Common use of Authority Relative to this Agreement Clause in Contracts

Authority Relative to this Agreement. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to receipt of the Company Shareholder Approval, to consummate the Transactions. The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the Transactions have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions (except for (i) receipt of the Company Shareholder Approval and (ii) the filing of the Merger Proposal and Merger Notice with the Companies Registrar and all such other notices or filings required under the ICL with respect to the consummation of the Merger). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Merger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally, and (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 Company Board, at a meeting duly called and held in compliance with the requirements of ICL and the Articles of Association prior to the execution of this Agreement, unanimously adopted resolutions (i) resolving that this Agreement and the Transactions are fair to, and in the best interests of, the Company and its shareholders and that, considering the financial position of the merging companies, no reasonable concern exists that the Surviving Company will be unable to fulfill the obligations of the Company to its creditors, (ii) approving this Agreement and the Transactions on the terms and subject to the conditions set forth herein, and (iii) resolving to make the Company Board Recommendation. As of the date of this Agreement, none of the aforesaid actions by the Company Board has been amended, rescinded or modified.

Authority Relative to this Agreement. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder andhereunder, subject to receipt of the Company Shareholder Approval, and to consummate the Transactionstransactions contemplated hereby. The execution, execution and delivery and performance of this Agreement by the Company and the consummation by the Company of the Transactions transactions contemplated hereby have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions transactions contemplated hereby (except for (i) receipt of the Company Shareholder Approval and (ii) the filing of the Merger Proposal and Merger Notice with the Companies Registrar and all such other notices or filings required under the ICL than, with respect to the consummation Merger, the approval of this Agreement by the holders of a majority of the Mergeroutstanding shares of Company Common Stock entitled to vote with respect thereto at the Company Stockholders’ Meeting (as defined in Section 7.01), and the filing and recordation of the Certificate of Merger as required by Delaware Law). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Merger Subthe other parties hereto, constitutes a the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except to the extent that (i) such enforcement enforceability hereof may be subject to limited by applicable bankruptcy, insolvency, reorganization, moratorium reorganization or other similar Laws, now or hereafter in effect, laws affecting the enforcement of creditors’ rights generally, generally and (ii) by principles of equity regarding the remedy availability of specific performance and injunctive and other forms remedies. The board of equitable relief may be subject to equitable defenses and to the discretion directors of the court before which any proceeding therefor may be brought. (b) The Company Board, at a meeting duly called and held in compliance with the requirements of ICL and the Articles of Association prior to the execution of this Agreement, has unanimously adopted resolutions (i) resolving determined that this Agreement and the Transactions are it is fair to, advisable and in the best interests of, the Company and its shareholders and that, considering the financial position of the merging companies, no reasonable concern exists that the Surviving Company will be unable to fulfill the obligations of the Company’s stockholders for Company to its creditors, (ii) approving this Agreement and the Transactions on enter into a business combination with Parent upon the terms and subject to the conditions set forth herein, and (iii) resolving to make the Company Board Recommendation. As of the date of this Agreement, and has unanimously recommended that Company’s stockholders approve and adopt this Agreement and the Merger (the “Company Board Approval”), and none of the aforesaid actions by the Company Board Company’s board of directors has been amended, rescinded or modified. The Company Board Approval 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 Delaware Law such that Section 203 of the Delaware Law does not apply to this Agreement or the transactions contemplated hereby. No “business combination,” “fair price,” “moratorium,” “control share acquisition” or other similar anti-takeover statute or regulation is applicable to Company, the shares of Company Common Stock, the Merger or any of the other transactions contemplated by this Agreement.

Authority Relative to this Agreement. (a) The Company Each of Parent and Merger Sub has all necessary full corporate power and authority to execute and deliver this AgreementAgreement and the Ancillary Agreements, to perform its respective obligations hereunder and, subject to receipt of the Company Shareholder Approval, and to consummate the Transactionstransactions contemplated hereby and thereby. The execution, execution and delivery by Parent and performance Merger Sub of this Agreement by and the Company Ancillary Agreements and the consummation by the Company Parent and Merger Sub of the Transactions transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate actionand shareholder action of Parent and Merger Sub, and no other corporate proceedings action on the part of the Company are necessary either Parent or Merger Sub is required to authorize the execution, delivery and performance of this Agreement or to consummate and the Transactions (except for (i) receipt Ancillary Agreements and the consummation by Parent and Merger Sub of the Company Shareholder Approval transactions contemplated hereby and (ii) the filing of the Merger Proposal and Merger Notice with the Companies Registrar and all such other notices or filings required under the ICL with respect to the consummation of the Merger)thereby. This Agreement and the Ancillary Agreements to which Parent or Merger Sub is a party has been duly and validly executed and delivered by the Company Parent and Merger Sub and, assuming the due authorization, authorization and the valid execution and delivery hereof by Parent and Merger Subthe Company, constitutes a legal, valid and binding obligation of the Company, Parent and Merger Sub enforceable against the Company Parent and Merger Sub in accordance with its respective terms, except that (i) such enforcement as the enforceability thereof may be subject to applicable limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar LawsLaws relating to the enforcement of creditors' rights generally and by general principles of equity. No consent, now approval, order or hereafter authorization of, or registration, declaration or filing with, any Governmental or Regulatory Authority is required by or with respect to Parent or Merger Sub in effectconnection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, affecting creditors’ rights generally, and except for (i) the filing of the California Agreement of Merger as provided in Section 1.2; (ii) the remedy of specific performance such consents, approvals, orders, authorizations, registrations, declarations and injunctive and other forms of equitable relief filings as may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (b) The Company Board, at a meeting duly called and held in compliance with the requirements of ICL required under applicable state securities laws and the Articles securities laws of Association prior to the execution of this Agreement, unanimously adopted resolutions (i) resolving that this Agreement and the Transactions are fair to, and in the best interests of, the Company and its shareholders and that, considering the financial position of the merging companies, no reasonable concern exists that the Surviving Company will be unable to fulfill the obligations of the Company to its creditors, (ii) approving this Agreement and the Transactions on the terms and subject to the conditions set forth herein, any foreign country; and (iii) resolving to make the Company Board Recommendation. As such other consents, authorizations, filings, approvals and registrations which, if not obtained or made, would not have a Material Adverse Effect on Parent or Merger Sub and would not prevent, or materially alter or delay any of the date of transactions contemplated by this Agreement, none of the aforesaid actions by the Company Board has been amended, rescinded or modified.

Authority Relative to this Agreement. (a) The Company has all necessary full corporate power and authority to execute and deliver this AgreementAgreement and the Ancillary Agreements to which the Company is a party, to perform its obligations hereunder and, subject to receipt of the Company Shareholder Approval, and thereunder and to consummate the Transactionstransactions contemplated hereby and thereby. The execution, execution and delivery and performance by the Company of this Agreement by and the Ancillary Agreements to which the Company is a party and the consummation by the Company of the Transactions transactions contemplated hereby and thereby, and the performance by the Company of its obligations hereunder and thereunder, have been duly and validly authorized by all necessary corporate actionaction by the Board of Directors and, to the extent required, the Vendors and otherwise as may be required by the Charter Documents of the Company, and no other corporate proceedings action on the part of the Company are necessary Board of Directors or the Vendors or any other party is required to authorize the execution, delivery and performance by the Company of this Agreement or and the Ancillary Agreements to consummate which the Transactions (except for (i) receipt Company is a party and the consummation by the Company of the Company Shareholder Approval transactions contemplated hereby and (ii) the filing of the Merger Proposal and Merger Notice with the Companies Registrar and all such other notices or filings required under the ICL with respect to the consummation of the Merger)thereby. This Agreement has and the Ancillary Agreements to which the Company is a party have been or will be, as applicable, duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof (and, in the case of the Ancillary Agreements to which Buyer is a party, thereof) by Parent and Merger SubBuyer, as applicable, each constitutes or will constitute, as applicable, a legal, valid and binding obligation of the Company, Company enforceable against the Company in accordance with its respective terms, except that (i) such enforcement as the enforceability thereof may be subject to applicable limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting Laws relating to the enforcement of creditors’ rights generally, generally and (ii) the remedy by general principles 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 broughtequity. (b) The Company Board, at a meeting duly called and held in compliance with the requirements of ICL and the Articles of Association prior to the execution of this Agreement, unanimously adopted resolutions (i) resolving that this Agreement and the Transactions are fair to, and in the best interests of, the Company and its shareholders and that, considering the financial position of the merging companies, no reasonable concern exists that the Surviving Company will be unable to fulfill the obligations of the Company to its creditors, (ii) approving this Agreement and the Transactions on the terms and subject to the conditions set forth herein, and (iii) resolving to make the Company Board Recommendation. As of the date of this Agreement, none of the aforesaid actions by the Company Board has been amended, rescinded or modified.

Authority Relative to this Agreement. (a) The Company has all necessary the requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to receipt of obtaining the Company Shareholder ApprovalRequisite Vote, to consummate the Transactionstransactions contemplated hereby. The execution, execution and delivery and performance of this Agreement by the Company, the performance by the Company of its obligations hereunder, and the consummation by the Company of the Transactions transactions contemplated hereby have been duly and validly authorized by all necessary corporate action, action and no other corporate proceedings on the part of the Company are necessary pursuant to the Charter or the MGCL to authorize this Agreement or to consummate the Transactions transactions so contemplated (except for other than (i) receipt the approval of the Merger by the affirmative vote of the holders of at least a majority of the outstanding shares of Sizeler Common Stock entitled to vote thereon (the "Company Shareholder Approval Requisite Vote") and (ii) the filing of the Merger Proposal and Merger Notice with the Companies Registrar and all such other notices or filings required under the ICL with respect only to conversion of Series B Preferred Stock into the consummation of right to receive the MergerSeries B Cash Consideration, the Series B Merger Approval). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof by Parent Acquiror and Merger Sub, constitutes a legal, valid and binding obligation of the Company, Company enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or and other similar Laws, now laws relating to or hereafter in effect, affecting creditors’ ' rights generally, and general equitable 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 whether considered in a proceeding therefor may be broughtin equity or at law). (b) The Company Board, at a meeting duly called and held in compliance with the requirements of ICL and the Articles of Association prior to the execution of this Agreement, unanimously adopted resolutions Board has (i) resolving that approved this Agreement and declared the Transactions are Merger advisable and fair to, and in the best interests of, the Company and its shareholders and that, considering the financial position of the merging companies, no reasonable concern exists that the Surviving Company will be unable to fulfill the obligations stockholders of the Company to its creditors(including the holders of the Sizeler Series B Preferred Stock), (ii) approving this Agreement and resolved to recommend the Transactions on approval of the terms and subject Merger to the conditions set forth hereinstockholders of the Company (including the holders of the Sizeler Series B Preferred Stock), and (iii) resolving directed that the Merger be submitted to make the stockholders of the Company Board Recommendation. As for their approval (including the holders of the date of this Agreement, none of the aforesaid actions by the Company Board has been amended, rescinded or modifiedSizeler Series B Preferred Stock).

Authority Relative to this Agreement. (a) The Company Acquiror has all necessary full corporate power and authority to execute and deliver this AgreementAgreement and the Ancillary Agreements to which it is a party, to perform its respective obligations hereunder and, subject to receipt of the Company Shareholder Approval, and thereunder and to consummate the Transactionstransactions contemplated hereby and thereby. The execution, execution and delivery and performance by Acquiror of this Agreement by and the Company Ancillary Agreements to which Target is a party and the consummation by the Company Acquiror of the Transactions transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate actionaction of Acquiror, and no other corporate proceedings action on the part of the Company are necessary Acquiror is required to authorize the execution, delivery and performance of this Agreement or and the Ancillary Agreements to consummate which Target is a party by Acquiror and the Transactions (except for (i) receipt consummation by Acquiror of the Company Shareholder Approval transactions contemplated hereby and (ii) the filing of the Merger Proposal and Merger Notice with the Companies Registrar and all such other notices or filings required under the ICL with respect to the consummation of the Merger)thereby. This Agreement has and the Ancillary Agreements to which Acquiror is a party have each been duly and validly executed and delivered by the Company Acquiror and, assuming the due authorization, authorization and the valid execution and delivery of this Agreement by Parent Target and Merger Subeach Ancillary Agreement by each other party (other than Acquiror) to such Ancillary Agreement, each constitutes a legal, valid and binding obligation of the Company, Acquiror enforceable against the Company Acquiror in accordance with its respective terms, except that (i) such enforcement as the enforceability thereof may be subject to applicable limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and Laws relating to the discretion enforcement of creditors' rights generally and by general principles of equity. The shares of Acquiror Common Stock to be issued in the court before which any proceeding therefor may be brought. (bMerger pursuant to Section 1.6(a) The Company Boardshall, at a meeting duly called and held when issued in compliance with the requirements of ICL and the Articles of Association prior to the execution of this Agreement, unanimously adopted resolutions (i) resolving that this Agreement be duly and validly issued, fully paid and non-assessable, and the Transactions shares of Acquiror Common Stock that will be issuable upon the exercise of Acquiror Options and Acquiror Warrants that are fair toissued in the Merger pursuant to Section 1.6(c) and (d), respectively, when issued upon the exercise of and in the best interests ofcompliance with such Acquiror Options and Acquiror Warrants, the Company and its shareholders and that, considering the financial position of the merging companies, no reasonable concern exists that the Surviving Company will be unable to fulfill the obligations of the Company to its creditorsduly and validly issued, (ii) approving this Agreement fully paid and the Transactions on the terms and subject to the conditions set forth herein, and (iii) resolving to make the Company Board Recommendation. As of the date of this Agreement, none of the aforesaid actions by the Company Board has been amended, rescinded or modifiednon-assessable.

Authority Relative to this Agreement. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to receipt of the Company Shareholder Approval, to consummate the Transactions. The execution, delivery and performance by Acquiror of this Agreement Agreement, the execution, delivery and performance by Parent of the Company Guarantee and the consummation by the Company Parent and Acquiror of the Transactions transactions contemplated hereby and thereby, as applicable, are within the respective corporate powers of Parent and Acquiror and have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions (except for (i) receipt of the Company Shareholder Approval and (ii) the filing of the Merger Proposal and Merger Notice with the Companies Registrar and all such other notices or filings required under the ICL with respect to the consummation of the Merger). This Agreement has been duly and validly executed and delivered by the Company Acquiror and, assuming the due authorization, execution and delivery by Parent and Merger SubCompany of this Agreement, this Agreement constitutes a legal, valid and binding obligation of the CompanyAcquiror, enforceable against the Company Acquiror in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Lawslaws relating to or affecting the rights and remedies of creditors generally and to general principles of equity, now including (without limitation) concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or hereafter at law). The Guarantee has been duly and validly executed and delivered by Parent and, assuming the due authorization, execution and delivery by Company of this Agreement, the Guarantee constitutes a valid and binding obligation of Parent, enforceable against Parent in effectaccordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting creditors’ the rights generallyand remedies of creditors generally and to general principles of equity, including (without limitation) concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law). (b) At a meeting duly called and held, or by written consent in lieu of meeting, the Board of Directors of Acquiror has (i) determined that this Agreement, the Merger and the other transactions contemplated hereby are fair to and in the best interests of Acquiror and Parent, and (ii) approved this Agreement and 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 Company Board, at transactions contemplated hereby. At a meeting duly called and held held, Parent's Board of Directors has approved the Guarantee and the transactions contemplated thereby and the issuance of the shares of the Parent Common Stock to be delivered to the Company stockholders in compliance connection with the requirements of ICL and the Articles of Association prior to the execution of this Agreement, unanimously adopted resolutions (i) resolving that this Agreement and the Transactions are fair to, and in the best interests of, the Company and its shareholders and that, considering the financial position of the merging companies, no reasonable concern exists that the Surviving Company will be unable to fulfill the obligations of the Company to its creditors, (ii) approving this Agreement and the Transactions on the terms and subject to the conditions set forth herein, and (iii) resolving to make the Company Board Recommendation. As of the date of this Agreement, none of the aforesaid actions by the Company Board has been amended, rescinded or modifiedMerger.

Authority Relative to this Agreement. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder Agreement and, subject to receipt of obtaining the Company Shareholder Approval, to consummate the Transactionstransactions contemplated hereby. The Company Board, acting upon the recommendation of the Independent Committee, has duly and validly authorized the execution, delivery and performance of this Agreement and approved the consummation of the transactions contemplated hereby, and taken all corporate actions required to be taken by the Company Board for the consummation of the transactions contemplated hereby, including the Merger, and has (i) by resolution approved, and declared advisable, the Merger, this Agreement and the consummation by other transactions contemplated hereby; (ii) 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 Transactions have been duly and validly authorized by all necessary corporate action, and no Company approve this Agreement. No other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions transactions contemplated hereby (except for (i) receipt of the Company Shareholder Approval and (ii) the filing of the Merger Proposal and Merger Notice with the Companies Registrar and all such other notices or filings required under the ICL than, with respect to the consummation of Merger, the MergerCompany Shareholder Approval). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Merger Sub, constitutes a legalvalid, valid legal and binding obligation agreement of the Company, enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or other similar Laws, now or hereafter in effect, affecting creditors’ ' rights generally, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to general equity principles (the discretion of the court before which any proceeding therefor may be brought"Bankruptcy and Equity Exception"). (b) The only vote of the holders of any class or series of share capital of the Company Board, at a meeting duly called and held in compliance with the requirements of ICL and the Articles of Association prior necessary to the execution of this Agreement, unanimously adopted resolutions (i) resolving that approve this Agreement and the Transactions are fair to, transactions contemplated hereby (including the Merger) is the affirmative vote of shareholders representing two-thirds or more of the Shares present and voting in the best interests of, person or by proxy as a single class at the Company and its shareholders and that, considering Shareholders Meeting (the financial position "Company Shareholder Approval"). No other vote of the merging companies, no reasonable concern exists that the Surviving Company will be unable to fulfill the obligations shareholders of the Company is required by Law, the memorandum and articles of association of the Company or otherwise in order for the Company to its creditors, (ii) approving approve this Agreement and or to consummate the Transactions on transactions contemplated hereby (including the terms and subject to the conditions set forth herein, and (iii) resolving to make the Company Board Recommendation. As of the date of this Agreement, none of the aforesaid actions by the Company Board has been amended, rescinded or modifiedMerger).

Authority Relative to this Agreement. STOCKHOLDER APPROVAL. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to receipt of the Company Shareholder Approval, Agreement and to consummate the Transactionstransactions contemplated hereby. The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the Transactions have been duly and validly authorized by all necessary corporate action, and no No other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions transactions contemplated hereby (except for (i) receipt of the Company Shareholder Approval and (ii) the filing of the Merger Proposal and Merger Notice with the Companies Registrar and all such other notices or filings required under the ICL than, with respect to the consummation of Merger and this Agreement, the MergerCompany Requisite Vote (as hereinafter defined)). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Merger Sub, constitutes a legalvalid, valid legal and binding obligation agreement of the Company, enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other and similar Laws, now or hereafter in effect, laws affecting creditors’ ' rights and remedies generally, and subject, as to enforceability, to general principals of equity, including principles of commercial reasonableness, good faith and fair dealing (ii) the remedy regardless 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 whether enforcement is sought in a proceeding therefor may be broughtat law or in equity). (b) The Company BoardBoard has, at a meeting by unanimous vote of those present and acting on the unanimous recommendation of the Special Committee, duly called and held in compliance with validly authorized the requirements execution and delivery of ICL this Agreement and approved the consummation of the transactions contemplated hereby, and taken all corporate actions required to be taken by the Company Board for the consummation of the transactions, including the Offer and the Articles of Association prior to the execution of this AgreementMerger, unanimously adopted resolutions contemplated hereby and has resolved (i) resolving that to deem this Agreement and the Transactions are transactions contemplated hereby, including the Offer and the Merger, taken together, advisable and fair to, and in the best interests of, the Company and its shareholders stockholders (other than Parent or Merger Sub); and that, considering the financial position of the merging companies, no reasonable concern exists (ii) to recommend that the Surviving Company will be unable to fulfill the obligations stockholders of the Company approve and adopt this Agreement. The Company Board has directed that this Agreement, to its creditorsthe extent required, be submitted to the stockholders of 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 holders of all outstanding Shares (iivoting as a single class) approving 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 capital stock of the Company necessary to adopt this Agreement and approve the Transactions on transactions contemplated hereby, including the terms Offer and subject to the conditions set forth herein, and (iii) resolving to make the Company Board Recommendation. As of the date of this Agreement, none of the aforesaid actions by the Company Board has been amended, rescinded or modifiedMerger.

Authority Relative to this Agreement. (a) The Company has all necessary the requisite corporate power and authority to execute and deliver this Agreement, Agreement and to perform its obligations hereunder andconsummate the transactions contemplated hereby, subject to receipt the approval and adoption of the Merger and this Agreement by holders of the Company Shareholder Approval, to consummate Shares in accordance with the Transactions. The execution, delivery DGCL and performance of this Agreement by the Company Stockholders Agreement. This Agreement and the consummation by the Company of the Transactions transactions contemplated hereby have been duly and validly authorized by all necessary corporate actionthe Board of Directors, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions transactions contemplated hereby (except for (i) receipt of the Company Shareholder Approval and (ii) the filing of the Merger Proposal and Merger Notice with the Companies Registrar and all such other notices or filings required under the ICL than, with respect to the consummation Merger, the adoption of this Agreement by holders of the MergerCompany Shares in accordance with the DGCL and by the holders of the Company Series A Preferred in accordance with the Company Stockholders Agreement). This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes the due authorization, execution and delivery by Parent and Merger Sub, constitutes a legal, valid and binding obligation agreement of Purchaser and Newco, 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 (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, laws now or hereafter in effect, affecting effect relating to creditors’ ' rights generally, generally and (ii) the remedy general principles of specific performance and injunctive and other forms equity (regardless of equitable relief may be subject to equitable defenses and to the discretion of the court before which any whether enforceability is considered in a proceeding therefor may be broughtin equity or at law). (b) The Board of Directors has caused the Company Board, at a meeting duly called and held in compliance with the requirements of ICL and the Articles of Association prior Rights Plan to be amended pursuant to the Company Rights Plan Amendment, which shall prevent any Flip-in Date, Flip-over Transaction or Event, Separation Time, or Stock Acquisition Date (as each such term is defined in the Company Rights Plan) from occurring, and shall prevent the Company Rights from becoming exercisable pursuant to the Company Rights Plan, as a result of (i) the approval, execution or delivery of this Agreement, unanimously adopted resolutions (i) resolving that this Agreement and the Transactions are fair to, and in the best interests ofSecurities Purchase Agreements, the Company and its shareholders and thatVoting Agreement or any amendments thereof, considering provided that any such amendment is approved in advance by the financial position Board of Directors of the merging companies, no reasonable concern exists that the Surviving Company will be unable to fulfill the obligations of the Company to its creditorsCompany, (ii) approving this Agreement and the Transactions on the terms and subject commencement or, prior to the conditions set forth herein, and (iii) resolving to make the Company Board Recommendation. As of the date termination of this Agreement, none the consummation of the aforesaid actions transactions contemplated hereby (including the Merger) or by the Company Voting Agreements or the Securities Purchase Agreements, (iii) any conversion, exercise or exchange of any of the Company's securities acquired pursuant to the Securities Purchase Agreements, or (iv) in the event of a termination of this Agreement, any additional acquisitions of the Company's securities by any of the Purchaser Companies (A) which are consummated after the termination of this Agreement at a purchase price of not less than $3.00 per share of Company Common Stock (on an as-converted basis, in the case of Convertible Securities), (B) which do not cause any of Purchaser Companies to become the beneficial owner of more than 51% of the shares of Company Common Stock outstanding at the time of such additional acquisitions, and (C) which, in the event there is a Second Purchaser Restricted Period, occur after the expiration of the Second Purchaser Restricted Period. The Board of Directors has been amended, rescinded approved the acquisition by the Purchaser Companies of 15% or modifiedmore of the Company's outstanding voting stock for purposes of Section 203 of the DGCL so that the restrictions on "business combinations" with "interested stockholders" (each as defined in Section 203 of the DGCL) will not be applicable to the Purchaser Companies.

