with their respective its terms, except as limited by applicable Bankruptcy that such enforcement may be subject to (i) any bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other laws, now or hereafter in effect, affecting creditors' rights generally, and Equity Principles. (ii) the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding of law or equity). (b) The shares of Buyer Common Stock payable by the Buyer under this Agreement have Special Committee (i) has been duly authorized andand constituted, upon issuance and (ii) at a meeting thereof duly called and held on November 9, 2004, by a vote of three (3) to one (1), (A) determined that this Agreement and the Merger are fair to and in accordance with the terms best interests of this Agreement, will be validly issued, fully paid the Company and non-assessable, issued free from preemptive rights, free and clear of all Encumbrances its shareholders (other than those created or incurred Merger Corp. and its Affiliates), (B) determined that this Agreement and the Merger should be approved and declared advisable by any Stockholderthe Company Board and (C) resolved to recommend that the Company's shareholders approve this Agreement and the Merger. (c) The Company Board, at a meeting thereof duly called and held on November 9, 2004, based on the recommendation of the Special Committee, by a vote of six (6) to one (1), (i) determined that this Agreement and the Merger are fair to and in compliance with applicable U.S. state the best interests of the Company and federal securities Lawsits shareholders (other than Merger Corp. and its Affiliates), (ii) approved, adopted and declared advisable this Agreement and the Merger, and (iii) resolved to recommend that the Company's shareholders approve this Agreement and the Merger.

Authority Relative to this Agreement. (a) The Buyer Company has all requisite necessary corporate power and authority to execute and deliver the Transaction Documents to which it is a party, this Agreement and to perform its obligations thereunder hereunder and to consummate the Contemplated Transactionstransactions contemplated hereby. The execution and delivery of this Agreement by the Transaction Documents to which it is a party, the performance of its obligations thereunder Company and the consummation by the Company of the Contemplated Transactions, including, without limitation, the Stock Purchase, transactions contemplated hereby have been duly and validly authorized by all required necessary corporate or action and no other action corporate proceedings on the part of the Buyer, and no other corporate or other proceedings on the part of Buyer Company are necessary to authorize the Transaction Documents to which it is a party this Agreement or to consummate the Contemplated Transactionstransactions so contemplated (other than the adoption of this Agreement by the holders of at least a majority of the outstanding shares of the Company Common Stock entitled to vote in accordance with Delaware Law and the Company's Certificate of Incorporation and By-Laws). This Agreement has been, and each of the other Transaction Documents to which it is a party will be, been duly and validly executed and delivered by the Buyer Company and, assuming the due authorization, execution and delivery of this Agreement has beenby Parent and Merger Sub, and each of constitutes the other Transaction Documents to which it is a party will be, duly authorized, executed and delivered by the other parties thereto, this Agreement constitutes, and each of the other Transaction Documents to which it is a party will constitute, a legal, valid and binding obligation of the Buyer, enforceable against it in accordance with their respective terms, except as limited by applicable Bankruptcy and Equity Principles. Company. (b) The shares of Buyer Common Stock payable by the Buyer under this Agreement have been duly authorized and, upon issuance in accordance with the terms of Board (i) has declared that this Agreement, will be validly issuedthe Offer, fully paid the Merger and non-assessable, issued free from preemptive rights, free the other transactions contemplated hereby and clear of all Encumbrances (other than those created or incurred by any Stockholder) thereby are advisable and in compliance with applicable U.S. state the best interests of the stockholders of the Company, (ii) has authorized, approved and federal securities Lawsadopted this Agreement, the Merger and the other transactions contemplated hereby and thereby and (iii) has approved the Offer. (c) As of the date hereof and pursuant to Section 203(b)(3) of the Delaware Law, the restrictions contained in Section 203 of Delaware Law are, and at all times on or prior to the Effective Time such restrictions shall be, inapplicable to the Offer, the Merger and the transactions contemplated by this Agreement.

Authority Relative to this Agreement. (a) The Buyer Company has all requisite corporate power and authority to execute and deliver the Transaction Documents to which it is a partythis Agreement, to perform its obligations thereunder and hereunder and, subject in the case of the Merger to obtaining the Required Shareholder Vote, if required, to consummate the Contemplated Transactions. The execution execution, delivery and delivery of the Transaction Documents to which it is a party, the performance of its obligations thereunder this Agreement by the Company and the consummation by the Company of the Contemplated Transactions, including, without limitation, the Stock Purchase, Transactions have been duly and validly authorized by all required necessary corporate or action, and no other action corporate proceedings on the part of the Buyer, and no other corporate or other proceedings on the part of Buyer Company are necessary to authorize the Transaction Documents to which it is a party this Agreement or to consummate the Contemplated TransactionsTransactions (other than, with respect to the Merger, the Required Shareholder Vote, if and to the extent required by applicable Law, and the filing of appropriate merger documents as required by the CGCL). This Agreement has been, and each of the other Transaction Documents to which it is a party will be, been duly and validly executed and delivered by the Buyer Company and, assuming this Agreement has beenthe due authorization, execution and each of the other Transaction Documents to which it is a party will bedelivery by Parent and Purchaser, duly authorized, executed and delivered by the other parties thereto, this Agreement constitutes, and each of the other Transaction Documents to which it is a party will constitute, constitutes a legal, valid and binding obligation of the BuyerCompany, enforceable against it the Company in accordance with their respective its terms, except as limited by that (i) such enforcement may be subject to applicable Bankruptcy bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting creditors’ rights generally, and Equity Principles. (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (b) The shares Company Board, at a meeting duly called and held on October 2, 2010, at which all of Buyer Common Stock payable by the Buyer under directors of the Company were present, unanimously (i) determined that this Agreement have and the transactions contemplated hereby, including each of the Offer and the Merger (collectively, the “Transactions”), are advisable, fair to, and in the best interests of the Company and holders of Company Shares, (ii) approved this Agreement, the Tender and Support Agreement and the Transactions (such approval having been duly authorized and, upon issuance made in accordance with the terms CGCL) for all purposes, including for purposes of the Company Rights Agreement, and (iii) recommended that the holders of Company Shares accept the Offer and tender Company Shares pursuant to the Offer, and to the extent required by applicable Law, approve this Agreement and the Transactions. A true and complete copy of any resolutions of the Company Board reflecting any approvals referred to in the preceding sentence has been made available to Parent prior to the execution of this Agreement, will be validly issued, fully paid and non-assessable, issued free from preemptive rights, free and clear of all Encumbrances (other than those created or incurred by any Stockholder) and in compliance with applicable U.S. state and federal securities Laws.

Authority Relative to this Agreement. (a) The Buyer Company has all requisite necessary corporate power and authority to execute and deliver the Transaction Documents to which it is a party, to perform its obligations thereunder this Agreement and to consummate the Contemplated Transactionstransactions contemplated hereby. The execution and delivery of the Transaction Documents to which it is a party, the performance of its obligations thereunder and the consummation of the Contemplated Transactions, including, without limitation, the Stock Purchase, have been duly and validly authorized by all required No other corporate or other action proceedings on the part of the Buyer, and no other corporate or other proceedings on the part of Buyer Company are necessary to authorize the Transaction Documents to which it is a party this Agreement or to consummate the Contemplated Transactionstransactions contemplated hereby (other than, with respect to the Merger, the Company Requisite Vote (as hereinafter defined)). This Agreement has been, and each of the other Transaction Documents to which it is a party will be, been duly and validly executed and delivered by the Buyer andCompany and constitutes a valid, assuming this Agreement has been, legal and each binding agreement of the other Transaction Documents to which it is a party will be, duly authorized, executed and delivered by the other parties thereto, this Agreement constitutes, and each of the other Transaction Documents to which it is a party will constitute, a legal, valid and binding obligation of the BuyerCompany, enforceable against it the Company in accordance with their respective its terms, except subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and subject, as limited to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). (b) The Company Board has duly and validly authorized the execution and delivery of this Agreement and approved the consummation of the transactions contemplated hereby, and has taken all corporate actions required to be taken by applicable Bankruptcy the Company Board for the consummation of the transactions, including the Offer and Equity Principlesthe Merger, contemplated hereby and, subject to Section 6.04(b), has resolved (i) to deem this Agreement and the transactions contemplated hereby, including the Merger, taken together, advisable and fair to and in the best interests of the Company and its stockholders, and (ii) to recommend that the stockholders of the Company approve and adopt this Agreement. The shares Company Board has directed that this Agreement be submitted to the stockholders of Buyer Common Stock payable the Company for their approval. The affirmative approval of the holders of Shares representing a majority of the votes that may be cast by the Buyer under holders of all outstanding Shares (the "Company Requisite Vote") is the only vote of the holders of any class or series of capital stock of the Company necessary to adopt this Agreement have been duly authorized andand approve the transactions contemplated hereby, upon issuance in accordance with including the terms of this Agreement, will be validly issued, fully paid and non-assessable, issued free from preemptive rights, free and clear of all Encumbrances (other than those created or incurred by any Stockholder) and in compliance with applicable U.S. state and federal securities LawsMerger.

Authority Relative to this Agreement. (a) The Buyer Company has all requisite necessary corporate power and authority to execute and deliver the Transaction Documents to which it is a partythis Agreement, to perform its obligations thereunder and hereunder and, assuming that the transactions contemplated by this Agreement are consummated in accordance with Section 251(h) of the DGCL, to consummate the Contemplated Transactions. The execution execution, delivery and delivery of the Transaction Documents to which it is a party, the performance of its obligations thereunder this Agreement by the Company and the consummation by the Company of the Contemplated Transactions, including, without limitation, the Stock Purchase, Transactions have been duly and validly authorized by all required necessary corporate or action, and no other action corporate proceedings on the part of the Buyer, and no other corporate or other proceedings on the part of Buyer Company are necessary to authorize the Transaction Documents to which it is a party this Agreement or to consummate the Contemplated TransactionsTransactions (assuming that Merger is consummated in accordance with Section 251(h) of the DGCL). This Agreement has been, and each of the other Transaction Documents to which it is a party will be, been duly and validly executed and delivered by the Buyer Company and, assuming this Agreement has beenthe due authorization, execution and each of the other Transaction Documents to which it is a party will bedelivery by Parent and Purchaser, duly authorized, executed and delivered by the other parties thereto, this Agreement constitutes, and each of the other Transaction Documents to which it is a party will constitute, constitutes a legal, valid and binding obligation of the BuyerCompany, enforceable against it the Company in accordance with their respective its terms, except as limited by that (i) such enforcement may be subject to applicable Bankruptcy bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting creditors’ rights generally, and Equity Principles. (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (b) The shares Company Board, at a meeting duly called and held on March 16, 2015, at which all of Buyer Common Stock payable by the Buyer under directors of the Company were present, unanimously (i) determined that this Agreement have and the transactions contemplated hereby, including each of the Offer and the Merger (collectively, the “Transactions”), are advisable, fair to, and in the best interests of the Company and holders of Company Shares, (ii) based on written representations and warranties made by Parent and Purchaser, determined that neither Parent nor Purchaser is an “interested stockholder” as defined in Section 203(c) of the DGCL; (iii) adopted this Agreement and the Transactions (such adoption having been duly authorized and, upon issuance made in accordance with the terms DGCL; (iv) recommended that the holders of Company Shares accept the Offer and tender Company Shares pursuant to the Offer and (v) resolving that this Agreement and the Merger shall be governed by Section 251(h) of the DGCL and that the Merger shall be consummated as soon as practicable following the Acceptance Time. Assuming the representations and warranties set forth in Section 5.7 are true and correct, such resolutions are sufficient to render inapplicable to Parent and Purchaser and this Agreement, will the Offer, the Merger or any other Transaction, and the Tender Agreement and the transactions contemplated thereby, the provisions of Section 203 of the DGCL to the extent, if any, such section would otherwise be validly issuedapplicable to this Agreement, fully paid the Offer, the Merger or any other Transaction, or the Support Agreement or the transactions contemplated thereby, and non-assessableno other state takeover statute or similar statute or regulation, issued free from preemptive rightsand no analogous provision in the Certificate of Incorporation or the Company Bylaws, free and clear applies to the Company with respect to this Agreement, the Offer, the Merger or any other Transaction, or the Support Agreement, or the transactions contemplated thereby. There is no stockholder rights plan, “poison pill” antitakeover plan or similar device in effect with respect to the Company or any Company Subsidiary to which the Company or any of all Encumbrances (other than those created the Company Subsidiaries is a party or incurred by any Stockholder) and in compliance with applicable U.S. state and federal securities Lawsotherwise bound.

Authority Relative to this Agreement. (a) The Buyer Company has all requisite necessary limited liability company power and authority to execute and deliver the Transaction Documents to which it is a partythis Agreement, to perform its obligations thereunder hereunder and to consummate the Contemplated Transactions. The execution and delivery of this Agreement by the Transaction Documents to which it is a party, the performance of its obligations thereunder Company and the consummation by the Company of the Contemplated Transactions, including, without limitation, the Stock Purchase, Transactions have been duly and validly authorized by all required corporate or necessary limited liability company action, and no other action limited liability company proceedings on the part of the Buyer, and no other corporate or other proceedings on the part of Buyer Company are necessary to authorize the Transaction Documents to which it is a party this Agreement or to consummate the Contemplated Transactions. This Agreement has been, and each of the other Transaction Documents to which it is a party will be, been duly and validly executed and delivered by the Buyer Company and, assuming this Agreement has beenthe due authorization, execution and each of the other Transaction Documents to which it is a party will be, duly authorized, executed and delivered delivery by the other parties theretopersons signatory hereto, this Agreement constitutes, and each of the other Transaction Documents to which it is a party will constitute, constitutes a legal, valid and binding obligation of the BuyerCompany, enforceable against it the Company in accordance with their respective its terms, except as limited by applicable Bankruptcy bankruptcy, insolvency, reorganization, moratorium and Equity Principlesother laws of general application affecting enforcement of creditors’ rights generally or by general equitable principles (the “Remedies Exceptions”). (b) The Company Board, by resolutions duly adopted by unanimous vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way, or by unanimous written consent, has duly approved and adopted this Agreement and the Transactions. The shares members of Buyer Common Stock payable the Company, by the Buyer under resolutions duly adopted by unanimous vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way, or by unanimous written consent, have duly approved and adopted this Agreement have been duly authorized andand the Transactions. Other than as set forth in the previous sentence, upon issuance in accordance with no additional approval or vote from any holders of any equity interests of the terms of Company is necessary for the Company to adopt this Agreement, will be validly issued, fully paid Agreement and non-assessable, issued free from preemptive rights, free and clear of all Encumbrances (other than those created or incurred by any Stockholder) and in compliance with applicable U.S. state and federal securities Lawsapprove the Transactions.

Authority Relative to this Agreement. The Buyer Each of Parent and Purchaser has all the requisite corporate power and authority to execute and deliver the Transaction Documents to which it is a party, to perform its obligations thereunder enter into this Agreement and to consummate the Contemplated Transactionscarry out its respective obligations hereunder. The execution and delivery of the Transaction Documents to which it is a party, the performance of its obligations thereunder this Agreement by Parent and Purchaser and the consummation by Parent and Purchaser of the Contemplated Transactions, including, without limitation, the Stock Purchase, transactions contemplated hereby have been duly and validly authorized by all required corporate or other action on the part Boards of the BuyerDirectors of Parent and Purchaser, and no other corporate or proceedings (other proceedings than such consents which have already been obtained) on the part of Buyer Parent or Purchaser are necessary to authorize this Agreement and the Transaction Documents to which it is a party or to consummate the Contemplated Transactionstransactions contemplated hereby. This Agreement has been, and each of the other Transaction Documents to which it is a party will be, been duly and validly executed and delivered by the Buyer and, assuming this Agreement has been, Parent and each of the other Transaction Documents to which it is Purchaser and constitutes a party will be, duly authorized, executed and delivered by the other parties thereto, this Agreement constitutes, and each of the other Transaction Documents to which it is a party will constitute, a legal, valid and binding obligation of the Buyereach such company, enforceable against it in accordance with their respective its terms, except as to the extent that enforceability thereof may be limited by applicable Bankruptcy bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors rights generally or by equitable principles. None of Parent or Purchaser is subject to or obligated under any provision of (a) its respective Certificate of Incorporation or By-Laws, (b) any contract, (c) any license, franchise or permit or (d) any law, regulation, order, judgment or decree, which would be breached or violated or in respect of which a right of termination or acceleration or any encumbrance on any of its or any of its subsidiaries assets could be created by its execution, delivery and Equity Principles. The shares performance of Buyer Common Stock payable by the Buyer under this Agreement and the consummation by it of the transactions contemplated hereby, other than consent requirements that have already been duly authorized satisfied and, upon issuance in accordance the cases of clauses (b), (c) and (d), any such breaches or violations which will not, individually or in the aggregate, have a Material Adverse Effect. Other than in connection with or in compliance with the terms provisions of the Delaware Law, the Exchange Act, the securities or blue-sky laws of the various states of the United States and the provinces of Canada and the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, (the "H-S-R ACT"), no authorization, consent or approval of or filing with, any public body, court or authority is necessary on the part of Parent or Purchaser for the consummation by Parent and Purchaser of the transactions contemplated by this Agreement, will except for such authorizations, consents, approvals and filings as to which the failure to obtain or make would not, individually or in the aggregate, reasonably be validly issued, fully paid and non-assessable, issued free from preemptive rights, free and clear expected to have a Material Adverse Effect on Parent or Purchaser or on the ability of all Encumbrances (other than those created Parent or incurred by any Stockholder) and in compliance with applicable U.S. state and federal securities LawsPurchaser to perform their respective obligations hereunder.

Authority Relative to this Agreement. The Buyer Company has all requisite necessary corporate power and authority to execute and deliver the Transaction Documents to which it is a partythis Agreement, to perform its obligations thereunder hereunder and to consummate the Contemplated TransactionsMerger. The execution and delivery of this Agreement by the Transaction Documents to which it is a party, the performance of its obligations thereunder Company and the consummation by the Company of the Contemplated Transactions, including, without limitation, the Stock Purchase, Merger have been duly and validly authorized by all required necessary corporate or other action on the part of the BuyerCompany, and no other corporate or other proceedings on the part of Buyer the Company are necessary to authorize the Transaction Documents to which it is a party this Agreement or to consummate the Contemplated TransactionsMerger (other than, with respect to the Merger, the approval and adoption of this Agreement by the holders of a majority of the then-outstanding Shares, if and to the extent required by applicable Law, and the filing and recordation of appropriate merger documents as required by the DGCL). The Company represents that the Board, at a meeting duly called and held on September 30, 2007, has unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are fair to, and in the best interests of, the holders of Shares, (ii) approved, adopted and declared advisable this Agreement and the Merger and (iii) resolved to recommend that the holders of Shares approve and adopt this Agreement and the Merger. This Agreement has been, and each of the other Transaction Documents to which it is a party will be, been duly and validly executed and delivered by the Buyer Company and, assuming this Agreement has beenthe due authorization, execution and each of the other Transaction Documents to which it is a party will bedelivery by Parent and Purchaser, duly authorized, executed and delivered by the other parties thereto, this Agreement constitutes, and each of the other Transaction Documents to which it is a party will constitute, a constitutes legal, valid and binding obligation obligations of the BuyerCompany, enforceable against it the Company in accordance with their respective its terms, except as such enforcement may be limited by applicable Bankruptcy (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors’ rights generally, and Equity Principles(ii) general equitable principles. The shares of Buyer Common Stock payable by the Buyer under Board has unanimously approved this Agreement have been duly authorized andand the Merger and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203(a) of the DGCL shall not apply to the Merger. To the knowledge of the Company, upon issuance in accordance with no other state takeover statute is applicable to the terms of this Agreement, will be validly issued, fully paid and non-assessable, issued free from preemptive rights, free and clear of all Encumbrances (other than those created or incurred by any Stockholder) and in compliance with applicable U.S. state and federal securities LawsMerger.

Authority Relative to this Agreement. The Buyer Company has all requisite limited liability company power and authority to execute and deliver the Transaction Documents to which it is a party, this Agreement and to perform its obligations thereunder hereunder in accordance with and upon the terms and conditions set forth herein, subject to consummate the Contemplated Transactionsapproval and adoption of this Agreement, the Suntuity Merger and the Transactions by the Company Members. The Key Company Member owns a sufficient number of Company Interests to approve and adopt this Agreement, the Suntuity Merger and the Transactions by Member Approval in accordance with the Company LLC Agreement and the RULLCA. The execution and delivery of this Agreement by the Transaction Documents to which it is a party, the performance of its obligations thereunder Company and the consummation by the Company of the Contemplated Transactions, including, without limitation, the Stock Purchase, Transactions have been duly and validly authorized and approved by all required corporate or other action on the part of Company Management Committee and, subject to obtaining the BuyerMember Approval, and no other corporate or other proceedings on the part of Buyer the Company or its members are necessary to authorize the Transaction Documents to which it is a party this Agreement or to consummate the Contemplated Transactions. This Agreement has been, and each of the other Transaction Documents to which it is a party will be, been duly and validly executed and delivered by the Buyer Company and, assuming this Agreement has beenthe due authorization, execution and each of the other Transaction Documents to which it is a party will bedelivery by Acquiror Group, duly authorized, executed and delivered by the other parties thereto, this Agreement constitutes, and each of the other Transaction Documents to which it is a party will constitute, constitutes a legal, valid and binding obligation of the BuyerCompany, enforceable against it the Company in accordance with their respective its terms; provided, except as that the enforceability hereof may be limited by applicable Bankruptcy bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and Equity Principles. The shares similar Laws relating to or affecting creditors’ rights generally and by general principles of Buyer Common Stock payable by equity affecting the Buyer under this Agreement have been duly authorized and, upon issuance in accordance with availability of specific performance and other equitable remedies (the terms of this Agreement, will be validly issued, fully paid and non-assessable, issued free from preemptive rights, free and clear of all Encumbrances (other than those created or incurred by any Stockholder) and in compliance with applicable U.S. state and federal securities Laws“Enforceability Exceptions”).

Authority Relative to this Agreement. (a) The Buyer Company has all requisite necessary corporate power and authority to execute and deliver the Transaction Documents to which it is a partythis Agreement, to perform its obligations thereunder and hereunder and, subject in the case of the Merger to obtaining the Required Shareholder Vote, if required, to consummate the Contemplated Transactions. The execution execution, delivery and delivery of the Transaction Documents to which it is a party, the performance of its obligations thereunder this Agreement by the Company and the consummation by the Company of the Contemplated Transactions, including, without limitation, the Stock Purchase, Transactions have been duly and validly authorized by all required necessary corporate or action, and no other action corporate proceedings on the part of the Buyer, and no other corporate or other proceedings on the part of Buyer Company are necessary to authorize the Transaction Documents to which it is a party this Agreement or to consummate the Contemplated TransactionsTransactions (other than, with respect to the Merger, the Required Shareholder Vote, if and to the extent required by applicable Law, and the filing and recordation of appropriate merger documents as required by the DGCL). This Agreement has been, and each of the other Transaction Documents to which it is a party will be, been duly and validly executed and delivered by the Buyer Company and, assuming this Agreement has beenthe due authorization, execution and each of the other Transaction Documents to which it is a party will bedelivery by Parent and Purchaser, duly authorized, executed and delivered by the other parties thereto, this Agreement constitutes, and each of the other Transaction Documents to which it is a party will constitute, constitutes a legal, valid and binding obligation of the BuyerCompany, enforceable against it the Company in accordance with their respective its terms, except as limited by that (i) such enforcement may be subject to applicable Bankruptcy bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting creditors’ rights generally, and Equity Principles. (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (b) The shares Company Board, at a meeting duly called and held on June 3, 2009, at which all of Buyer Common Stock payable by the Buyer under directors of the Company were present, unanimously (i) determined that this Agreement have and the transactions contemplated hereby, including each of the Offer and the Merger (collectively, the “Transactions”), are advisable, fair to, and in the best interests of the holders of Company Shares, (ii) approved and adopted this Agreement and the Transactions (such approval and adoption having been duly authorized and, upon issuance made in accordance with the terms DGCL), (iii) recommended that the holders of Company Shares accept the Offer and tender Company Shares pursuant to the Offer, and to the extent required by applicable Law, approve and adopt this Agreement, will the Stockholder Agreement and the Transactions, (iv) adopted a resolution causing none of the Company, any of the Transactions or this Agreement or the Stockholder Agreement to be validly issuedsubject to any restriction set forth in any state takeover Law or similar Law that might otherwise apply, fully paid and non-assessable(v) amended the Rights Agreement as contemplated herein, issued free from preemptive rightswhich actions and resolutions have not been subsequently rescinded, free and clear of all Encumbrances (other than those created modified or incurred by withdrawn in any Stockholder) and in compliance with applicable U.S. state and federal securities Lawsway.

Authority Relative to this Agreement. (a) The Buyer Company has all requisite necessary corporate power and authority to execute and deliver the Transaction Documents to which it is a partythis Agreement, to perform its obligations thereunder and hereunder and, subject in the case of the Merger to obtaining the Required Stockholder Vote, to consummate the Contemplated Transactions. The execution execution, delivery and delivery of the Transaction Documents to which it is a party, the performance of its obligations thereunder this Agreement by the Company and the consummation by the Company of the Contemplated Transactions, including, without limitation, the Stock Purchase, Transactions have been duly and validly authorized by all required necessary corporate or action, and no other action corporate proceedings on the part of the Buyer, and no other corporate or other proceedings on the part of Buyer Company are necessary to authorize the Transaction Documents to which it is a party this Agreement or to consummate the Contemplated TransactionsTransactions (other than, with respect to the Merger, the Required Stockholder Vote, and the filing of appropriate certificate of merger as required by the DGCL). This Agreement has been, and each of the other Transaction Documents to which it is a party will be, been duly and validly executed and delivered by the Buyer Company and, assuming this Agreement has beenthe due authorization, execution and each of the other Transaction Documents to which it is a party will bedelivery by Parent and Purchaser, duly authorized, executed and delivered by the other parties thereto, this Agreement constitutes, and each of the other Transaction Documents to which it is a party will constitute, constitutes a legal, valid and binding obligation of the BuyerCompany, enforceable against it the Company in accordance with their respective its terms, except as limited by that (i) such enforcement may be subject to applicable Bankruptcy bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting creditors’ rights generally, and Equity Principles. (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (b) The shares Company Board, at a meeting duly called and held on August 21, 2014, at which all of Buyer Common Stock payable by the Buyer under directors of the Company were present (i) determined that this Agreement have and the transactions contemplated hereby, including the Merger (collectively, the “Transactions”), are fair to, and in the best interests of, the Company and holders of Company Shares, (ii) approved, adopted and declared advisable this Agreement and the Transactions (such approval, adoption and declaration having been duly authorized and, upon issuance made in accordance with the terms DGCL), and (iii) resolved to recommend that the holders of Company Shares approve and adopt this Agreement, will be validly issued, fully paid Agreement and non-assessable, issued free from preemptive rights, free and clear of all Encumbrances the Transactions (other than those created or incurred by any Stockholderthe “Company Board Recommendation”) and in compliance with applicable U.S. state and federal securities Lawsdirected that such matter be submitted for consideration of the stockholders of the Company at the Stockholders’ Meeting.

Authority Relative to this Agreement. The Buyer Company has all requisite necessary corporate power and authority to execute and deliver the Transaction Documents to which it is a partythis Agreement, to perform its obligations thereunder hereunder and to consummate the Contemplated Transactionstransactions contemplated hereby. The execution and delivery Assuming the accuracy of Newco's representations contained in Section 4.7 (without giving effect to the Transaction Documents to which it is a partyknowledge qualification thereof), the execution, delivery and performance of its obligations thereunder this Agreement by the Company and the consummation by the Company of the Contemplated Transactions, including, without limitation, the Stock Purchase, transactions contemplated hereby have been duly and validly authorized by all required necessary corporate or action and no other action corporate proceedings on the part of the Buyer, and no other corporate or other proceedings on the part of Buyer Company are necessary to authorize the Transaction Documents to which it is a party this Agreement or to consummate the Contemplated Transactionstransactions so contemplated (other than, with respect to the Merger, the approval of this Agreement by the holders of a majority of the outstanding shares of Company Common Stock, and the filing and recordation of appropriate merger documents as required by the DGCL). This Agreement has been, and each of the other Transaction Documents to which it is a party will be, been duly and validly executed and delivered by the Buyer Company and, assuming this Agreement has beenthe due authorization, execution and each of the other Transaction Documents to which it is a party will bedelivery hereof by Newco, duly authorized, executed and delivered by the other parties thereto, this Agreement constitutes, and each of the other Transaction Documents to which it is a party will constitute, constitutes a legal, valid and binding obligation of the Buyer, Company enforceable against it the Company in accordance with their respective its terms, except as limited by applicable Bankruptcy and Equity Principles. The shares Board of Buyer Common Stock payable by Directors of the Buyer under this Agreement have been duly authorized and, upon issuance in accordance with the terms of Company has approved this Agreement, will be validly issuedthe Voting Agreement (including the option contemplated thereby) and, fully paid to the extent necessary, the Employment Arrangements and non-assessablethe transactions contemplated hereby and thereby (including the Merger) (provided, issued free from preemptive rightsin the case of the Voting Agreement and the Employment Arrangements, free that such approval is limited to the forms provided to the Company at the time of execution hereof without giving effect to any amendments, modifications or waivers thereunder not approved by the Company) so as to render inapplicable hereto and clear thereto the limitation on business combinations contained in Section 203 of all Encumbrances the DGCL (or any similar provision). As a result of the foregoing actions, assuming the accuracy of Newco's representations contained in Section 4.7 (without giving effect to the knowledge qualification thereof), the only vote required to authorize the Merger is the affirmative vote of a majority of the outstanding shares of Company Common Stock. To the knowledge of the Company, no state takeover statute or similar statute or regulation, other than those created Section 203 of the DGCL, applies or incurred purports to apply to this Agreement, the Merger, the Voting Agreement, the Employment Arrangements, or any of the other transactions contemplated hereby or thereby. No provision of the certificate of incorporation, by-laws or other governing instruments of the Company or any of its Subsidiaries would, directly or indirectly, restrict or impair the ability of Newco or its affiliates to vote, or otherwise to exercise the rights of a stockholder with respect to, securities of the Company and its Subsidiaries that may be acquired or controlled by Newco or its affiliates or permit any Stockholder) stockholder to acquire securities of the Company on a basis not available to Newco in the event that Newco were to acquire securities of the Company, and in compliance with applicable U.S. state and federal securities Lawsneither the Company nor any of its Subsidiaries has any rights plan, preferred stock or similar arrangement which have any of the aforementioned consequences.

Authority Relative to this Agreement. (a) The Buyer Company has all requisite necessary power and authority to execute and deliver the Transaction Documents to which it is a partythis Agreement, to perform its obligations thereunder hereunder and to consummate the Contemplated Transactions. The execution and delivery of this Agreement by the Transaction Documents to which it is a party, the performance of its obligations thereunder Company and the consummation by the Company of the Contemplated Transactions, including, without limitation, the Stock Purchase, Transactions have been duly and validly authorized by all required necessary corporate or action and no other action corporate proceedings on the part of the Buyer, and no other corporate or other proceedings on the part of Buyer Company are necessary to authorize the Transaction Documents to which it is a party this Agreement or to consummate the Contemplated TransactionsTransactions (subject to the filing and recordation of appropriate merger documents as required by the DGCL). This Agreement has been, and each of the other Transaction Documents to which it is a party will be, been duly and validly executed and delivered by the Buyer Company and, assuming this Agreement has beenthe due authorization, execution and each of the other Transaction Documents to which it is a party will bedelivery by Parent, duly authorizedAcquisitionCo and Merger Sub, executed and delivered by the other parties thereto, this Agreement constitutes, and each of the other Transaction Documents to which it is a party will constitute, constitutes a legal, valid and binding obligation of the BuyerCompany, enforceable against it the Company in accordance with their respective its terms, except as to the extent that enforceability thereof may be limited by applicable Bankruptcy bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and Equity Principles. by principles of equity regarding the availability of remedies. (b) The shares Company Board (upon the unanimous recommendation of Buyer Common Stock payable the Special Committee), by resolutions duly adopted by a vote at a meeting duly called and held and not subsequently rescinded or modified in any way (the Buyer under “Company Board Approval”), has unanimously (i) approved and declared advisable this Agreement have been duly authorized andand the Transactions, upon issuance (ii) declared that it is fair to and in accordance with the best interests of the Company and the stockholders of the Company that the Company enter into this Agreement and consummate the Transactions on the terms of and subject to the conditions set forth in this Agreement, will (iii) recommended to the stockholders of the Company that they accept the Offer and tender their shares of Common Stock pursuant to the Offer, and (iv) resolved that the Merger shall be validly issuedeffected under Section 251(h) of the DGCL and that the Merger shall be consummated as soon as practicable following the Acceptance Time. (c) No “fair price,” “moratorium,” “control share acquisition,” “business combination” or other similar antitakeover Law (each, fully paid a “Takeover Law”) is applicable to this Agreement or any of the Transactions. (d) The Special Committee has received the opinion of the financial advisor to the Special Committee, Xxxxxxxx Xxxxx Capital, Inc., dated the date of the meeting of the Special Committee at which the Special Committee resolved to recommend to the Company Board that it approve this Agreement, to the effect that, as of such date and non-assessablebased upon and subject to the various assumptions, issued free from preemptive rightsqualifications and other matters and limitations considered in connection with the preparation of such opinion, free the Offer Price and clear Merger Consideration to be received by the holders of all Encumbrances Common Stock (other than those created or incurred by any StockholderParent, AcquisitionCo and Merger Sub and their respective Affiliates, including, without limitation, SPH Group Holdings LLC, Steel Partners Holdings L.P., Xxxxxx X. Xxxxxxxxxxxx and Xxxx X. Xxxxxx (collectively, the “Affiliated Holders”)) in the Offer and in compliance with applicable U.S. state and federal securities Lawsthe Merger pursuant to this Agreement are fair, from a financial point of view, to the holders of Common Stock other than the Affiliated Holders.

Authority Relative to this Agreement. (a) The Buyer Company has all requisite necessary corporate power and authority to execute and deliver the Transaction Documents to which it is a partythis Agreement, to perform its obligations thereunder and hereunder and, subject to obtaining the Required Company Vote, to consummate the Contemplated Transactions. The execution execution, delivery and delivery of the Transaction Documents to which it is a party, the performance of its obligations thereunder this Agreement by the Company and the consummation by the Company of the Contemplated Transactions, including, without limitation, the Stock Purchase, Transactions have been duly and validly authorized by all required necessary corporate or action, and no other action corporate proceedings on the part of the Buyer, and no other corporate or other proceedings on the part of Buyer Company are necessary to authorize the Transaction Documents to which it is a party this Agreement or to consummate the Contemplated TransactionsTransactions (other than, with respect to the Merger, the Required Company Vote and the filing and recordation of the Certificate of Merger pursuant to the DGCL). This Agreement has been, and each of the other Transaction Documents to which it is a party will be, been duly and validly executed and delivered by the Buyer Company and, assuming this Agreement has beenthe due authorization, execution and each of the other Transaction Documents to which it is a party will bedelivery by Parent and Merger Sub, duly authorized, executed and delivered by the other parties thereto, this Agreement constitutes, and each of the other Transaction Documents to which it is a party will constitute, constitutes a legal, valid and binding obligation of the BuyerCompany, enforceable against it the Company in accordance with their respective its terms, except as limited by that (i) such enforcement may be subject to applicable Bankruptcy bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally, and Equity Principles. (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (b) The shares Company Board, at a meeting duly called and held on August 18, 2010, at which all of Buyer Common Stock payable by the Buyer under directors of the Company were present, unanimously (i) determined that the Merger is fair to, and in the best interests of the holders of Company Shares, (ii) approved and declared advisable this Agreement have and the Transactions (such approval and adoption having been duly authorized and, upon issuance made in accordance with the terms DGCL), (iii) resolved to recommend that the holders of Company Shares adopt this AgreementAgreement (clause (i) – (iii) collectively, will the “Company Board Recommendation”), and (iv) adopted a resolution causing none of the Company, any of the Transactions or this Agreement to be validly issuedsubject to any restriction set forth in any state takeover Law Table of Contents or similar Law that might otherwise apply, fully paid which actions and non-assessableresolutions have not been subsequently rescinded, issued free from preemptive rights, free and clear of all Encumbrances modified or withdrawn in any way (other than those created or incurred as permitted by any Stockholder) and in compliance with applicable U.S. state and federal securities Lawsthis Agreement).