Authority Relative to this Agreement. (a) The Company has all necessary corporate power and authority to execute and deliver this AgreementAgreement and, subject to obtaining the necessary approvals of the Company Stockholders, to perform its obligations hereunder and, subject to receipt of the Company Shareholder Approval, and to consummate the TransactionsMerger and the other transactions contemplated by this Agreement. The execution, execution and delivery and performance of this Agreement by the Company and the consummation by the Company of the Transactions Merger and the other transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate action, action and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions Merger and the other transactions contemplated by this Agreement (except for (i) receipt of the Company Shareholder Approval and (ii) the filing of the Merger Proposal and Merger Notice with the Companies Registrar and all such other notices or filings required under the ICL than, with respect to the consummation Merger, the approval of this Agreement by the MergerCompany Stockholders as described in Section 3.16 hereof and the filing and recordation of appropriate merger documents as required by the KGCL and the DGCL). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Merger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to the effect of any applicable bankruptcy, reorganization, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, Laws affecting creditors’ ' rights generallygenerally and subject, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject as to equitable defenses and enforceability, to the discretion effect of the court before which any proceeding therefor may be broughtgeneral principles of equity. (b) The Company BoardWithout limiting the generality of the foregoing, the Board of Directors of the Company, by written consent or at a meeting duly called and held in compliance with held, has by the requirements unanimous vote or consent of ICL and all of the Articles of Association prior to the execution of this Agreement, unanimously adopted resolutions directors (i) resolving determined that this Agreement the Merger and the Transactions other transactions contemplated hereby are fair to, and in the best interests of, the Company and its shareholders and that, considering the financial position of the merging companies, no reasonable concern exists that the Surviving Company will be unable to fulfill the obligations of the Company to its creditorsstockholders, (ii) approving approved and adopted the Merger, this Agreement and the Transactions on other transactions contemplated hereby in accordance with the terms provisions of the KGCL and subject to the conditions set forth hereinCompany's charter documents, and (iii) resolving directed that this Agreement and the Merger be submitted to make the Company Board Recommendation. As Stockholders for their approval and adoption and (iv) resolved to recommend that the Company Stockholders vote in favor of the date approval and adoption of this Agreement, none of the aforesaid actions by the Company Board has been amended, rescinded or modified.

Authority Relative to this Agreement. (a) The Company has Each of DCRC and Merger Sub have all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to receipt of the Company Shareholder Approval, and to consummate the Transactions. The execution, execution and delivery and performance of this Agreement by the Company each of DCRC and Merger Sub and the consummation by the Company each of DCRC and Merger Sub of the Transactions have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company DCRC or Merger Sub are necessary to authorize this Agreement or to consummate the Transactions (except for other than (ia) receipt of the Company Shareholder Approval and (ii) the filing of the Merger Proposal and Merger Notice with the Companies Registrar and all such other notices or filings required under the ICL with respect to the consummation Merger and the Private Placements, the approval and adoption of this Agreement and the issuance of the Mergershares in the Private Placements by the holders of a majority of the outstanding shares of DCRC Common Stock entitled to vote and actually cast thereon at the DCRC Stockholders’ Meeting and by the holders of a majority of the outstanding shares of Merger Sub Common Stock, and the filing and recordation of appropriate merger documents as required by the DGCL and CCAA, and (b) with respect to the amendment and restatement of the DCRC Certificate of Incorporation, which shall be required to authorize the issuance of the Per Share Merger Consideration and the shares in the Private Placement, the approval of a majority of the outstanding shares of DCRC Common Stock). This Agreement has been duly and validly executed and delivered by the Company DCRC and Merger Sub and, assuming the due authorization, execution and delivery by Parent and Merger Subthe Company, constitutes a legal, valid and binding obligation of the CompanyDCRC or Merger Sub, enforceable against the Company DCRC or Merger Sub in accordance with its terms, except that (i) such enforcement may be terms subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally, and (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) Remedies Exceptions. The Company Board, at a meeting duly called and held in compliance with the requirements of ICL and the Articles of Association prior to the execution of this Agreement, unanimously adopted resolutions (i) resolving that DCRC Board has approved this Agreement and the Transactions are fair toTransactions, and such approvals are sufficient so that the restrictions on business combinations set forth in the best interests of, the Company and its shareholders and that, considering the financial position DCRC Certificate of the merging companies, no reasonable concern exists that the Surviving Company will be unable to fulfill the obligations of the Company to its creditors, (ii) approving this Agreement and the Transactions on the terms and subject Incorporation shall not apply to the conditions set forth hereinMerger, and (iii) resolving to make the Company Board Recommendation. As of the date of this Agreement, none any Ancillary Agreement or any of the aforesaid actions by other Transactions. To the Company Board has been amendedKnowledge of DCRC, rescinded no other state takeover statute is applicable to the Merger or modifiedthe other Transactions.

Authority Relative to this Agreement. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to receipt of the Company Shareholder Approval, and to consummate the Transactionstransactions contemplated hereby. The Assuming the accuracy of Newco's representations contained in Section 4.7 (without giving effect to the knowledge qualification thereof), the execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the Transactions transactions contemplated hereby have been duly and validly authorized by all necessary corporate action, action and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions transactions so contemplated (except for (i) receipt of the Company Shareholder Approval and (ii) the filing of the Merger Proposal and Merger Notice with the Companies Registrar and all such other notices or filings required under the ICL than, with respect to the consummation Merger, the approval of this Agreement by the holders of a majority of the Mergeroutstanding shares of Company Common Stock, and the filing and recordation of appropriate merger documents as required by the DGCL). This Agreement has been duly A-8 13 and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof by Parent and Merger SubNewco, constitutes a legal, valid and binding obligation of the Company, Company enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally, and (ii) the remedy . The Board of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion Directors of the court before which any proceeding therefor may be brought. (b) The Company Board, at a meeting duly called and held in compliance with the requirements of ICL and the Articles of Association prior to the execution of has approved this Agreement, unanimously adopted resolutions the Voting Agreement (iincluding the option contemplated thereby) resolving that this and, to the extent necessary, the Employment Arrangements and the transactions contemplated hereby and thereby (including the Merger) (provided, in the case of the Voting Agreement and the Transactions are fair Employment Arrangements, 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 thereto the limitation on business combinations contained in Section 203 of 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 Section 203 of the DGCL, applies or 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, and in the best interests of, securities of the Company and its shareholders and that, considering the financial position of the merging companies, no reasonable concern exists Subsidiaries that the Surviving Company will may be unable acquired or controlled by Newco or its affiliates or permit any stockholder to fulfill the obligations acquire securities of the Company on a basis not available to its creditors, (ii) approving this Agreement and Newco in the Transactions on event that Newco were to acquire securities of the terms and subject to the conditions set forth hereinCompany, and (iii) resolving to make neither the Company Board Recommendation. As nor any of its Subsidiaries has any rights plan, preferred stock or similar arrangement which have any of the date of this Agreement, none of the aforesaid actions by the Company Board has been amended, rescinded or modifiedaforementioned consequences.

Authority Relative to this Agreement. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to receipt of the Company Shareholder Approval, to consummate the Transactions. The execution, delivery and performance of this Agreement and of all of the other documents and instruments required hereby by Parent and Merger Subsidiary, including, without limitation, the Company Parent Promissory Note, the Registration Rights Agreement, and the Earnout Agreement (collectively, the “Agreement Documents”), are within the corporate power and authority of Parent and Merger Subsidiary. The execution and delivery of each of the Agreement Documents and the consummation by the Company of the Transactions transactions contemplated thereby have been duly and validly authorized by all necessary corporate action, the Boards of Directors of Parent and Merger Subsidiary and no other corporate proceedings proceeding on the part of the Company are Parent or Merger Subsidiary is necessary to authorize this such Agreement Documents or to consummate the Transactions (except for (i) receipt transactions contemplated therein. Each of the Company Shareholder Approval Agreement Documents and (ii) the filing all of the Merger Proposal other documents and Merger Notice with the Companies Registrar and all such other notices instruments required hereby have been or filings required under the ICL with respect to the consummation of the Merger). This Agreement has been will be duly and validly executed and delivered by the Company andParent and Merger Subsidiary, as applicable, and (assuming the due authorization, execution and delivery hereof and thereof by Cirronet) constitute or will constitute valid, legal and binding agreements of Parent and Merger SubSubsidiary, constitutes enforceable against Parent and Merger Subsidiary in accordance with their respective terms. The Parent Promissory Note, when issued and delivered in accordance with the terms and for the consideration expressed herein, shall be a legal, valid and binding obligation of the CompanyParent, enforceable against the Company in accordance with its terms; the Stock Consideration, except that (i) such enforcement may when issued and delivered in accordance with the terms and for the consideration expressed herein, shall constitute validly issued, fully paid and non-assessable shares of Parent Common Stock; and the Parent Common Stock to be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion issued upon exercise of the court before which any proceeding therefor may be brought. (b) The Company BoardCirronet Options, at a meeting duly called when issued and held delivered in compliance accordance with the requirements of ICL terms and for the Articles of Association prior to consideration expressed in the execution Cirronet Options (as modified by the terms of this Agreement), unanimously adopted resolutions (i) resolving that this Agreement shall be validly issued, fully paid and the Transactions are fair to, and in the best interests of, the Company and its shareholders and that, considering the financial position of the merging companies, no reasonable concern exists that the Surviving Company will be unable to fulfill the obligations of the Company to its creditors, (ii) approving this Agreement and the Transactions on the terms and subject to the conditions set forth herein, and (iii) resolving to make the Company Board Recommendation. As of the date of this Agreement, none of the aforesaid actions by the Company Board has been amended, rescinded or modifiednon-assessable.

Authority Relative to this Agreement. (ai) The Company Seller has all necessary corporate power and authority to execute and deliver this Agreement, Agreement and to perform its obligations hereunder and, subject to receipt of the Company Shareholder Approval, and to consummate the Transactionstransactions contemplated hereby, as well as all other agreements, certificates and documents executed or delivered, or to be executed or delivered, by the Seller in connection herewith (collectively, with this Agreement, the "SELLER DOCUMENTS"). The executionexecution and delivery of this Agreement and the consummation by the Seller of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of the Seller, and no other corporate proceedings are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. Each of the Seller Documents to which the Seller is, or will be, a party has been, or will be, duly and validly executed and delivered by the Seller, and, assuming the due authorization, execution and delivery of the Seller Documents by the other parties, are (or when executed and performance delivered will be) legal, valid and binding obligations of the Seller, except as limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the enforcement of creditors' rights generally and (ii) general principles of equity, regardless of whether asserted in a proceeding in equity or at law. (ii) The Company has all corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby, as well as all other agreements, certificates and documents executed or delivered, or to be executed or delivered, by the Company in connection herewith (collectively, with this Agreement, the "COMPANY DOCUMENTS"). The execution and delivery of this Agreement by the Company and the consummation by the Company of the Transactions transactions contemplated hereby have been duly and validly authorized by all necessary corporate actionaction on the part of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions transactions contemplated hereby (except for as set forth in clause (i) receipt above). Each of the Company Shareholder Approval and (ii) Documents to which the filing of the Merger Proposal and Merger Notice with the Companies Registrar and all such other notices Company is, or filings required under the ICL with respect to the consummation of the Merger). This Agreement will be, a party has been been, or will be, duly and validly executed and delivered by the Company Company, and, assuming the due authorization, execution and delivery of the Company Documents by Parent the other parties, are (or when executed and Merger Sub, constitutes a delivered will be) legal, valid and binding obligation obligations of the Company, enforceable against the Company in accordance with its terms, except that as limited by (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or and other similar Laws, now or hereafter in effect, laws of general application affecting the enforcement of creditors’ ' rights generally, generally and (ii) the remedy general principles of specific performance and injunctive and other forms equity, regardless of equitable relief may be subject to equitable defenses and to the discretion of the court before which any whether asserted in a proceeding therefor may be broughtin equity or at law. (b) The Company Board, at a meeting duly called and held in compliance with the requirements of ICL and the Articles of Association prior to the execution of this Agreement, unanimously adopted resolutions (i) resolving that this Agreement and the Transactions are fair to, and in the best interests of, the Company and its shareholders and that, considering the financial position of the merging companies, no reasonable concern exists that the Surviving Company will be unable to fulfill the obligations of the Company to its creditors, (ii) approving this Agreement and the Transactions on the terms and subject to the conditions set forth herein, and (iii) resolving to make the Company Board Recommendation. As of the date of this Agreement, none of the aforesaid actions by the Company Board has been amended, rescinded or modified.

Authority Relative to this Agreement. (a) The Company Parent has all necessary the corporate power to enter into this Agreement and authority to execute and deliver this Agreement, to perform carry out its obligations hereunder and, subject hereunder. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by Parent's Board of Directors; the issuance of up to receipt 1,000,000 shares of Parent Common Stock pursuant to this Agreement and the conduct of a private offering thereof to the shareholders of the Company Shareholder Approval, to consummate in accordance with Regulation D under the Transactions. The execution, delivery and performance of this Agreement by the Company Securities Act and the consummation by preparation of a Private Offering Memorandum (the Company "Private Offering Memorandum") to be forwarded to such shareholders and the filing with the SEC of the Transactions a Form D in connection therewith, together with all other filings required under all applicable state securities laws, have been duly and validly authorized by all necessary corporate action, and Parent's Board of Directors; no other corporate proceedings on the part of the Company Parent are necessary to authorize this Agreement or to consummate and the Transactions (except for (i) receipt transactions contemplated hereby. Parent's Board of Directors has unanimously determined that the Merger is in the best interests of Parent and has unanimously approved all of the Company Shareholder Approval and (ii) the filing of the Merger Proposal and Merger Notice with the Companies Registrar and all such other notices or filings required under the ICL with respect to the consummation of transactions contemplated by this Agreement, including without limitation, the Merger). This Agreement has been duly and validly executed and delivered by the Company and, each of Parent and Acquisition and (assuming the due valid authorization, execution and delivery of this Agreement by Parent and Merger Sub, constitutes the Company) is a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with Parent and Acquisition. Parent and its terms, except that subsidiaries are not subject to or obligated under (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium any charter or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally, and (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 Company Board, at a meeting duly called and held in compliance with the requirements of ICL and the Articles of Association prior to the execution of this Agreement, unanimously adopted resolutions (i) resolving that this Agreement and the Transactions are fair to, and in the best interests of, the Company and its shareholders and that, considering the financial position of the merging companies, no reasonable concern exists that the Surviving Company will be unable to fulfill the obligations of the Company to its creditorsbylaw, (ii) approving any indenture or other loan document provision or (iii) any other contract, license, franchise, permit, law, regulation, injunction, writ, order or decree, which would be breached or violated or under which there would be a default (with or without notice or passage of time) or a loss of benefits by its executing and carrying out this Agreement and other than, in the Transactions on the terms and subject to the conditions set forth herein, case of clauses (ii) and (iii) resolving only, any breaches, violations, or defaults which, singly or in the aggregate, will not have a Material Adverse Effect on Parent and its subsidiaries taken as a whole or which shall be cured, waived or terminated prior to make the Company Board RecommendationEffective Date. As Except as referred to herein or in connection or in compliance with any applicable provisions of the date Securities Act, the Exchange Act, the rules of the AMEX and the corporation, securities or blue sky laws of the various states of the United States, no filing or registration with, or authorization, consent or approval of, any public body or authority is necessary for the consummation by Parent of the Merger or the other transactions contemplated by this Agreement, none of other than filings, registrations, authorizations, consents or approvals which if not made or obtained would not, singly or in the aforesaid actions by the Company Board has been amendedaggregate, rescinded or modifiedhave a Material Adverse Effect on Parent and its subsidiaries, taken as a whole.

Authority Relative to this Agreement. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to receipt of the Company Shareholder Approval, and to consummate the Transactionstransactions contemplated herein to be consummated by the Company. The execution, execution and delivery and performance of this Agreement by the Company and the consummation by the Company of the Transactions such transactions have been duly and validly authorized by all necessary corporate action, action and no other corporate proceedings on the part of the Company and no stockholder votes are necessary to authorize this Agreement or to consummate the Transactions (except for (i) receipt of the Company Shareholder Approval and (ii) the filing of the Merger Proposal and Merger Notice with the Companies Registrar and all such transactions other notices or filings required under the ICL than, with respect to the consummation Merger, the adoption of this Agreement by the affirmative vote of a majority of the Merger)outstanding shares of Company Common Stock entitled to vote thereon. The Board of Directors of the Company has approved this Agreement and the transactions contemplated hereby and has directed that this Agreement and the transactions contemplated hereby be submitted to the Company's stockholders for approval at a meeting of such stockholders. This Agreement has been duly authorized and validly executed and delivered by the Company and, assuming and constitutes the due authorization, execution and delivery by Parent and Merger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally, and (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 Company Boardhas taken all appropriate actions so that the restrictions on business combinations contained in Section 203 of the DGCL will not apply with respect to or as a result of this Agreement, at a meeting duly called and held in compliance with the requirements of ICL Voting Agreement and the Articles transactions contemplated hereby and thereby, including the Merger, without any further action on the part of Association prior the stockholders or the Board of Directors of the Company. True and complete copies of all Board resolutions reflecting such actions have been previously provided to Parent. No other state takeover statute is applicable to the Merger. (c) The Rights Agreement, dated as of June 12, 1997, between the Company and ChaseMellon Shareholder Services, L.L.C., as Rights Agent, as amended by Amendment dated as of December 16, 1997, has been amended (as so amended, the "Company Rights Agreement") so that: (1) Parent and Merger Sub are each exempt from the definition of "Acquiring Person" contained in the Company Rights Agreement, and no "Shares Acquisition Date" or "Distribution Date" or "Triggering Event" (as such terms are defined in the Company Rights Agreement) will occur as a result of the execution of this Agreement or the Voting Agreement or the consummation of the Merger and the other transactions contemplated by this Agreement or the Voting Agreement and (2) the Company Rights Agreement will terminate and the Rights will expire immediately prior to the Effective Time. The Company Rights Agreement, unanimously adopted resolutions (i) resolving that this Agreement and the Transactions are fair to, and in the best interests of, the Company and its shareholders and that, considering the financial position of the merging companies, no reasonable concern exists that the Surviving Company will be unable to fulfill the obligations of the Company to its creditors, (ii) approving this Agreement and the Transactions on the terms and subject to the conditions set forth herein, and (iii) resolving to make the Company Board Recommendation. As of the date of this Agreement, none of the aforesaid actions by the Company Board has been as so amended, rescinded or modified.has not been further amended or

Authority Relative to this Agreement. (a) NON-CONTRAVENTION. The Company Purchaser has all necessary the requisite corporate power and authority to execute and deliver enter into this Agreement, to perform carry out its obligations hereunder and, subject to receipt of the Company Shareholder Approval, and to consummate the Transactionstransactions contemplated hereby. The execution, execution and delivery and performance of this Agreement by the Company Purchaser and the consummation by the Company Purchaser of the Transactions transactions contemplated hereby have been duly and validly authorized by all necessary requisite corporate action, action on behalf of the Purchaser and no other corporate proceedings on the part of the Company Purchaser are necessary to authorize this Agreement or to consummate the Transactions (except for (i) receipt of the Company Shareholder Approval and (ii) the filing of the Merger Proposal and Merger Notice with the Companies Registrar and all such other notices or filings required under the ICL with respect to the consummation of the Merger)transactions. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution Purchaser and delivery by Parent and Merger Sub, constitutes a legal, valid and binding obligation of the CompanyPurchaser, enforceable against the Company in accordance with its terms, except that (i) such enforcement as the enforceability hereof may be subject to applicable limited by bankruptcy, insolvency, reorganizationmoratorium, moratorium reorganization or other similar Laws, now or hereafter in effect, laws affecting the enforcement of creditors’ ' rights generally, generally and (ii) to judicial limitations on the enforcement of the remedy of specific performance and injunctive other equitable remedies and other forms except as the indemnification provisions of equitable relief the registration rights described in Exhibit F may be limited by principles of public policy. The Purchaser is neither subject to equitable defenses and to the discretion to, nor obligated under, any provision of the court before which any proceeding therefor may be brought. (a) its charter or bylaws, (b) The Company Boardany agreement, at arrangement or understanding, (c) any license, franchise or permit or (d) subject to obtaining the approvals referred to in the next sentence, any law, regulation, order, judgment or decree, which would be breached or violated, or in respect of which a meeting duly called right of termination or acceleration or any encumbrance on any of its assets would be created, by the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby, other than any such breaches, violations, terminations, accelerations or encumbrances which would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on (y) the business, assets, liabilities, results of operations or financial condition of the Purchaser and held in compliance its subsidiaries, taken as a whole, or (z) on the ability of the Purchaser to perform its obligations under or with respect to, or to consummate the requirements of ICL and the Articles of Association prior to the execution of transactions contemplated by, this Agreement, unanimously adopted resolutions (i) resolving that this the Flow Agreement and or the Transactions are fair toService Provider Agreement.. Other than any approvals or filings required under the BHCA or the HSR Act, and in assuming the best interests of, the Company and its shareholders and that, considering the financial position accuracy of the merging companies, no reasonable concern exists that the Surviving Company will be unable to fulfill the obligations representations of the Company to its creditorscontained in Section 5, (ii) approving this Agreement and the Transactions no authorization, consent or approval of, or filing with, any public body, court or authority is necessary on the terms and subject to the conditions set forth herein, and (iii) resolving to make the Company Board Recommendation. As part of the date Purchaser for the consummation by the Purchaser of the transactions contemplated by this Agreement, none of the aforesaid actions by the Company Board has been amended, rescinded or modified.

Authority Relative to this Agreement. (a) The Company Each of the Vendors has all necessary the requisite corporate power to enter into and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject under this Agreement and each Ancillary Agreement to receipt of the Company Shareholder Approval, to consummate the Transactionswhich it will be a party. The execution, execution and delivery and performance of this Agreement by and each Ancillary Agreement to which each Vendor will be a party, the Company consummation of the Acquisition and the consummation by the Company of the Transactions other transactions contemplated in Articles II and III have been duly and validly authorized by all necessary corporate actionthe board of directors or sole shareholder of such Vendor, and no other corporate proceedings on the part of such Vendor, including any approval by the Company sole shareholder or board of directors of such Vendor, are necessary to authorize this Agreement, any Ancillary Agreement or to consummate the Transactions (except for (i) receipt of the Company Shareholder Approval and (ii) the filing of the Merger Proposal and Merger Notice with the Companies Registrar and all which such other notices or filings required under the ICL with respect to Vendor will be a party, the consummation of the Merger)Acquisition, or the other transactions contemplated in Articles II and III. This Agreement has been duly and validly executed and delivered by each Vendor. Each Ancillary Agreement required to be executed and delivered by either Vendor at the Company andClosing will be, assuming upon its execution and delivery as provided in Section 3.2 or elsewhere in this Agreement, duly executed and delivered by such Vendor. At the due Time of Closing, all necessary corporate action will have been taken by Laidxxx Xxxte Systems Ltd. and Laidxxx Xxxte Systems (Canada) Ltd. to consent to or authorize the transfer of the Shares to the Purchaser as contemplated hereby. Assuming the valid authorization, execution and delivery of this Agreement (and each Ancillary Agreement to which the Purchaser will be a party) by Parent the Purchaser, this Agreement is, and Merger Subeach Ancillary Agreement to which either Vendor will be a party and to which the Purchaser is the other party, constitutes will be, upon its execution and delivery at the Closing as provided in Section 3.2 or elsewhere in this Agreement, a legal, valid and binding obligation of the Companysuch Vendor, enforceable against such Vendor by the Company Purchaser in accordance with its terms, except that (i) as such enforcement enforceability may be subject to applicable limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now laws relating to or hereafter in effect, affecting creditors’ ' rights generally, and (ii) the remedy of specific performance and injunctive and other forms of generally or by equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be broughtprinciples. (b) The Company Board, at a meeting duly called and held in compliance with the requirements of ICL and the Articles of Association prior to the execution of this Agreement, unanimously adopted resolutions (i) resolving that this Agreement and the Transactions are fair to, and in the best interests of, the Company and its shareholders and that, considering the financial position of the merging companies, no reasonable concern exists that the Surviving Company will be unable to fulfill the obligations of the Company to its creditors, (ii) approving this Agreement and the Transactions on the terms and subject to the conditions set forth herein, and (iii) resolving to make the Company Board Recommendation. As of the date of this Agreement, none of the aforesaid actions by the Company Board has been amended, rescinded or modified.

Authority Relative to this Agreement. (a) The Company Each of Parent and Purchaser has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to receipt of the Company Shareholder Approval, and to consummate the Transactionstransactions contemplated hereby. The execution, delivery and performance of this Agreement by the Company each of Parent and Purchaser and the consummation by the Company each of Parent and Purchaser of the Transactions transactions contemplated hereby have been duly and validly authorized by all necessary corporate action, action on the part of Parent and Purchaser and no other corporate proceedings on the part of the Company Parent or Purchaser are necessary to authorize this Agreement or to consummate the Transactions transactions so contemplated (except for other than, in the case of Parent where the Cash Alternative Structure is not required to be effected), (i) receipt the issuance of the Company Shareholder Approval shares of Parent Common Stock in the Merger pursuant to this Agreement requires the approval of a majority of the votes cast at a meeting at which there is a quorum by the holders of the Parent Common Stock and the Convertible Preferred Stock, voting together and not as separate classes, and (ii) an amendment to the Restated Certificate of Incorporation of Parent to increase the number of authorized shares of Parent Common Stock to 400 million (the "Charter Amendment") requires the approval of the holders of a majority of the outstanding shares of (A) Parent Common Stock, voting as a class, and (B) Parent Common Stock and Convertible Preferred Stock, voting together and not as separate classes (collectively, the "Parent Stockholder Approval"), and, in the case of Purchaser, the filing of appropriate merger documents as required by the BCL). If the Cash Alternative Structure is required to be effected, no vote of the stockholders of Parent shall be required to authorize this Agreement or to consummate the transactions contemplated hereby, including the issuance of the shares of Parent Common Stock in the Merger Proposal and Merger Notice pursuant to this Agreement. Prior to the Effective Time, the Board of Directors of Parent, or an appropriate committee of non-employee directors thereof, will have adopted a resolution consistent with the Companies Registrar interpretive guidance of the SEC so that the acquisition by any officer or director of the Company who may become a covered person of Parent for purposes of Section 16 of the Exchange Act and all such other notices the rules and regulations thereunder ("Section 16") of shares of Parent Common Stock or filings required under options to acquire Parent Common Stock pursuant to this Agreement and the ICL with respect Merger shall be an exempt transaction for purposes of Section 16. The Board of Directors of Parent by resolutions duly adopted by a unanimous vote of the directors present at a meeting duly called and held and not subsequently rescinded or modified in any way has duly (A) approved and adopted this Agreement and the transactions contemplated hereby (including but not limited to the consummation Offer, the Merger and the Charter Amendment), (B) determined that this Agreement and the transactions contemplated hereby (including but not limited to the Offer, the Merger and the Charter Amendment) are fair to and in the best interests of Parent and (C) resolved to recommend that the stockholders of Parent vote in favor of the Merger)matters described in the second preceding sentence. This Agreement has been duly and validly executed and delivered by the Company Parent and Purchaser and, assuming the due authorization, execution and delivery hereof by Parent and Merger Subthe Company, constitutes a legal, valid and binding obligation of the Company, each of Parent and Purchaser enforceable against the Company Parent and Purchaser in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally, and (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 Company Board, at a meeting duly called and held in compliance with the requirements of ICL and the Articles of Association prior to the execution of this Agreement, unanimously adopted resolutions (i) resolving that this Agreement and the Transactions are fair to, and in the best interests of, the Company and its shareholders and that, considering the financial position of the merging companies, no reasonable concern exists that the Surviving Company will be unable to fulfill the obligations of the Company to its creditors, (ii) approving this Agreement and the Transactions on the terms and subject to the conditions set forth herein, and (iii) resolving to make the Company Board Recommendation. As of the date of this Agreement, none of the aforesaid actions by the Company Board has been amended, rescinded or modified.

Authority Relative to this Agreement. (a) The Company Seller has all necessary full corporate power and authority to execute and deliver this Agreement, the Related Agreements and the other agreements, documents and instruments to perform its obligations hereunder andbe executed and delivered by it in connection with this Agreement or the Related Agreements, subject to receipt of the Company Shareholder Approval, and to consummate the Transactionstransactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement, the Related Agreements and the other agreements, documents and instruments to be executed and delivered in connection with this Agreement by or the Company Related Agreements and the consummation by the Company of the Transactions transactions contemplated hereby and thereby have been duly and validly authorized by all the necessary corporate actionaction on the part of Seller, and no other corporate or other proceedings on the part of the Company Seller are necessary to authorize this Agreement, the Related Agreements and the other agreements, documents and instruments to be executed and delivered in connection with this Agreement or the Related Agreements or to consummate the Transactions (except for (i) receipt of the Company Shareholder Approval transactions contemplated hereby and (ii) the filing of the Merger Proposal and Merger Notice with the Companies Registrar and all such other notices or filings required under the ICL with respect to the consummation of the Merger)thereby. This Agreement has been been, and the Related Agreements and the other agreements, documents and instruments to be executed and delivered in connection with this Agreement or the Related Agreements as of the Closing Date will be, duly and validly executed and delivered by Seller or the Company andSeller Counterparties, as applicable, and assuming that this Agreement, the due authorizationRelated Agreements and the other agreements, execution documents and delivery by Parent instruments to be executed and Merger Sub, constitutes a delivered in connection with this Agreement or the Related Agreements constitute legal, valid and binding obligation agreements of Buyer and the Buyer Counterparties and each of the CompanySponsors, as applicable, are (in the case of this Agreement) or will be as of the Closing Date (in the case of the Related Agreements and the other agreements, documents and instruments to be executed and delivered in connection with this Agreement or the Related Agreements) enforceable against Seller and the Company Seller Counterparties in accordance with its their respective terms, except that (i) such enforcement enforceability may be subject to limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now laws affecting or hereafter in effect, affecting relating to enforcement of creditors’ ' rights generally, and (ii) the remedy generally or general principles 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 broughtequity. (b) The Company Board, at a meeting duly called and held in compliance with the requirements of ICL and the Articles of Association prior to the execution of this Agreement, unanimously adopted resolutions (i) resolving that this Agreement and the Transactions are fair to, and in the best interests of, the Company and its shareholders and that, considering the financial position of the merging companies, no reasonable concern exists that the Surviving Company will be unable to fulfill the obligations of the Company to its creditors, (ii) approving this Agreement and the Transactions on the terms and subject to the conditions set forth herein, and (iii) resolving to make the Company Board Recommendation. As of the date of this Agreement, none of the aforesaid actions by the Company Board has been amended, rescinded or modified.

Authority Relative to this Agreement. (a) The Company has all necessary the requisite corporate power to enter into this Agreement and authority to execute and deliver this Agreement, to perform carry out its obligations hereunder and, subject to receipt of the Company Shareholder Approval, to consummate the Transactionshereunder. The execution, execution and delivery and performance of this Agreement by the Company, the performance by the Company of its obligations hereunder and the consummation by the Company of the Transactions transactions contemplated herein have been duly and validly authorized by all necessary corporate action, the board of directors of the Company. The Board of Directors of the Company has approved the Offer and no this Agreement such that Section 203 of the Delaware Law is inapplicable to the Offer and this Agreement and the transactions contemplated hereby. No other corporate proceedings on the part of the Company or any of the Company Subsidiaries are necessary to authorize the execution and delivery of this Agreement or to consummate Agreement, the Transactions (performance by the Company of its obligations hereunder and the consummation by the Company of the transactions contemplated hereby, except for (i) receipt the approval of the Company Shareholder Approval and (ii) the filing of the Merger Proposal and Merger Notice with the Companies Registrar and all such other notices or filings required under the ICL with respect to the consummation of the Merger)Company's stockholders as contemplated in SECTION 6. 1. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Merger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except to the extent that (i) such enforcement its enforceability may be subject to limited by applicable bankruptcy, insolvency, reorganizationfraudulent transfer, moratorium reorganization or other similar Laws, now laws affecting the enforcement of creditors' rights generally or hereafter in effect, affecting creditors’ rights generally, and (ii) the remedy of specific performance and injunctive and other forms of by general equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be broughtprinciples. (b) The Except as set forth in SECTION 3.3(B) of the Company BoardDisclosure Letter, at a meeting duly called and held in compliance with the requirements of ICL and the Articles of Association prior to neither the execution and delivery of this Agreement, unanimously adopted resolutions Agreement by the Company nor the consummation by the Company of the transactions contemplated herein nor compliance by the Company with any of the provisions hereof will (i) resolving that this Agreement and the Transactions are fair to, and conflict with or result in the best interests of, the Company and its shareholders and that, considering the financial position any breach of the merging companies, no reasonable concern exists that the Surviving Company will be unable to fulfill the obligations Certificate or Articles of Incorporation or bylaws of the Company to its creditorsor any of the Company Subsidiaries, (ii) approving this Agreement and result in a violation or breach of any provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the Transactions on termination, cancellation of, or accelerate the terms and subject performance required by, or result in a right of termination or acceleration under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company or any Company Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, lease, agreement or other instrument or obligation of any kind to which the conditions set forth hereinCompany or any of the Company Subsidiaries is a party or by which the Company or any of the Company Subsidiaries or any of their respective properties or assets, and may be bound or (iii) resolving subject to make compliance with the statutes and regulations referred to in SUBSECTION (C) below, violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to the Company Board Recommendation. As or any of the date Company Subsidiaries or any of their respective properties or assets, other than any such event described in items (i), (ii) or (iii) which would not have a Company Material Adverse Effect. (c) Except for compliance with the provisions of the Delaware Law, the XXX Xxx, xxx `00 Xxx, the Securities Act of 1933 (the "`33 Act"), the rules and regulations of the New York Stock Exchange and the "blue sky" laws of various states and foreign laws, no action by any governmental authority is necessary for the Company's execution and delivery of this Agreement, none of Agreement or the aforesaid actions consummation by the Company Board has been amended, rescinded of the transactions contemplated hereby except where the failure to obtain or modifiedtake such action would not have a Company Material Adverse Effect.

Authority Relative to this Agreement. (a) The Except for the approval of the Company's stockholders in connection with the consummation of the Merger, the Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to receipt of the Company Shareholder Approval, and to consummate the Transactionstransactions contemplated hereby. The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the Transactions transactions contemplated hereby have been duly and validly authorized authorized, approved and declared advisable by all necessary corporate action, the Board and no other corporate proceedings on the part of the Company are necessary to authorize or approve this Agreement or (other than, with respect to consummate the Transactions (except for (i) receipt Merger, the adoption of this Agreement by holders of a majority of the Company Shareholder Approval outstanding Shares and (ii) the filing of the Certificate of Merger Proposal and Merger Notice with as required by the Companies Registrar and all such other notices or filings required under the ICL with respect to the consummation of the MergerDGCL). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due and valid authorization, execution and delivery of this Agreement by Parent and Merger Sub, constitutes a legal, legally valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (i) such enforcement may be subject to applicable limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now laws affecting or hereafter in effect, affecting relating to the enforcement of creditors’ ' rights generally, generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be is subject to equitable defenses and to the discretion general principles of the court before which any proceeding therefor may be brought. (b) equity. The Company Board, at a meeting duly called and held in compliance with the requirements of ICL and the Articles of Association prior to the execution of this Agreementon January 23, unanimously adopted 2004 by adopting resolutions (i) resolving that this Agreement and the Transactions are fair to, and in the best interests of, the Company and its shareholders and that, considering the financial position of the merging companies, no reasonable concern exists that the Surviving Company will be unable to fulfill the obligations of the Company to its creditors, (ii) approving this Agreement and the Transactions on the terms and subject to the conditions set forth herein, and (iii) resolving to make the Company Board Recommendation. As as of the date of this Agreement, are in full force and effect and have not been in any way modified or rescinded, has duly taken all actions necessary under the DGCL and the Company's certificate of incorporation to (a) approve and adopt this Agreement and the transactions contemplated hereby (including the Merger), (b) determine that this Agreement and the transactions contemplated hereby (including the Merger) are fair to and in the best interests of the Company and its stockholders, (c) resolve to recommend that the stockholders of the Company approve this Agreement and the transactions contemplated hereby and (d) ensure that none of the aforesaid actions restrictions set forth in the Interested Stockholder Statute and Article TENTH of the Company's certificate of incorporation apply or will apply to Parent, Merger Sub, or to any other Subsidiary of Parent or the transactions contemplated by this Agreement and the Company Board has been amendedPollock Voting Agreement, rescinded or modifiedincluding, without limitation, the Merger. Xx x result of the foregoing actions, the only vote required to authorize and approve the Merger is the affirmative vote of the holders of a majority of the Shares.

Authority Relative to this Agreement. (a) The Company has all necessary the requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to receipt of the Company Shareholder Approval, Agreement and to consummate the Transactionstransactions contemplated hereby. The execution, execution and delivery and performance of this Agreement by the Company Company, and the consummation by the Company of the Transactions transactions contemplated hereby, have been duly and validly authorized by all necessary corporate action, the Board and no other corporate or stockholder proceedings on the part of the Company are necessary required to authorize this Agreement or to consummate the Transactions (except for transactions contemplated hereby, other than, with respect to the Merger and to the extent required by the DGCL, (i) receipt the adoption of this Agreement by the affirmative vote of the Company Shareholder Approval holders entitled to cast a majority of the votes represented by the outstanding Common Stock and (ii) the filing and recordation of the Certificate of Merger Proposal and Merger Notice in accordance with the Companies Registrar and all such other notices or filings required under the ICL with respect to the consummation of the Merger)DGCL. This Agreement has been duly and validly executed and delivered by the Company and, and (assuming the due authorization, execution and delivery hereof by Parent and Merger Sub, Purchaser) constitutes a legal, the valid and binding obligation agreement of the Company, enforceable against the Company in accordance with its terms, except that (ix) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Lawslaws, now or hereafter in effect, affecting relating to creditors’ ' rights generally, generally and (iiy) the remedy equitable remedies 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) (i) The Special Committee has been duly authorized and constituted, (ii) the Special Committee, at a meeting thereof duly called and held on November 21, 2001, (A) determined that this Agreement, the Tender Offer and the Merger would be advisable and are in the best interests of the Company and its stockholders (other than Parent and its Affiliates), (B) determined that this Agreement, the Tender Offer and the Merger should be approved and declared advisable by the Board and (C) resolved to recommend that the Company's stockholders accept the Tender Offer, tender their shares of Common Stock pursuant thereto and approve this Agreement if submitted for their approval and (iii) the Board, at a meeting thereof duly called and held in compliance with the requirements of ICL and the Articles of Association prior to the execution of this Agreementon November 21, unanimously adopted resolutions 2001, (iA) resolving determined that this Agreement and the Transactions Merger would be advisable and are fair to, and in the best interests of, of the Company and its shareholders stockholders (other than Parent and that, considering the financial position of the merging companies, no reasonable concern exists that the Surviving Company will be unable to fulfill the obligations of the Company to its creditorsAffiliates), (iiB) approving this Agreement approved and the Transactions on the terms and subject to the conditions set forth herein, and (iii) resolving to make the Company Board Recommendation. As of the date of declared advisable this Agreement, none the Tender Offer and the Merger and (C) resolved to recommend that the Company's stockholders accept the Tender Offer, tender their shares of the aforesaid actions by the Company Board has been amended, rescinded or modifiedCommon Stock pursuant thereto and adopt this Agreement if submitted for their approval.

Authority Relative to this Agreement. (a) The Company has all necessary requisite corporate power and authority to execute and deliver enter into this Agreement, to perform its obligations hereunder Agreement and, subject to with receipt of the Company Shareholder ApprovalRequisite Stockholder Approvals in the form of the Stockholder Written Consent, each of which shall become effective at the Written Consent Effective Time, to consummate the TransactionsMergers and the other Transactions to which the Company is a party. The execution, execution and delivery and performance of this Agreement by and, upon receipt of the Stockholder Written Consents immediately following the execution of this Agreement, the consummation of the Mergers and the other Transactions to which the Company and the consummation by the Company of the Transactions is a party have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings action on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions (except for (i) receipt of the Company Shareholder Approval and (ii) the filing of the Merger Proposal and Merger Notice with the Companies Registrar and all such other notices or filings required under the ICL with respect to the consummation of the Merger)Company. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery of this Agreement by Parent and Merger Subthe other parties hereto, constitutes a legal, the valid and binding obligation of the Company, Company enforceable against the Company in accordance with its termsterms subject only to the effect, except that if any, of (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or bankruptcy and other similar Laws, now or hereafter in effect, applicable Law affecting creditors’ the rights generally, of creditors generally and (ii) the remedy rules of law governing specific performance and performance, injunctive relief and other forms of equitable relief may be subject to equitable defenses and to remedies (the discretion of the court before which any proceeding therefor may be brought. (b) “Enforceability Exceptions”). The Company Board, at a meeting by resolutions duly called adopted (and held in compliance with not thereafter modified or rescinded) by the requirements unanimous vote of ICL and the Articles of Association prior to the execution of Company Board, has (i) approved this Agreement, unanimously adopted resolutions (i) resolving the Mergers and the other Transactions to which the Company is a party and determined that this Agreement Agreement, the Mergers and the Transactions are fair toother Transactions, and in including the best interests ofMergers, the Company and its shareholders and that, considering the financial position of the merging companies, no reasonable concern exists that the Surviving Company will be unable to fulfill the obligations of the Company to its creditors, (ii) approving this Agreement and the Transactions on upon the terms and subject to the conditions set forth herein, is advisable and in the best interests of the Company and the holders of Company Common Stock and in accordance with the provisions of applicable Laws and the Company Governing Documents and (iiiii) resolving has submitted this Agreement to make the holders of Company Common Stock for the purpose of adoption and unanimously recommended that the holders of Company Common Stock adopt this Agreement. Except for the Requisite Stockholder Approvals, no other vote or approval of the holders of any class or series of capital stock or other Equity Interests of the Company Board Recommendation. As of the date of is necessary to approve or adopt this Agreement, none of the aforesaid actions by Mergers and the other Transactions to which the Company Board has been amended, rescinded or modifiedis a party.

Authority Relative to this Agreement. (a) The Company Each of the Seller and RG&E has all necessary full corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder Agreement and, subject to receipt of as applicable, the Company Shareholder Approval, Ancillary Agreements and to consummate the Transactionstransactions contemplated hereby and thereby. The execution, execution and delivery and performance of this Agreement by and, as applicable, the Company Ancillary Agreements and the consummation by the Company of the Transactions transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action, the Board of Directors of the Seller and no other corporate proceedings on the part of the Company Seller are necessary to authorize this Agreement or the Ancillary Agreements or to consummate the Transactions (except for (i) receipt of the Company Shareholder Approval transactions contemplated hereby and (ii) the filing of the Merger Proposal and Merger Notice with the Companies Registrar and all such other notices or filings required under the ICL with thereby. With respect to RG&E, this Agreement is subject to approval by its Board of Directors ("RGE Board Approval") and shall be presented to the consummation Board of Directors with management's recommendation and approval not more than 35 days from the Merger)date hereof. This Agreement has and, as applicable, the Ancillary Agreements have been or will be duly and validly executed and delivered by the Company Seller and RG&E, and, assuming the due authorization, execution and delivery by Parent and Merger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally, and (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 Company Board, at a meeting duly called and held in compliance with the requirements of ICL and the Articles of Association prior to the execution of this Agreement, unanimously adopted resolutions (i) resolving that this Agreement and the Transactions are fair to, Ancillary Agreements constitute valid and in the best interests of, the Company and its shareholders and that, considering the financial position binding agreements of the merging companiesBuyer, no reasonable concern exists that the Surviving Company will be unable to fulfill the obligations of the Company to its creditors, (ii) approving this Agreement and the Transactions on the terms and subject to the conditions set forth herein, and (iii) resolving to make the Company Board Recommendation. As receipt of the date of this AgreementSeller Required Regulatory Approvals (as defined in Section 5.3), none RGE Board Approval and the Buyer Required Regulatory Approvals, constitute, to the extent such Person is a party thereto, valid and binding agreements of the aforesaid actions by Seller and RG&E, enforceable against the Company Board has been amendedSeller and RG&E in accordance with their terms, rescinded subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or modifiedaffecting creditors' rights and to general equity principles (the "Bankruptcy and Equity Exception").

Authority Relative to this Agreement. (a) The Company Acquired Corporation has all necessary the requisite corporate power and authority to execute enter into this Agreement and deliver this Agreement, each of the Collateral Documents to perform which it is contemplated hereunder to become a party and to carry out its obligations hereunder and, subject to receipt of the Company Shareholder Approval, to consummate the Transactionsand thereunder. The execution, execution and delivery and performance of this Agreement by the Company Acquired Corporation and the consummation by the Company Acquired Corporation of the Transactions transactions contemplated hereby to be performed by it have been duly and validly authorized by all necessary corporate actionthe Board of Directors of the Acquired Corporation and have been duly approved by the Stockholder, and no other corporate proceedings on the part of the Company Acquired Corporation are necessary to authorize and approve this Agreement or and such transactions. The execution and delivery of each Collateral Document to consummate which the Transactions (except for (i) receipt Acquired Corporation is contemplated hereunder to become a party and the consummation by the Acquired Corporation of the Company Shareholder Approval and (ii) transactions contemplated thereby to be performed by it have been duly authorized by the filing Board of Directors of the Merger Proposal Acquired Corporation and Merger Notice with have been duly approved by the Companies Registrar Stockholder, and all such no other notices or filings required under corporate proceedings on the ICL with respect to the consummation part of the Merger)Acquired Corporation are necessary to authorize such Collateral Document and such transactions. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution Acquired Corporation and delivery by Parent and Merger Sub, constitutes a legal, valid and binding obligation of the CompanyAcquired Corporation, enforceable against the Company its in accordance with its terms, except that (i) such enforcement as the enforceability thereof may be subject to applicable limited by bankruptcy, insolvency, reorganization, moratorium reorganization or other similar Lawslaws relating to the enforcement of creditors' rights generally and by general principles of equity. Except as expressly set forth in Section 3.2 of the letter, now or hereafter in effectdated as of the date hereof, affecting creditors’ rights generallyfurnished by the Stockholder to NAC and Merger Sub (the "ORA DISCLOSURE LETTER"), a copy of which letter is attached hereto as Exhibit E, the execution, delivery and performance of this Agreement by the Acquired Corporation and the Stockholder is not, and will not be, in breach or violation of, or be in conflict with or constitute, with or without the passage of time or the giving of notice (iior both), a default under, (a) the remedy Certificate of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion Incorporation or Bylaws of the court before which any proceeding therefor may be brought. Acquired Corporation, (b) The Company Boardany agreement, at arrangement or understanding to which the Acquired Corporation and/or the Stockholder is a meeting duly called and held in compliance with party or by which the requirements of ICL and Acquired Corporation and/or the Articles of Association prior to the execution of this Agreement, unanimously adopted resolutions (i) resolving that this Agreement and the Transactions are fair to, and in the best interests of, the Company and its shareholders and that, considering the financial position of the merging companies, no reasonable concern exists that the Surviving Company will be unable to fulfill the obligations of the Company to its creditorsStockholder is otherwise bound, (iic) approving this Agreement and the Transactions on the terms and (subject to the conditions set forth hereinRequired Permits (as hereinafter defined) having been obtained) any Permit applicable to the Acquired Corporation and/or the Stockholder or (d) any law, regulation, order, judgment or decree, applicable to the Acquired Corporation and/or the Stockholder and (iii) resolving to make does not and will not result in, create or trigger the Company Board Recommendation. As termination or acceleration of, or any right of termination or acceleration under, any such agreement, arrangement or understanding or result in the creation of any Lien on any of assets of the date Acquired Corporation or of this Agreementany of its subsidiaries or result in, none or constitute grounds for, the termination, suspension, revocation, forfeiture, lapse, impairment or non-renewal of any Permit the absence or loss of which would have or could be reasonably anticipated to have a Materially Adverse Effect on NAC. The execution, delivery and performance by the Acquired Corporation of any Collateral Document to which it is contemplated hereunder to become a the will not be in breach or violation of, or be in conflict with or constitute, with or without the passage of time or the giving of notice (or both), a default under, (a) the Certificate of Incorporation or Bylaws of such Acquired Corporation, (b) any agreement, arrangement or understanding to which the Acquired Corporation and/or the Stockholder is a party or by which the Acquired Corporation and/or the Stockholder is otherwise bound, (c) any Permit applicable to the Acquired Corporation and/or the Stockholder or (d) any law, regulation, order, judgment or decree applicable to the Acquired Corporation and/or the Stockholder and will not result in, create or trigger the termination or acceleration of, or any right of termination or acceleration under, any such agreement, arrangement or understanding or result in the creation of any Lien on any of assets of the aforesaid actions Acquired Corporation or of any of its subsidiaries or result in, or constitute grounds for, the termination, suspension, revocation, forfeiture, lapse, impairment or non-renewal of any Permit the absence or loss of which would have or could be reasonably anticipated to have a Materially Adverse Effect on NAC. Except for such filings to be made pursuant to Delaware Corporate Law and the NY BCL in order to effect the Merger, no authorization, consent or approval of, or filing with, any public body, court or authority is necessary on the part of the Acquired Corporation or the Stockholder for the consummation by the Company Board has been amended, rescinded Acquired Corporation and the Stockholder of the transactions contemplated by this Agreement or modifiedany Collateral Document to be performed by it or him.