Authority Relative to this Agreement. (a) The Buyer Company has all the requisite corporate power and authority to execute and deliver the Transaction Documents to which it is a party, to perform its obligations thereunder this Agreement and to consummate the Contemplated Transactionstransactions contemplated hereby. The execution and delivery of the Transaction Documents to which it is a party, the performance of its obligations thereunder This Agreement and the consummation by the Company of the Contemplated Transactions, including, without limitation, the Stock Purchase, transactions contemplated hereby have been duly and validly authorized by all required the Board of Directors of the Company and no other corporate or other action proceedings on the part of the Buyer, and no other corporate or other proceedings on the part of Buyer Company are necessary to authorize the Transaction Documents to which it is a party this Agreement or to consummate the Contemplated Transactionstransactions contemplated hereby (other than, with respect to the Merger, the approval of this Agreement by the shareholders of the Company, including Purchaser, in accordance with the Company's Certificate of Incorporation). This Agreement has been, and each of the other Transaction Documents to which it is a party will be, been duly and validly executed and delivered by the Buyer Company and, assuming this Agreement has been, and each of constitutes the other Transaction Documents to which it is a party will be, duly authorized, executed and delivered by the other parties thereto, this Agreement constitutes, and each of the other Transaction Documents to which it is a party will constitute, a legal, valid and binding obligation agreement of each of Parent and Purchaser, constitutes the valid and binding agreement of the BuyerCompany, enforceable against it the Company in accordance with their respective its terms, except as that the enforcement hereof may be limited by applicable Bankruptcy (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally and Equity Principles. (ii) general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). (b) The shares Board of Buyer Common Stock payable Directors of the Company has duly and validly approved and taken all corporate action required to be taken by the Buyer under this Agreement have been duly authorized andBoard of Directors for the consummation of the transactions (including the Offer, upon issuance the acquisition of Shares pursuant to the Offer and the Merger) contemplated herein in accordance with the terms hereof, including but not limited to, all actions required to (i) render the provisions of Section 203 of the DGCL restricting business combinations with "interested stockholders" inapplicable to such transactions and (ii) amend the Rights Agreement to provide that certificates with respect to the Rights will not be distributed and the Rights will not become exercisable as a result of any of the execution of this Agreement, will be validly issued, fully paid and non-assessable, issued free from preemptive rights, free and clear the commencement or consummation of all Encumbrances (other than those created the Offer or incurred by any Stockholder) and in compliance with applicable U.S. state and federal securities Lawsthe consummation of the Merger.

Authority Relative to this Agreement. (a) The Buyer Company has all the requisite corporate power and authority to execute and deliver the Transaction Documents to which it is a partythis Agreement, to perform its obligations thereunder under this Agreement and to consummate the Contemplated Transactionstransactions contemplated hereby. The execution and delivery of the Transaction Documents to which it is a partythis Agreement, the performance of its obligations thereunder and the consummation of the Contemplated Transactions, including, without limitation, the Stock Purchasetransactions contemplated hereby, have been duly and validly authorized by all required the Company Board, and no other corporate or other action proceedings on the part of the Buyer, and no other corporate or other proceedings on the part of Buyer Company are necessary to authorize the Transaction Documents to which it is a party this Agreement, or to consummate the Contemplated Transactionstransactions contemplated hereby, except the approval of this Agreement by the holders of a majority of the outstanding Shares. This Agreement has been, and each of the other Transaction Documents to which it is a party will be, been duly and validly executed and delivered by the Buyer Company and, assuming this Agreement has beenthe due authorization, execution and each delivery by Parent and Acquisition, constitute the valid, legal and binding agreements of the other Transaction Documents to which it is a party will be, duly authorized, executed and delivered by the other parties thereto, this Agreement constitutes, and each of the other Transaction Documents to which it is a party will constitute, a legal, valid and binding obligation of the BuyerCompany, enforceable against it the Company in accordance with their respective terms, except as limited by subject to any applicable Bankruptcy bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to creditors' rights generally or to general principles of equity. (b) Without limiting the generality of the foregoing, the Board of Directors of the Company has unanimously (i) approved this Agreement, the Offer, the Merger and Equity Principles. The shares of Buyer Common Stock payable by the Buyer under this Agreement have been duly authorized and, upon issuance in accordance with the terms other transactions contemplated hereby and (ii) resolved to recommend approval and adoption of this Agreement, will be validly issued, fully paid the Merger and non-assessable, issued free from preemptive rights, free and clear the other transactions contemplated hereby by the Company's stockholders. The Board of all Encumbrances (other than those created Directors of the Company has not withdrawn or incurred by any Stockholder) and in compliance with applicable U.S. state and federal securities Lawsmodified such approval or resolution to recommend.

Authority Relative to this Agreement. The Buyer Company has all requisite necessary corporate power and authority to execute and deliver the Transaction Documents to which it is a partythis Agreement, to perform its obligations thereunder hereunder and to consummate the Contemplated Transactionstransactions contemplated hereby. The execution and delivery of this Agreement by the Transaction Documents to which it is a party, the performance of its obligations thereunder Company and the consummation by the Company of the Contemplated Transactions, including, without limitation, the Stock Purchase, transactions contemplated hereby have been duly and validly authorized by all required necessary corporate or action, and no other action corporate proceedings on the part of the Buyer, and no other corporate or other proceedings on the part of Buyer Company are necessary to authorize the Transaction Documents to which it is a party this Agreement or to consummate the Contemplated Transactionstransactions so contemplated (other than, with respect to the Merger, the adoption of this Agreement by the holders of a majority in voting power of the outstanding shares of Company Common Stock voting together as a single class and the filing with the Secretary of State of the State of Delaware of the Certificate of Merger as required by the DGCL). The Board of Directors of the Company at a meeting duly called and held has unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable and fair to and in the best interests of the holders of the Shares, (ii) approved this Agreement and the transactions contemplated hereby, including the Merger, and (iii) recommended that the stockholders of the Company adopt this Agreement. This Agreement has been, and each of the other Transaction Documents to which it is a party will be, been duly and validly executed and delivered by the Buyer Company and, assuming this Agreement has beenthe due authorization, execution and each of the other Transaction Documents to which it is a party will bedelivery hereof by Newco, duly authorized, executed and delivered by the other parties thereto, this Agreement constitutes, and each of the other Transaction Documents to which it is a party will constitute, constitutes a legal, valid and binding obligation of the Buyer, Company enforceable against it the Company in accordance with their respective its terms, except as limited by applicable Bankruptcy subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and Equity Principlesother similar laws relating to or affecting creditors' rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. The shares only vote of Buyer Common Stock payable the stockholders of the Company required to adopt this Agreement is the affirmative vote 15 by the Buyer under this Agreement have been duly authorized and, upon issuance holders of a majority in accordance with voting power of the terms of this Agreement, will be validly issued, fully paid and non-assessable, issued free from preemptive rights, free and clear of all Encumbrances (other than those created or incurred by any Stockholder) and in compliance with applicable U.S. state and federal securities Lawsoutstanding Shares voting together as a single class.

Authority Relative to this Agreement. (a) The Buyer Company has all the requisite corporate power and authority to execute and deliver the Transaction Documents to which it is a party, to perform its obligations thereunder this Agreement and to consummate the Contemplated Transactionstransactions contemplated hereby. The execution and delivery of the Transaction Documents to which it is a party, the performance of its obligations thereunder This Agreement and the consummation by the Company of the Contemplated Transactions, including, without limitation, the Stock Purchase, transactions contemplated hereby have been duly and validly authorized by all required the Board of Directors of the Company and no other corporate or other action proceedings on the part of the Buyer, and no other corporate or other proceedings on the part of Buyer Company are necessary to authorize the Transaction Documents to which it is a party this Agreement or to consummate the Contemplated Transactionstransactions contemplated hereby (other than, with respect to the Merger, the approval of this Agreement by the shareholders of the Company, including Newco, in accordance with the BCL and the Company's Articles of Incorporation). This Agreement has been, and each of the other Transaction Documents to which it is a party will be, been duly and validly executed and delivered by the Buyer Company and, assuming this Agreement has been, and each of constitutes the other Transaction Documents to which it is a party will be, duly authorized, executed and delivered by the other parties thereto, this Agreement constitutes, and each of the other Transaction Documents to which it is a party will constitute, a legal, valid and binding obligation agreement of Parent and Newco, constitutes the valid and binding agreement of the BuyerCompany, enforceable against it the Company in accordance with their respective its terms, except as that the enforcement hereof may be limited by applicable Bankruptcy (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally and Equity Principles. (ii) general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). (b) The shares Board of Buyer Common Stock payable Directors of the Company has duly and validly approved and taken all corporate action required to be taken by the Buyer under this Agreement have been duly authorized andBoard of Directors for the consummation of the transactions (including the Offer, upon issuance the acquisition of Shares pursuant to the Offer and the Merger) contemplated herein in accordance with the terms hereof, including but not limited to, all actions required to (i) render the provisions of Section 180.1141 of the BCL restricting business combinations with "interested stockholders" inapplicable to such transactions and (ii) amend the Rights Agreement to provide that certificates with respect to the Rights will not be distributed and the Rights will not become exercisable as a result of any of the execution of this Agreement, will be validly issued, fully paid and non-assessable, issued free from preemptive rights, free and clear the commencement or consummation of all Encumbrances (other than those created the Offer or incurred by any Stockholder) and in compliance with applicable U.S. state and federal securities Lawsthe consummation of the Merger.

Authority Relative to this Agreement. (a) The Buyer Company has all the requisite corporate power and authority to execute and deliver each of this Agreement and the Registration Rights Agreement (collectively, the “Transaction Documents to which it is a party, to perform its obligations thereunder Documents”) and to consummate the Contemplated Transactionstransactions contemplated hereby and thereby. The execution and delivery of each of this Agreement and the other Transaction Documents to which it is a party, by the performance of its obligations thereunder Company and the consummation by the Company of the Contemplated Transactions, including, without limitation, the Stock Purchase, transactions contemplated hereby and thereby have been duly and validly authorized and approved by all required the Board of Directors of the Company and no other corporate or other action proceedings on the part of the Buyer, and no other corporate or other proceedings on the part of Buyer Company are necessary to authorize or approve this Agreement or the any other Transaction Documents to which it is a party Document or to consummate the Contemplated Transactionstransactions contemplated hereby or thereby. This Agreement has been, and each of the other Transaction Documents to which it is a party Document will bebe upon execution, duly and validly executed and delivered by the Buyer Company and, assuming this Agreement has beenthe due and valid authorization, execution and each of the other Transaction Documents to which it is a party will be, duly authorized, executed and delivered delivery by the other parties thereto, this Agreement constitutesif any, and each of the other Transaction Documents to which it is constitutes a party will constitute, a legal, valid and binding obligation of the Buyer, Company enforceable against it the Company in accordance with their respective its terms, except as that such enforceability (i) may be limited by applicable bankruptcy, insolvency, moratorium or other similar laws affecting or relating to the enforcement of creditors’ rights generally (the “Bankruptcy Exceptions”) and Equity Principles. (ii) is subject to general principles of equity. (b) The shares Board of Buyer Common Stock payable Directors of the Company, by resolutions duly adopted by unanimous vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way (the Buyer under “Company Board Approval”), has duly approved each of this Agreement have been duly authorized andand the transactions contemplated hereby. (c) Other than as set forth on Section 4.02 of the Company Disclosure Statement, upon issuance in accordance with the terms Company Board Approval is the only vote, approval or consent of any Person or entity necessary to approve this Agreement, will be validly issued, fully paid Agreement or any Transaction Document and non-assessable, issued free from preemptive rights, free and clear of all Encumbrances (other than those created the transactions contemplated hereby or incurred by any Stockholder) and in compliance with applicable U.S. state and federal securities Lawsthereby.

Authority Relative to this Agreement. The Buyer Subject to the approval and adoption of this Agreement by the Company's stockholders, the Company has all requisite necessary corporate power and authority to execute and deliver the Transaction Documents to which it is a partythis Agreement, to perform its obligations thereunder hereunder and to consummate the Contemplated Transactions. The execution and delivery of this Agreement by the Transaction Documents to which it is a party, the performance of its obligations thereunder Company and the consummation by the Company of the Contemplated Transactions, including, without limitation, the Stock Purchase, Transactions have been duly and validly authorized by all required necessary corporate or other action on the part of the BuyerCompany, and no other corporate or other proceedings on the part of Buyer the Company are necessary to authorize the Transaction Documents to which it is a party this Agreement or to consummate the Contemplated TransactionsTransactions (other than, with respect to the Merger, the approval and adoption of this Agreement by the holders of a majority of the then-outstanding shares of Company Class A Common Stock, if and to the extent required by applicable law, and the filing and recordation of appropriate merger documents as required by the DGCL). This Agreement has been, and each of the other Transaction Documents to which it is a party will be, been duly and validly executed and delivered by the Buyer Company and, assuming this Agreement has beenthe due authorization, execution and each of the other Transaction Documents to which it is a party will be, duly authorized, executed and delivered delivery by the other parties theretohereto, this Agreement constitutes, and each of the other Transaction Documents to which it is a party will constitute, constitutes a legal, valid and binding obligation of the BuyerCompany, enforceable against it the Company in accordance with their respective its terms, except as limited by subject to the effect of any applicable Bankruptcy bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting creditors' rights generally and Equity Principlessubject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity). The shares of Buyer Common Stock payable by the Buyer under this Agreement have been duly authorized and, upon issuance in accordance with the terms of Company Board has approved this Agreement, will be validly issuedthe Voting Agreements and the Transactions and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203(a) of the DGCL shall not apply to the Merger or any of the Transactions. To the knowledge of the Company, fully paid and non-assessable, issued free from preemptive rights, free and clear of all Encumbrances (no other than those created state takeover statute is applicable to the Merger or incurred by any Stockholder) and in compliance with applicable U.S. state and federal securities Lawsthe other Transactions.

Authority Relative to this Agreement. The Buyer has all requisite power execution, delivery and authority to execute and deliver the Transaction Documents to which it is a party, to perform its obligations thereunder and to consummate the Contemplated Transactions. The execution and delivery of the Transaction Documents to which it is a party, the performance of its obligations thereunder this Agreement and all other agreements and instruments executed in connection herewith or delivered pursuant hereto by the Company and the consummation of the Contemplated Transactions, including, without limitation, the Stock Purchase, transactions contemplated by this Agreement and all other agreements and instruments executed in connection herewith or delivered pursuant hereto have been duly and validly authorized by all required corporate or other requisite partnership action on the part of the Buyer, Company and no other corporate actions or other proceedings on the part of Buyer the Company are necessary to authorize the Transaction Documents execution, delivery and performance of this Agreement and all other agreements and instruments executed in connection herewith or delivered pursuant hereto by the Company. Other than approvals received on or prior to which it the date hereof, no vote of the holders of Units is a party necessary to approve this Agreement or to consummate the Contemplated Transactionstransactions contemplated hereby. This Agreement has and all other agreements and instruments executed in connection herewith or delivered pursuant hereto have been, and each of the other Transaction Documents to which it is a party or will be, duly and validly executed and delivered by the Buyer Company and, assuming with respect to this Agreement and any other such agreement, assuming it has been, and each of the other Transaction Documents to which it is a party will be, been duly authorized, executed and delivered by the any other parties theretoparty, this Agreement constitutes, and each of the other Transaction Documents to which it is a party or will constituteconstitute when executed, a legal, valid and binding obligation agreement of the BuyerCompany, enforceable against it the Company in accordance with their respective its terms, except as limited by applicable Bankruptcy that (a) enforcement may be subject to any bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other laws, now or hereafter in effect, relating to or limiting creditors’ rights generally, and Equity Principles. The shares of Buyer Common Stock payable by the Buyer under this Agreement have been duly authorized and, upon issuance in accordance with the terms (b) enforcement of this Agreement, will including, among other things, the remedy of specific performance and injunctive and other forms of equitable relief, may be validly issued, fully paid subject to equitable defenses and non-assessable, issued free from preemptive rights, free and clear to the discretion of all Encumbrances (other than those created or incurred by the court before which any Stockholder) and in compliance with applicable U.S. state and federal securities Lawsproceeding therefor may be brought.

Authority Relative to this Agreement. (a) The Buyer Company has all requisite full corporate power and authority to execute and deliver the Transaction Documents to which it is a partythis Agreement, to perform its obligations thereunder hereunder and, subject only to approval and adoption of this Agreement by the holders of shares of Company Common Stock representing a majority of the votes that may be cast by holders of such shares, to consummate the Contemplated Transactionstransactions contemplated hereby. The execution and delivery of the Transaction Documents to which it is a party, the performance of its obligations thereunder this Agreement and the consummation of the Contemplated Transactions, including, without limitation, the Stock Purchase, transactions contemplated hereby have been duly and validly authorized by all required necessary corporate or action and no other action corporate proceedings on the part of the Buyer, and no other corporate or other proceedings on the part of Buyer Company are necessary to authorize the Transaction Documents to which it is a party this Agreement or to consummate the Contemplated Transactionstransactions so contemplated (other than the approval of this Agreement by the holders of shares of Company Common Stock representing a majority of the votes that may be cast by holders of such shares). This Agreement has been, and each of the other Transaction Documents to which it is a party will be, been duly and validly executed and delivered by the Buyer Company and, assuming this Agreement has been, and each of the other Transaction Documents to which it is a party will be, been duly authorized, executed and delivered by the other parties theretoeach of Parent and Merger Sub, this Agreement constitutes, and each of the other Transaction Documents to which it is constitutes a party will constitute, a legal, valid and binding obligation agreement of the BuyerCompany, enforceable against it the Company in accordance with their respective its terms, except as limited by that (i) enforcement may be subject to applicable Bankruptcy bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting creditors’ rights generally and Equity Principles. The shares (ii) the remedy of Buyer Common Stock payable by specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the Buyer under discretion of the court before which any proceeding therefore may be brought. (b) At a meeting duly called and held, the Board has (i) unanimously determined that this Agreement have been duly authorized andand the transactions contemplated hereby are advisable and are fair to and in the best interests of the Company’s stockholders, upon issuance in accordance with (ii) unanimously approved and adopted this Agreement and the terms transactions contemplated hereby and (iii) unanimously resolved (subject to Section 5.02) to recommend approval and adoption of this Agreement, will be validly issued, fully paid and non-assessable, issued free from preemptive rights, free and clear of all Encumbrances (other than those created or incurred Agreement by any Stockholder) and in compliance with applicable U.S. state and federal securities Lawsits stockholders.