Authority Relative to this Agreement. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to receipt of the Company Shareholder Approval, and to consummate the TransactionsMerger and the other transactions contemplated by this Agreement, including the Former Subsidiaries Distribution. The execution, execution and delivery and performance of this Agreement by the Company and the consummation by the Company of the Transactions Merger and the other transactions contemplated by this Agreement, including the Former Subsidiaries Distribution, have been duly and validly authorized by all necessary corporate action, action and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions (except for (i) receipt Merger and the other transactions contemplated by this Agreement, other than, with respect to the Merger, the adoption of this Agreement by the affirmative vote of holders of a majority of the outstanding shares of Company Shareholder Approval Common Stock entitled to vote thereon (the “Company Stockholders’ Merger Approval”) and (ii) the filing of the Articles of Merger Proposal as required by the BCL and the Certificate of Merger Notice with as required by the Companies Registrar and all such other notices or filings required under the ICL DGCL, and, with respect to the consummation Former Subsidiaries Distribution, the approval of such Former Subsidiaries Distribution by the affirmative vote of holders of a majority of the Mergeroutstanding shares of Company Common Stock entitled to vote thereon (the “Company Stockholders’ Distribution Approval,” and together with the Company Stockholders’ Merger Approval, the “Company Stockholders’ Approval”). This Agreement has been duly authorized and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Merger Sub, constitutes a the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that (i) such enforcement enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium insolvency or other similar Laws, laws now or hereafter in effect, effect affecting creditors’ rights generally, generally and (ii) the availability of the remedy of specific performance and injunctive and or injunction or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought. (b) The Company Board, at a meeting duly called and held in compliance with the requirements of ICL and the Articles of Association prior to the execution of this Agreement, unanimously adopted resolutions (i) resolving that this Agreement and the Transactions are fair to, and in the best interests of, the Company and its shareholders and that, considering the financial position of the merging companies, no reasonable concern exists that the Surviving Company will be unable to fulfill the obligations of the Company to its creditors, (ii) approving this Agreement and the Transactions on the terms and subject to the conditions set forth herein, and (iii) resolving to make the Company Board Recommendation. As of the date of this Agreement, none of the aforesaid actions by the Company Board has been amended, rescinded or modified.

Authority Relative to this Agreement. (a) The Company has all necessary requisite corporate power and authority to execute enter into this Agreement and, with receipt of the Requisite Stockholder Approvals in the form of the Stockholder Written Consent to consummate the Mergers and deliver the other Transactions to which the Company is a party. The execution and delivery of this Agreement and, upon receipt of the Stockholder Written Consents immediately following the execution of this Agreement, to perform its obligations hereunder and, subject to receipt the consummation of the Company Shareholder Approval, Mergers and the other Transactions to consummate the Transactions. The execution, delivery and performance of this Agreement by which the Company and the consummation by the Company of the Transactions is a party have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings action on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions (except for (i) receipt of the Company Shareholder Approval and (ii) the filing of the Merger Proposal and Merger Notice with the Companies Registrar and all such other notices or filings required under the ICL with respect to the consummation of the Merger)Company. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery of this Agreement by Parent and Merger Subthe other parties hereto, constitutes a legal, the valid and binding obligation of the Company, Company enforceable against the Company in accordance with its termsterms subject only to the effect, except that if any, of (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or bankruptcy and other similar Laws, now or hereafter in effect, applicable Law affecting creditors’ the rights generally, of creditors generally and (ii) the remedy rules of law governing specific performance and performance, injunctive relief and other forms of equitable relief may be subject to equitable defenses remedies (the “Enforceability Exceptions”). The Company Committee, by resolutions duly adopted (and to not thereafter modified or rescinded) by the discretion unanimous vote of the court before which any proceeding therefor may be brought. Company Committee, has (bi) The Company Board, at a meeting duly called and held in compliance with the requirements of ICL and the Articles of Association prior to the execution of approved this Agreement, unanimously adopted resolutions (i) resolving the Mergers and the other Transactions to which the Company is a party and determined that this Agreement Agreement, the Mergers and the Transactions are fair toother Transactions, and in including the best interests ofMergers, the Company and its shareholders and that, considering the financial position of the merging companies, no reasonable concern exists that the Surviving Company will be unable to fulfill the obligations of the Company to its creditors, (ii) approving this Agreement and the Transactions on upon the terms and subject to the conditions set forth herein, is advisable and in the best interests of the Company and the holders of Company Capital Stock and in accordance with the provisions of applicable Laws and the Company Governing Documents and (iiiii) resolving has submitted this Agreement to make the holders of Company Capital Stock for the purpose of adoption and unanimously recommended that the holders of Company Capital Stock adopt this Agreement. Except for the Requisite Stockholder Approvals, no other vote or approval of the holders of any class or series of capital stock or other Equity Interests of the Company Board Recommendation. As of the date of is necessary to approve or adopt this Agreement, none the Mergers and the other Transactions to which the Company is a party. The Company and the Sellers have the right to duly, validly and irrevocably invoke the drag-along right set forth in Section 3 of the aforesaid actions by Company Voting Agreement and have complied with and satisfied all requirements set forth therein, including, without limitation, the Company Board has been amended, rescinded or modifiedapproval of the Electing Holders.

Authority Relative to this Agreement. (a) The Company Each of NAC and Merger Sub has all necessary the requisite corporate power and authority to execute enter into this Agreement and deliver this Agreement, to perform carry out its obligations hereunder and, subject to receipt of the Company Shareholder Approval, to consummate the Transactionshereunder. The execution, execution and delivery and performance of this Agreement by the Company NAC and Merger Sub and the consummation by the Company NAC and Merger Sub of the Transactions transactions contemplated hereby to be performed by NAC and Merger Sub, respectively, have been duly and validly authorized by all necessary corporate actionNAC and the Merger Sub, respectively, and no other corporate proceedings on the part of NAC or the Company Merger Sub are necessary to authorize this Agreement or to consummate the Transactions (except for (i) receipt of the Company Shareholder Approval and (ii) the filing of the Merger Proposal and Merger Notice with the Companies Registrar and all such other notices or filings required under the ICL with respect to the consummation of the Merger)transactions. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent NAC and Merger Sub, Sub and constitutes a legal, valid and binding obligation of the Companyeach, enforceable against the Company each in accordance with its terms, except that (i) such enforcement as the enforceability thereof may be subject to applicable limited by bankruptcy, insolvency, reorganization, moratorium reorganization or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and laws relating to the discretion enforcement of the court before which creditors' rights generally and by general principles of equity. Neither NAC nor Merger Sub is subject to, or obligated under, any proceeding therefor may be brought. provision of (a) its Certificate of Incorporation or its Bylaws, (b) The Company Boardany agreement, at arrangement or understanding, (c) any license, franchise or permit or (d) any law, regulation, order, judgment or decree, that would be breached or violated, or in respect of which a meeting duly called right of termination or acceleration would arise or any encumbrance on any of its or any of its subsidiaries' assets would be created, by its execution, delivery and held in compliance with the requirements performance of ICL and the Articles of Association prior to the execution of this Agreement, unanimously adopted resolutions (i) resolving that this Agreement and the Transactions are fair to, and in the best interests of, the Company and its shareholders and that, considering the financial position consummation by it of the merging companiestransactions contemplated hereby. Except for such filings as are required to be made pursuant to Delaware Corporate Law in order to create, no reasonable concern exists that authorize or authorize the Surviving Company will be unable to fulfill the obligations issuance of the Company to its creditors, (ii) approving this Agreement shares of Series B Preferred Stock and the Transactions on Series C Preferred Stock and effect the terms Merger or pursuant to federal and subject state securities laws in order to comply with such laws in connection with the registration for resale by the Shareholders of shares of the NAC Common Stock as contemplated under the Registration Rights Agreement, which filings NAC agrees to make as and to the conditions set forth herein, and (iii) resolving to make the Company Board Recommendation. As of the date of this Agreement, none of the aforesaid actions by the Company Board has been amended, rescinded or modified.extent provided

Authority Relative to this Agreement. (a) The Company has all necessary corporate power and authority to execute and deliver this AgreementAgreement and each of the other Transaction Documents to which it is contemplated to be a party, to perform all of its obligations hereunder and thereunder and, subject to receipt of receiving the Company Shareholder ApprovalStockholder Written Consent, to consummate the Transactions. The execution, execution and delivery and performance of this Agreement Agreement, the execution and delivery at Closing by the Company of each of the other Transaction Documents to which the Company is contemplated to be a party and the consummation by the Company of the Transactions have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or such other Transaction Documents or to consummate the Transactions (except for other than, (ia) receipt of the Company Shareholder Approval and (ii) the filing of the Merger Proposal and Merger Notice with the Companies Registrar and all such other notices or filings required under the ICL with respect to the consummation Merger, the Company Stockholder Requisite Approval, which the Company Stockholder Written Consent satisfies and (b) and the filing and recordation of appropriate merger documents as required by the MergerDGCL). This Agreement has been and, at the Closing, subject to receiving the Company Stockholder Written Consent, each other Transaction Document to which the Company is contemplated to be a party will be, duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent SPAC and Merger Sub, constitutes constitutes, or will at the Closing constitute, a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to as limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or and other similar Laws, now or hereafter in effect, laws of general application affecting enforcement of creditors’ rights generally, and by general equitable 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) “Remedies Exceptions”). The Company Board, at a meeting duly called and held in compliance with the requirements of ICL and the Articles of Association prior to the execution of this Agreement, unanimously adopted resolutions (i) resolving that Board has approved this Agreement and the Transactions are fair toTransactions, and such approvals are sufficient so that the restrictions on business combinations set forth in the best interests of, the Company and its shareholders and that, considering the financial position Section 203 of the merging companies, no reasonable concern exists that the Surviving Company will be unable to fulfill the obligations of the Company to its creditors, (ii) approving this Agreement and the Transactions on the terms and subject DGCL shall not apply to the conditions set forth hereinMerger, and (iii) resolving to make the Company Board Recommendation. As of the date of this Agreement, none any Ancillary Agreement or any of the aforesaid actions by the Company Board has been amended, rescinded or modifiedother Transactions.

Authority Relative to this Agreement. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, Agreement and to perform its obligations hereunder and, subject to receipt of the Company Shareholder Approval, and to consummate the Transactionstransactions contemplated hereby. The execution, execution and delivery and performance of this Agreement by the Company and the consummation by the Company of the Transactions transactions contemplated hereby have been duly and validly authorized by all necessary corporate action, action and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions transactions so contemplated (except for (i) receipt other than the approval and adoption of the Merger by the holders of at least a majority of the outstanding shares of the Company Shareholder Approval Common Stock entitled to vote in accordance with Delaware Law and (ii) the filing Company's Certificate of Incorporation and By-Laws). The Board of Directors of the Merger Proposal Company has determined that it is advisable and Merger Notice in the best interest of the Company's stockholders for the Company to enter into a business combination with Parent upon the Companies Registrar terms and all such other notices or filings required under the ICL with respect subject to the consummation conditions of the Merger)this Agreement. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Merger Sub, as applicable, constitutes a the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally, and (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 Board has taken all necessary action to amend the Rights Agreement, dated as of May 15, 1989, between the Company Boardand Norwest Bank Minnesota, at a meeting duly called N.A., as Rights Agent (the "RIGHTS AGREEMENT"), so that (A) none of the execution or delivery of this Agreement or the making of the Offer will cause (i) the Rights (as defined in the Rights Agreement) to become exercisable under the Rights Agreement, (ii) Parent or Merger Sub or any of their affiliates to be deemed an "Acquiring Person" (as defined in the Rights Agreement) or (iii) the "Shares Acquisition Date" (as defined in the Rights Agreement) to occur upon any such event, (B) none of the acceptance for payment or payment for Shares by Merger Sub pursuant to the Offer or the consummation of the Merger will cause (i) the Rights to become exercisable under the Rights Agreement, (ii) Parent or Merger Sub or any of their affiliates to be deemed an Acquiring Person or (iii) the Shares Acquisition Date to occur upon any such event, and held (C) the "Expiration Date" (as defined in compliance with the requirements of ICL and the Articles of Association Rights Agreement) shall occur no later than immediately prior to the execution purchase of Shares pursuant to the Offer. The "Distribution Date" (as defined in the Rights Agreement) has not occurred. (c) As of the date hereof and pursuant to Section 203(a)(1) of the Delaware Law, the restrictions contained in Section 203 of the 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. The Company has heretofore delivered to Parent a complete and correct copy of the resolutions of the Board of Directors of the Company to the effect that pursuant to Section 203(a)(1) of the Delaware Law, the restrictions contained in Section 203 of the Delaware Law are and shall be inapplicable to the Offer, the Merger and the transactions contemplated by this Agreement. (d) The Board has taken all necessary action to amend the Cray Research, Inc. Executives Severance Compensation Plan, the Cray Research, Inc. Key Management/Professional Severance Compensation Plan and the Cray Research, Inc. General Employee Severance Compensation Plan (collectively, the "PARACHUTE PLANS") so that none of the execution, delivery or performance of this Agreement, unanimously adopted resolutions (i) resolving that this Agreement including, without limitation, consummation of the Offer and the Transactions are fair to, and in Merger shall constitute a "Change of Control" for the best interests of, the Company and its shareholders and that, considering the financial position purposes of the merging companies, no reasonable concern exists that the Surviving Company will be unable to fulfill the obligations of the Company to its creditors, (ii) approving this Agreement and the Transactions on the terms and subject to the conditions set forth herein, and (iii) resolving to make the Company Board Recommendation. As of the date of this Agreement, none of the aforesaid actions by the Company Board has been amended, rescinded or modifiedsuch Parachute Plans.

Authority Relative to this Agreement. (a) The Company BROADCAST has all necessary full corporate power and authority to execute enter into this Agreement and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Agreement by BROADCAST and the consummation by BROADCAST of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of BROADCAST, subject to obtaining the BROADCAST Shareholders' approval. The Board of Directors of BROADCAST has adopted a resolution recommending approval of this Agreement and directed that this Agreement be submitted to the shareholders of BROADCAST for their consideration, and, subject to receipt the approval of the Company Shareholder ApprovalBROADCAST Shareholders, no other corporate proceedings on the part of BROADCAST or its shareholders are necessary to consummate authorize the Transactions. The execution, delivery and performance of this Agreement by the Company BROADCAST and the consummation by the Company BROADCAST of the Transactions have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions (except for (i) receipt of the Company Shareholder Approval and (ii) the filing of the Merger Proposal and Merger Notice with the Companies Registrar and all such other notices or filings required under the ICL with respect to the consummation of the Merger)transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company BROADCAST and, assuming subject to obtaining the due authorization, execution and delivery by Parent and Merger SubBROADCAST Shareholders' approval, constitutes a legal, valid valid, and binding obligation of the Company, BROADCAST enforceable against the Company BROADCAST in accordance with its terms, except that (i) such enforcement as enforceability may be subject to applicable limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now laws affecting the enforcement of creditors' rights generally or hereafter in effect, affecting creditors’ rights generally, and (ii) by the remedy rules governing the availability of specific performance performance, injunctive relief or other equitable remedies and injunctive and other forms general equitable principles regardless of equitable relief may be subject to equitable defenses and to the discretion of the court before which any whether considered in a proceeding therefor may be broughtin equity or at law. (b) The Company Board, at a meeting duly called and held in compliance with the requirements of ICL and the Articles of Association prior to the execution of this Agreement, unanimously adopted resolutions (i) resolving that this Agreement and the Transactions are fair to, and in the best interests of, the Company and its shareholders and that, considering the financial position of the merging companies, no reasonable concern exists that the Surviving Company will be unable to fulfill the obligations of the Company to its creditors, (ii) approving this Agreement and the Transactions on the terms and subject to the conditions set forth herein, and (iii) resolving to make the Company Board Recommendation. As of the date of this Agreement, none of the aforesaid actions by the Company Board has been amended, rescinded or modified.

Authority Relative to this Agreement. (a) The Except for the approval of the Company's stockholders in connection with the consummation of the Merger, the Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to receipt of the Company Shareholder Approval, and to consummate the Transactionstransactions contemplated hereby. The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the Transactions transactions contemplated hereby have been duly and validly authorized authorized, approved and declared advisable by all necessary corporate action, the Board and no other corporate proceedings on the part of the Company are necessary to authorize or approve this Agreement or (other than, with respect to consummate the Transactions (except for (i) receipt Merger, the adoption of this Agreement by holders of a majority of the Company Shareholder Approval outstanding Shares and (ii) the filing of the Certificate of Merger Proposal and Merger Notice with as required by the Companies Registrar and all such other notices or filings required under the ICL with respect to the consummation of the MergerDGCL). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due and valid authorization, execution and delivery of this Agreement by Parent and Merger Sub, constitutes a legal, legally valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (i) such enforcement may be subject to applicable limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now laws affecting or hereafter in effect, affecting relating to the enforcement of creditors’ ' rights generally, generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be is subject to equitable defenses and to the discretion general principles of the court before which any proceeding therefor may be brought. (b) equity. The Company Board, at a meeting duly called and held in compliance with the requirements of ICL and the Articles of Association prior to the execution of this Agreementon January 23, unanimously adopted 2004 by adopting resolutions (i) resolving that this Agreement and the Transactions are fair to, and in the best interests of, the Company and its shareholders and that, considering the financial position of the merging companies, no reasonable concern exists that the Surviving Company will be unable to fulfill the obligations of the Company to its creditors, (ii) approving this Agreement and the Transactions on the terms and subject to the conditions set forth herein, and (iii) resolving to make the Company Board Recommendation. As as of the date of this Agreement, are in full force and effect and have not been in any way modified or rescinded, has duly taken all actions necessary under the DGCL and the Company's certificate of incorporation to (a) approve and adopt this Agreement and the transactions contemplated hereby (including the Merger), (b) determine that this Agreement and the transactions contemplated hereby (including the Merger) are fair to and in the best interests of the Company and its stockholders, (c) resolve to recommend that the stockholders of the Company approve this Agreement and the transactions contemplated hereby and (d) ensure that none of the aforesaid actions restrictions set forth in the Interested Stockholder Statute and Article TENTH of the Company's certificate of incorporation apply or will apply to Parent, Merger Sub, or to any other Subsidiary of Parent or the transactions contemplated by this Agreement and the Company Board has been amendedXxxxxxx Voting Agreement, rescinded or modifiedincluding, without limitation, the Merger. As a result of the foregoing actions, the only vote required to authorize and approve the Merger is the affirmative vote of the holders of a majority of the Shares.

Authority Relative to this Agreement. (a) The Company Each of the Company, Holdings and Cayman Merger Sub has all necessary corporate or similar organizational power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to receipt of receiving the Requisite Company Shareholder Approval, the Written Consents, the Holdings Shareholder Approval and the Cayman Merger Sub Shareholder Approval, to consummate the Transactions. The execution, execution and delivery and performance of this Agreement by each of the Company Company, Holdings and Cayman Merger Sub and the consummation by each of the Company Company, Holdings and Cayman Merger Sub of the Transactions have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company Company, Holdings or Cayman Merger Sub are necessary to authorize this Agreement Agreement, the BVI Plan of Merger, the BVI Articles of Merger or the Cayman Plan of Merger or to consummate the Transactions (except for other than (iw) receipt the Requisite Company Shareholder Approval, which the Written Consents shall satisfy, (x) the approval and adoption of this Agreement and the Cayman Plan of Merger by the holders of two-thirds of the Company then-outstanding Cayman Merger Sub Common Shares who, being entitled to do so, vote in person or by proxy at an extraordinary general meeting or by unanimous written resolutions of the outstanding Cayman Merger Sub Common Shares (the “Cayman Merger Sub Shareholder Approval Approval”), (y) the approval and adoption of this Agreement by the holders of a majority of the outstanding Holdings Common Shares (the “Holdings Shareholder Approval”) and (iiz) the filing and recordation of appropriate merger documents as required by the BVI Companies Act (in respect of the BVI Plan of Merger Proposal and Merger Notice with the BVI Articles of Merger) and the Cayman Companies Registrar and all such other notices or filings required under the ICL with Act (in respect to the consummation of the Cayman Plan of Merger)). This Agreement has been duly and validly executed and delivered by the Company Company, Holdings and Cayman Merger Sub and, assuming the due authorization, execution and delivery by Parent SPAC and BVI Merger Sub, constitutes a legal, valid and binding obligation of the Company, Holdings and Cayman Merger Sub, enforceable against the Company Company, Holdings and Cayman Merger Sub in accordance with its terms, except that (i) such enforcement may be subject to as limited by applicable bankruptcy, insolvency, reorganization, moratorium or and other similar Laws, now or hereafter in effect, laws of general application affecting enforcement of creditors’ rights generally, and by general equitable 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“Remedies Exceptions”). (b) The Company Board, at a meeting duly called and held in compliance with the requirements of ICL and the Articles of Association prior to the execution of this Agreement, unanimously adopted resolutions (i) resolving that this Agreement and the Transactions are fair to, and in the best interests of, the Company and its shareholders and that, considering the financial position of the merging companies, no reasonable concern exists that the Surviving Company will be unable to fulfill the obligations of the Company to its creditors, (ii) approving this Agreement and the Transactions on the terms and subject to the conditions set forth herein, and (iii) resolving to make the Company Board Recommendation. As of the date of this Agreement, none of the aforesaid actions by the Company Board has been amended, rescinded or modified.

Authority Relative to this Agreement. (a) The Company Each Seller has all necessary full corporate ------------------------------------ power and authority to execute and deliver this Agreement, Agreement and the Ancillary Agreements to perform its obligations hereunder and, subject to receipt of the Company Shareholder Approval, which it is a party and to consummate the Transactionstransactions contemplated hereby and thereby. The execution, execution and delivery and performance of this Agreement by and the Company Ancillary Agreements to which it is a party and the consummation by the Company of the Transactions transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings action required on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions (except for (i) receipt of the Company Shareholder Approval and (ii) the filing of the Merger Proposal and Merger Notice with the Companies Registrar and all such other notices or filings required under the ICL with respect to the consummation of the Merger)each Seller. This Agreement has been duly and validly executed and delivered by the Company each Seller, and, assuming the due authorizationaccuracy of the Buyer's representations and warranties contained in Section 6.2, execution and delivery by Parent subject to the receipt of the Seller Required Regulatory Approvals, the Seller Required Consents and Merger Subthe Buyer Required Regulatory Approvals, constitutes a legal, valid and binding obligation agreement of the Companyeach Seller, enforceable against the Company Sellers in accordance with its their terms, except that (i) such enforcement enforceability may be subject to limited by applicable bankruptcy, insolvency, reorganizationmoratorium or other similar laws affecting or relating to enforcement of creditors' rights generally or general principles of equity. The Ancillary Agreements, when executed, will, assuming the accuracy of the Buyer's representations and warranties contained in Section 6.2, and subject to the receipt of the Seller Required Regulatory Approvals, the Seller Required Consents and the Buyer Required Regulatory Approvals, constitute valid and binding obligations of each Seller party thereto, enforceable against such Seller in accordance with their terms, except that such enforceability may be limited by applicable bankruptcy, insolvency, moratorium or other similar Laws, now laws affecting or hereafter in effect, affecting relating to enforcement of creditors’ ' rights generally, and (ii) the remedy generally or general principles 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 broughtequity. (b) The Company Board, at a meeting duly called and held in compliance with the requirements of ICL and the Articles of Association prior to the execution of this Agreement, unanimously adopted resolutions (i) resolving that this Agreement and the Transactions are fair to, and in the best interests of, the Company and its shareholders and that, considering the financial position of the merging companies, no reasonable concern exists that the Surviving Company will be unable to fulfill the obligations of the Company to its creditors, (ii) approving this Agreement and the Transactions on the terms and subject to the conditions set forth herein, and (iii) resolving to make the Company Board Recommendation. As of the date of this Agreement, none of the aforesaid actions by the Company Board has been amended, rescinded or modified.