Authority Relative to this Agreement. The Buyer Company has all requisite the corporate power and authority to execute enter into this Agreement and deliver the Transaction Documents to which it is a party, to perform carry out its obligations thereunder and to consummate the Contemplated Transactionshereunder. The execution execution, delivery and delivery of the Transaction Documents to which it is a party, the performance of its obligations thereunder this Agreement by the Company and the consummation by the Company of the Contemplated Transactions, including, without limitation, the Stock Purchase, transactions contemplated hereby have been duly and validly authorized by all required the Company's Board of Directors, and no other corporate or other action proceedings on the part of the Buyer, and no other corporate or other proceedings on the part of Buyer Company are necessary to authorize this Agreement or the Transaction Documents transactions contemplated hereby, other than, with respect to which it is the Merger, the adoption of this Agreement by the affirmative vote of the holders of a party or majority of the outstanding shares of Common Stock (the "Requisite Company Vote"). Subject to consummate the Contemplated Transactions. This foregoing, this Agreement has been, and each of the other Transaction Documents to which it is a party will be, been duly and validly executed and delivered by the Buyer and, Company and (assuming this Agreement has been, and each of the other Transaction Documents to which it is constitutes a party will be, duly authorized, executed and delivered by the other parties thereto, this Agreement constitutes, and each of the other Transaction Documents to which it is a party will constitute, a legal, valid and binding obligation of Parent and Merger Sub) constitutes a valid and binding agreement of the BuyerCompany, enforceable against it the Company in accordance with their respective its terms, except as limited by subject to applicable Bankruptcy bankruptcy, reorganization, insolvency, moratorium and Equity Principlesother laws affecting creditors' rights generally from time to time in effect and to general equitable principles. The shares At a meeting on July 9, 2000, the Board of Buyer Common Stock payable by Directors of the Buyer under Company (i) unanimously adopted the plan of merger set forth in Articles I and II of this Agreement have been duly authorized andand approved this Agreement and the other transactions contemplated by this Agreement, upon issuance (ii) unanimously determined that the Merger is advisable, fair to, and in accordance with the terms best interests of, the stockholders of the Company and has determined to recommend to the stockholders the approval of this Agreement, will be validly issuedthe Merger, fully paid and non-assessable, issued free from preemptive rights, free the other transactions contemplated hereby and clear (iii) unanimously approved the Company Voting Agreement and the transactions contemplated thereby. The Board of Directors has taken all Encumbrances (necessary action so as to render Section 203 of the Delaware Corporate Law and Article Seventh of the Company's Amended and Restated Certificate of Incorporation inapplicable to the Merger and the other than those created or incurred transactions contemplated by any Stockholder) and in compliance with applicable U.S. state and federal securities Lawsthis Agreement.

Authority Relative to this Agreement. (a) The Buyer Company has all requisite necessary corporate power and authority to execute and deliver this Agreement and, subject to obtaining the Transaction Documents to which it is a partyCompany Stockholder Approval, to perform its obligations thereunder hereunder and to consummate the Contemplated TransactionsMerger and the other transactions contemplated by this Agreement. The execution and delivery of this Agreement by the Transaction Documents to which it is a party, the performance of its obligations thereunder Company and the consummation by the Company of the Contemplated Transactions, including, without limitation, Merger and the Stock Purchase, other transactions contemplated by this Agreement have been duly and validly authorized by all required necessary corporate or action and no other action corporate proceedings on the part of the Buyer, and no other corporate or other proceedings on the part of Buyer Company are necessary to authorize the Transaction Documents to which it is a party this Agreement or to consummate the Contemplated TransactionsMerger and the other transactions contemplated by this Agreement (other than the approval and adoption of this Agreement and the Merger by the Company Stockholders as described in Section 3.16 hereof and the filing and recordation of appropriate merger documents as required by the DGCL). This Agreement has been, and each of the other Transaction Documents to which it is a party will be, been duly and validly executed and delivered by the Buyer Company and, assuming this Agreement has beenthe due authorization, execution and each of the other Transaction Documents to which it is a party will bedelivery by Parent and Merger Sub, duly authorized, executed and delivered by the other parties thereto, this Agreement constitutes, and each of the other Transaction Documents to which it is a party will constitute, constitutes a legal, valid and binding obligation of the BuyerCompany, enforceable against it the Company in accordance with their respective its terms, except subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or similar Laws affecting creditors’ rights generally and subject, as limited by applicable Bankruptcy to enforceability, to the effect of general principles of equity. (b) Without limiting the generality of the foregoing, the Board of Directors of the Company, at a meeting duly called and Equity Principles. The shares of Buyer Common Stock payable by held, has unanimously (i) determined that the Buyer under Merger and the other transactions contemplated hereby are fair to, and in the best interests of, the Company and its stockholders, (ii) approved and adopted the Merger, this Agreement have been duly authorized andand the other agreements, upon issuance documents and transactions contemplated hereby in accordance with the terms provisions of the DGCL and the Company’s charter documents, and (iii) directed that this Agreement and the Merger be submitted to the Company Stockholders for their approval and adoption and (iv) resolved to recommend that the Company Stockholders vote in favor of the approval and adoption of this Agreement, will be validly issued, fully paid and non-assessable, issued free from preemptive rights, free and clear of all Encumbrances (other than those created or incurred by any Stockholder) and in compliance with applicable U.S. state and federal securities Laws.

Authority Relative to this Agreement. The Buyer Company has all requisite necessary corporate power and authority to execute and deliver the Transaction Documents to which it is a party, this Agreement and to perform its obligations thereunder hereunder and to consummate the Contemplated Transactionstransactions contemplated hereby. The execution and delivery of this Agreement by the Transaction Documents to which it is a party, the performance of its obligations thereunder Company and the consummation by the Company of the Contemplated Transactions, including, without limitation, the Stock Purchase, transactions contemplated hereby have been duly and validly authorized by all required necessary corporate or other action on the part of the BuyerCompany, including such authorization by each of the Company Boards, and no other corporate or other proceedings on the part of Buyer the Company are necessary to authorize the Transaction Documents to which it is a party execution and delivery of this Agreement or to consummate the Contemplated Transactionstransactions contemplated hereby. Except for the vote of the Company Shareholders to approve the Post-Closing Reorganization, no vote of, or consent by, the holders of any class or series of capital stock or Voting Debt issued by the Company is necessary to authorize the execution and delivery by the Company of this Agreement or the consummation by it of the transactions contemplated hereby. This Agreement has been, and each of the other Transaction Documents to which it is a party will be, been duly and validly executed and delivered by the Buyer Company and, assuming this Agreement has beenthe due authorization, execution and each of the other Transaction Documents to which it is a party will be, duly authorized, executed and delivered delivery by the other parties thereto, this Agreement constitutes, and each of the other Transaction Documents to which it is a party will constitute, a legal, valid and binding obligation of the Buyer, constitutes legal and binding obligations of the Company, enforceable against it the Company in accordance with their respective its terms, except as to the extent that (i) enforcement thereof may be limited by applicable Bankruptcy bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and Equity Principles. The shares similar laws of Buyer Common Stock payable by the Buyer under this Agreement have been duly authorized and, upon issuance in accordance with the terms of this Agreement, will be validly issued, fully paid and non-assessable, issued free from preemptive general applicability relating to or affecting creditor rights, free (ii) the enforcement thereof may be limited by general equitable principles (regardless of whether such enforcement is considered in a proceeding at law or in equity), and clear (iii) the remedy of all Encumbrances (specific performance and injunctive and other than those created or incurred by forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any Stockholder) and in compliance with applicable U.S. state and federal securities Lawsproceeding therefor may be brought.

Authority Relative to this Agreement. The Buyer Company has all requisite necessary corporate power and authority to execute and deliver the Transaction Documents this Agreement and, subject to which it is a partyobtaining any necessary stockholder approval of this Agreement, to perform its obligations thereunder hereunder and to consummate the Contemplated Transactionstransactions contemplated hereby. The execution and delivery of this Agreement by the Transaction Documents to which it is a party, the performance of its obligations thereunder Company and the consummation by the Company of the Contemplated Transactions, including, without limitation, the Stock Purchase, transactions contemplated hereby have been duly and validly authorized by all required necessary corporate or action and no other action corporate proceedings on the part of the Buyer, and no other corporate or other proceedings on the part of Buyer Company are necessary to authorize the Transaction Documents to which it is a party this Agreement or to consummate the Contemplated Transactionstransactions so contemplated (other than the approval of this Agreement by the holders of at least a majority of the outstanding Shares on the record date for determining Shares entitled to vote at the Company Stockholders’ Meeting (as defined below) which constitutes the only stockholder approval required for consummation of the Merger). The board of directors of the Company and the special committee of the board of directors of the Company appointed to evaluate the Merger (the “Special Committee”) have determined that it is advisable and in the best interest of the Company’s stockholders for the Company to enter into the transactions contemplated hereby and has recommended that the Company’s stockholders approve this Agreement. This Agreement has been, and each of the other Transaction Documents to which it is a party will be, been duly and validly executed and delivered by the Buyer Company and, assuming this Agreement has beenthe due authorization, execution and each of the other Transaction Documents to which it is a party will be, duly authorized, executed delivery by Brynwood and delivered by the other parties thereto, this Agreement constitutes, and each of the other Transaction Documents to which it is a party will constitute, Lincoln Acquisition constitutes a legal, valid and binding obligation of the Buyer, Company enforceable against it the Company in accordance with their respective termsits terms subject to (i) the effect of applicable bankruptcy, except insolvency, fraudulent conveyance, reorganization, moratorium and other laws affecting creditors’ rights generally, (ii) the availability of equitable remedies, including specific performance, and (iii) the enforceability of legal remedies insofar as limited by applicable Bankruptcy and Equity Principles. The shares such remedies may be subject to overriding considerations of Buyer Common Stock payable by the Buyer under this Agreement have been duly authorized and, upon issuance in accordance with the terms of this Agreement, will be validly issued, fully paid and non-assessable, issued free from preemptive rights, free and clear of all Encumbrances (other than those created or incurred by any Stockholder) and in compliance with applicable U.S. state and federal securities Lawspublic policy.

Authority Relative to this Agreement. The Buyer Subject only to the requisite ------------------------------------ approval of the Acquisition by the shareholders of the Company, the holders of Company Options, and the holders of Company Warrants, the Company has all requisite full corporate power and authority to execute and deliver the Transaction Documents to which it is a partythis Agreement, to perform its obligations thereunder hereunder and to consummate the Contemplated Transactionstransactions contemplated hereby. The execution and delivery by the Company of this Agreement and the consummation by the Company of the Transaction Documents to which it is a partytransactions contemplated hereby, and the performance by the Company of its obligations thereunder and the consummation of the Contemplated Transactions, including, without limitation, the Stock Purchasehereunder, have been duly and validly authorized by all required corporate or necessary action by the Board of Directors of the Company, and no other action on the part of the Buyer, and no other corporate or other proceedings on Board of Directors of the part of Buyer are necessary Company is required to authorize the Transaction Documents to which it is a party or to consummate execution, delivery and performance of this Agreement and the Contemplated Transactionsconsummation by the Company of the transactions contemplated hereby. This Agreement has been, and each of the other Transaction Documents to which it is a party will be, been duly and validly executed and delivered by the Buyer Company and, assuming this Agreement has beenthe due authorization, execution and each of the other Transaction Documents to which it is a party will bedelivery hereof by Parent, duly authorizedCDN2 and Acquisition Sub, executed and delivered by the other parties thereto, this Agreement constitutes, and each of the other Transaction Documents to which it is a party will constitute, constitutes a legal, valid and binding obligation of the Buyer, Company enforceable against it the Company in accordance with their its respective terms, except as the enforceability thereof may be limited by applicable Bankruptcy bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws relating to the enforcement of creditors' rights generally and Equity Principles. The shares by general principles of Buyer Common Stock payable by the Buyer under this Agreement have been duly authorized and, upon issuance in accordance with the terms of this Agreement, will be validly issued, fully paid and non-assessable, issued free from preemptive rights, free and clear of all Encumbrances (other than those created or incurred by any Stockholder) and in compliance with applicable U.S. state and federal securities Lawsequity.

Authority Relative to this Agreement. (a) The Buyer Company has all requisite the necessary corporate power and authority to execute and deliver the Transaction Documents this Agreement and, subject to which it is a partyobtaining Company Stockholder Approval, to perform its obligations thereunder and to consummate the Contemplated Transactionstransactions contemplated hereby in accordance with the terms hereof. The execution, delivery and performance of this Agreement by the Company and the consummation by it of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action, and, except for obtaining the Company Stockholder Approval, no other corporate action or corporate proceeding on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement and the consummation by it of the Transaction Documents transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery by Parent and Merger Sub, constitutes a valid, legal and binding agreement of the Company, enforceable against the Company in accordance with its terms, except that such enforcement may be subject to (i) any bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other laws, now or hereafter in effect, affecting creditors’ rights generally, and (ii) the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding of law or equity). (b) The Company Board, at a meeting thereof duly called and held prior to the date hereof (i) determined that this Agreement, the Related Agreements to which it is a party, the performance of its obligations thereunder Merger and the consummation Related Transactions are in the best interests of the Contemplated TransactionsCompany and its stockholders, including, without limitation, (ii) approved and declared advisable this Agreement and the Stock Purchase, have been duly and validly authorized by all required corporate or other action on the part of the BuyerMerger, and no other corporate or other proceedings on (iii) resolved to recommend that the part of Buyer are necessary to authorize the Transaction Documents to which it is a party or to consummate the Contemplated Transactions. This Agreement has been, and each of the other Transaction Documents to which it is a party will be, duly and validly executed and delivered by the Buyer and, assuming Company’s stockholders adopt this Agreement has been, and each of the other Transaction Documents to which it is a party will be, duly authorized, executed and delivered by the other parties thereto, this Agreement constitutes, and each of the other Transaction Documents to which it is a party will constitute, a legal, valid and binding obligation of the Buyer, enforceable against it in accordance with their respective terms, except as limited by applicable Bankruptcy and Equity Principles. The shares of Buyer Common Stock payable by the Buyer under this Agreement have been duly authorized and, upon issuance in accordance with the terms of this Agreement, will be validly issued, fully paid and non-assessable, issued free from preemptive rights, free and clear of all Encumbrances (other than those created or incurred by any Stockholder) and in compliance with applicable U.S. state and federal securities LawsMerger.

Authority Relative to this Agreement. The Buyer Company has all requisite --- ------------------------------------ corporate power and authority to execute and deliver the Transaction Documents to which it is a party, to perform its obligations thereunder this Agreement and to consummate the Contemplated Transactionstransactions contemplated hereby (subject, with respect to the Second Closing, to approval of the Second Closing, the Charter Amendment (as defined in Section 4.4), this Agreement and the transactions contemplated hereby by the requisite holders of outstanding shares of Common Stock in accordance with the Delaware General Corporation Law (the "DGCL")). The execution and delivery of this Agreement by the Transaction Documents to which it is a party, the performance of its obligations thereunder Company and the consummation by the Company of the Contemplated Transactions, transactions contemplated hereby (including, without limitation, the issuance of the Preferred Stock Purchase, and the issuance and reservation for issuance of the Conversion Shares issuable upon conversion of the Preferred Stock) have been duly and validly authorized by all required the Board of Directors of the Company, and no other corporate or other action proceedings on the part of the Buyer, and no other corporate or other proceedings on the part of Buyer Company are necessary to authorize the Transaction Documents to which it is a party this Agreement or to consummate the Contemplated Transactionstransactions so contemplated (other than with respect to the Second Closing, the Charter Amendment, this Agreement and the transactions contemplated hereby, the approval of this Agreement by the requisite holders of outstanding shares of Common Stock). This Agreement has been, and each of the other Transaction Documents to which it is a party will be, been duly and validly executed and delivered by the Buyer Company, and, assuming this Agreement has been, constitutes a valid and binding obligation of each of the other Transaction Documents to which it is a party will be, duly authorized, executed and delivered by the other parties theretoInvestor, this Agreement constitutes, constitutes a valid and each binding agreement of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy and other Transaction Documents laws affecting creditors rights generally and to which it is a party general principles of equity. Upon the execution and filing with the Secretary of State of Delaware (and acceptance for filing) of each Certificate of Designation, each such instrument will constitute, constitute a legal, valid and binding obligation of the BuyerCompany, enforceable against it the Company in accordance with their respective its terms, except as limited by subject to applicable Bankruptcy bankruptcy and Equity Principles. The shares other laws affecting creditors rights generally and to general principles of Buyer Common Stock payable by the Buyer under this Agreement have been duly authorized and, upon issuance in accordance with the terms of this Agreement, will be validly issued, fully paid and non-assessable, issued free from preemptive rights, free and clear of all Encumbrances (other than those created or incurred by any Stockholder) and in compliance with applicable U.S. state and federal securities Lawsequity.

Authority Relative to this Agreement. (a) The Buyer Company has all requisite necessary corporate power and authority to execute and deliver this Agreement and each of the Transaction Documents Ancillary Agreements (to which it the Company is a party), Non-Compete Agreements and the Key Employee Agreements and to perform its obligations hereunder and thereunder and to consummate the Contemplated Transactionstransactions contemplated hereby and thereby (other than the approval and adoption of this Agreement, the Merger, the Ancillary Agreements and the other transactions contemplated hereby and thereby by the stockholders of the Company in accordance with Delaware Law and the Company Certificate of Incorporation (the "Company Stockholders' Proposal")). The execution and delivery of this Agreement and the Transaction Documents to which it is a party, Ancillary Agreements by the performance of its obligations thereunder Company and the consummation by the Company of the Contemplated Transactions, including, without limitation, the Stock Purchase, transactions contemplated hereby and thereby have been duly and validly authorized by all required necessary corporate or other action on the part of the BuyerCompany, and no other corporate or other proceedings on the part of Buyer the Company are necessary to authorize this Agreement or any of the Transaction Documents to which it is a party Ancillary Agreements or to consummate the Contemplated Transactionstransactions so contemplated other than the Company Stockholders' Proposal. This Agreement has been, and each of the other Transaction Documents to which it is a party Ancillary Agreements will be, duly and validly executed and delivered by the Buyer Company and, assuming the due authorization, execution and delivery of this Agreement has been, and the Ancillary Agreements by each of the other Transaction Documents to which it is a party will be, duly authorized, executed parties hereto and delivered by the other parties thereto, this Agreement constitutes, and each or, in the case of the other Transaction Documents to which it is a party Ancillary Agreements, will constitute, a legal, valid and binding obligation obligations of the BuyerCompany, enforceable against it the Company in accordance with their respective terms, except as enforceability may be limited by (i) applicable Bankruptcy bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and Equity Principles. other Laws of general application affecting the enforcement of creditors' rights generally now or hereafter in effect and (ii) general principles of equity, regardless of whether asserted in a proceeding in equity or at law. (b) The shares members of Buyer Common Stock payable by the Buyer under this Agreement Company Board present at the time that the vote was taken (i) have been duly authorized and, upon issuance in accordance with the terms of unanimously declared that this Agreement, will be validly issuedthe Merger, fully paid the Ancillary Agreements and non-assessable, issued free from preemptive rights, free the other transactions contemplated hereby and clear of all Encumbrances (other than those created or incurred by any Stockholder) thereby are advisable and in compliance with applicable U.S. state the best interests of the stockholders of the Company, (ii) have unanimously authorized, approved and federal securities Lawsadopted this Agreement, the Ancillary Agreements, the Merger and the other transactions contemplated hereby and thereby and (iii) have recommended that the stockholders of the Company authorize, approve and adopt this Agreement, the Merger, the Ancillary Agreements and the other transactions contemplated hereby and thereby.

Authority Relative to this Agreement. (a) The Buyer Company has all requisite necessary corporate power and authority to execute and deliver this Agreement and the Transaction Documents to which it is a partyPlan of Merger, to perform its obligations hereunder and thereunder and and, subject to receipt of the Company Shareholder Approval, to consummate the Contemplated Transactions. The execution and delivery of this Agreement and the Transaction Documents to which it is a party, Plan of Merger by the performance of its obligations thereunder Company and the consummation by the Company of the Contemplated Transactions, including, without limitation, the Stock Purchase, Transactions have been duly and validly authorized by all required necessary corporate or action, and no other action corporate proceedings on the part of the Buyer, and no other corporate or other proceedings on the part of Buyer Company are necessary to authorize this Agreement or the Transaction Documents to which it is a party Plan of Merger or to consummate the Contemplated TransactionsTransactions (other than, with respect to the approval and authorization of this Agreement, the Plan of Merger and the Merger, obtaining the Company Shareholder Approval). This Agreement has been, and each of the other Transaction Documents to which it is a party will be, been duly and validly executed and delivered by the Buyer Company and, assuming this Agreement has beenthe due authorization, execution and each of the other Transaction Documents to which it is a party will bedelivery by Parent and Merger Sub, duly authorized, executed and delivered by the other parties thereto, this Agreement constitutes, and each of the other Transaction Documents to which it is a party will constitute, constitutes a legal, valid and binding obligation of the BuyerCompany, enforceable against it the Company in accordance with their respective its terms, except as limited by applicable subject to bankruptcy, insolvency (including all Laws relating to fraudulent transfers), reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the “Bankruptcy and Equity Principles. Exception”). (b) The shares Company Board, by resolutions duly adopted by unanimous vote of Buyer Common Stock payable by those directors voting at a meeting duly called and held and not subsequently rescinded or modified in a manner adverse to Parent, has (i) determined that the Buyer under execution of this Agreement have been duly authorized andand the Plan of Merger and the consummation of the Transactions, upon issuance including the Merger, are fair to, and in accordance with the terms best interests of, the Company and its shareholders; (ii) approved and declared advisable the Merger, the other Transactions, this Agreement and the Plan of Merger; and (iii) resolved to recommend the approval and authorization of this Agreement, will the Plan of Merger and the Transactions to the holders of Shares, and directed that this Agreement and the Plan of Merger be validly issuedsubmitted for approval and authorization by the shareholders of the Company at the Shareholders’ Meeting (the “Company Recommendation”). (c) The only vote of the holders of any class or series of share capital of the Company necessary to approve and authorize this Agreement, fully paid the Plan of Merger and nonthe Merger is the affirmative vote of shareholders holding two-assessable, issued free from preemptive rights, free thirds or more of the voting power of the Shares present and clear of all Encumbrances voting in person or by proxy as a single class at the Shareholders’ Meeting (other than those created or incurred by any Stockholder) and in compliance with applicable U.S. state and federal securities Lawsthe “Requisite Company Vote”).

Authority Relative to this Agreement. The Buyer Company has all requisite necessary corporate power and authority to execute and deliver the Transaction Documents to which it is a party, to perform its obligations thereunder this Agreement and to consummate the Contemplated TransactionsTransaction and the other transactions contemplated by this Agreement to be performed by it, subject only to the Required Company Vote. The execution and delivery board of directors of the Transaction Documents to which it is Company (or a party, the performance of its obligations thereunder and the consummation of the Contemplated Transactions, including, without limitation, the Stock Purchase, have been committee thereof) has duly and validly authorized the execution, delivery and performance by the Company of this Agreement and approved the consummation by the Company of the Transaction and the other transactions contemplated by this Agreement to be performed by it, and has (a) taken all corporate actions required to be taken by the board of directors for the execution, delivery and performance of this Agreement and the consummation by the Company of the Transaction and the other transactions contemplated by this Agreement to be performed by the Company, (b) by resolution approved the Transaction, this Agreement and the other transactions contemplated by this Agreement to be performed by the Company and (c) subject to Section 6.05(c), approved and adopted the Recommendation to Shareholders. No other corporate or other action proceedings on the part of the Buyer, and no other corporate or other proceedings on the part of Buyer Company are necessary to authorize approve this Agreement and the other transactions contemplated by this Agreement to be performed by the Company, or to adopt and consummate the Transaction Documents to which it is a party or to consummate in accordance with this Agreement, other than the Contemplated TransactionsRequired Company Vote. This Agreement has been, and each of the other Transaction Documents to which it is a party will be, Bermuda Amalgamation Agreement have been duly and validly executed and delivered by the Buyer andCompany and (assuming due authorization, assuming execution and delivery by Parent and M&A Sub) this Agreement has beenand the Bermuda Amalgamation Agreement constitute valid, legal and each binding agreements of the other Transaction Documents to which it is a party will be, duly authorized, executed and delivered by the other parties thereto, this Agreement constitutes, and each of the other Transaction Documents to which it is a party will constitute, a legal, valid and binding obligation of the Buyer, enforceable against it in accordance with their respective termsCompany, except as may be limited by applicable Bankruptcy bankruptcy, insolvency, moratorium, fraudulent conveyance or other similar Laws affecting or relating to enforcement of creditors’ rights generally and Equity Principles. The shares by general principles of Buyer Common Stock payable by equity (the Buyer under this Agreement have been duly authorized and, upon issuance in accordance with the terms of this Agreement, will be validly issued, fully paid and non-assessable, issued free from preemptive rights, free and clear of all Encumbrances (other than those created or incurred by any Stockholder) and in compliance with applicable U.S. state and federal securities Laws“Enforceability Exceptions”).

Authority Relative to this Agreement. (a) The Buyer Company has all requisite necessary corporate power and authority to execute and deliver this Agreement and the Transaction Documents other agreements contemplated herein and, subject to which it is a partyobtaining the Written Consent, to perform its obligations thereunder hereunder and to consummate the Contemplated TransactionsMerger and the other transactions contemplated by this Agreement and the other agreements contemplated herein. The execution and delivery of this Agreement by the Transaction Documents to which it is a party, the performance of its obligations thereunder Company and the consummation by the Company of the Contemplated Transactions, including, without limitation, Merger and the Stock Purchase, other transactions contemplated by this Agreement have been duly and validly authorized by all required necessary corporate or action and no other action corporate proceedings on the part of the Buyer, and no other corporate or other proceedings on the part of Buyer Company are necessary to authorize the Transaction Documents to which it is a party this Agreement or to consummate the Contemplated TransactionsMerger and the other transactions contemplated by this Agreement (other than obtaining the Written Consent and the filing and recordation of appropriate merger documents as required by the DGCL). This Agreement has been, and each of the other Transaction Documents to which it is a party will be, been duly and validly executed and delivered by the Buyer Company and, assuming this Agreement has beenthe due authorization, execution and each of the other Transaction Documents to which it is a party will bedelivery by Parent and Merger Sub, duly authorized, executed and delivered by the other parties thereto, this Agreement constitutes, and each of the other Transaction Documents to which it is a party will constitute, constitutes a legal, valid and binding obligation of the BuyerCompany, enforceable against it the Company in accordance with their respective its terms, except subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or similar Laws (as limited by applicable Bankruptcy defined below) affecting creditors’ rights generally and Equity Principles. The shares subject, as to enforceability, to the effect of Buyer Common Stock payable by general principles of equity. (b) Without limiting the Buyer under generality of the foregoing, the Board of Directors of the Company, at a meeting duly called and held, has unanimously (i) determined that the Merger and the other transactions contemplated hereby are fair to, and in the best interests of, the Company and its stockholders, (ii) adopted this Agreement have been duly authorized and, upon issuance and approved the Merger and the other transactions contemplated hereby in accordance with the terms provisions of the DGCL and the Company’s Certificate of Incorporation and Bylaws, (iii) directed that this Agreement and the Merger be submitted to the Company Stockholders for their approval and adoption and (iv) resolved to recommend that the Company Stockholders vote in favor of the approval and adoption of this Agreement, will be validly issued, fully paid and non-assessable, issued free from preemptive rights, free and clear of all Encumbrances (other than those created or incurred by any Stockholder) and in compliance with applicable U.S. state and federal securities Laws.

Authority Relative to this Agreement. The Buyer Each of Parent and Merger Sub has all requisite necessary corporate power and authority to execute and deliver this Agreement, the Transaction Documents to which it is a partyFounder Voting Agreement and the Founder Non-Competition Agreement (collectively, the "TRANSACTION AGREEMENTS"), to perform its obligations thereunder hereunder and thereunder, and to consummate the Contemplated Transactionstransactions contemplated hereby and thereby. The execution execution, delivery and delivery performance of the Transaction Documents to which it is a party, the performance of its obligations thereunder Agreements by Parent and Merger Sub and the consummation by Parent and Merger Sub of the Contemplated Transactions, including, without limitation, the Stock Purchase, transactions contemplated thereby have been duly and validly authorized authorized, approved and declared advisable by all required corporate or other action on the part Boards of Directors of Parent and Merger Sub, and approved by Luxottica U.S. Holdings Corp., a Delaware corporation and the Buyersole shareholder of Merger Sub (the "SOLE SHAREHOLDER"), and no other corporate or other proceedings on the part of Buyer Parent or Merger Sub are necessary to authorize or approve the Transaction Documents to which it is a party Agreements or to consummate the Contemplated Transactions. This Agreement has beentransactions contemplated thereby (other than, and each with respect to the Merger, the filing of the Articles of Merger or other instruments as required by the WBCA). Each of the Transaction Documents to which it is a party will be, Agreements has been duly and validly executed and delivered by the Buyer each of Parent and Merger Sub and, assuming this Agreement has beenthe due and valid authorization, execution and each of the other Transaction Documents to which it is a party will be, duly authorized, executed and delivered delivery by the other parties theretoCompany, this Agreement constitutes, and each of the other Transaction Documents to which it is constitutes a party will constitute, a legal, legally valid and binding obligation of the Buyereach of Parent and Merger Sub, enforceable against it each of them in accordance with their respective its terms, except as that such enforceability may be limited by applicable Bankruptcy (i) bankruptcy, insolvency, moratorium or other similar laws affecting or relating to the enforcement of creditors' rights generally, (ii) general principles of equity and Equity Principles. The shares (iii) the remedies of Buyer Common Stock payable by specific performance and injunctive relief and other forms of equitable relief being subject to the Buyer under this Agreement have been duly authorized and, upon issuance in accordance with discretion of the terms of this Agreement, will Governmental Entity before which any enforcement proceeding therefor may be validly issued, fully paid and non-assessable, issued free from preemptive rights, free and clear of all Encumbrances (other than those created or incurred by any Stockholder) and in compliance with applicable U.S. state and federal securities Lawsbrought.

Authority Relative to this Agreement. The Buyer Company has all requisite full corporate power and authority to execute and deliver the Transaction Documents to which it is a party, to perform its obligations thereunder this Agreement and to consummate the Contemplated TransactionsMerger and other transactions contemplated hereby. The execution and delivery of the Transaction Documents to which it is a party, the performance of its obligations thereunder this Agreement and the consummation of the Contemplated Transactions, including, without limitation, the Stock Purchase, Merger and other transactions contemplated hereby have been duly and validly authorized by all required the Board of Directors of the Company and no other corporate or other action proceedings on the part of the Buyer, and no other corporate or other proceedings on the part of Buyer Company are necessary to authorize the Transaction Documents to which it is a party this Agreement or to consummate the Contemplated TransactionsMerger or other transactions contemplated hereby. This Agreement has been, and each of the other Transaction Documents to which it is a party will be, been duly and validly executed and delivered by the Buyer Company and, assuming this Agreement has beenthe due authorization, execution and each of the other Transaction Documents to which it is delivery hereof by Parent and Newco, constitutes a party will be, duly authorized, executed and delivered by the other parties thereto, this Agreement constitutes, and each of the other Transaction Documents to which it is a party will constitute, a legal, valid and binding obligation agreement of the BuyerCompany, enforceable against it the Company in accordance with their respective its terms, except as to the extent that its enforceability may be limited by applicable Bankruptcy and Equity Principlesbankruptcy, insolvency, reorganization, moratorium or other laws affecting the enforcement of creditors' rights generally or by general equitable or fiduciary principles. The shares of Buyer Common Stock payable by the Buyer under this Agreement have been duly authorized and, upon issuance in accordance Concurrently with the terms execution of this Agreement, will be validly issuedthe Company has received from the holders of a majority of the outstanding shares of Company Common Stock an irrevocable consent (the "Majority Stockholders Consent") to the Merger and the adoption of this Agreement; the Majority Stockholders Consent is in full force and effect and complies in all respects with the Company's Certificate of Incorporation and By-Laws and the DGCL; and no other vote of or action by the stockholders of the Company is required to adopt and approve this Agreement, fully paid to consummate the Merger or the other transactions contemplated hereby. In addition, concurrently with the execution of this Agreement, the Company has received from Xxxxxx Securities, Inc. ("Xxxxxx") the release and/or waiver of certain obligations of and non-assessablerestrictions on the Company and its stockholders under Sections 2.26, issued free from preemptive rights3.22 and 3.23 and the related provisions of the Underwriting Agreement between the Company and Xxxxxx dated June 27, free and clear of all Encumbrances (other than those created or incurred by any Stockholder) and in compliance 2002 with applicable U.S. state and federal securities Lawsrespect to the matters contemplated hereby.

Authority Relative to this Agreement. (a) The Buyer Seller Entity has all requisite right, corporate power and corporate authority to execute execute, enter into and deliver the Transaction Documents to which it is a partythis Agreement and any agreement or document contemplated hereby, to perform its obligations thereunder and to consummate the Contemplated Transactionstransactions contemplated hereby. The execution Shareholders have full right, legal authority, and legal power to enter into this Agreement and each agreement, document and instrument to be executed and delivered by or on behalf of him or her pursuant to this Agreement and to carry out the transactions contemplated hereby and thereby. (b) The execution, delivery and performance by the Seller Entity of this Agreement and each agreement, document and instrument contemplated hereby have been duly authorized by all necessary action of the Transaction Documents to which it is a party, the performance of its obligations thereunder Seller Entity and the consummation of the Contemplated TransactionsShareholders. (c) This Agreement, including, without limitation, the Stock Purchaseand all agreements or documents contemplated hereby, have been duly and validly authorized by all required corporate or other action on the part of the Buyer, and no other corporate or other proceedings on the part of Buyer are necessary to authorize the Transaction Documents to which it is a party or to consummate the Contemplated Transactions. This Agreement has been, and each of the other Transaction Documents to which it is a party will be, duly and validly executed and delivered by the Buyer andSeller Entity and the Shareholders and the obligations imposed on the Seller Entity and the Shareholders by this Agreement, assuming this Agreement has beenor by any agreement or document contemplated hereby, and each of constitute the other Transaction Documents to which it is a party will be, duly authorized, executed and delivered by the other parties thereto, this Agreement constitutes, and each of the other Transaction Documents to which it is a party will constitute, a legal, valid and binding obligation obligations and agreements of the BuyerSeller Entity and the Shareholders, respectively, enforceable against it the Seller Entity or the Shareholders, as the case may be, in accordance with their respective its terms, except except: (i) that such enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors rights; and (ii) that the remedy of specific performance, and injunctive and other forms of equitable relief, may be subject to equitable defenses and to the discretion of the court before which any proceeding therefore may be brought. (d) None of the Shareholders has exercised or has the right to exercise any shareholder dissenter rights as limited provided under applicable state law and none of the Shareholders has any claim against Xxxxxx in connection with the transactions contemplated by applicable Bankruptcy and Equity Principles. The shares of Buyer Common Stock payable by the Buyer under this Agreement have been duly authorized and, upon issuance in accordance with and the terms of this Agreement, will be validly issued, fully paid and non-assessable, issued free from preemptive rights, free and clear of all Encumbrances (other than those created or incurred by any Stockholder) and in compliance with applicable U.S. state and federal securities LawsExhibits hereto.