Authority Relative to this Agreement. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to receipt of the Company Shareholder Approval, and thereunder and to consummate the Transactionstransactions contemplated hereby. The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the Transactions transactions contemplated hereby have been duly and validly authorized by all necessary corporate action, action and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or the Option Agreement or to consummate the Transactions transactions so contemplated (except for (i) receipt of the Company Shareholder Approval and (ii) the filing of the Merger Proposal and Merger Notice with the Companies Registrar and all such other notices or filings required under the ICL than, with respect to the consummation Merger, the approval of this Agreement by the Mergerholders of a majority of all votes entitled to be cast by the Company Common Stock (the "Company Shareholder Approval") and the filing of appropriate merger documents as required by the BCL). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof by Parent and Merger SubPurchaser, constitutes a legal, valid and binding obligation of the Company, Company enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally, and (ii) the remedy . The Board of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion Directors of the court before which any proceeding therefor may be brought. (b) The Company Board, by resolutions duly adopted by unanimous vote of the directors present at a meeting duly called and held on January 31, 1999 and not subsequently rescinded or modified in compliance with the requirements of ICL any way has duly (A) approved and adopted this Agreement and the Articles of Association prior transactions contemplated hereby (including but not limited to the execution of this AgreementOffer and the Merger), unanimously adopted resolutions (iB) resolving determined that this Agreement and the Transactions transactions contemplated hereby (including but not limited to the Offer and the Merger) are fair to, to and in the best interests of, of the Company and its shareholders and thatshareholders, considering the financial position of the merging companies, no reasonable concern exists (C) resolved to recommend that the Surviving Company will be unable to fulfill the obligations shareholders of the Company accept the Offer, tender their shares of Company Common Stock to its creditors, (ii) approving Purchaser thereunder and approve this Agreement and the Transactions on the terms and subject to the conditions set forth herein, transactions contemplated hereby and (iiiD) resolving taken all other action necessary to make render (i) the Company Board Recommendation. As limitation on business combinations contained in Chapter 42 and Chapter 43 of the date of this Agreement, none of the aforesaid actions by the Company Board has been amended, rescinded BCL (or modified.any similar provision) and

Authority Relative to this Agreement. (a) The Company has all necessary requisite corporate power and authority to execute and deliver enter into this Agreement and, with receipt of the Requisite Stockholder Approvals in the form of the Stockholder Written Consent, each of which shall, subject to the execution of this Agreement, to perform its obligations hereunder and, subject to receipt of become effective at the Company Shareholder ApprovalWritten Consent Effective Time, to consummate the TransactionsMergers and the other Transactions to which the Company is a party. The execution, execution and delivery and performance of this Agreement by and, upon receipt of the Stockholder Written Consents immediately following the execution of this Agreement, the consummation of the Mergers and the other Transactions to which the Company and the consummation by the Company of the Transactions is a party have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings action on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions (except for (i) receipt of the Company Shareholder Approval and (ii) the filing of the Merger Proposal and Merger Notice with the Companies Registrar and all such other notices or filings required under the ICL with respect to the consummation of the Merger)Company. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery of this Agreement by Parent and Merger Subthe other parties hereto, constitutes a legal, the valid and binding obligation of the Company, Company enforceable against the Company in accordance with its termsterms subject only to the effect, except that if any, of (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or bankruptcy and other similar Laws, now or hereafter in effect, applicable Law affecting creditors’ the rights generally, of creditors generally and (ii) the remedy rules of law governing specific performance and performance, injunctive relief and other forms of equitable relief may be subject to equitable defenses and to remedies (the discretion of the court before which any proceeding therefor may be brought. (b) “Enforceability Exceptions”). The Company Board, at a meeting by resolutions duly called adopted (and held in compliance with not thereafter modified or rescinded) by the requirements unanimous vote of ICL and the Articles of Association prior to the execution of Company Board, has (i) approved this Agreement, unanimously adopted resolutions (i) resolving the Mergers and the other Transactions to which the Company is a party and determined that this Agreement Agreement, the Mergers and the Transactions are fair toother Transactions, and in including the best interests ofMergers, the Company and its shareholders and that, considering the financial position of the merging companies, no reasonable concern exists that the Surviving Company will be unable to fulfill the obligations of the Company to its creditors, (ii) approving this Agreement and the Transactions on upon the terms and subject to the conditions set forth herein, is advisable, fair to and in the best interests of the Company and the holders of Company Capital Stock and in accordance with the provisions of applicable Laws and the Company Governing Documents and (iiiii) resolving has submitted this Agreement to make the holders of Company Capital Stock for the purpose of adoption and unanimously recommended that the holders of Company Capital Stock adopt this Agreement. Except for the Requisite Stockholder Approvals, no other vote or approval of the holders of any class or series of capital stock or other Equity Interests of the Company Board Recommendation. As of the date of is necessary to approve or adopt this Agreement, none of the aforesaid actions by Mergers and the other Transactions to which the Company Board has been amended, rescinded or modifiedis a party.

Authority Relative to this Agreement. (a) The Company has all necessary corporate power and authority to execute and deliver this AgreementAgreement and, subject to requisite shareholder approval, to perform its obligations hereunder and, subject to receipt of the Company Shareholder Approval, and to consummate the Transactionstransactions contemplated hereby. The execution, execution and delivery and performance of this Agreement by the Company and the consummation by the Company of the Transactions Merger, the Asset Disposition and the other transactions contemplated hereby have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions transactions so contemplated (except for (i) receipt other than the adoption of this Agreement by the holders of at least a majority of the outstanding shares of Company Shareholder Approval and (ii) the filing of the Merger Proposal and Merger Notice Common Stock entitled to vote in accordance with the Companies Registrar DGCL and all such other notices or filings required under the ICL with respect to the consummation Company's Certificate of the MergerIncorporation and By-Laws). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent, MergerCo and Merger Sub constitutes a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, (i) except as may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and (ii) subject to general principles of equity. (b) The Board of Directors of the Company has duly and validly approved and taken all corporate action required to be taken by the Board of Directors for the consummation of the Merger, the Asset Disposition and the other transactions contemplated by this Agreement, including, but not limited to, all actions necessary to render the provisions of Section 203 of the DGCL inapplicable to this Agreement and the Merger. The Board of Directors of the Company has determined that it is advisable and in the best interest of the Company's stockholders for the Company to enter into a business combination with Parent and MergerCo upon the terms and subject to the conditions of this Agreement, and has recommended that the Company's stockholders approve and adopt this Agreement, the Merger and the Asset Disposition. (c) All of the Continuing Directors of the Company (as defined in the Certificate of Incorporation of the Company) have approved the transactions contemplated by this Agreement for purposes of Paragraph B.1 of Article Eight of the Certificate of Incorporation of the Company. The Board of Directors of the Company has taken all action necessary to amend the Rights Agreement to ensure that such transactions will not cause any Rights (as defined in the Rights Agreement) to become exercisable and to ensure that such Rights will not exist after consummation of the Merger. (d) WRV has all necessary corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by WRV and the consummation by WRV of the Subsidiary Merger and the other transactions contemplated hereby have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of WRV are necessary to authorize this Agreement or to consummate the transactions so contemplated. This Agreement has been duly and validly executed and delivered by WRV and, assuming the due authorization, execution and delivery by Parent, MergerCo and Merger Sub, constitutes a legal, valid and binding obligation of the Company, WRV enforceable against the Company WRV in accordance with its terms, except that (i) such enforcement except as may be subject to applicable limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now laws affecting or hereafter in effect, affecting relating to enforcement of creditors’ ' rights generally, generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion general principles of the court before which any proceeding therefor may be broughtequity. (b) The Company Board, at a meeting duly called and held in compliance with the requirements of ICL and the Articles of Association prior to the execution of this Agreement, unanimously adopted resolutions (i) resolving that this Agreement and the Transactions are fair to, and in the best interests of, the Company and its shareholders and that, considering the financial position of the merging companies, no reasonable concern exists that the Surviving Company will be unable to fulfill the obligations of the Company to its creditors, (ii) approving this Agreement and the Transactions on the terms and subject to the conditions set forth herein, and (iii) resolving to make the Company Board Recommendation. As of the date of this Agreement, none of the aforesaid actions by the Company Board has been amended, rescinded or modified.

Authority Relative to this Agreement. (a) The Company has all necessary the requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to receipt of the Company Shareholder Approval, Agreement and to consummate the Transactions, including, without limitation, the Merger. The execution, execution and delivery and performance of this Agreement by the Company Company, and the consummation by the Company of the Transactions to be consummated by it, have been duly and validly authorized by all necessary corporate action, the Board and no other corporate proceedings on the part of the Company are necessary required to authorize this Agreement or to consummate the Transactions (except for to be consummated by it, other than, with respect to the Merger, (i) receipt of the Company Shareholder Stockholder Approval and (ii) the filing and recordation of the Certificate of Merger Proposal and Merger Notice in accordance with the Companies Registrar and all such other notices or filings required under the ICL with respect to the consummation of the Merger)DGCL. This Agreement has been duly and validly executed and delivered by the Company and, and (assuming the due authorization, execution and delivery hereof by Parent Parent, PHH and Merger Sub, ) constitutes a legal, valid and binding obligation agreement of the Company, enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Lawslaws, now or hereafter in effect, affecting relating to creditors’ ' rights generally, generally and (ii) the remedy equitable remedies 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 Company hereby represents and warrants that (i) the Independent Committee has been duly authorized and constituted; (ii) the Board, based on the recommendation of the Independent Committee at a meeting duly called and held in compliance with held, has (A) determined that (x) the requirements of ICL and the Articles of Association prior Merger Consideration is fair to the execution holders of this Agreement, unanimously adopted resolutions Shares and (iy) resolving that this Agreement and the Transactions are fair to, Merger is advisable and in the best interests of, of the Company and its shareholders the holders of Shares, (B) approved and thatdeclared the advisability of, considering the financial position of the merging companies, no reasonable concern exists this Agreement and (C) determined to recommend that the Surviving Company will be unable to fulfill the obligations stockholders of the Company vote to its creditors, (ii) approving adopt this Agreement in accordance with the provisions of the DGCL. The Independent Committee and the Transactions on Board have received the terms and subject written opinion (the "Fairness Opinion") of Morgan Stanley to the conditions set forth hereineffect that, and (iii) resolving to make the Company Board Recommendation. As as of the date hereof, the Mergex Xxxxixxxxxxxn to be paid to the holders of this AgreementShares is fair to such holders from a financial point of view, none and, as of the aforesaid actions by date hereof, such Fairness Opinion has not been withdrawn. The Company has delivered a true, correct and complete copy of the Company Board has been amended, rescinded or modifiedFairness Opinion to Parent.

Authority Relative to this Agreement. (a) The Company has all necessary corporate power and authority to execute and deliver this AgreementAgreement and, subject to obtaining the necessary approvals of the Company Stockholders, to perform its obligations hereunder and, subject to receipt of the Company Shareholder Approval, and to consummate the TransactionsMerger and the other transactions contemplated by this Agreement. The execution, execution and delivery and performance of this Agreement by the Company and the consummation by the Company of the Transactions Merger and the other transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate action, action and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions Merger and the other transactions contemplated by this Agreement (except for (i) receipt other than the approval and adoption of this Agreement and the Merger by the Company Shareholder Approval Stockholders as described in Section 3.16 hereof and (ii) the filing and recordation of appropriate merger documents as required by the Merger Proposal and Merger Notice with the Companies Registrar and all such other notices or filings required under the ICL with respect to the consummation of the MergerDGCL). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Merger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to the effect of any applicable bankruptcy, reorganization, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, Laws affecting creditors’ rights generallygenerally and subject, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject as to equitable defenses and enforceability, to the discretion effect of the court before which any proceeding therefor may be broughtgeneral principles of equity. (b) The Company BoardWithout limiting the generality of the foregoing, the Board of Directors of the Company, at a meeting duly called and held in compliance with the requirements of ICL and the Articles of Association prior to the execution of this Agreementheld, unanimously adopted resolutions has (i) resolving determined that this Agreement the Merger and the Transactions other transactions contemplated hereby are fair to, and in the best interests of, the Company and its shareholders and that, considering the financial position of the merging companies, no reasonable concern exists that the Surviving Company will be unable to fulfill the obligations of the Company to its creditorsstockholders, (ii) approving approved and adopted the Merger and this Agreement and in accordance with the Transactions on the terms and subject to the conditions set forth hereinCompany’s charter documents, and (iii) resolving directed that this Agreement and the Merger be submitted to make the Company Board Recommendation. As Stockholders for their approval and adoption and (iv) resolved to recommend that the Company Stockholders vote in favor of the date approval and adoption of this Agreement, none of the aforesaid actions by the Company Board has been amended, rescinded or modified.

Authority Relative to this Agreement. Parent has the corporate ------------------------------------ power to enter into this Agreement and the Registration Rights Agreement entered into between Parent and the Selling Shareholders and executed as of an even date herewith (athe "Registration Rights Agreement") The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform carry out its obligations hereunder and, subject to receipt of the Company Shareholder Approval, to consummate the Transactionsand thereunder. The execution, execution and delivery and performance of this Agreement by and the Company Registration Rights Agreement and the consummation by the Company of the Transactions transactions contemplated hereby have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part action by Parent. The shares of the Company are necessary Parent Common Stock to authorize this Agreement or be issued pursuant to consummate the Transactions (except for (i) receipt of the Company Shareholder Approval and (ii) the filing of the Merger Proposal and Merger Notice with the Companies Registrar and other transactions contemplated hereby have been reserved for issuance by Parent by all such other notices or filings required under the ICL with respect to the consummation of the Merger)necessary corporate action. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Merger Sub, constitutes a legal, Registration Rights Agreement constitute valid and binding obligation obligations of the Company, Parent enforceable against the Company in accordance with its terms, their terms except that (i) such as enforcement may be subject to applicable limited by bankruptcy, insolvency, reorganization, moratorium insolvency or other similar Laws, now or hereafter in effect, laws affecting the enforcement of creditors’ ' rights generally, generally and (ii) except that the remedy of specific performance and injunctive and other forms availability of equitable relief may be remedies, including specific performance, is subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (b) The Company Board, at a meeting duly called . Except for the filing and held in compliance with recordation of appropriate merger documents as required by the requirements of ICL BCA and the Articles DGCL, no other corporate proceedings on the part of Association prior Parent are necessary to authorize this Agreement or to consummate the execution of this Agreement, unanimously adopted resolutions transactions contemplated hereby. Parent is not subject to or obligated under (i) resolving that any charter, by-law, indenture or other loan or credit document provision or (ii) any other contract, license, franchise, permit, order, decree, concession, lease, instrument, judgment, statute, law, ordinance, rule or regulation applicable to Parent or any of its subsidiaries or their respective properties or assets, which would be breached or violated, or under which there would be a default (with or without notice or lapse of time, or both), or under which there would arise a right of termination, cancellation, modification or acceleration of any obligation, or any right to payment or compensation, or the loss of a material benefit, by its executing and carrying out this Agreement and the Transactions are fair toRegistration Rights Agreement except for such breaches, violations, defaults or arising of such rights which would not reasonably be expected to have a material adverse effect. Other than the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in the best interests corporation, securities or blue sky laws or regulations of the various states, and except for the filing and recordation of appropriate merger documents as required by the BCA and the DGCL, no filing or registration with, or authorization, consent or approval of, any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign (each, a "Governmental Entity"), is necessary for the Company and its shareholders and that, considering the financial position consummation by Parent or Sub of the merging companies, no reasonable concern exists that Merger or the Surviving Company will be unable to fulfill the obligations of the Company to its creditors, (ii) approving this Agreement and the Transactions on the terms and subject to the conditions set forth herein, and (iii) resolving to make the Company Board Recommendation. As of the date of other transactions contemplated by this Agreement, none other than filings, registrations, authorizations, consents or approvals the failure to make or obtain which has not had, and would not reasonably be expected to have, a material adverse effect or prevent the consummation of the aforesaid actions by the Company Board has been amended, rescinded or modified.transactions contemplated hereby. ***CONFIDENTIAL TREATMENT REQUESTED. 9

Authority Relative to this Agreement. (a) The Company Seller has all necessary corporate power and authority to execute execute, deliver and deliver perform this Agreement, Agreement and the Transition Services Agreement and to perform carry out its obligations hereunder and, subject to receipt of the Company Shareholder Approval, to under and consummate the Transactionstransactions contemplated by this Agreement and the Transition Services Agreement in accordance with the terms hereof and thereof. The execution, delivery and performance of this Agreement by Seller and of the Company Transition Services Agreement by each member of the Seller Group party thereto, and the consummation by the Company of the Transactions transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary corporate actionaction on the part of Seller and such other members of the Seller Group, as applicable, and no other corporate proceedings on the part of Seller or any other member of the Company Seller Group are necessary to authorize the execution, delivery and performance, as applicable, of this Agreement or to consummate the Transactions (except for (i) receipt of the Company Shareholder Approval and (ii) the filing of the Merger Proposal and Merger Notice with the Companies Registrar and all such other notices or filings required under the ICL with respect to the consummation of the Merger)Transition Services Agreement. This Agreement has been duly and validly executed and delivered by the Company Seller, and, assuming the due authorization, execution and delivery of this Agreement by Parent Purchaser, constitutes, and Merger Subthe Transition Services Agreement, constitutes when executed and delivered by the members of the Seller Group party thereto, and, assuming the due authorization, execution and delivery of the Transition Services Agreement by Purchaser or its applicable Affiliate party thereto, will constitute, a legalvalid, valid legal and binding obligation agreement of Seller and the other applicable members of the CompanySeller Group, enforceable against the Company each of them in accordance with its terms, except that (i) such enforcement may be subject to the effect of any applicable Laws relating to bankruptcy, reorganization, insolvency, reorganizationmoratorium, moratorium fraudulent conveyance or other preferential transfers, or similar Laws, now Laws relating to or hereafter in effect, affecting creditors’ rights generally, and or general principles of equity (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 Company Board, at a meeting duly called and held in compliance with the requirements of ICL and the Articles of Association prior to the execution of this Agreement, unanimously adopted resolutions (i) resolving that this Agreement and the Transactions are fair to, and in the best interests ofcollectively, the Company and its shareholders and that, considering the financial position of the merging companies, no reasonable concern exists that the Surviving Company will be unable to fulfill the obligations of the Company to its creditors, (ii) approving this Agreement and the Transactions on the terms and subject to the conditions set forth herein, and (iii) resolving to make the Company Board Recommendation. As of the date of this Agreement, none of the aforesaid actions by the Company Board has been amended, rescinded or modified“Enforceability Exceptions”).

Authority Relative to this Agreement. (a) The Sellers and each Transferred Company has have all necessary corporate or similar power and authority authority, and each of the Sellers and each Transferred Company has taken (or, in the case of the Transferred Companies, with respect to execute and deliver this Agreementany Ancillary Agreements to be entered into after the date hereof, shall take) all corporate or similar action necessary, to execute, deliver and perform its obligations hereunder and, subject this Agreement and the Ancillary Agreements to receipt of the Company Shareholder Approval, which they are a party and to consummate the Transactionstransactions contemplated by this Agreement and the Ancillary Agreements in accordance with the terms hereof and thereof. The Except for votes or approvals that have been obtained as of the date hereof or as set forth on Section 3.3 of the Seller Disclosure Schedule, no vote or other approval of the stockholders of Sellers or any Transferred Company is required in connection with the execution, delivery and or performance of this Agreement by the Company and the consummation by the Company of the Transactions have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement Ancillary Agreements or to consummate the Transactions (except for (i) receipt of transactions contemplated by this Agreement and the Company Shareholder Approval and (ii) the filing of the Merger Proposal and Merger Notice Ancillary Agreements in accordance with the Companies Registrar terms hereof and all such other notices thereof, whether by reason of applicable Law, the organizational documents of Sellers or filings required under the ICL with respect to Transferred Companies, the consummation rules or requirements of the Merger)any securities exchange, or otherwise. This Agreement has been duly and validly executed and delivered by the Company Sellers, and, assuming the due authorization, execution and delivery of this Agreement by Purchaser, constitutes, and each Ancillary Agreement when executed and delivered by the member of the Parent Group party thereto, and, assuming the due authorization, execution and Merger Subdelivery of such Ancillary Agreement by Purchaser or its applicable Affiliates, constitutes will constitute, a legalvalid, valid legal and binding obligation agreement of the Companyapplicable members of the Parent Group, enforceable against the Company such member in accordance with its terms, except that (i) such enforcement may be subject to the effect of any applicable Laws relating to bankruptcy, reorganization, insolvency, reorganizationmoratorium, moratorium fraudulent conveyance or other preferential transfers, or similar Laws, now Laws relating to or hereafter in effect, affecting creditors’ rights generallygenerally and subject, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject as to equitable defenses and enforceability, to the discretion effect of general principles of equity (the court before which any proceeding therefor may be brought“Enforceability Exceptions”). (b) The Company Board, at a meeting duly called and held in compliance with the requirements of ICL and the Articles of Association prior to the execution of this Agreement, unanimously adopted resolutions (i) resolving that this Agreement and the Transactions are fair to, and in the best interests of, the Company and its shareholders and that, considering the financial position of the merging companies, no reasonable concern exists that the Surviving Company will be unable to fulfill the obligations of the Company to its creditors, (ii) approving this Agreement and the Transactions on the terms and subject to the conditions set forth herein, and (iii) resolving to make the Company Board Recommendation. As of the date of this Agreement, none of the aforesaid actions by the Company Board has been amended, rescinded or modified.

Authority Relative to this Agreement. (a) The Company MKS has all necessary the requisite corporate power and authority to execute enter into this Agreement and deliver this Agreement, to perform its obligations hereunder and, subject to receipt of the Company Shareholder Approval, to consummate the Transactionshereunder. The execution, execution and delivery and performance of this Agreement by the Company MKS and the consummation by the Company MKS of the Transactions transactions contemplated by this Agreement (including the Arrangement pursuant to the Plan of Arrangement but excluding the MKS Circular and related documents) have been duly and validly authorized by all necessary corporate action, the MKS Board and no other corporate proceedings on the part of the Company MKS are necessary to authorize this Agreement or to consummate the Transactions (except for (i) receipt of the Company Shareholder Approval and (ii) the filing of the Merger Proposal and Merger Notice with the Companies Registrar and all such other notices or filings required under the ICL with respect to the consummation of the Merger)transactions contemplated by this Agreement (including the Arrangement pursuant to the Plan of Arrangement) other than MKS Common Shareholder Approval. The MKS Board has determined unanimously, after receiving financial and legal advice and following the receipt and review of a unanimous recommendation from the MKS Special Committee, that the Plan of Arrangement is fair to the MKS Common Shareholders and it is in the best interests of MKS to enter into this Agreement providing for the Arrangement and has resolved unanimously to recommend that the MKS Common Shareholders vote in favour of the Arrangement Resolution. As of the date hereof, each of the directors and executive officers of MKS has advised that he or she intends to vote all MKS Common Shares held by him or her, or over which he or she exercises control, directly or indirectly (including any MKS Common Shares issued upon the exercise of any MKS Options) in favour of the Arrangement Resolution. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution MKS and delivery by Parent and Merger Sub, constitutes a legal, valid and binding obligation of the CompanyMKS, enforceable against the Company MKS in accordance with its terms, except that (i) such as the enforcement thereof may be subject to applicable limited by bankruptcy, insolvency, reorganization, moratorium or insolvency and other similar Laws, now or hereafter in effect, applicable Laws affecting the enforcement of creditors’ rights generally, and (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 Company Board, at a meeting duly called and held in compliance with the requirements of ICL and the Articles of Association prior to the execution of this Agreement, unanimously adopted resolutions (i) resolving that this Agreement and the Transactions are fair to, and in the best interests of, the Company and its shareholders and that, considering the financial position of the merging companies, no reasonable concern exists that the Surviving Company will be unable to fulfill the obligations of the Company to its creditors, (ii) approving this Agreement and the Transactions on the terms generally and subject to the conditions set forth herein, and (iii) resolving to make qualification that equitable remedies may be granted only in the Company Board Recommendation. As discretion of the date a court of this Agreement, none of the aforesaid actions by the Company Board has been amended, rescinded or modifiedcompetent jurisdiction.

Authority Relative to this Agreement. (a) The Company has all necessary corporate power and authority to execute and deliver this AgreementAgreement and, subject to obtaining any necessary stockholder approval of the agreement of merger contained herein, to perform its obligations hereunder and, subject to receipt of the Company Shareholder Approval, and to consummate the Transactionstransactions contemplated hereby. The execution, execution and delivery and performance of this Agreement by the Company and the consummation by the Company of the Transactions transactions contemplated hereby have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions transactions so contemplated (except for other than the requisite approval by the Company's stockholders of the agreement of merger contained herein in accordance with DGCL and the Company Charter Documents and the filings and recording of appropriate merger documents as required by the DGCL and the NGCL). (b) Assuming the accuracy of the representations and warranties in Section 3.13, the provisions of Section 203 of the DGCL and Article Eleventh of the Company's Restated Certificate of Incorporation will not apply to the Offer and the Merger. (c) As of the date hereof, the Board of Directors of the Company has by a unanimous vote of those directors present (i) receipt determined that it is advisable and in the best interest of the Company's stockholders for the Company to enter into this Agreement and to consummate the Merger upon the terms and subject to the conditions of this Agreement, (ii) approved this Agreement and the transactions contemplated hereby in accordance with the applicable provisions of the DGCL and the Company Charter Documents, and (iii) recommended the approval of this Agreement by holders of the Company Shareholder Approval Common Stock and (ii) directed that this Agreement be submitted for consideration by the filing Company's stockholders at a meeting of the Merger Proposal and Merger Notice with the Companies Registrar and all such other notices or filings required under the ICL with respect to the consummation stockholders of the MergerCompany to consider the Merger Agreement (the "Company Stockholders Meeting"). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent Guarantor and Merger SubAcquiror of this Agreement and/or the Guarantee hereof, as applicable, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that (i) such enforcement may be terms subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now laws relating to or hereafter in effect, affecting creditors’ the rights generally, and (ii) the remedy remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses creditors generally and to the discretion general principles of the court before which any equity (regardless of whether considered in a proceeding therefor may be broughtin equity or at law). (b) The Company Board, at a meeting duly called and held in compliance with the requirements of ICL and the Articles of Association prior to the execution of this Agreement, unanimously adopted resolutions (i) resolving that this Agreement and the Transactions are fair to, and in the best interests of, the Company and its shareholders and that, considering the financial position of the merging companies, no reasonable concern exists that the Surviving Company will be unable to fulfill the obligations of the Company to its creditors, (ii) approving this Agreement and the Transactions on the terms and subject to the conditions set forth herein, and (iii) resolving to make the Company Board Recommendation. As of the date of this Agreement, none of the aforesaid actions by the Company Board has been amended, rescinded or modified.