Authority Relative to this Agreement. The Buyer has all requisite power execution, delivery and authority to execute and deliver the Transaction Documents to which it is a party, to perform its obligations thereunder and to consummate the Contemplated Transactions. The execution and delivery of the Transaction Documents to which it is a party, the performance of its obligations thereunder this Agreement and all other agreements and instruments executed in connection herewith or delivered pursuant hereto by each Seller, and the consummation of the Contemplated Transactions, including, without limitation, the Stock Purchase, transactions contemplated by this Agreement and all other agreements and instruments executed in connection herewith or delivered pursuant hereto have been duly and validly authorized by all required corporate or other requisite limited liability company action on the part of the Buyer, each Seller and no other corporate limited liability company actions or other proceedings on the part of Buyer such Seller are necessary to authorize the Transaction Documents to which it is a party execution, delivery and performance by such Seller of this Agreement and all other agreements and instruments executed in connection herewith or delivered pursuant hereto by such Seller or for such Seller to consummate the Contemplated Transactionstransactions so contemplated. This Agreement has and all other agreements and instruments executed in connection herewith or delivered pursuant hereto have been, and each of the other Transaction Documents to which it is a party or will be, duly and validly executed and delivered by the Buyer such Seller and, assuming with respect to this Agreement and any other such agreement, assuming it has been, and each of the other Transaction Documents to which it is a party will be, been duly authorized, executed and delivered by the any other parties theretoparty, this Agreement constitutes, and each of the other Transaction Documents to which it is a party or will constituteconstitute when executed, a legal, valid and binding obligation agreement of the Buyersuch Seller, enforceable against it such Seller in accordance with their respective its terms, except as limited by applicable Bankruptcy that (a) enforcement may be subject to any bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other laws, now or hereafter in effect, relating to or limiting creditors’ rights generally, and Equity Principles. The shares of Buyer Common Stock payable by the Buyer under this Agreement have been duly authorized and, upon issuance in accordance with the terms (b) enforcement of this Agreement, will including, among other things, the remedy of specific performance and injunctive and other forms of equitable relief, may be validly issued, fully paid subject to equitable defenses and non-assessable, issued free from preemptive rights, free and clear to the discretion of all Encumbrances (other than those created or incurred by the court before which any Stockholder) and in compliance with applicable U.S. state and federal securities Lawsproceeding therefor may be brought.

Authority Relative to this Agreement. The Buyer Company has all requisite necessary corporate power and authority to execute and deliver the Transaction Documents to which it is a party, to perform its obligations thereunder this Agreement and to consummate the Contemplated Transactionstransactions contemplated hereby. The execution and delivery of this Agreement by the Transaction Documents to which it is a party, the performance of its obligations thereunder Company and the consummation by the Company of the Contemplated Transactions, including, without limitation, the Stock Purchase, transactions contemplated hereby have been duly and validly authorized and approved by all required the Board and no other corporate or other action proceedings on the part of the Buyer, and no other corporate or other proceedings on the part of Buyer Company are necessary to authorize the Transaction Documents to which it is a party or approve this Agreement or to consummate the Contemplated Transactionstransactions contemplated hereby (other than, with respect to the Merger, the approval and adoption of the Merger and this Agreement by holders of the Shares to the extent required by the Company's certificate of incorporation and by applicable law). This Agreement has been, and each of the other Transaction Documents to which it is a party will be, been duly and validly executed and delivered by the Buyer Company and, assuming the due and valid authorization, execution and delivery of this Agreement has beenby Parent and the Purchaser, and each of the other Transaction Documents to which it is constitutes a party will be, duly authorized, executed and delivered by the other parties thereto, this Agreement constitutes, and each of the other Transaction Documents to which it is a party will constitute, a legal, valid and binding obligation of the Buyer, Company enforceable against it the Company in accordance with their respective its terms, except as that such enforceability (i) may be limited by applicable Bankruptcy bankruptcy, insolvency, moratorium or other similar laws affecting or relating to the enforcement of creditors' rights generally and Equity Principles(ii) is subject to general principles of equity. The shares Board of Buyer Common Stock payable Directors of the Company has, by the Buyer under this Agreement have been a unanimous vote at a meeting of such Board duly authorized andheld on October 15, upon issuance in accordance with the terms of 1997, approved and adopted this Agreement, will the Offer, the Merger, the Stockholder Agreements and the other transactions contemplated hereby and thereby, determined that the Securities Offer Price to be validly issuedreceived by the holders of Securities pursuant to the Offer and the Merger is fair to the holders of the Securities and recommended that the holders of Securities approve and adopt this Agreement, fully paid the Merger and non-assessable, issued free from preemptive rights, free the other transactions contemplated hereby and clear of all Encumbrances (other than those created or incurred by any Stockholder) and in compliance with applicable U.S. state and federal securities Lawstender -19- 20 their Securities pursuant to the Offer.

Authority Relative to this Agreement. (a) The Buyer Company has all requisite necessary corporate power and authority to execute and deliver this Agreement and the Transaction Documents to which it is a partyDeposit Agreement, to perform its obligations hereunder and thereunder and and, subject to obtaining the Required Company Vote to consummate the Contemplated Transactions. The execution and delivery affirmative vote (in person or by proxy) of the Transaction Documents holders of a majority of the issued and outstanding shares of Company Common Stock (the “Required Company Vote”) is the only vote of the holders of any class or series of capital stock of the Company necessary to which it is a partyadopt this Agreement and approve the Merger and the other Transactions. The execution, the delivery and performance of its obligations thereunder this Agreement and the Deposit Agreement by the Company and the consummation by the Company of the Contemplated Transactions, including, without limitation, the Stock Purchase, Transactions have been duly and validly authorized by all required necessary corporate or action, and no other action corporate proceedings on the part of the Buyer, and no other corporate or other proceedings on the part of Buyer Company are necessary to authorize this Agreement or the Transaction Documents to which it is a party Deposit Agreement or to consummate the Contemplated TransactionsTransactions (other than, with respect to the Merger, the Required Company Vote and the filing and recordation of appropriate merger documents as required by the Nevada Revised Statutes). This Each of this Agreement and the Deposit Agreement has been, and each of the other Transaction Documents to which it is a party will be, been duly and validly executed and delivered by the Buyer Company and, assuming this Agreement has beenthe due authorization, execution and each of the other Transaction Documents to which it is a party will bedelivery by Parent and Merger Sub, duly authorized, executed and delivered by the other parties thereto, this Agreement constitutes, and each of the other Transaction Documents to which it is a party will constitute, constitutes a legal, valid and binding obligation of the BuyerCompany, enforceable against it the Company in accordance with their respective its terms, except as limited by that (i) such enforcement may be subject to applicable Bankruptcy bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting creditors’ rights generally, and Equity Principles. (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (b) The shares Company Board, at a meeting duly called and held on May12, 2016, at which all of Buyer Common Stock payable by the Buyer under directors of the Company were present, unanimously (i) determined that the Merger is fair to, and in the best interests of the Company, (ii) approved and adopted this Agreement have and the Deposit Agreement and the Transactions (such approval and adoption having been duly authorized and, upon issuance made in accordance with the terms Nevada Revised Statutes), (iii) recommended that the holders of Company Common Stock adopt this Agreement, will be validly issuedand (iv) adopted a resolution and took any other action required so that none of the Company, fully paid any of the Transactions or this Agreement or the Deposit Agreement is subject to any restriction set forth in any state takeover Law or similar Law that might otherwise apply (clauses (i)-(iii) collectively, the “Company Board Recommendation”), which actions and non-assessableresolutions have not been subsequently rescinded, issued free from preemptive rights, free and clear of all Encumbrances (other than those created modified or incurred by withdrawn in any Stockholder) and in compliance with applicable U.S. state and federal securities Lawsway.

Authority Relative to this Agreement. The Buyer Company has all requisite ------------------------------------ necessary corporate power and authority to execute and deliver the Transaction Documents to which it is a partythis Agreement, to perform its obligations thereunder hereunder and to consummate the Contemplated Transactions. The execution and delivery of this Agreement by the Transaction Documents to which it is a party, the performance of its obligations thereunder Company and the consummation by the Company of the Contemplated Transactions, including, without limitation, the Stock Purchase, Transactions have been duly and validly authorized by all required necessary corporate or action, and no other action corporate proceedings on the part of the Buyer, and no other corporate or other proceedings on the part of Buyer Company are necessary to authorize the Transaction Documents to which it is a party this Agreement or to consummate the Contemplated TransactionsTransactions (other than, with respect to the Merger, the approval and adoption of this Agreement by the holders of a majority of the then-outstanding Shares, if and to the extent required by applicable Law, and the filing and recordation of appropriate merger documents as required by the DGCL). This Agreement has been, and each of the other Transaction Documents to which it is a party will be, been duly and validly executed and delivered by the Buyer Company and, assuming this Agreement has beenthe due authorization, execution and each of the other Transaction Documents to which it is a party will bedelivery by Parent and Merger Sub, duly authorized, executed and delivered by the other parties thereto, this Agreement constitutes, and each of the other Transaction Documents to which it is a party will constitute, constitutes a legal, valid and binding obligation of the BuyerCompany, enforceable against it the Company in accordance with their respective its terms, except as limited by that (i) such enforcement may be subject to applicable Bankruptcy bankruptcy, insolvency or other similar laws, now or hereafter in effect, affecting creditors' rights generally and Equity Principles(ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The shares of Buyer Common Stock payable by At a meeting duly called and held on May 13, 2001, the Buyer under Board unanimously approved this Agreement have been duly authorized andand the Transactions, upon issuance and such approvals are sufficient so that the restrictions on business combinations set forth in accordance with Section 203(a) of the terms of this Agreement, will be validly issued, fully paid and non-assessable, issued free from preemptive rights, free and clear of all Encumbrances (other than those created or incurred by any Stockholder) and in compliance with applicable U.S. state and federal securities LawsDGCL shall not apply to the Transactions.

Authority Relative to this Agreement. The Buyer Assuming the accuracy of the representations set forth in ARTICLE III, (a) Cerberus has all requisite the full corporate power and authority to execute and deliver the Transaction Documents to which it is a party, to perform its obligations thereunder this Agreement and to consummate the Contemplated Transactions. The transactions contemplated hereby; (b) the execution, delivery and performance by Cerberus of this Agreement, and the consummation by it of the transactions contemplated hereby, have been duly authorized, and no other corporate proceedings on the part of Cerberus are necessary to authorize the execution, delivery and performance by Cerberus of this Agreement and the consummation of the transactions contemplated hereby; and (c) this Agreement has been duly executed and delivered by Cerberus and, assuming the due authorization, execution and delivery of the Transaction Documents to which it is a partyother Parties, the performance of its obligations thereunder and the consummation of the Contemplated Transactions, including, without limitation, the Stock Purchase, have been duly and validly authorized by all required corporate or other action on the part of the Buyerconstitutes, and no each other corporate agreement, instrument or other proceedings on the part of Buyer are necessary to authorize the Transaction Documents to which it is a party document executed or to consummate be executed by Cerberus in connection with the Contemplated Transactions. This Agreement transactions contemplated hereby has been, and each of the other Transaction Documents to which it is a party or when executed will be, duly and validly executed and delivered by the Buyer Cerberus and, assuming this Agreement has beenthe due authorization, execution and each delivery of the other Transaction Documents to which it is a party will beparties, duly authorizedconstitutes, or when executed and delivered by the other parties thereto, this Agreement constitutes, and each of the other Transaction Documents to which it is a party will constitute, a legal, valid and legally binding obligation of the Buyer, Cerberus enforceable against it Cerberus in accordance with their respective terms, except as that such enforceability may be limited by (A) applicable Bankruptcy bankruptcy, insolvency, reorganization, moratorium and Equity Principles. The shares similar Laws affecting creditors’ rights generally and (B) equitable principles that may limit the availability of Buyer Common Stock payable by the Buyer under this Agreement have been duly authorized andcertain equitable remedies (such as specific performance) in certain instances (collectively, upon issuance in accordance with the terms of this Agreement, will be validly issued, fully paid and non-assessable, issued free from preemptive rights, free and clear of all Encumbrances (other than those created or incurred by any Stockholder) and in compliance with applicable U.S. state and federal securities Laws“Creditor Rights”).

Authority Relative to this Agreement. The Buyer (a) Each Company has all requisite corporate power and authority to execute and deliver the Transaction Documents to which it is a party, this Agreement and to perform its obligations thereunder hereunder in accordance with and to consummate upon the Contemplated Transactionsterms and conditions set forth herein. The execution and delivery of this Agreement by each Company and the Transaction Documents consummation by each Company of the Transactions, to which it each Company is a party, the performance of its obligations thereunder and the consummation of the Contemplated Transactions, including, without limitation, the Stock Purchase, have been duly and validly authorized by all required corporate or other action on the part members of the BuyerGoverning Board of each Company and, subject to (i) obtaining the approval from each Company’s Company Equityholders in accordance with each Company’s Organizational Documents and (ii) the filing and recordation of appropriate documents related to the Mergers as required by the DGCL, OGCL and/or the OLLCA, as applicable, no other corporate or other proceedings on the part of Buyer the Companies or their respective Company Equityholders are necessary to authorize the Transaction Documents to which it is a party execution, delivery and performance of this Agreement or to consummate the Contemplated Transactions. This Agreement has been, and each of the other Transaction Documents to which it is a party will be, been duly and validly executed and delivered by the Buyer each Company, Parentco, and each Merger Sub, and, assuming this Agreement has beenthe due authorization, execution and each of the other Transaction Documents to which it is a party will bedelivery by Tastemaker, duly authorized, executed and delivered by the other parties thereto, this Agreement constitutes, and each of the other Transaction Documents to which it is a party will constitute, constitutes a legal, valid and binding obligation of the Buyereach Company, Parentco, and each Merger Sub, enforceable against it each Company, Parentco, and each Merger Sub in accordance with their respective its terms; provided, except as that the enforceability hereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws relating to or affecting creditors’ rights generally and by general principles of equity affecting the availability of specific performance and other equitable remedies (the “Enforceability Exceptions”). (b) The Governing Board of each Company has, by resolutions unanimously adopted thereby, (i) determined that this Agreement and the Transactions are advisable and in the best interests of the respective Company and its Company Equityholders and that, considering the financial position of the merging companies (including the representations and warranties set forth in Article III and Article IV), no reasonable concern exists that any of the Surviving Companies will be unable to fulfill the obligations of each Company to its creditors as a result of the Transactions, (ii) approved this Agreement, the Mergers and the Transactions, and (iii) recommended that the equityholders of such Company approve and adopt this Agreement, the applicable Bankruptcy Merger, the other Transactions and Equity Principles. The shares the Amended and Restated Parentco Certificate of Buyer Common Stock payable Incorporation as contemplated by this Agreement, and directed that this Agreement, the Amended and Restated Parentco Certificate of Incorporation and the Transactions be submitted for consideration by the Buyer under this Agreement have equityholders of such Company at a meeting or by written consent (which approval has been duly authorized and, upon issuance in accordance obtained prior to or simultaneously with the terms execution of this Agreement). None of the aforesaid actions by the Governing Board of each Company has been amended, will be validly issued, fully paid and non-assessable, issued free from preemptive rights, free and clear of all Encumbrances (other than those created rescinded or incurred by any Stockholder) and in compliance with applicable U.S. state and federal securities Lawsmodified.

Authority Relative to this Agreement. The Buyer Company has all requisite ------------------------------------ corporate power and authority to enter into this Agreement and any agreement or document contemplated hereby and, upon the requisite approval of its shareholders, the Company will have all requisite corporate power and authority to consummate the transactions contemplated hereby; and the Company has the requisite power and authority to execute sell, transfer, convey, assign and deliver to Buyer all right, title and interest to all of the Transaction Documents to which it is a partyPurchased Assets under this Agreement, to perform its free and clear of all liens, claims, encumbrances, charges, liabilities or obligations thereunder of every kind and to consummate the Contemplated Transactionsnature whatsoever including, without limitation, tax liens, except those assumed by Buyer hereunder (collectively "Liens"). The execution and delivery of the Transaction Documents to which it is a partythis Agreement, the performance of its obligations thereunder and any agreement or document contemplated hereby, and the consummation of the Contemplated Transactions, including, without limitation, the Stock Purchase, transactions contemplated hereby have been duly and validly authorized by all required necessary corporate or other action on the part of the BuyerCompany. This Agreement, and no other corporate all agreements or other proceedings on the part of Buyer are necessary to authorize the Transaction Documents to which it is a party or to consummate the Contemplated Transactions. This Agreement has beendocuments contemplated hereby, and each of the other Transaction Documents to which it is a party will be, have been duly and validly executed and delivered by the Buyer andCompany and the obligations imposed on the Company by this Agreement, assuming this Agreement has beenor by any agreement or document contemplated hereby, and each of constitute the other Transaction Documents to which it is a party will be, duly authorized, executed and delivered by the other parties thereto, this Agreement constitutes, and each of the other Transaction Documents to which it is a party will constitute, a legal, valid and binding obligation obligations and agreements of the Buyer, Company enforceable against it the Company in accordance with their respective termsits terms except: (i) that such enforcement may be subject to bankruptcy, except as limited by applicable Bankruptcy insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditor's rights; and Equity Principles. The shares (ii) that the remedy of Buyer Common Stock payable by specific performance and injunctive and other forms of equitable relief, may be subject to equitable defenses and to the Buyer under this Agreement have been duly authorized and, upon issuance in accordance with discretion of the terms of this Agreement, will court before which any proceeding therefor may be validly issued, fully paid and non-assessable, issued free from preemptive rights, free and clear of all Encumbrances (other than those created or incurred by any Stockholder) and in compliance with applicable U.S. state and federal securities Lawsbrought.