Authority Relative to this Agreement. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder andhereunder, subject to receipt of the Company Shareholder Approval, and to consummate the Merger and the other transactions contemplated by this Agreement (collectively, the “Transactions”). The execution, execution and delivery and performance of this Agreement by the Company and the consummation by the Company of the Transactions have been duly and validly authorized by all necessary corporate action, action and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions (except for (i) receipt of the Company Shareholder Approval and (ii) the filing of the Merger Proposal and Merger Notice with the Companies Registrar and all such Transactions, other notices or filings required under the ICL than, with respect to the consummation Merger, the adoption of this Agreement by the holders of a majority of the Merger)outstanding shares of Company Common Stock entitled to vote thereon (the “Requisite Stockholder Vote”) and the filing and recordation of appropriate merger documents as required by the DGCL. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Merger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except to the extent that (i) such enforcement enforceability thereof may be subject to limited by applicable bankruptcy, insolvency, reorganizationfraudulent transfer, moratorium moratorium, reorganization or other similar Laws, now or hereafter in effect, laws affecting the enforcement of creditors’ rights generally, generally and by principles of equity regarding the availability of remedies (ii) the remedy regardless 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 whether such enforceability is considered in a proceeding therefor may be broughtin equity or at law). (b) The Company Board, acting upon the unanimous recommendation of the Special Committee, by resolutions duly adopted by unanimous vote (other than Xxxxxxxx who abstained) at a meeting duly called and held in compliance with (the requirements of ICL and the Articles of Association prior to the execution of this Agreement“Company Board Approval”), unanimously adopted resolutions has duly (i) resolving determined that this Agreement and the Transactions are fair to, advisable and in the best interests of, of the Company and its shareholders stockholders (other than Parent, Merger Sub, Xxxxxxxx and that, considering the financial position of the merging companies, no reasonable concern exists that the Surviving Company will be unable to fulfill the obligations of the Company to its creditorstheir respective Affiliates), (ii) approving approved this Agreement and the Transactions on the terms and subject to the conditions set forth herein, and (iii) resolving to make recommended that the stockholders of the Company adopt this Agreement (the “Board Recommendation”) and directed that this Agreement and the Merger be submitted for consideration by the Company’s stockholders in accordance with this Agreement. (c) No “fair price,” “moratorium,” “control share acquisition” or other similar anti-takeover Law (each, a “Takeover Law”) is applicable to the Transactions. As The adoption of this Agreement by the Requisite Stockholder Vote is the only vote of the holders of any class or series of Equity Interests of the Company necessary to adopt this Agreement or approve the Transactions under the DGCL and the Company’s organizational documents. (d) The Special Committee has received the opinion of Moelis & Company LLC, dated the date, or shortly prior to the date, of this Agreement, to the effect that, as of the date of this Agreementsuch opinion, none the consideration to be received by the holders of the aforesaid actions by Shares is fair, from a financial point of view, to the stockholders of the Company Board (other than Parent, Merger Sub, Xxxxxxxx and their respective Affiliates), a copy of which opinion has been amended, rescinded or modifieddelivered to Parent.

Authority Relative to this Agreement. (a) The Company has all necessary requisite corporate power and authority to execute and deliver this AgreementAgreement and each instrument required hereby to be executed and delivered by the Company prior to or at the Effective Time, to perform its obligations hereunder andand thereunder, and to consummate the Transactions (subject to receipt of the Company Shareholder Approval, Approval (as defined herein) with respect to consummate the TransactionsMerger). The execution, execution and delivery and performance of this Agreement and each instrument required hereby to be executed and delivered by the Company prior to or at the Effective Time and the performance of its obligations hereunder and thereunder and the consummation by the Company of the Transactions have been duly and validly authorized by all necessary corporate action, the Board of Directors of the Company and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions (except for (i) receipt of other than the Company Shareholder Approval and (ii) the filing and recordation of appropriate merger documents as required by the Merger Proposal and Merger Notice with the Companies Registrar and all such other notices or filings required under the ICL with respect to the consummation of the MergerPBCL). This Agreement has been duly and validly executed and delivered by the Company Company, and, assuming the due authorization, execution and delivery by Parent and Merger Sub, this Agreement constitutes a legal, valid and binding obligation of Parent and Purchaser, this Agreement constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally, and (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 only vote of holders of any class or series of capital stock of the Company Board, at a meeting duly called and held in compliance with the requirements or any of ICL and the Articles of Association prior its subsidiaries necessary to the execution of this Agreement, unanimously adopted resolutions (i) resolving that adopt or approve this Agreement and the Transactions are fair to, Merger is the adoption and in the best interests of, the Company and its shareholders and that, considering the financial position approval of the merging companies, no reasonable concern exists that the Surviving Company will be unable to fulfill the obligations of the Company to its creditors, (ii) approving this Agreement and the Transactions on Merger by the terms holders of a majority of the votes cast by the holders of the Securities at the Shareholder Meeting voting together as a single class, with each share of Company Common Stock entitled to one vote per share and each share of Company Preferred Stock entitled to five votes per share (the "Company Shareholder Approval"), subject to Section 6.9(c). The affirmative vote of the conditions holders of any capital stock or other securities (or any separate class thereof) of the Company or any of its subsidiaries, or any of them, is not necessary to consummate the Offer or any transaction contemplated by this Agreement other than as set forth herein, and (iii) resolving to make in the Company Board Recommendation. As of the date of this Agreement, none of the aforesaid actions by the Company Board has been amended, rescinded or modifiedpreceding sentence.

Authority Relative to this Agreement. (ai) The Company has all necessary corporate power and authority to execute and deliver this Agreement and all documents and agreements contemplated by this Agreement, to perform its obligations hereunder under this Agreement and, subject to receipt of the Company Shareholder Approval, the Special Shareholder Approval and the Company Charter Amendment Approval, to consummate the TransactionsMerger, the Company Charter Amendment and the other transactions contemplated hereby. The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of this Agreement and the Transactions consummation of the Merger, the Company Charter Amendment and the other transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate action, trust action on behalf of the Company and no other corporate trust proceedings on the part of the Company or any of the Subsidiaries are necessary to authorize this Agreement or to consummate the Transactions Merger, the Company Charter Amendment and the other transactions contemplated hereby (except for (i) other than, with respect to this Agreement, the Merger and the Company Charter Amendment, receipt of the Company Shareholder Approval, the Special Shareholder Approval and (ii) the filing of the Merger Proposal and Merger Notice with the Companies Registrar and all such other notices or filings required under the ICL with respect to the consummation of the MergerCompany Charter Amendment Approval). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof by Parent each of Acquiror and Merger SubSubsidiary, constitutes a legalvalid, valid legal and binding obligation agreement of the Company, enforceable against the Company in accordance with and subject to its termsterms and conditions, except that (i) such enforcement as enforceability may be subject to limited by applicable bankruptcy, insolvency, reorganization, moratorium moratorium, fraudulent transfer and similar Laws of general applicability relating to or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally, and or by general equity principles. (ii) The Company Board has authorized the remedy Company Special Committee to act on behalf of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and the Company Board with respect to the discretion consideration and recommendation of this Agreement, the court before which any proceeding therefor may be brought. (b) Merger, the Company Charter Amendment and the other transactions contemplated hereby to the Company Board. The Company Board, at a meeting Special Committee has duly called and held in compliance with the requirements of ICL and the Articles of Association prior to validly authorized the execution and delivery of this Agreement, unanimously adopted resolutions (i) resolving that declared the Merger, the Company Charter Amendment and the transactions contemplated by this Agreement and the Transactions are fair to, advisable and in the best interests ofinterest of the Company, and approved (subject to receipt of the approval of the Company Board of the Merger, the Company Charter Amendment and its shareholders the other transactions contemplated hereby and thatthe Company Shareholder Approval, considering the financial position of Special Shareholder Approval and the merging companiesCompany Charter Amendment Approval) the Merger, no reasonable concern exists that the Surviving Company will be unable to fulfill Charter Amendment and the obligations other transactions contemplated hereby. The Company Board, upon the recommendation of the Company to its creditorsSpecial Committee, (ii) approving this Agreement has duly and validly authorized the Transactions on the terms execution and subject to the conditions set forth herein, and (iii) resolving to make the Company Board Recommendation. As of the date delivery of this Agreement, none declared the Merger, the Company Charter Amendment and the transactions contemplated by this Agreement advisable and in the best interest of the aforesaid actions by Company, and approved, subject to receipt of the Company Shareholder Approval, the Special Shareholder Approval and the Company Charter Amendment Approval, the Merger, the Company Charter Amendment and the other transactions contemplated hereby. The Company Board has been amendedresolved to recommend that the holders of the Company Common Shares approve this Agreement, rescinded the Merger, the Company Charter Amendment and the transactions contemplated hereby, and directed that this Agreement, the Merger and the Company Charter Amendment be submitted to the shareholders of the Company for their approval to the extent required by Law and the Company Charter and Company Bylaws. (iii) The Merger requires the affirmative vote of a majority of all votes entitled to be cast by the holders of all outstanding Company Common Shares as of the record date for the Company Shareholders Meeting (the “Company Shareholder Approval”). The Company Shareholder Approval is the only vote of the holders of any class or modifiedseries of shares of the Company necessary to approve the Merger, other than the Special Shareholder Approval required by this Agreement. (iv) The Company Charter Amendment requires the affirmative vote of two-thirds of all votes entitled to be cast by the holders of all outstanding Company Common Shares as of the record date for the Company Shareholders Meeting (the “Company Charter Amendment Approval”). The Company Charter Amendment Approval is the only vote of the holders of any class or series of shares of the Company necessary to approve the Company Charter Amendment.

Authority Relative to this Agreement. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and subject only to obtaining any necessary stockholder approval of this Agreement, to perform its obligations hereunder and, subject to receipt of the Company Shareholder Approval, and to consummate the Transactionstransactions contemplated hereby. The execution, execution and delivery and performance of this Agreement by the Company and the consummation by the Company of the Transactions transactions contemplated hereby have been duly and validly authorized by all necessary corporate action, action on the part of the Company and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions transactions so contemplated (except for (i) receipt other than the approval and adoption of the Company Shareholder Approval Merger by a majority of the outstanding shares of the Company Common Stock entitled to vote in accordance with the DGCL and the Company's certificate of incorporation and bylaws (iithe "COMPANY REQUISITE VOTE") and the filing of the Company Certificate of Merger Proposal and Merger Notice with the Companies Registrar and all such other notices or filings Secretary of State of Delaware as required under by the ICL with respect to the consummation of the MergerDGCL). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent, Holdco, Parent Merger Sub and Company Merger Sub, as applicable, constitutes a legal, valid and binding obligation of the Company, Company enforceable against the Company in accordance with its terms, except that . The board of directors of the Company has unanimously determined (i) such enforcement may be subject to applicable bankruptcythat it is advisable, insolvency, reorganization, moratorium or other similar Laws, now or hereafter consistent with and in effect, affecting creditors’ rights generallyfurtherance of the long-term business strategy of the Company, and (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 Company Board, at a meeting duly called and held in compliance with the requirements of ICL and the Articles of Association prior to the execution of this Agreement, unanimously adopted resolutions (i) resolving that this Agreement and the Transactions are fair to, and in the best interests of, of the Company and its shareholders and thatthe Company's stockholders, considering the financial position of the merging companies, no reasonable concern exists that the Surviving Company will be unable to fulfill the obligations of for the Company to its creditors, (ii) approving this Agreement and the Transactions on enter into a strategic business combination with Parent upon the terms and subject to the conditions set forth hereinof this Agreement, (ii) to approve and adopt this Agreement, the Company Merger, and the transactions contemplated hereby, and (iii) resolving to make recommend that the Company Board Recommendation. As of the date of Company's stockholders approve and adopt this Agreement, none the Company Merger, and the transactions contemplated hereby (the "COMPANY RECOMMENDATION"), and, subject to Section 6.03 hereof, such resolutions of the aforesaid actions by board of directors shall be in effect as of the Effective Time. The only vote of the holders of any class or series of stock of the Company Board has been amendednecessary to approve the Company Merger, rescinded or modifiedthis Agreement and the other transactions contemplated by this Agreement is the Company Requisite Vote.

Authority Relative to this Agreement. (a) The Company Buyer has all necessary full corporate ------------------------------------ power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to receipt of Agreement and the Company Shareholder Approval, Ancillary Agreements and to consummate the Transactionstransactions contemplated hereby and thereby. The execution, execution and delivery and performance of this Agreement by and the Company Ancillary Agreements and the consummation by the Company of the Transactions transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate actionaction on the part of the Buyer, and no other corporate proceedings on the part of the Company Buyer are necessary to authorize this Agreement or to consummate the Transactions (except for (i) receipt of the Company Shareholder Approval and (ii) the filing of the Merger Proposal and Merger Notice with the Companies Registrar and all such other notices or filings required under the ICL with respect to the consummation of the Merger)transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company andBuyer, and assuming the due authorizationaccuracy of Sellers' representations and warranties contained in Section 5.2, execution and delivery by Parent subject to the receipt of the Buyer Required Regulatory Approvals, the Seller Required Consents and Merger Subthe Seller Required Regulatory Approvals, this Agreement constitutes a legal, valid and binding obligation agreement of the CompanyBuyer, enforceable against the Company Buyer in accordance with its terms, except that (i) such enforcement enforceability may be subject to limited by applicable bankruptcy, insolvency, reorganizationmoratorium or other similar laws affecting or relating to enforcement of creditors' rights generally or general principles of equity. The Ancillary Agreements, when executed, will, assuming the accuracy of Sellers' representations and warranties contained in Section 5.2, and subject to the receipt of the Buyer Required Regulatory Approvals, the Seller Required Consents and the Seller Required Regulatory Approvals, constitute valid and binding agreements of Buyer, enforceable against the Buyer in accordance with their terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium or other similar Laws, now laws affecting or hereafter in effect, affecting relating to enforcement of creditors’ ' rights generally, and (ii) the remedy generally or general principles 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 broughtequity. (b) The Company Board, at a meeting duly called and held in compliance with the requirements of ICL and the Articles of Association prior to the execution of this Agreement, unanimously adopted resolutions (i) resolving that this Agreement and the Transactions are fair to, and in the best interests of, the Company and its shareholders and that, considering the financial position of the merging companies, no reasonable concern exists that the Surviving Company will be unable to fulfill the obligations of the Company to its creditors, (ii) approving this Agreement and the Transactions on the terms and subject to the conditions set forth herein, and (iii) resolving to make the Company Board Recommendation. As of the date of this Agreement, none of the aforesaid actions by the Company Board has been amended, rescinded or modified.

Authority Relative to this Agreement. (a) The Company has all necessary corporate requisite limited liability company power and authority authority, and the Unitholders have all requisite right, power and authority, to execute and deliver this Agreementthe Transaction Documents to which it or they are a party, to perform its or their obligations hereunder and, subject to receipt of the Company Shareholder Approval, thereunder and to consummate the Contemplated Transactions. The executionexecution and delivery of the Transaction Documents to which the Company is a party, delivery and the performance of this Agreement by the Company its obligations thereunder and the consummation by the Company of the Contemplated Transactions have been duly and validly authorized by all necessary corporate actionrequired limited liability company action on the part of the Company, and no other corporate limited liability company or other proceedings on the part of the Company are necessary to authorize this Agreement the Transaction Documents to which it is a party or to consummate the Transactions (except for (i) receipt of the Company Shareholder Approval and (ii) the filing of the Merger Proposal and Merger Notice with the Companies Registrar and all such other notices or filings required under the ICL with respect to the consummation of the Merger)Contemplated Transactions. This Agreement has been been, and each of the other Transaction Documents to which it or they are a party will be, duly and validly executed and delivered by the Company and the Unitholders and, assuming this Agreement has been, and each of the due authorizationother Transaction Documents to which it or they are a party will be, execution duly authorized, executed and delivery delivered by Parent the other parties thereto, this Agreement constitutes, and Merger Subeach of the other Transaction Documents to which it or they are a party will constitute, constitutes a legal, valid and binding obligation of each of the CompanyCompany and the Unitholders, enforceable against each of the Company and the Unitholders in accordance with its their respective terms, except that (i) such enforcement may be subject to as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, Laws now or hereafter in effect, effect relating to or affecting creditors’ rights generally, and (ii) including the remedy effect of specific performance and injunctive statutory and other forms of equitable relief may be subject to equitable defenses Laws regarding fraudulent conveyances and to the discretion of the court before which any proceeding therefor may be brought. (b) The Company Board, at a meeting duly called and held in compliance with the requirements of ICL and the Articles of Association prior to the execution of this Agreement, unanimously adopted resolutions (i) resolving that this Agreement and the Transactions are fair to, and in the best interests of, the Company and its shareholders and that, considering the financial position of the merging companies, no reasonable concern exists that the Surviving Company will be unable to fulfill the obligations of the Company to its creditors, (ii) approving this Agreement and the Transactions on the terms preferential transfers and subject to the conditions set forth hereinlimitations imposed by general equitable principles (regardless whether such enforceability is considered in a proceeding at law or in equity) (collectively, the “Bankruptcy and (iii) resolving to make the Company Board Recommendation. As of the date of this Agreement, none of the aforesaid actions by the Company Board has been amended, rescinded or modifiedEquity Principles”).

Authority Relative to this Agreement. (a) The Company has all necessary requisite corporate power and authority to execute and deliver this Agreement, the ancillary agreements hereto and each instrument required hereby to be executed and delivered by the Company prior to or at the Effective Time, to perform its obligations hereunder andand thereunder, subject to receipt of the Company Shareholder Approval, and to consummate the Transactionstransactions contemplated hereby (subject to the Company Stockholder Approval (as defined in Section 2.3(b) below) with respect to the Merger). The execution, execution and delivery and performance of this Agreement Agreement, the ancillary agreements hereto and each instrument required hereby to be executed and delivered by the Company prior to or at the Effective Time and the performance of its obligations hereunder and thereunder and the consummation by the Company of the Transactions transactions contemplated hereby have been duly and validly authorized by all necessary corporate action, the Board of Directors of the Company and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions transactions contemplated hereby (except for (i) receipt of other than the Company Shareholder Stockholder Approval and (ii) the filing and recordation of appropriate merger documents as required by the Merger Proposal and Merger Notice with the Companies Registrar and all such other notices or filings required under the ICL with respect to the consummation of the MergerDGCL). This Agreement has and the ancillary agreements hereto executed on the date hereof have been duly and validly executed and delivered by the Company Company, and, assuming this Agreement and the due authorization, execution and delivery by Parent and Merger Sub, constitutes a legal, ancillary agreements hereto constitute valid and binding obligation agreements of Parent and Sub, the Agreement and the ancillary agreements hereto executed on the date hereof constitute, and the ancillary agreements to be executed at the closing when executed will constitute valid and binding agreements of the Company, enforceable against the Company in accordance with its their terms, except that (i) such enforcement as enforceability may be subject to (i) any applicable bankruptcy, insolvency, reorganization, moratorium reorganization or other similar Laws, now law relating to or hereafter in effect, affecting creditors’ ' rights generally, generally and (ii) the remedy general principles 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 equity (whether in a proceeding therefor may be broughtat law or in equity). (b) The only vote of holders of any class or series of capital stock of the Company Board, at a meeting duly called and held in compliance with the requirements or any of ICL and the Articles of Association prior its subsidiaries necessary to the execution of this Agreement, unanimously adopted resolutions (i) resolving that adopt or approve this Agreement and the Transactions are fair to, and in Merger is the best interests of, adoption of this Agreement by the Company and its shareholders and that, considering the financial position holders of a majority of the merging companies, no reasonable concern exists that outstanding shares of Company Common Stock (the Surviving "Company will be unable to fulfill Stockholder Approval"). The affirmative vote of the obligations holders of any capital stock or other securities of the Company or any of its subsidiaries, or any of them, is not necessary to its creditors, (ii) approving this Agreement and consummate the Transactions on the terms and subject to the conditions Merger other than as set forth herein, and (iii) resolving to make in the Company Board Recommendation. As of the date of this Agreement, none of the aforesaid actions by the Company Board has been amended, rescinded or modifiedpreceding sentence.

Authority Relative to this Agreement. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder andhereunder, subject to receipt of the Company Shareholder Approval, and to consummate the Merger and the other transactions contemplated by this Agreement (collectively, the “Transactions”). The execution, execution and delivery and performance of this Agreement by the Company and the consummation by the Company of the Transactions have been duly and validly authorized by all necessary corporate action, action and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions (except for (i) receipt of the Company Shareholder Approval and (ii) the filing of the Merger Proposal and Merger Notice with the Companies Registrar and all such Transactions, other notices or filings required under the ICL than, with respect to the consummation Merger, the adoption of this Agreement by the holders of a majority of the Merger)then-outstanding shares of Company Common Stock (the “Requisite Stockholder Vote”) and the filing and recordation of appropriate merger documents as required by the DGCL. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Merger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except to the extent that (i) such enforcement enforceability thereof may be subject to limited by applicable bankruptcy, insolvency, reorganization, moratorium reorganization or other similar Laws, now or hereafter in effect, laws affecting the enforcement of creditors’ rights generally, generally and (ii) by principles of equity regarding the remedy availability 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 broughtremedies. (b) The Company Board, acting upon the unanimous recommendation of the Special Committee, by resolutions duly adopted by unanimous vote (other than Xxxxxxxx who abstained) at a meeting duly called and held in compliance with (the requirements of ICL and the Articles of Association prior to the execution of this Agreement“Company Board Approval”), unanimously adopted resolutions has duly (i) resolving determined that this Agreement and the Merger are fair to, advisable and in the best interests of the Company and its stockholders (other than Parent, Merger Sub, Xxxxxxxx and their respective Affiliates), (ii) approved this Agreement and the Merger and (iii) recommended that the stockholders of the Company adopt this Agreement (the “Board Recommendation”) and directed that this Agreement and the Transactions are be submitted for consideration by the Company’s stockholders in accordance with this Agreement. (c) No “fair toprice,” “moratorium,” “control share acquisition” or other similar anti-takeover Law (each, and in a “Takeover Law”) is applicable to the best interests of, the Company and its shareholders and that, considering the financial position Transactions. The approval of the merging companies, no reasonable concern exists that Transactions by the Surviving Company will be unable to fulfill Requisite Stockholder Vote is the obligations only vote of the holders of any class or series of Equity Interests of the Company necessary to its creditors, (ii) approving adopt this Agreement or approve the Transactions. (d) The Special Committee has received the opinion of Xxxxx and Company, LLC, dated the Transactions on the terms and subject date, or shortly prior to the conditions set forth hereindate, and (iii) resolving of this Agreement, to make the Company Board Recommendation. As effect that, as of the date of this Agreementsuch opinion, none the Merger Consideration is fair, from a financial point of view, to the stockholders of the aforesaid actions by the Company Board (other than Parent, Merger Sub, Xxxxxxxx and their respective Affiliates), a copy of which opinion has been amended, rescinded or modifieddelivered to Parent.

Authority Relative to this Agreement. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, Agreement and to perform its obligations hereunder and, subject to receipt of the Company Shareholder Approval, and to consummate the Transactionstransactions contemplated hereby. The execution, execution and delivery and performance of this Agreement by the Company and the consummation by the Company of the Transactions transactions contemplated hereby have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions transactions so contemplated (except for (i) receipt other than the adoption of this Agreement by the holders of at least a majority of the outstanding shares of Company Shareholder Approval and (ii) the filing of the Merger Proposal and Merger Notice Stock entitled to vote in accordance with the Companies Registrar DGCL and all such other notices or filings required under the ICL with respect to the consummation Company's Certificate of the MergerIncorporation and By-Laws). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Merger Sub, as applicable, constitutes a legal, valid and binding obligation of the Company, Company enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally, and (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 Board of Directors of the Company Board, at a meeting has duly called and held in compliance with validly approved and taken all corporate action required to be taken by the requirements Board of ICL and Directors for the Articles consummation of Association prior to the execution of transactions contemplated by this Agreement, unanimously adopted resolutions (i) resolving that including, but not limited to, all actions necessary to render the provisions of Section 203 of the DGCL inapplicable to this Agreement Agreement, the Merger and the Transactions are fair to, Stockholder Agreement. The Board of Directors of the Company has determined that it is advisable and in the best interests of, the Company and its shareholders and that, considering the financial position interest of the merging companies, no reasonable concern exists that the Surviving Company will be unable to fulfill the obligations of Company's stockholders for the Company to its creditors, (ii) approving this Agreement and the Transactions on enter into a business combination with Parent upon the terms and subject to the conditions set forth herein, and (iii) resolving to make the Company Board Recommendation. As of the date of this Agreement, none and will recommend, or has resolved to recommend in the Proxy Statement, in each case subject to Section 4.2 hereof, that the Company's stockholders approve and adopt this Agreement and the Merger. (c) The Board of Directors of the aforesaid actions Company (or the requisite members thereof, as the case may be) has (or have) (i) approved the transactions contemplated by this Agreement for purposes of Paragraph B of Article SEVENTH of the Certificate of Incorporation of the Company Board has been amended, rescinded and (ii) taken all action necessary to ensure that such transactions will not (A) give rise to a Distribution Date (as defined in the Rights Agreement) or modified(B) cause any Rights (as defined in the Rights Agreement) to otherwise become exercisable.

Authority Relative to this Agreement. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to receipt of the Company Shareholder Stockholder Approval, to consummate the Transactionstransactions contemplated hereby. The execution, execution and delivery and performance by the Company of this Agreement by the Company and the consummation by the Company of the Transactions transactions contemplated hereby have been duly and validly authorized by all necessary corporate action, action and no other corporate proceedings on the part of the Company are necessary to authorize the execution, delivery and performance by the Company of this Agreement or to consummate the Transactions (except for (i) receipt consummation by the Company of the transactions contemplated hereby (other than obtaining the Company Shareholder Stockholder Approval and (ii) filing the filing Certificate of the Merger Proposal and Merger Notice in accordance with the Companies Registrar DGCL and all such other notices or filings required under the ICL with respect to the consummation of the MergerDLLCA). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Merger Subeach other party hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable or limited by (i) bankruptcy, insolvency, reorganization, moratorium insolvency or other similar Lawslaws, now or hereafter in effect, affecting creditors’ creditor’s rights generally, generally and (ii) the remedy effect of specific performance and injunctive and other forms general principles of equitable relief may be subject to equitable defenses and to the discretion equity (regardless of the court before which any whether enforceability is considered a proceeding therefor may be broughtat law or in equity). (b) The Company BoardSpecial Committee, at a meeting duly called and held in compliance with the requirements held, has by unanimous vote of ICL both its members approved and the Articles of Association prior to the execution of this Agreement, unanimously adopted resolutions (i) resolving that declared this Agreement and the Transactions transactions contemplated hereby, including the Merger, advisable and has determined that such transactions are fair to, and in the best interests of, the Company and its shareholders and thatPublic Stockholders. The Board of Directors, considering based on the financial position unanimous recommendation of the merging companiesSpecial Committee and the factors discussed with the Board of Directors by the Special Committee and their financial advisors, no reasonable concern exists has (i) determined that the Surviving Company will be unable to fulfill transactions contemplated by this Agreement are fair to, and in the obligations of best interests of, the Company to its creditorsPublic Stockholders, (ii) approving approved this Agreement and the Transactions on transactions contemplated hereby, including the Merger, and declared their advisability, and (iii) recommended adoption by the stockholders of the Company, subject to the terms and subject to the conditions set forth herein, and (iii) resolving to make the Company Board Recommendation. As of the date of this Agreement, none of the aforesaid actions by the Company Board has been amended, rescinded or modified.

Authority Relative to this Agreement. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to receipt of the Company Shareholder Approval, to consummate the Transactions. The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the Transactions have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions (except for (i) receipt of the Company Shareholder Approval and (ii) the filing of the Merger Proposal and Merger Notice with the Companies Registrar and all such other notices or filings required under the ICL with respect to the consummation of the Merger). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent Parent, Merger Sub and Merger SubGuarantor, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally, and (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 Company BoardBoard of Directors, at a meeting duly called and held in compliance with the requirements of ICL and the Articles of Association prior to the execution of this AgreementAssociation, unanimously adopted resolutions (i) resolving that this Agreement and the Transactions are fair to, and in the best interests of, the Company and its shareholders the Company Shareholders and that, considering the financial position of the merging companies, no reasonable concern exists that the Surviving Company will be unable to fulfill the obligations of the Company to its creditors, (ii) approving this Agreement and the Transactions on the terms and subject to the conditions set forth herein, and (iii) resolving to make make, subject to Section ‎5.2, the Company Board Recommendation. As of the date of this Agreement, none of the aforesaid actions by the Company Board has been amended, rescinded or modified.

Authority Relative to this Agreement. (a) The Company Each Seller has all necessary full corporate power and authority to execute and deliver this Agreement, Agreement and the Ancillary Agreements to perform its obligations hereunder and, subject to receipt of the Company Shareholder Approval, which it is a party and to consummate the Transactionstransactions contemplated hereby and thereby. The execution, execution and delivery and performance of this Agreement by and the Company Ancillary Agreements to which it is a party and the consummation by the Company of the Transactions transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings action required on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions (except for (i) receipt of the Company Shareholder Approval and (ii) the filing of the Merger Proposal and Merger Notice with the Companies Registrar and all such other notices or filings required under the ICL with respect to the consummation of the Merger)each Seller. This Agreement has been duly and validly executed and delivered by the Company each Seller, and, assuming the due authorizationaccuracy of the Buyer's representations and warranties contained in Section 6.2, execution and delivery by Parent subject to the receipt of the Seller Required Regulatory Approvals, the Seller Required Consents and Merger Subthe Buyer Required Regulatory Approvals, constitutes a legal, valid and binding obligation agreement of the Companyeach Seller, enforceable against the Company Sellers in accordance with its their terms, except that (i) such enforcement enforceability may be subject to limited by applicable bankruptcy, insolvency, reorganizationmoratorium or other similar laws affecting or relating to enforcement of creditors' rights generally or general principles of equity. The Ancillary Agreements, when executed, will, assuming the accuracy of the Buyer's representations and warranties contained in Section 6.2, and subject to the receipt of the Seller Required Regulatory Approvals, the Seller Required Consents and the Buyer Required Regulatory Approvals, constitute valid and binding obligations of each Seller party thereto, enforceable against such Seller in accordance with their terms, except that such enforceability may be limited by applicable bankruptcy, insolvency, moratorium or other similar Laws, now laws affecting or hereafter in effect, affecting relating to enforcement of creditors’ ' rights generally, and (ii) the remedy generally or general principles 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 broughtequity. (b) The Company Board, at a meeting duly called and held in compliance with the requirements of ICL and the Articles of Association prior to the execution of this Agreement, unanimously adopted resolutions (i) resolving that this Agreement and the Transactions are fair to, and in the best interests of, the Company and its shareholders and that, considering the financial position of the merging companies, no reasonable concern exists that the Surviving Company will be unable to fulfill the obligations of the Company to its creditors, (ii) approving this Agreement and the Transactions on the terms and subject to the conditions set forth herein, and (iii) resolving to make the Company Board Recommendation. As of the date of this Agreement, none of the aforesaid actions by the Company Board has been amended, rescinded or modified.

Authority Relative to this Agreement. NON-CONTRAVENTION. Except for and subject to the Requisite Chiral Quest Member Vote (a) The Company as hereafter defined), Chiral Quest has all necessary the requisite corporate power and authority to execute enter into this Agreement and deliver this Agreement, to perform carry out its obligations hereunder and, subject to receipt of the Company Shareholder Approval, to consummate the Transactionsand thereunder. The execution, execution and delivery and performance of this Agreement by the Company Chiral Quest and the consummation by the Company Chiral Quest of the Transactions transactions contemplated hereby have been duly and validly authorized by all necessary corporate actionthe Board of Directors of Chiral Quest and, except for approval of this Agreement and the Merger by the Requisite Chiral Quest Member Vote, no other corporate proceedings on the part of the Company Chiral Quest are necessary to authorize the execution and delivery of this Agreement or to consummate Agreement, the Transactions (except for (i) receipt Plan of Merger, the Company Shareholder Approval Minnesota Articles of Merger, the Pennsylvania Certificate of Merger and (ii) the filing of the Merger Proposal and Merger Notice with the Companies Registrar and all such other notices or filings required under the ICL with respect to the consummation of the Merger)transactions contemplated hereby and thereby. This Agreement has been duly and validly executed and delivered by the Company Chiral Quest and, assuming the due authorization, execution and delivery by Parent and Merger Sub, constitutes it is a legal, valid and binding obligation of Surg, constitutes a valid and binding obligation of Chiral Quest enforceable in accordance with its terms except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generally. The Plan of Merger, the CompanyMinnesota Articles of Merger, the Pennsylvania Certificate of Merger, when executed and delivered by Chiral Quest, will constitute the valid and binding obligation of Chiral Quest, enforceable against the Company in accordance with its terms. Except as set forth in SCHEDULE 3.2, except that Chiral Quest is not subject to, or obligated under, any provision of (ia) such enforcement may be subject to applicable bankruptcyits Certificate of Organization or Operating Agreement, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally, and (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 Company Boardany agreement, at arrangement or understanding, (c) any license, franchise or permit or (d) subject to obtaining the approvals referred to in the next sentence, any law, regulation, order, judgment or decree, which would conflict with, be breached or violated, or in respect of which a meeting duly called and held in compliance with right of termination or acceleration or any security interest, charge or encumbrance on any of its assets would be created, by the requirements of ICL and the Articles of Association prior to the execution execution, delivery or performance of this Agreement, unanimously adopted resolutions the Minnesota Articles of Merger, the Pennsylvania Certificate of Merger, or the consummation of the transactions contemplated hereby or thereby, other than any such conflicts, breaches, violations, rights of termination or acceleration or security interests, charges or encumbrances which, in the aggregate, could not reasonably be expected to result in a Material Adverse Effect on Chiral Quest. Except for (ia) resolving that this Agreement the filing of the Minnesota Articles of Merger and the Transactions are fair toPennsylvania Certificate of Merger with the Secretaries of State of Minnesota and Pennsylvania, and in the best interests of, the Company and its shareholders and that, considering the financial position of the merging companies, no reasonable concern exists that the Surviving Company will be unable to fulfill the obligations of the Company to its creditors, (ii) approving this Agreement and the Transactions on the terms and subject to the conditions set forth hereinrespectively, and (iiib) resolving to make such filings, authorizations or approvals as may be set forth in SCHEDULE 3.2, no authorization, consent or approval of, or filing with, any public body, court or authority is necessary on the Company Board Recommendation. As part of Chiral Quest for the consummation by Chiral Quest of the date of transactions contemplated by this Agreement, none except for such authorizations, consents, approvals and filings as to which the failure to obtain or make the same will not, in the aggregate, have a Material Adverse Effect on Chiral Quest or adversely affect the consummation of the aforesaid actions by the Company Board has been amended, rescinded or modifiedtransactions contemplated hereby.

Authority Relative to this Agreement. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to receipt of the Company Shareholder Approval, and to consummate the Transactionstransactions contemplated hereby. The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the Transactions transactions contemplated hereby have been duly and validly authorized by the Board of Directors of the Company (the "COMPANY BOARD") and the holders of all necessary corporate actionoutstanding shares of the Company Common Stock have approved this Agreement and the Merger by written consent pursuant to Section 5.1 hereof and, other than the filing and recordation of appropriate merger documents as required by the DGCL or the CCC, no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions (except for (i) receipt of the Company Shareholder Approval and (ii) the filing of the Merger Proposal and Merger Notice with the Companies Registrar and all such other notices or filings required under the ICL with respect to the consummation of the Merger)transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof by the Parent and Merger Subthe Purchaser, constitutes a legal, valid and binding obligation of the Company, Company enforceable against the Company in accordance with its terms, except that as such enforcement is subject to the effect of (i) such enforcement may be subject to any applicable bankruptcy, insolvency, reorganization, moratorium reorganization or other similar Laws, now laws relating to or hereafter in effect, affecting creditors’ ' rights generally, and (ii) the remedy general principles of specific performance equity, including, without limitation, concepts of materiality, reasonableness, good faith and injunctive fair dealing, and other forms similar doctrines affecting the enforceability of equitable relief may be subject to equitable defenses and to the discretion agreements generally (regardless of the court before which any whether considered in a proceeding therefor may be brought. (b) in equity or at law). The Company Board, at a meeting duly called and held in compliance with the requirements of ICL and the Articles of Association prior to the execution of this Agreement, unanimously adopted resolutions Board by unanimous written consent has (i) resolving determined that this Agreement and the Transactions are Merger is fair to, to and in the best interests of, of the Company and its shareholders and that, considering the financial position of the merging companies, no reasonable concern exists that the Surviving Company will be unable to fulfill the obligations of the Company to its creditorsstockholders, (ii) approving approved this Agreement and the Transactions on the terms and subject to the conditions set forth hereintransactions contemplated hereby, and (iii) resolving resolved to make recommend approval and adoption of this Agreement and Merger by the Company's stockholders and (iv) directed that this Agreement be submitted to the Company's stockholders. The Merger has been authorized by the written consent of all of the outstanding shares of the Company Board Recommendation. As of the date of this AgreementCommon Stock, none of the aforesaid actions by the Company Board has been amended, rescinded or modifiedpursuant to Section 5.1 hereof.

Authority Relative to this Agreement. (a) The Company has all necessary corporate power and authority to execute and deliver this AgreementAgreement and, subject to obtaining the necessary approvals of the Company Stockholders, to perform its obligations hereunder and, subject to receipt of the Company Shareholder Approval, and to consummate the TransactionsMerger and the other transactions contemplated by this Agreement. The execution, execution and delivery and performance of this Agreement by the Company and the consummation by the Company of the Transactions Merger and the other transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate action, action and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions Merger and the other transactions contemplated by this Agreement (except for (i) receipt other than the approval and adoption of this Agreement and the Merger by the Company Shareholder Approval Stockholders as described in Section 3.16 hereof and (ii) the filing and recordation of appropriate merger documents as required by the Merger Proposal and Merger Notice with the Companies Registrar and all such other notices or filings required under the ICL with respect to the consummation of the MergerDGCL). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Merger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to the effect of any applicable bankruptcy, reorganization, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, Laws affecting creditors’ ' rights generallygenerally and subject, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject as to equitable defenses and enforceability, to the discretion effect of the court before which any proceeding therefor may be broughtgeneral principles of equity. (b) The Company BoardWithout limiting the generality of the foregoing, the Board of Directors of the Company, at a meeting duly called and held in compliance with the requirements of ICL and the Articles of Association prior to the execution of this Agreementor through valid action by written consent, has unanimously adopted resolutions (i) resolving determined that this Agreement the Merger and the Transactions other transactions contemplated hereby are fair to, and in the best interests of, the Company and its shareholders and that, considering the financial position of the merging companies, no reasonable concern exists that the Surviving Company will be unable to fulfill the obligations of the Company to its creditorsstockholders, (ii) approving approved and adopted the Merger, this Agreement and the Transactions on other transactions contemplated hereby in accordance with the terms provisions of the DGCL and subject to the conditions set forth hereinCompany's charter documents, and (iii) resolving directed that this Agreement and the Merger be submitted to make the Company Board Recommendation. As Stockholders for their approval and adoption and (iv) resolved to recommend that the Company Stockholders vote in favor of the date approval and adoption of this Agreement, none of the aforesaid actions by the Company Board has been amended, rescinded or modified.

Authority Relative to this Agreement. (a) The Company subject to obtaining the approvals as required under the Interim Order, Creston has all necessary the corporate power and authority capacity to execute enter into and deliver this Agreement, to perform its obligations hereunder and, subject under this Agreement and all documents and agreements contemplated by this Agreement to receipt of which Creston is or will be a party; (b) the Company Shareholder Approval, to consummate the Transactions. The execution, execution and delivery and performance of this Agreement by the Company Creston and the consummation performance by the Company Creston of the Transactions its obligations hereunder and thereunder have been duly and validly authorized by all necessary corporate action, the board of directors of Creston and no other corporate proceedings proceeding on the part of the Company are Creston is necessary to authorize this Agreement or to consummate the Transactions (except for transactions contemplated hereby or thereby, other than the approval of: (i) receipt the Circular and other matters relating solely thereto, by the Board of the Company Shareholder Approval and Directors of Creston; (ii) the filing of the Merger Proposal and Merger Notice materials to be filed with the Companies Registrar Court in connection with the applications for the Interim Order and all such other notices Final Order by the Board of Directors of Creston; (iii) any matters required by the Interim Order or filings required under the ICL with Final Order to be authorized by the Board of Directors of Creston or the Creston Shareholders; (iv) the Arrangement Resolution by the Creston Shareholders; and (v) the Arrangement by the TSXV in respect to the consummation of the Merger). This Creston; (c) this Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution Creston and delivery by Parent and Merger Sub, constitutes is a legal, valid and binding obligation of the CompanyCreston, enforceable against the Company Creston in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium and other laws relating to or other similar Laws, now or hereafter in effect, affecting creditors’ ' rights generallygenerally and to the availability of equitable remedies; (d) the execution and delivery by Creston of this Agreement do not, and the performance by Creston of its obligations hereunder and the completion of the Arrangement do not and will not: (i) conflict with, violate or breach any provision of: (A) Creston's constating documents or any resolution of its directors or shareholders; (B) any applicable Laws (subject to obtaining the authorizations, consents and approvals referred to in Section 5.1), that would, individually or in the aggregate, have a material adverse effect on Creston or would prevent or delay completion of the Arrangement); (ii) result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, require any consent to be obtained under, or give to others any rights of termination, amendments, acceleration or cancellation of or under: (A) any licence, permit (including any Environmental Permit), certificate, order, consent, approval or other authorization of Creston or by which Creston or any of its properties or assets is bound or affected, that would, individually or in the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion aggregate, have a material adverse effect on Creston or would prevent or delay completion of the court before which any proceeding therefor may be brought.Arrangement; (bB) The Company Boardany agreement, at arrangement, commitment or understanding to which Creston is a meeting duly called and held in compliance with the requirements party or by which Creston or any of ICL and the Articles of Association prior to the execution of this Agreementits properties or assets is bound or affected that would, unanimously adopted resolutions (i) resolving that this Agreement and the Transactions are fair to, and individually or in the best interests ofaggregate, the Company and its shareholders and that, considering the financial position have a material adverse effect on Creston or would prevent or delay completion of the merging companies, no reasonable concern exists that the Surviving Company will be unable to fulfill the obligations of the Company to its creditors, (ii) approving this Agreement and the Transactions on the terms and subject to the conditions set forth herein, and Arrangement; (iii) resolving to make result in the Company Board Recommendation. As imposition of an Encumbrance upon any of the date properties or assets of this AgreementCreston that would, none individually or in the aggregate, have a material adverse effect on Creston; or (iv) give rise to any option, right of first refusal or similar right becoming exercisable by a third party that would have a material adverse effect on Creston or prevent or delay the completion of the aforesaid actions by Arrangement; (e) except as referred to in Section 3.1.23(a)(iii) below, result in or accelerate the Company Board has been amendedtime for payment or vesting of, rescinded or modified.increase the amount of any severance, unemployment compensation, "golden parachute", bonus, termination payments or otherwise, becoming due to any director or officer of Creston or increase any benefits otherwise payable under any pension or benefits plan of Creston or result in the acceleration of the time of payment or vesting of any such benefits;

Authority Relative to this Agreement. (a) The Company Parent and Holdco each has all necessary corporate power and authority to execute and deliver this AgreementAgreement and subject to obtaining any necessary stockholder approval of this Agreement and the Parent Merger, to perform its respective obligations hereunder and, subject to receipt of the Company Shareholder Approval, and to consummate the Transactionstransactions contemplated hereby. The execution, execution and delivery and performance of this Agreement by the Company Parent and Holdco and the consummation by the Company Parent and Holdco of the Transactions transactions contemplated hereby have been duly and validly authorized by all necessary corporate actionaction on the part of Parent and Holdco, and no other corporate proceedings on the part of the Company Parent and Holdco are necessary to authorize this Agreement or to consummate the Transactions transactions so contemplated (except for (i) receipt other than the approval and adoption of the Parent Merger by a majority of the holders of the outstanding shares of Parent Common Stock entitled to vote in accordance with the DGCL and Parent's certificate of incorporation and bylaws and the approval of the issuance of the shares of Holdco Common Stock in the Company Shareholder Approval Merger (the "PARENT REQUISITE VOTE") and (ii) the filing of the Parent Certificate of Merger Proposal and Merger Notice with the Companies Registrar and all such other notices or filings Secretary of State of Delaware as required under by the ICL with respect to the consummation of the MergerDGCL). This Agreement has been duly and validly executed and delivered by the Parent, Holdco, Parent Merger Sub and Company Merger Sub and, assuming the due authorization, execution and delivery by Parent and Merger Subthe Company, constitutes a legal, valid valid, and binding obligation of the CompanyParent, Holdco, Parent Merger Sub and Company Merger Sub, enforceable against the Company each in accordance with its terms, except that . The board of directors of Parent has determined (i) such enforcement may be subject to applicable bankruptcythat it is advisable, insolvency, reorganization, moratorium or other similar Laws, now or hereafter consistent with and in effect, affecting creditors’ rights generallyfurtherance of the long-term business strategy of the Parent, and (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 Company Board, at a meeting duly called and held in compliance with the requirements of ICL and the Articles of Association prior to the execution of this Agreement, unanimously adopted resolutions (i) resolving that this Agreement and the Transactions are fair to, and in the best interests of, the Company and its shareholders and that, considering the financial position interest of the merging companiesParent and Parent's stockholders, no reasonable concern exists that the Surviving Company will be unable to fulfill the obligations of for the Company to its creditors, (ii) approving this Agreement and enter into a strategic business combination with the Transactions on Company upon the terms and subject to the conditions set forth hereinof this Agreement, (ii) to approve and adopt this Agreement, the Parent Merger, the issuance of the shares of Holdco Common Stock in the Company Merger and the transactions contemplated hereby and (iii) resolving to make recommend that the Company Board RecommendationParent's stockholders approve and adopt this Agreement, the Parent Merger, and the transactions contemplated hereby and such resolutions of the board of directors shall be in effect as of the Effective Time. As of the date hereof, the only vote of holders of any class or series of stock of Parent or Holdco necessary to approve this AgreementAgreement (with respect to Parent's obligations), none the Parent Merger, the issuance of the aforesaid actions by shares of Holdco Common Stock in the Company Board has been amended, rescinded or modifiedMerger and the other transaction contemplated by this Agreement is the vote of CBS and Pearson pursuant to the Parent Voting Agreement.

Authority Relative to this Agreement. (a) The Company Buyer has all necessary full corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to receipt of Agreement and the Company Shareholder Approval, Ancillary Agreements and to consummate the Transactionstransactions contemplated hereby and thereby. The execution, execution and delivery and performance of this Agreement by and the Company Ancillary Agreements and the consummation by the Company of the Transactions transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate actionaction on the part of the Buyer, and no other corporate proceedings on the part of the Company Buyer are necessary to authorize this Agreement or to consummate the Transactions (except for (i) receipt of the Company Shareholder Approval and (ii) the filing of the Merger Proposal and Merger Notice with the Companies Registrar and all such other notices or filings required under the ICL with respect to the consummation of the Merger)transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company andBuyer, and assuming the due authorizationaccuracy of Sellers' representations and warranties contained in Section 5.2, execution and delivery by Parent subject to the receipt of the Buyer Required Regulatory Approvals, the Seller Required Consents and Merger Subthe Seller Required Regulatory Approvals, this Agreement constitutes a legal, valid and binding obligation agreement of the CompanyBuyer, enforceable against the Company Buyer in accordance with its terms, except that (i) such enforcement enforceability may be subject to limited by applicable bankruptcy, insolvency, reorganizationmoratorium or other similar laws affecting or relating to enforcement of creditors' rights generally or general principles of equity. The Ancillary Agreements, when executed, will, assuming the accuracy of Sellers' representations and warranties contained in Section 5.2, and subject to the receipt of the Buyer Required Regulatory Approvals, the Seller Required Consents and the Seller Required Regulatory Approvals, constitute valid and binding agreements of Buyer, enforceable against the Buyer in accordance with their terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium or other similar Laws, now laws affecting or hereafter in effect, affecting relating to enforcement of creditors’ ' rights generally, and (ii) the remedy generally or general principles 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 broughtequity. (b) The Company Board, at a meeting duly called and held in compliance with the requirements of ICL and the Articles of Association prior to the execution of this Agreement, unanimously adopted resolutions (i) resolving that this Agreement and the Transactions are fair to, and in the best interests of, the Company and its shareholders and that, considering the financial position of the merging companies, no reasonable concern exists that the Surviving Company will be unable to fulfill the obligations of the Company to its creditors, (ii) approving this Agreement and the Transactions on the terms and subject to the conditions set forth herein, and (iii) resolving to make the Company Board Recommendation. As of the date of this Agreement, none of the aforesaid actions by the Company Board has been amended, rescinded or modified.