Authority Relative to this Agreement. The Buyer Company has all requisite full corporate power and authority to execute and deliver the Transaction Documents to which it is a partythis Agreement, to perform its obligations thereunder hereunder and to consummate the Contemplated Transactionstransactions contemplated hereby. The Company's board of directors and its shareholders have approved this Agreement. The execution and delivery by the Company of this Agreement and the Ancillary Agreements to which the Company is a party and the consummation by the Company of the Transaction Documents to which it is a partytransactions contemplated hereby and thereby, and the performance by the Company of its obligations thereunder hereunder and the consummation of the Contemplated Transactions, including, without limitation, the Stock Purchasethereunder, have been duly and validly authorized by all required corporate or other necessary action on (including action by the part board of directors and the shareholders of the BuyerCompany), and no other corporate or other proceedings on the part of Buyer are necessary action is required to authorize the Transaction Documents execution, delivery and performance of this Agreement and the Ancillary Agreements to which it the Company is a party or to consummate and the Contemplated Transactionsconsummation by the Company of the transactions contemplated hereby and thereby. This Agreement has been, and each of the other Transaction Documents Ancillary Agreements to which it the Company is a party have been or will be, as applicable, duly and validly executed and delivered by the Buyer and, assuming this Agreement has been, Company and each of the other Transaction Documents to which it is a party will be, duly authorized, executed and delivered by the other parties thereto, this Agreement constitutes, and each of the other Transaction Documents to which it is a party constitutes or will constitute, as applicable, a legal, valid and binding obligation of the Buyer, Company enforceable against it the Company in accordance with their its respective terms, except as the enforceability thereof may be limited by applicable Bankruptcy bankruptcy, insolvency or other similar Laws relating to the enforcement of creditors' rights generally and Equity Principlesby general principles of equity. The shares of Buyer Common Stock payable by the Buyer under this Agreement have been duly authorized and, upon issuance Company has convened a Company Meeting in accordance with the terms of this Agreement, will be validly issued, fully paid and non-assessable, issued free from preemptive rights, free and clear of all Encumbrances (other than those created or incurred by any Stockholder) and in compliance with all applicable U.S. state laws, the constating documents of the Company and federal securities Lawsall agreements between the shareholders of the Company, and the Special Resolution has been approved in accordance with Section 5.1(c). The notice for the Company Meeting was prepared and delivered in compliance with the BCA, the Company's constating documents and all agreements between the shareholders of the Company and included (i) a summary of this Agreement; and (ii) a statement that a Dissenting Shareholder is entitled to be paid the fair value of the Company Shares in accordance with Section 185 of the BCA.

Authority Relative to this Agreement. The Buyer Each of Parent and Xxxxxx Sub has all the requisite corporate power and authority to execute and deliver the Transaction Documents to which it is a party, this Agreement and to perform its obligations thereunder hereunder and to consummate the Contemplated Transactionstransactions contemplated hereby. The execution and delivery of the Transaction Documents to which it is a party, the performance of its obligations thereunder this Agreement by Xxxxxx and Merger Sub and the consummation by Xxxxxx and Merger Sub of the Contemplated Transactions, including, without limitation, the Stock Purchase, transactions contemplated hereby have been duly and validly authorized by all required the requisite corporate or other action on the part of the BuyerParent and Merger Sub, and no other corporate or other proceedings on the part of Buyer Parent or Merger Sub are necessary to authorize the Transaction Documents to which it is a party this Agreement or to consummate the Contemplated Transactionstransactions contemplated thereby. This Agreement has been, and each of the other Transaction Documents to which it is a party will be, been duly and validly executed and delivered by the Buyer Xxxxxx and Merger Sub and, assuming this Agreement has beenthe due authorization, execution and each of the other Transaction Documents to which it is a party will be, duly authorized, executed and delivered delivery by the other parties theretoCompany, this Agreement constitutes, and each of the other Transaction Documents to which it is a party will constitute, constitutes a legal, valid and binding obligation of the Buyer, Parent and Merger Sub enforceable against it each of them in accordance with their respective its terms, except as such enforceability may be limited or affected by applicable Bankruptcy (i) bankruptcy, insolvency, reorganization, moratorium, liquidation, arrangement, fraudulent transfer, fraudulent conveyance and Equity Principles. The shares other similar laws (including, without limitation, court decisions) now or hereafter in effect and affecting the rights and remedies of Buyer Common Stock payable by creditors generally or providing for the Buyer under this Agreement have been duly authorized andrelief of debtors, upon issuance (ii) the refusal of a particular court to grant equitable remedies, including, without limitation, specific performance and injunctive relief, and (iii) general principles of equity (regardless of whether such remedies are sought in accordance with the terms of this Agreement, will be validly issued, fully paid and non-assessable, issued free from preemptive rights, free and clear of all Encumbrances (other than those created a proceeding in equity or incurred by any Stockholder) and in compliance with applicable U.S. state and federal securities Lawsat law).

Authority Relative to this Agreement. (a) The Buyer Company has all requisite necessary corporate power and authority to execute and deliver this Agreement and the Transaction Documents to which it is a partyPlan of Merger, to perform its obligations hereunder and thereunder and and, subject to receipt of the Company Shareholder Approval, to consummate the Contemplated Transactions. The execution and delivery of this Agreement and the Transaction Documents to which it is a partyPlan of Merger by the Company, the performance and compliance by the Company with each of its obligations thereunder herein and the consummation by the Company of the Contemplated Transactions, including, without limitation, the Stock Purchase, Transactions have been duly and validly authorized by all required necessary corporate or action, and no other action corporate proceedings on the part of the Buyer, and no other corporate or other proceedings on the part of Buyer Company are necessary to authorize this Agreement or the Transaction Documents to which it is a party Plan of Merger or to consummate the Contemplated TransactionsTransactions (other than, with respect to the approval and authorization of this Agreement, the Plan of Merger and the Merger, obtaining the Company Shareholder Approval). This Agreement has been, and each of the other Transaction Documents to which it is a party will be, been duly and validly executed and delivered by the Buyer Company and, assuming this Agreement has beenthe due authorization, execution and each of the other Transaction Documents to which it is a party will bedelivery by Parent and Merger Sub, duly authorized, executed and delivered by the other parties thereto, this Agreement constitutes, and each of the other Transaction Documents to which it is a party will constitute, constitutes a legal, valid and binding obligation of the BuyerCompany, enforceable against it the Company in accordance with their respective its terms, except as limited by applicable subject to bankruptcy, insolvency (including all Laws relating to fraudulent transfers), reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the “Bankruptcy and Equity Principles. Exception”). (b) The shares Company Board, by resolutions duly adopted by unanimous vote of Buyer Common Stock payable those directors voting at a meeting duly called and held and not subsequently rescinded or modified in a manner adverse to Parent, has (i) determined that the execution of this Agreement and the Plan of Merger and the consummation of the Transactions, including the Merger, are fair to, and in the best interests of, the Company and its shareholders; (ii) approved and declared advisable the Merger, the other Transactions, this Agreement and the Plan of Merger; and (iii) resolved to recommend the approval and authorization of this Agreement, the Plan of Merger and the Transactions to the holders of Shares, and directed that this Agreement and the Plan of Merger be submitted for approval and authorization by the Buyer under shareholders of the Company at the Shareholders’ Meeting (the “Company Recommendation”). Such resolutions are sufficient to render inapplicable to Parent, Merger Sub, this Agreement have been duly authorized andand the Merger and the other Transactions the provisions of Article 116 through 118 of the memorandum and articles of association of the Company as amended through the date hereof. (c) The only vote of the holders of any class or series of share capital of the Company necessary to approve and authorize this Agreement, upon issuance the Plan of Merger, the Merger and the other Transactions is a special resolution passed by a majority of at least two-thirds of the shareholders of the Company, as being entitled to do so, voting in person or by proxy at the Shareholders’ Meeting, at which a quorum is present in accordance with the terms memorandum and articles of this Agreementassociation of the Company (the “Requisite Company Vote”). The affirmative vote of the holders of any class or series of share capital of the Company, will be validly issuedor any of them, fully paid and non-assessable, issued free from preemptive rights, free and clear of all Encumbrances (is not necessary to approve or consummate any Transaction other than those created or incurred by any Stockholder) and in compliance with applicable U.S. state and federal securities Lawsthe Merger.

Authority Relative to this Agreement. The Buyer (a) Each Company has all requisite full corporate power and corporate authority to execute execute, deliver and deliver the Transaction Documents to which it is a party, to perform its obligations thereunder this Agreement and to consummate the Contemplated Transactionstransactions contemplated hereby. The execution execution, delivery and delivery performance by each Company of the Transaction Documents to which it is a partythis Agreement, the performance of its obligations thereunder and the consummation by it of the Contemplated Transactions, including, without limitation, the Stock Purchasetransactions contemplated hereby, have been duly and validly authorized by all required necessary corporate or other action on the part of the Buyer, and no other corporate or other proceedings on the part of Buyer are necessary to authorize the Transaction Documents to which it is a party or to consummate the Contemplated Transactionseach Company. This Agreement has beenbeen duly executed and delivered by each Company and constitutes, and each of other agreement, instrument or document executed or to be executed by each Company in connection with the other Transaction Documents to which it is a party transactions contemplated hereby has been, or when executed will be, duly and validly executed and delivered by the Buyer andeach Company and constitutes, assuming this Agreement has been, and each of the other Transaction Documents to which it is a party will be, duly authorized, or when executed and delivered by the other parties thereto, this Agreement constitutes, and each of the other Transaction Documents to which it is a party will constitute, a legal, valid and legally binding obligation of the Buyereach Company, enforceable against it each Company in accordance with their respective terms, except as that such enforceability may be limited by (i) applicable Bankruptcy bankruptcy, insolvency, reorganization, moratorium and Equity Principles. The shares similar laws affecting creditors' rights generally and (ii) equitable principals which may limit the availability of Buyer Common Stock payable by the Buyer under certain equitable remedies (such as specific performance) in certain instances. (b) Each Seller has full legal right, power and authority to execute, deliver and perform this Agreement have and to consummate the transactions contemplated hereby. This Agreement has been duly authorized andexecuted and delivered by each Seller and constitutes, upon issuance and each other agreement, instrument or document executed or to be executed by a Seller in connection with the transactions contemplated hereby has been, or when executed will be, duly executed and delivered by such Seller and constitutes, or when executed and delivered will constitute, a valid and legally binding obligation of such Seller, enforceable against such Seller in accordance with their respective terms, except that such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' rights generally and (ii) equitable principals which may limit the terms availability of this Agreement, will be validly issued, fully paid and non-assessable, issued free from preemptive rights, free and clear of all Encumbrances certain equitable remedies (other than those created or incurred by any Stockholdersuch as specific performance) and in compliance with applicable U.S. state and federal securities Lawscertain instances.

Authority Relative to this Agreement. (a) The Buyer Company has all requisite necessary corporate power and authority to execute and deliver the Transaction Documents to which it is a party, to perform its obligations thereunder this Agreement and to consummate the Contemplated Transactionstransactions contemplated hereby. The execution and delivery of the Transaction Documents to which it is a party, the performance of its obligations thereunder and the consummation of the Contemplated Transactions, including, without limitation, the Stock Purchase, have been duly and validly authorized by all required No other corporate or other action proceedings on the part of the Buyer, and no other corporate or other proceedings on the part of Buyer Company are necessary to authorize the Transaction Documents to which it is a party this Agreement or to consummate the Contemplated Transactionstransactions contemplated hereby and thereby (other than, in respect of the Merger and this Agreement, the Company Requisite Vote (as hereinafter defined)). This Agreement has been, and each of the other Transaction Documents to which it is a party will be, been duly and validly executed and delivered by the Buyer andCompany and constitutes a valid, assuming this Agreement has beenlegal, and each binding agreement of the other Transaction Documents to which it is a party will be, duly authorized, executed and delivered by the other parties thereto, this Agreement constitutes, and each of the other Transaction Documents to which it is a party will constitute, a legal, valid and binding obligation of the BuyerCompany, enforceable against it the Company in accordance with their respective its terms, except subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors' rights and remedies generally, and subject, as limited by applicable Bankruptcy to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and Equity Principlesfair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity). (b) As of the date hereof, the Board of Directors of the Company (the "Company Board") has duly and validly authorized the execution and delivery of this Agreement and approved the consummation of the transactions contemplated hereby and has resolved (i) this Agreement and the transactions contemplated hereby, including the Merger, taken together, to be advisable and fair to, and in the best interests of, the Company and its stockholders; and (ii) to recommend that the stockholders of the Company approve and adopt this Agreement and approve the Merger. The shares Company Board has directed that this Agreement be submitted to the stockholders of Buyer Common Stock payable the Company for their approval and adoption. The affirmative approval of the holders of Shares representing a majority of the votes that may be cast by the Buyer under holders of all outstanding Shares (voting as a single class) as of the record date for the Company (the "Company Requisite Vote") is the only vote of the holders of any class or series of stock of the Company necessary to approve and adopt this Agreement and approve the Merger. Holders of Shares have been duly authorized and, upon issuance dissenters' rights in accordance connection with the terms of this Agreement, will be validly issued, fully paid and non-assessable, issued free from preemptive rights, free and clear of all Encumbrances (other than those created or incurred by any Stockholder) and in compliance with applicable U.S. state and federal securities LawsMerger.

Authority Relative to this Agreement. The Each Buyer has all requisite full corporate or other power and authority to execute and deliver this Agreement and the Transaction Documents Ancillary Agreements to which it each of them is a party, to perform its their obligations hereunder and thereunder and to consummate the Contemplated Transactionstransactions contemplated hereby and thereby. The execution and delivery by each of the Transaction Documents Buyers of this Agreement and the Ancillary Agreements to which it each of them is a party, the performance of its obligations thereunder party and the consummation by each one of them of the Contemplated Transactions, including, without limitation, the Stock Purchase, transactions contemplated hereby and thereby have been duly and validly authorized by all required corporate necessary action by the Board of Directors (or Managers, as the case may be) of Cimatron, CTI and Sub, as applicable and no other action on the part of their respective Boards of Directors (or Managers, as the Buyer, and no other corporate or other proceedings on the part of Buyer are necessary case may be) is required to authorize the Transaction Documents execution, delivery and performance of this Agreement and the Ancillary Agreements to which it each of them is a party or to consummate and the Contemplated Transactionsconsummation by each of them of the transactions contemplated hereby and thereby. This Agreement has been, and each of the other Transaction Documents Ancillary Agreements to which it is a party Cimatron, CTI and Sub are parties to have been or will be, as applicable, duly and validly executed and delivered by the Buyer Cimatron, CTI and Sub and, assuming this Agreement has beenthe due authorization, execution and each of delivery hereof by the other Transaction Documents to which it is a party will be, duly authorized, executed and delivered by Company and/or the other parties thereto, this Agreement constitutes, and each of the other Transaction Documents to which it is a party constitutes or will constitute, as applicable, a legal, valid and binding obligation of the Buyer, each of them enforceable against it them in accordance with their respective terms, except as the enforceability thereof may be limited by applicable Bankruptcy bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws relating to the enforcement of creditors’ rights generally and Equity Principles. The shares by general principles of Buyer Common Stock payable by the Buyer under this Agreement have been duly authorized and, upon issuance in accordance with the terms of this Agreement, will be validly issued, fully paid and non-assessable, issued free from preemptive rights, free and clear of all Encumbrances (other than those created or incurred by any Stockholder) and in compliance with applicable U.S. state and federal securities Lawsequity.

Authority Relative to this Agreement. (a) The Buyer Company has ------------------------------------ all requisite necessary corporate power and authority to execute and deliver the Transaction Documents to which it is a party, this Agreement and to perform its obligations thereunder hereunder and to consummate the Contemplated Transactions. The execution and delivery of this Agreement by the Transaction Documents to which it is a party, the performance of its obligations thereunder Company and the consummation by the Company of the Contemplated Transactions, including, without limitation, the Stock Purchase, Transactions have been duly and validly authorized by all required necessary corporate or other action on the part of the BuyerCompany, and no other corporate or other proceedings on the part of Buyer the Company are necessary to authorize the Transaction Documents to which it is a party this Agreement or to consummate the Contemplated TransactionsTransactions (other than the approval and adoption of this Agreement by stockholders as contemplated by Section 2.07). This Agreement has been, and each of the other Transaction Documents to which it is a party will be, been duly and validly executed and delivered by the Buyer Company and, assuming the due authorization, execution and delivery of this Agreement has beenby Parent and Purchaser, and each of the other Transaction Documents to which it is a party will be, duly authorized, executed and delivered by the other parties thereto, this Agreement constitutes, and each of the other Transaction Documents to which it is a party will constitute, constitutes a legal, valid and binding obligation of the Buyer, Company enforceable against it the Company in accordance with their respective its terms, except as limited by applicable Bankruptcy subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and Equity Principles. similar laws of general applicability relating to or affecting creditors' rights and to general equity principles. (b) The shares of Buyer Common Stock payable Company Board, at a meeting duly called and held on July 12, 1999 by the Buyer under affirmative vote of a majority of the members of the Company Board, has duly (i) determined that this Agreement have been duly authorized andand the Transactions are fair to and in the best interests of the Company and the holders of the Shares, upon issuance in accordance with (ii) authorized, approved, adopted and declared advisable this Agreement and the terms Transactions and (iii) recommended that the stockholders of the Company accept the Offer and tender their Shares to Purchaser pursuant to the Offer and approve and adopt this Agreement, will be validly issuedand as of the date hereof none of the aforesaid actions by the Company Board has been amended, fully paid and non-assessable, issued free from preemptive rights, free and clear of all Encumbrances (other than those created rescinded or incurred by any Stockholder) and in compliance with applicable U.S. state and federal securities Lawsmodified.

Authority Relative to this Agreement. The Buyer Company has all requisite necessary corporate power and authority to execute and deliver this Agreement and, subject to the Transaction Documents adoption of this Agreement by the affirmative vote of a majority of the voting power of the shares of Company Common Stock entitled to which it is a partyvote on the matter, to perform its obligations thereunder hereunder and to consummate the Contemplated TransactionsMerger and the other transactions contemplated by this Agreement. The execution and delivery of the Transaction Documents to which it is a party, the performance of its obligations thereunder this Agreement by Company and the consummation by Company of the Contemplated Transactions, including, without limitation, Merger and the Stock Purchase, other transactions contemplated by this Agreement have been duly and validly authorized by all required necessary corporate or other action on the part of the Buyer, and no other corporate or other proceedings on the part of Buyer Company are necessary to authorize the Transaction Documents to which it is a party this Agreement or to consummate the Contemplated TransactionsMerger and the other transactions contemplated by this Agreement other than the vote of Company's Stockholders and the filing of the Certificate of Merger with the Secretary of State of Delaware as required by the DGCL. The Board of Directors of Company has declared the Merger advisable and in the best interest of Company and its Stockholders and recommended the adoption of this Agreement by the Stockholders. This Agreement has been, and each of the other Transaction Documents to which it is a party will be, been duly and validly executed and delivered by the Buyer Company and, assuming this Agreement has beenthe due authorization, execution and each of the other Transaction Documents to which it is a party will bedelivery by Purchaser, duly authorized, executed and delivered by the other parties thereto, this Agreement constitutes, and each of the other Transaction Documents to which it is a party will constitute, constitutes a legal, valid and binding obligation of the Buyer, Company enforceable against it Company in accordance with their respective its terms, except as limited by applicable Bankruptcy that (i) such enforcement may be subject to any bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other laws, now or hereafter in effect, relating to or limiting creditors' rights generally and Equity Principles. The shares (ii) the remedy of Buyer Common Stock payable by specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the Buyer under this Agreement have been duly authorized and, upon issuance in accordance with discretion of the terms of this Agreement, will court before which any proceeding therefor may be validly issued, fully paid and non-assessable, issued free from preemptive rights, free and clear of all Encumbrances (other than those created or incurred by any Stockholder) and in compliance with applicable U.S. state and federal securities Lawsbrought.

Authority Relative to this Agreement. Compliance with Laws ---------------------------------------------------------- and Court Orders. The Buyer Company has all requisite full corporate power and authority to execute ---------------- and deliver this Agreement and, subject to approval and adoption of this Agreement by the Transaction Documents to holders of Shares representing a majority of the votes which it is a party, to perform its obligations thereunder and may be cast by holders of the Shares to consummate the Contemplated Transactionstransactions contemplated hereby. The execution and delivery of the Transaction Documents to which it is a party, the performance of its obligations thereunder this Agreement and the consummation of the Contemplated Transactions, including, without limitation, the Stock Purchase, transactions contemplated hereby have been duly and validly authorized by all required the Board and no other corporate or other action proceedings on the part of the Buyer, and no other corporate or other proceedings on the part of Buyer Company are necessary to authorize the Transaction Documents to which it is a party this Agreement or to consummate the Contemplated Transactionstransactions so contemplated (other than the approval of this Agreement by the holders of Shares representing a majority of the votes which may be cast by holders of Shares). This Agreement has been, and each of the other Transaction Documents to which it is a party will be, been duly and validly executed and delivered by the Buyer Company and, assuming this Agreement has been, and each of the other Transaction Documents to which it is a party will be, been duly authorized, executed and delivered by the other parties theretoeach of Parent and Purchaser, this Agreement constitutes, and each of the other Transaction Documents to which it is constitutes a party will constitute, a legal, valid and binding obligation agreement of the BuyerCompany, enforceable against it the Company in accordance with their respective its terms, except as limited by that (i) enforcement may be subject to applicable Bankruptcy bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting creditors' rights generally and Equity Principles(ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The shares of Buyer Common Stock payable by the Buyer under this Agreement Company and its subsidiaries are and have been duly authorized and, upon issuance in accordance with the terms of this Agreement, will be validly issued, fully paid and non-assessable, issued free from preemptive rights, free and clear of all Encumbrances (other than those created or incurred by any Stockholder) and in compliance with, and to the knowledge of the Company are not under investigation with respect to and have not been threatened to be charged with or given notice of any violation of, any applicable U.S. state law, statute, ordinance, rule, regulation, judgment, injunction, order or decree, including, without limitation, any Environmental Laws, except for (i) failures to comply or violations that have not had and federal securities Lawswould not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Authority Relative to this Agreement. The Buyer Company has all the requisite corporate power and authority to execute and deliver the Transaction Documents to which it is a party, to perform its obligations thereunder this Agreement and to consummate the Contemplated Transactionstransactions contemplated hereby. The execution and delivery of the Transaction Documents to which it is a party, the performance of its obligations thereunder This Agreement and the consummation by the Company of the Contemplated Transactions, including, without limitation, the Stock Purchase, transactions contemplated hereby have been duly and validly authorized by all required the Company Board and no other corporate or other action proceedings on the part of the Buyer, and no other corporate or other proceedings on the part of Buyer Company are necessary to authorize the Transaction Documents to which it is a party this Agreement or to consummate the Contemplated Transactionstransactions contemplated hereby, other than the approval of the Merger and the adoption of this Agreement by holders of the shares of Company Capital Stock in accordance with the DGCL and the Company Certificate. This Agreement has been, and each of the other Transaction Documents to which it is a party will be, been duly and validly executed and delivered by the Buyer Company and, assuming that this Agreement has beenconstitutes the valid and binding agreement of Parent and Merger Sub, constitutes the valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except that such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or other similar Laws now or hereafter in effect relating to creditors’ rights generally, and each (b) general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). As of the other Transaction Documents to which it is date of this Agreement, the Company Board has unanimously, by resolutions duly adopted at a party will bemeeting duly called and held, duly authorized(i) approved, executed and delivered by the other parties theretodeclared advisable, this Agreement constitutesand the Voting Agreement, and each of the other Transaction Documents to which it is a party will constitute, a legal, valid and binding obligation of the Buyer, enforceable against it in accordance with their respective terms, except as limited by applicable Bankruptcy and Equity Principles. The shares of Buyer Common Stock payable by the Buyer under this Agreement have been duly authorized and, upon issuance in accordance with (ii) determined that the terms of this AgreementAgreement and the Voting Agreement are fair to, will be validly issued, fully paid and non-assessable, issued free from preemptive rights, free and clear of all Encumbrances (other than those created or incurred by any Stockholder) and in compliance with applicable U.S. state the best interests of, the Company and federal securities Lawsits stockholders, (iii) directed that the Company submit the adoption of this Agreement to a vote at the Stockholders Meeting, and (iv) subject to Section 7.2, recommended that the stockholders of the Company adopt this Agreement at the Stockholders Meeting, which resolutions have not as of the date hereof been subsequently rescinded, modified or withdrawn in any way.

Authority Relative to this Agreement. The Buyer Company has all requisite limited liability company or similar power and authority to execute and deliver the Transaction Documents to which it is a party, to perform its obligations thereunder and to consummate the Contemplated TransactionsTransactions to which it is a party. The execution and delivery of the Transaction Documents to which it is a party, the performance of its obligations thereunder and the consummation of the Contemplated Transactions, including, without limitation, the Stock Purchase, Transactions to which it is a party have been duly and validly authorized by all required corporate limited liability company or other action on the part of the Buyer, Company and no other corporate limited liability company or other proceedings on the part of Buyer the Company are necessary to authorize the Transaction Documents to which it is a party or to consummate the Contemplated TransactionsTransactions to which it is a party. This Agreement has been, and each of the other Transaction Documents to which it is a party will be, duly and validly executed and delivered by the Buyer Company and, assuming this Agreement has been, and each of the other Transaction Documents to which it is a party will be, duly authorized, executed and delivered by the other parties thereto, this Agreement constitutes, and each of the other Transaction Documents to which it is a party will constitute, a legal, valid and binding obligation of the BuyerCompany, enforceable against it in accordance with their respective terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws now or hereafter in effect relating to or affecting creditors’ rights generally, including the effect of statutory and other Laws regarding fraudulent conveyances and preferential transfers and subject to the limitations imposed by general equitable principles (regardless whether such enforceability is considered in a proceeding at law or in equity) (collectively, the “Bankruptcy and Equity Principles. The shares of Buyer Common Stock payable by the Buyer under this Agreement have been duly authorized and, upon issuance in accordance with the terms of this Agreement, will be validly issued, fully paid and non-assessable, issued free from preemptive rights, free and clear of all Encumbrances (other than those created or incurred by any Stockholder) and in compliance with applicable U.S. state and federal securities Laws”).

Authority Relative to this Agreement. (a) The Buyer Company has all requisite power and authority to execute execute, deliver and deliver perform this Agreement and any agreement, certificate and other document required to be executed, delivered and performed by it in accordance with this Agreement (collectively, the Transaction Documents to which it is a party, to perform its obligations thereunder “Related Documents”) and to consummate the Contemplated Transactionstransactions contemplated hereby and thereby. The execution and execution, delivery of and performance of this Agreement has been duly authorized by the Transaction Documents to which it is a partyCompany. The Board of Directors of the Company has approved this Agreement, the performance of its obligations thereunder Related Documents and the consummation transactions contemplated hereby and thereby and the Company has delivered to Parent certified copies of the Contemplated Transactions, including, without limitationresolutions adopted by the Board of Directors of the Company approving this Agreement, the Stock PurchaseRelated Documents and the transactions contemplated hereby and thereby. Such approvals, have been duly together with the Stockholder Approval more particularly described in Section 6.7, constitute all necessary corporate and validly authorized by all required corporate or other stockholder action on the part of the BuyerCompany for the authorization, execution and delivery of this Agreement and the Related Documents by the Company and the performance by the Company of the transactions contemplated hereby and thereby, and no other corporate such approvals have not been revoked, rescinded or other proceedings on the part of Buyer are necessary to authorize the Transaction Documents to which it is a party or to consummate the Contemplated Transactions. amended. (b) This Agreement has been, and each of the other Transaction Documents to which it is a party will be, been duly and validly executed and delivered by the Buyer and, assuming this Agreement has been, Company and each of constitutes the other Transaction Documents to which it is a party will be, duly authorized, executed and delivered by the other parties thereto, this Agreement constitutes, and each of the other Transaction Documents to which it is a party will constitute, a legal, valid and binding obligation obligations of the BuyerCompany, enforceable against it the Company in accordance with their respective its terms, except as enforcement may be limited by applicable Bankruptcy and Equity Principles. The shares bankruptcy, insolvency, fraudulent conveyance, moratorium or other similar laws affecting the enforcement of Buyer Common Stock payable by the Buyer under this Agreement have been duly authorized andcreditors rights generally (collectively, upon issuance in accordance with the terms of this Agreement, will be validly issued, fully paid and non-assessable, issued free from preemptive rights, free and clear of all Encumbrances (other than those created or incurred by any Stockholder“Insolvency Laws”) and in compliance with applicable U.S. state and federal securities Lawsgeneral equitable principles.

Authority Relative to this Agreement. The Buyer Each of Seller and Company has all requisite full corporate power and authority to execute and deliver the this Agreement and each Transaction Documents Document to which it is a party, as the case may be, and, subject to perform its obligations thereunder and the Required Regulatory Approvals (as defined below), to consummate the Contemplated Transactionstransactions contemplated hereby and thereby. The execution and delivery by each of the Seller and Company of this Agreement and each Transaction Documents Document to which it is a party, the performance of its obligations thereunder party and the consummation of the Contemplated Transactions, including, without limitation, the Stock Purchase, transactions contemplated hereby and thereby have been duly and validly authorized by all required corporate or other action on the part Boards of the BuyerDirectors of Seller and Company, and no Seller, as holder of all the outstanding Company Shares, has approved and adopted this Agreement and the Merger. No other corporate or other proceedings on the part of Buyer Seller or Company, including any approval by the stockholders of Seller, are or will be necessary to authorize the this Agreement or any Transaction Documents to which it is a party Document or to consummate the Contemplated Transactionstransactions contemplated hereby or thereby. This Agreement has been, and each of the other Transaction Documents to which it is a party will be, been duly and validly executed and delivered by the Buyer and, assuming this Agreement has beeneach of Seller and Company and constitutes a valid and binding agreement of each of Seller and Company, and each of the other Transaction Documents Document to which it is Seller or Company will be a party will beparty, duly authorized, when executed and delivered by the other parties theretosuch party, this Agreement constitutes, and each of the other Transaction Documents to which it is will be a party will constitute, a legal, valid and binding obligation agreement of the Buyereach of Seller and Company, enforceable against it each of Seller and Company in accordance with their respective terms, its terms except as to the extent that enforcement thereof may be limited by applicable Bankruptcy (a) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws, now or hereafter in effect, relating to the creditors' rights generally and Equity Principles. The shares (b) general principles of Buyer Common Stock payable by the Buyer under this Agreement have been duly authorized and, upon issuance equity (regardless of whether enforceability is considered in accordance with the terms of this Agreement, will be validly issued, fully paid and non-assessable, issued free from preemptive rights, free and clear of all Encumbrances (other than those created a proceeding at law or incurred by any Stockholder) and in compliance with applicable U.S. state and federal securities Lawsequity).

Authority Relative to this Agreement. The Buyer Company has all requisite full corporate power and authority to execute enter into this Agreement and deliver the Transaction Documents to which it is a partyeach other instrument, document and agreement contemplated hereby and to perform its obligations hereunder and thereunder and to consummate the Contemplated Transactionstransactions contemplated hereby and thereby. The execution execution, delivery and delivery of the Transaction Documents to which it is a party, the performance of its obligations thereunder this Agreement and of such other instruments, documents and agreements contemplated hereby by the Company and the consummation by the Company of the Contemplated Transactions, including, without limitation, the Stock Purchase, transactions contemplated hereby and thereby have been duly and validly authorized approved by all required the Board of Directors of the Company and no other corporate or other action proceedings on the part of the Buyer, and no other corporate or other proceedings on the part of Buyer Company are necessary to authorize the Transaction Documents execution, delivery and performance of this Agreement and such other instruments, documents and agreements by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, other than securing the approval of the shareholders of the Company for this and certain related transactions occurring concurrently herewith, which the Company shall use its best efforts to which it is a party or to consummate secure in accordance with the Contemplated Transactionsprovisions of Paragraph 6.01(j). This Agreement has and each other instrument, document and agreement contemplated hereby have been, or upon the execution and each of delivery thereof in accordance with the other Transaction Documents to which it is a party terms hereof will be, duly and validly executed and delivered by the Buyer andCompany and subject to securing the Regulatory Approvals and the Third Party Consents (as each such term is defined in Paragraph 6.03(e)) and the shareholder approval contemplated by Paragraph 6.01(j), assuming this Agreement has beenconstitute or, and each at the time of the other Transaction Documents to which it is a party execution and delivery thereof, will be, duly authorized, executed and delivered by the other parties thereto, this Agreement constitutes, and each of the other Transaction Documents to which it is a party will constitute, constitute a legal, valid and binding obligation of the Buyer, Company enforceable against it the Company in accordance with their respective its terms, except as enforceability may be limited by applicable Bankruptcy bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally and Equity Principles. The shares by general equitable principles (regardless of Buyer Common Stock payable by the Buyer under this Agreement have been duly authorized and, upon issuance whether such enforceability is considered in accordance with the terms of this Agreement, will be validly issued, fully paid and non-assessable, issued free from preemptive rights, free and clear of all Encumbrances (other than those created a proceeding in equity or incurred by any Stockholder) and in compliance with applicable U.S. state and federal securities Lawsat law).

Authority Relative to this Agreement. The Buyer Company has all requisite corporate power and authority to execute and deliver the Transaction Documents to which it is a party, to perform its obligations thereunder and to consummate the Contemplated Transactions. The Assuming receipt of the Required Stockholder Approvals, the execution and delivery of the Transaction Documents to which it is a party, the performance of its obligations thereunder and the consummation of the Contemplated Transactions, including, without limitation, the Stock Purchase, Transactions have been duly and validly authorized by all required corporate or other action on the part of the Buyer, Company and no other corporate or other proceedings on the part of Buyer the Company are necessary to authorize the Transaction Documents to which it is a party or to consummate the Contemplated Transactions. This Agreement has been, and each of the other Transaction Documents to which it is a party will be, duly and validly executed and delivered by the Buyer Company and, assuming this Agreement has been, and each of the other Transaction Documents to which it is a party will be, duly authorized, executed and delivered by the other parties thereto, this Agreement constitutes, and each of the other Transaction Documents to which it is a party will constitute, a legal, valid and binding obligation of the BuyerCompany, enforceable against it in accordance with their respective terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws now or hereafter in effect relating to or affecting creditors’ rights generally, including the effect of statutory and other Laws regarding fraudulent conveyances and preferential transfers and subject to the limitations imposed by general equitable principles (regardless whether such enforceability is considered in a proceeding at law or in equity) (collectively, the “Bankruptcy and Equity Principles. The shares of Buyer Common Stock payable by the Buyer under this Agreement have been duly authorized and, upon issuance in accordance with the terms of this Agreement, will be validly issued, fully paid and non-assessable, issued free from preemptive rights, free and clear of all Encumbrances (other than those created or incurred by any Stockholder) and in compliance with applicable U.S. state and federal securities Laws”).

Authority Relative to this Agreement. The Buyer RRC has all requisite full partnership power and authority to execute and deliver this Agreement and, subject to the Transaction Documents to which it is a partyadoption of this Agreement by the partners of RRC in accordance with Applicable Law and RRC's partnership agreement ("RRC Partner Approval"), to perform its obligations thereunder and to consummate the Contemplated Transactionstransactions contemplated hereby. The execution execution, delivery and delivery performance by RRC of the Transaction Documents to which it is a partythis Agreement, the performance of its obligations thereunder and the consummation by it of the Contemplated Transactions, including, without limitation, the Stock Purchasetransactions contemplated hereby, have been duly and validly authorized by all required corporate or the general partners of RRC, and no other action partnership proceedings (other than RRC Partner Approval) on the part of the Buyer, and no other corporate or other proceedings on the part of Buyer RRC are necessary to authorize the Transaction Documents to which execution, delivery and performance by RRC of this Agreement and the consummation by it is a party or to consummate of the Contemplated Transactionstransactions contemplated hereby. This Agreement has beenbeen duly executed and delivered by RRC and constitutes, and each of other agreement, instrument or document executed or to be executed by RRC in connection with the other Transaction Documents to which it is a party transactions contemplated hereby has been, or when executed will be, duly and validly executed and delivered by the Buyer andRRC and constitutes, assuming this Agreement has been, and each of the other Transaction Documents to which it is a party will be, duly authorized, or when executed and delivered by the other parties thereto, this Agreement constitutes, and each of the other Transaction Documents to which it is a party will constitute, a legal, valid and legally binding obligation of the Buyer, RRC enforceable against it RRC in accordance with their respective terms, except as that such enforceability may be limited by (i) applicable Bankruptcy bankruptcy, insolvency, reorganization, moratorium and Equity Principlessimilar laws affecting creditors' rights generally and (ii) equitable principles which may limit the availability of certain equitable remedies (such as specific performance) in certain instances. The shares of Buyer Common Stock payable by On or prior to the Buyer under this Agreement have been duly authorized and, upon issuance in accordance with the terms date of this Agreement, will the general partners of RRC have determined to recommend approval of the RRC Merger to those persons who shall be validly issuedlimited partners of RRC upon the RRC Reorganization, fully paid and non-assessable, issued free from preemptive rights, free and clear of all Encumbrances (other than those created or incurred by any Stockholder) and such determination is in compliance with applicable U.S. state and federal securities Lawseffect.