Authority Relative to this Agreement. (a) The Company has all necessary requisite corporate power and authority to execute enter into this Agreement and deliver this Agreementthe documents and instruments to be executed and delivered by the Company pursuant hereto, and to perform its obligations hereunder and, subject to receipt of the Company Shareholder Approval, to consummate the Transactionsand thereunder. The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of this Agreement and the Transactions documents and instruments to be executed and delivered by it pursuant hereto have been duly and validly authorized by all necessary corporate actionthe Company's Board of Directors (including any committees of the Board of Directors, to the extent applicable) and holders of the Company's Capital Stock (subject to the right of the holders of the Company's Capital Stock to revoke their consent pursuant to Section 14A:5-6 of the NJBCA) and no other corporate proceedings on the part of the Company are necessary to authorize approve this Agreement or the documents and instruments to be executed and delivered by it pursuant hereto, or to consummate the Transactions (except for (i) receipt transactions contemplated hereby or thereby. The only vote of holders of any class or series of the Company's Capital Stock necessary to approve and adopt this Agreement and the Merger is the Requisite Vote. In furtherance of the foregoing, the Board of Directors of the Company, at a meeting duly called and held, approved and adopted this Agreement, the Merger and the other transactions contemplated hereby, determined that the terms of the Merger are fair to and in the best interests of the Company Shareholder Approval and (ii) its shareholders, and recommended that the filing shareholders of the Merger Proposal Company adopt and Merger Notice with the Companies Registrar and all such other notices or filings required under the ICL with respect to the consummation approve this Agreement. Holders of the Merger)Company's Capital Stock do not have dissenters' or "appraisal" rights under New Jersey law. This Agreement has been and the documents and instruments to be executed and delivered pursuant hereto are and will be duly and validly executed and delivered by the Company and, assuming and are and will be the due authorization, execution and delivery by Parent and Merger Sub, constitutes a legal, valid and binding obligation obligations of the Company, enforceable against the Company in accordance with its their terms, except that (ia) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium (whether general or specific) or other similar Laws, laws now or hereafter hereinafter in effect, affecting effect relating to creditors’ ' rights generally, generally and (iib) 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 Company Board, at a meeting duly called and held in compliance with the requirements of ICL and the Articles of Association prior to the execution of this Agreement, unanimously adopted resolutions (i) resolving that this Agreement and the Transactions are fair to, and in the best interests of, the Company and its shareholders and that, considering the financial position of the merging companies, no reasonable concern exists that the Surviving Company will be unable to fulfill the obligations of the Company to its creditors, (ii) approving this Agreement and the Transactions on the terms and subject to the conditions set forth herein, and (iii) resolving to make the Company Board Recommendation. As of the date of this Agreement, none of the aforesaid actions by the Company Board has been amended, rescinded or modified.

Authority Relative to this Agreement. (a) The Company Each of Buyer Parties has all necessary the requisite corporate power and authority to execute enter into this Agreement and deliver the Ancillary Agreements and to carry out its obligations thereunder. The execution and delivery of this Agreement and the Ancillary Agreements by Buyer Parties and the consummation by Buyer Parties of the Contemplated Transactions have been duly authorized by Buyer Parties, and no other corporate proceedings, including, without limitation, any authorization by the shareholders of Buyer Parent Company, or on the part of Buyer Parties are necessary to authorize this Agreement, the Ancillary Agreements or such transactions. This Agreement and the Ancillary Agreements have each been duly executed and delivered by Buyer Parties and each such agreement constitutes a valid and binding obligation of each such entity, enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or other similar laws relating to perform its obligations hereunder and, subject to receipt the enforcement of creditors' rights generally and by general principles of equity. Neither of the Company Shareholder ApprovalBuyer Parties is subject to, to consummate the Transactions. The or obligated under, any provision of (a) its Articles of Incorporation, or its Bylaws, (b) any agreement, arrangement or understanding, (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 would arise or any encumbrance on any of its or any of its subsidiaries' assets would be created, by its execution, delivery and performance of this Agreement by the Company or Ancillary Agreements and the consummation by the Company it of the Transactions have been duly Contemplated Transactions. Except for such filings to be made pursuant to Corporate Law in order to effect the Acquisition Purchase and validly authorized by all federal and state securities laws, which Buyer agrees to make, no authorization, consent or approval of, or filing with, any public body, court or authority is necessary corporate action, and no other corporate proceedings on the part of Buyer Parties for the Company are necessary to authorize this Agreement or to consummate the Transactions (except for (i) receipt consummation by Buyer Parties of the Company Shareholder Approval and (ii) the filing of the Merger Proposal and Merger Notice with the Companies Registrar and all such other notices or filings required under the ICL with respect to the consummation of the Merger). This Agreement has been duly and validly executed and delivered transactions contemplated by the Company and, assuming the due authorization, execution and delivery by Parent and Merger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally, and (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 Company Board, at a meeting duly called and held in compliance with the requirements of ICL and the Articles of Association prior to the execution of this Agreement, unanimously adopted resolutions (i) resolving that this Agreement and the Transactions are fair to, and in the best interests of, the Company and its shareholders and that, considering the financial position of the merging companies, no reasonable concern exists that the Surviving Company will be unable to fulfill the obligations of the Company to its creditors, (ii) approving this Agreement and the Transactions on the terms and subject to the conditions set forth herein, and (iii) resolving to make the Company Board Recommendation. As of the date of this Agreement, none of the aforesaid actions by the Company Board has been amended, rescinded or modifiedAncillary Agreements.

Authority Relative to this Agreement. (a) The Subject only to the requisite adoption of this Agreement by the stockholders of the Company, the Company has all necessary full corporate power and authority to execute and deliver this AgreementAgreement and the other agreements which are attached (or forms of which are attached) as exhibits hereto (the "Ancillary Agreements") to which the Company is a party, to perform its obligations hereunder and, subject to receipt of the Company Shareholder Approval, and thereunder and to consummate the Transactionstransactions contemplated hereby and thereby. The execution, Company's board of directors has approved this Agreement and declared its advisability. The execution and delivery and performance by the Company of this Agreement by and the Ancillary Agreements to which the Company is or will become a party and the consummation by the Company of the Transactions transactions contemplated hereby and thereby, and the performance by the Company of its obligations hereunder and thereunder, have been duly and validly authorized by all necessary corporate actionaction by the board of directors of the Company, and no other corporate proceedings action on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions (except for (i) receipt board of directors of the Company Shareholder Approval is required to authorize the execution, delivery and (ii) performance of this Agreement and the filing Ancillary Agreements to which the Company is or will become a party and the consummation by the Company of the Merger Proposal transactions contemplated hereby and Merger Notice with the Companies Registrar and all such other notices or filings required under the ICL with respect to the consummation of the Merger)thereby. This Agreement has and the Ancillary Agreements to which the Company is or will become a party have been or will be, as applicable, duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof (and, in the case of the Ancillary Agreements to which Parent is a party, thereof) by Parent, assuming enforceability against Parent and Merger Sub, each constitutes or will constitute, as applicable, a legal, valid and binding obligation of the Company, Company enforceable against the Company in accordance with its respective terms, except that (i) such enforcement as the enforceability thereof may be subject to applicable limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and Laws relating to the discretion enforcement of the court before which any proceeding therefor may be broughtcreditors' rights generally and by general principles of equity. (b) The Company Board, at a meeting duly called and held in compliance with the requirements of ICL and the Articles of Association prior to the execution of this Agreement, unanimously adopted resolutions (i) resolving that this Agreement and the Transactions are fair to, and in the best interests of, the Company and its shareholders and that, considering the financial position of the merging companies, no reasonable concern exists that the Surviving Company will be unable to fulfill the obligations of the Company to its creditors, (ii) approving this Agreement and the Transactions on the terms and subject to the conditions set forth herein, and (iii) resolving to make the Company Board Recommendation. As of the date of this Agreement, none of the aforesaid actions by the Company Board has been amended, rescinded or modified.

Authority Relative to this Agreement. (a) The Company Each Seller has all necessary full corporate power and authority to execute and deliver this Agreement, the Transition Services Agreement (as applicable) and the other agreements, documents and instruments to perform its obligations hereunder andbe executed and delivered by it in connection with this Agreement or the Transition Services Agreement, subject to receipt of the Company Shareholder Approval, and to consummate the Transactionstransactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement, the Transition Services Agreement by and the Company other agreements, documents and instruments to be executed and delivered in connection with this Agreement or the Transition Services Agreement and the consummation by the Company of the Transactions transactions contemplated hereby and thereby have been duly and validly authorized by all the necessary corporate action, action on the part of each Seller (as applicable) and no other corporate or other proceedings on the part of the Company Seller are necessary to authorize this Agreement, the Transition Services Agreement and the other agreements, documents and instruments to be executed and delivered in connection with this Agreement or the Transition Services Agreement or to consummate the Transactions (except for (i) receipt of the Company Shareholder Approval transactions contemplated hereby and (ii) the filing of the Merger Proposal and Merger Notice with the Companies Registrar and all such other notices or filings required under the ICL with respect to the consummation of the Merger)thereby. This Agreement, the Transition Services Agreement has been and the other agreements, documents and instruments to be executed and delivered in connection with this Agreement or the Transition Services Agreement have been, duly and validly executed and delivered by Seller and assuming that this Agreement, the Company andTransition Services Agreement and the other agreements, assuming documents and instruments to be executed and delivered in connection with this Agreement or the due authorization, execution and delivery by Parent and Merger Sub, constitutes a Transition Services Agreement constitute legal, valid and binding obligation agreements of the CompanyBuyer, are enforceable against the Company Seller in accordance with its their respective terms, except that (i) such enforcement enforceability may be subject to limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now laws affecting or hereafter in effect, affecting relating to enforcement of creditors’ rights generally, and (ii) the remedy generally or general principles 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 broughtequity. (b) The Company Board, at a meeting duly called and held in compliance with the requirements of ICL and the Articles of Association prior to the execution of this Agreement, unanimously adopted resolutions (i) resolving that this Agreement and the Transactions are fair to, and in the best interests of, the Company and its shareholders and that, considering the financial position of the merging companies, no reasonable concern exists that the Surviving Company will be unable to fulfill the obligations of the Company to its creditors, (ii) approving this Agreement and the Transactions on the terms and subject to the conditions set forth herein, and (iii) resolving to make the Company Board Recommendation. As of the date of this Agreement, none of the aforesaid actions by the Company Board has been amended, rescinded or modified.

Authority Relative to this Agreement. (a) The Board of Directors of the Company has duly approved the Merger and this Agreement in accordance with Section 1101 of the CGCL and has resolved to recommend the approval of this Agreement by the Company's shareholders and directed that this Agreement be submitted to the Company's shareholders for approval; provided such recommendation may be modified or withdrawn as contemplated by SECTION 8.8 or if the Board of Directors of the Company determines in good faith, and after consultation with independent counsel, that such action is necessary to properly discharge its fiduciary duties. The Company has all necessary the requisite corporate power and authority to execute and deliver enter into this Agreement, to perform its obligations hereunder Agreement and, subject to receipt approval of this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of Company Shareholder ApprovalCommon Stock, in accordance with the provisions of the CGCL and the Company's Articles of Incorporation and By-Laws, as amended, to carry out its obligations hereunder and consummate the Transactionstransactions contemplated hereby. The execution, delivery and performance of this Agreement by the Company and the consummation of the transactions contemplated hereby by the Company of the Transactions have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings action on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions (except for (i) receipt the approval by affirmative vote of the Company Shareholder Approval and (ii) the filing holders of a majority of the Merger Proposal and Merger Notice outstanding shares of Company Common Stock in accordance with the Companies Registrar and all such other notices or filings required under the ICL with respect to the consummation provisions of the MergerCGCL and the Company's Articles of Incorporation and By-Laws). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Merger Sub, constitutes a legal, valid and binding obligation of the Company, Company enforceable against the Company in accordance with its terms, terms except that (i) such as enforcement may be subject to applicable limited by bankruptcy, insolvency, reorganization, moratorium insolvency or other similar Laws, now or hereafter in effect, laws affecting the enforcement of creditors’ ' rights generally, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion . Except as set forth in SECTION 5.3 of the court before which Company Disclosure Schedule, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (a) conflict with or violate the charter, bylaws or the equivalent organizational documents of the Company or any proceeding therefor may be brought. of its Subsidiaries, or (b) The result in any breach or constitute a default (with or without notice or lapse of time, or both) under, or give rise in others to any rights of termination, cancellation or acceleration under, any agreement, indenture, contract, loan agreement, license, franchise, permit, order, decree, concession, lease, instrument, judgment, statute, law, ordinance, rule or regulation applicable to the Company Boardor any Company Subsidiary or its or their respective assets, at other than, in the case of clause (b) only, such breaches, defaults, violations and losses of rights that would not have a meeting duly called Company Material Adverse Effect and held the laws and regulations referred to in the next sentence. Except as disclosed in SECTION 5.3 of the Company Disclosure Schedule or in connection or in compliance with the requirements provisions of ICL the HSR Act (which filing has been made), the Exchange Act, and the Articles corporation, securities or blue sky laws or regulations of Association prior to the execution of this Agreementvarious states, unanimously adopted resolutions (i) resolving that this Agreement and the Transactions are fair tono filing or registration with, and in the best interests or authorization, consent or approval of, any governmental or regulatory body or authority is necessary for the Company and its shareholders and that, considering the financial position of the merging companies, no reasonable concern exists that the Surviving Company will be unable to fulfill the obligations of the Company to its creditors, (ii) approving this Agreement and the Transactions on the terms and subject to the conditions set forth herein, and (iii) resolving to make the Company Board Recommendation. As of the date of this Agreement, none of the aforesaid actions consummation by the Company Board has been amendedof the Merger or the other transactions contemplated hereby, rescinded except where the failure to make such filing or modifiedregistration or obtain such authorization, consent or approval would not have a Company Material Adverse Effect or prevent or materially delay consummation of the Merger.

Authority Relative to this Agreement. (a) The Company Purchaser and each Affiliate of Purchaser that is a party to any Ancillary Agreement has all necessary corporate limited liability company or similar power and authority to execute authority, and deliver this Agreementhas taken all limited liability company or other similar action necessary, to execute, deliver and perform its obligations hereunder and, subject to receipt of this Agreement and the Company Shareholder Approval, Ancillary Agreements and to consummate the Transactionstransactions contemplated by this Agreement and the Ancillary Agreements in accordance with the terms hereof and thereof. The No vote or other approval of the equityholders of Purchaser is required in connection with the execution, delivery and or performance of this Agreement by the Company and the consummation by the Company of the Transactions have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement Ancillary Agreements or to consummate the Transactions (except for (i) receipt of transactions contemplated by this Agreement and the Company Shareholder Approval and (ii) the filing of the Merger Proposal and Merger Notice Ancillary Agreements in accordance with the Companies Registrar terms hereof and all such other notices thereof, whether by reason of applicable Law, the Organizational Documents of Purchaser, the rules or filings required under the ICL with respect to the consummation requirements of the Merger)any securities exchange, or otherwise. This Agreement has been duly and validly executed and delivered by the Company Purchaser, and, assuming the due authorization, execution and delivery of this Agreement by Parent and Merger Subthe Sellers, constitutes will constitute a legalvalid, valid legal and binding obligation agreement of the CompanyPurchaser and/or its applicable Affiliates, enforceable against the Company Purchaser and/or such Affiliates in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally, and (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 Company Board, at a meeting duly called and held in compliance with the requirements of ICL and the Articles of Association prior to the execution of this Agreement, unanimously adopted resolutions (i) resolving that this Agreement and the Transactions are fair to, and in the best interests of, the Company and its shareholders and that, considering the financial position of the merging companies, no reasonable concern exists that the Surviving Company will be unable to fulfill the obligations of the Company to its creditors, (ii) approving this Agreement and the Transactions on the terms and subject to the conditions set forth hereinEnforceability Exceptions. At the Closing, each Ancillary Agreement executed and (iii) resolving to make delivered by Purchaser and/or each Affiliate of Purchaser that is a party thereto will be duly and validly executed and delivered by Purchaser and/or such Affiliate of Purchaser, and, assuming the Company Board Recommendation. As due authorization, execution and delivery of the date of this Agreement, none of the aforesaid actions each Ancillary Agreement by the Company Board has been amendedother parties to the Ancillary Agreements, rescinded or modifiedwill constitute, a valid, legal and binding agreement of Purchaser and/or such Affiliate of Purchaser, enforceable against them in accordance with the terms thereof, subject to the Enforceability Exceptions.

Authority Relative to this Agreement. Other than (ai) The Company the filing the Certificate of Merger and such other documents as required by the ABCA; (ii) the filing of the Second Certificate of Merger and such other documents as required by the DLLCA and the ABCA; and (iii) the Parent Stockholder Approval, each of the Parent, Merger Sub and Oregano LLC has all necessary full corporate power and limited liability power, as the case may be, and authority to execute to: (A) execute, deliver and deliver perform this Agreement, and each ancillary document which the Parent, Oregano LLC or Merger Sub has executed or delivered or is to perform its execute or deliver pursuant to this Agreement, and (ii) carry out the Parent’s, Merger Sub’s and Oregano LLC’s obligations hereunder and thereunder and, subject to receipt of the Company Shareholder Approval, to consummate the Transactionstransactions contemplated hereby (including the First Merger and Second Merger, as applicable). The execution, execution and delivery and performance of this Agreement by the Company and the consummation by the Company Parent, Merger Sub and Oregano LLC of the Transactions transactions contemplated hereby (including the First Merger and Second Merger, as applicable) have been duly and validly authorized by all necessary corporate action or limited liability company action, as the case may be, on the part of the Parent, Merger Sub and Oregano LLC (including the approval by its board of directors and board of managers, as applicable), and no other corporate proceedings or limited liability company proceedings, as the case may be, on the part of the Company Parent, Merger Sub or Oregano LLC are necessary to authorize this Agreement or to consummate the Transactions (except for (i) receipt of the Company Shareholder Approval and (ii) the filing of the Merger Proposal and Merger Notice with the Companies Registrar and all such other notices or filings required under the ICL with respect to the consummation of the Merger)transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company Parent, Merger Sub and Oregano LLC and, assuming the due authorization, execution and delivery thereof by Parent and Merger Subthe other parties hereto, constitutes a legal, valid the legal and binding obligation of the CompanyParent, Merger Sub and Oregano LLC, enforceable against the Company Parent, Merger Sub and Oregano LLC in accordance with its terms, except that (i) such enforcement as may be subject to applicable limited by bankruptcy, insolvency, reorganization, moratorium reorganization or other similar Laws, now or hereafter in effect, laws affecting the enforcement of creditors’ rights generally, generally and (ii) the remedy by general principles 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 broughtequity. (b) The Company Board, at a meeting duly called and held in compliance with the requirements of ICL and the Articles of Association prior to the execution of this Agreement, unanimously adopted resolutions (i) resolving that this Agreement and the Transactions are fair to, and in the best interests of, the Company and its shareholders and that, considering the financial position of the merging companies, no reasonable concern exists that the Surviving Company will be unable to fulfill the obligations of the Company to its creditors, (ii) approving this Agreement and the Transactions on the terms and subject to the conditions set forth herein, and (iii) resolving to make the Company Board Recommendation. As of the date of this Agreement, none of the aforesaid actions by the Company Board has been amended, rescinded or modified.

Authority Relative to this Agreement. (a) The Company Raging River has all necessary the requisite corporate power and authority to execute this Agreement and deliver this Agreement, to perform carry out its obligations hereunder and, subject to receipt of the Company Shareholder Approval, to consummate the Transactionshereunder. The execution, execution and delivery and performance of this Agreement by the Company and the consummation by the Company Raging River of the Transactions transactions contemplated by the Arrangement have been duly and validly authorized by all necessary corporate action, the Raging River Board and no other corporate proceedings on the part of the Company Raging River are necessary to authorize this Agreement Agreement, the Arrangement or to consummate the Transactions (except for (i) receipt other transactions contemplated herein other than the approval of the Company Shareholder Approval Arrangement Resolution by Raging River Shareholders and (ii) the filing approval of the Merger Proposal Circular and Merger Notice with the Companies Registrar and all such other notices or filings required under the ICL with respect matters relating to the consummation of Raging River Meeting by the Merger)Raging River Board. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution Raging River and delivery by Parent and Merger Sub, constitutes a legal, valid and binding obligation of the Company, Raging River enforceable against the Company it in accordance with its terms, except subject to the qualification that (i) such enforcement enforceability may be subject to applicable limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other Applicable Laws of general application relating to or other similar Lawsaffecting rights of creditors and that equitable remedies, now or hereafter in effectincluding specific performance, affecting creditors’ rights generallyare discretionary and may not be ordered. Each of the Contracts, agreements and instruments required by this Agreement to be delivered by it will, at the Effective Time, have been duly executed and delivered by it and (iiassuming due execution and delivery by the other parties thereto) will at the remedy of specific performance and injunctive and other forms of equitable relief may Effective Time be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (b) The Company Boardenforceable against it in accordance with its terms, at a meeting duly called and held in compliance with the requirements of ICL and the Articles of Association prior to the execution of this Agreement, unanimously adopted resolutions (i) resolving that this Agreement and the Transactions are fair to, and in the best interests of, the Company and its shareholders and that, considering the financial position of the merging companies, no reasonable concern exists that the Surviving Company will be unable to fulfill the obligations of the Company to its creditors, (ii) approving this Agreement and the Transactions on the terms and subject to the conditions set forth hereinqualification that such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and (iii) resolving other Applicable Laws of general application relating to make the Company Board Recommendation. As or affecting rights of the date of this Agreementcreditors and that equitable remedies, none of the aforesaid actions by the Company Board has been amendedincluding specific performance, rescinded or modifiedare discretionary and may not be ordered.

Authority Relative to this Agreement. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to receipt except for any required approval by the Company's shareholders in connection with the consummation of the Company Shareholder ApprovalMerger, to consummate the Transactionstransactions contemplated hereby. The execution, execution and delivery and performance of this Agreement by the Company and the consummation by the Company of the Transactions transactions contemplated hereby have been duly and validly authorized and approved by all necessary corporate action, the Board and no other corporate proceedings on the part of the Company are necessary to authorize or approve this Agreement or to consummate the Transactions (except for (i) receipt of the Company Shareholder Approval and (ii) the filing of the Merger Proposal and Merger Notice with the Companies Registrar and all such other notices or filings required under the ICL than, with respect to the consummation Merger, the approval and adoption of the MergerMerger and this Agreement by holders of the Shares to the extent required by the Company's articles of incorporation and by applicable law). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due and valid authorization, execution and delivery of this Agreement by Parent and Merger Subthe Purchaser, constitutes a legal, legally valid and binding obligation of the Company, Company enforceable against the Company in accordance with its terms, except that such enforceability (i) such enforcement may be subject to applicable limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now laws affecting or hereafter in effect, affecting relating to the enforcement of creditors’ ' rights generally, generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be is subject to equitable defenses and to the discretion general principles of the court before which any proceeding therefor may be brought. (b) equity. The Company Board, at a meeting duly called and held in compliance with held, has taken all actions necessary under the requirements of ICL and FBCA, including approving the Articles of Association prior to the execution of transactions contemplated by this Agreement, unanimously adopted resolutions (i) resolving to ensure that this Agreement the restrictions set forth in the Affiliate Transaction Statute and the Transactions are fair toControl Share Statute do not, and in will not, apply to Parent or the best interests ofPurchaser, affiliates or associates of Parent or the Company and its shareholders and that, considering Purchaser or the financial position of the merging companies, no reasonable concern exists that the Surviving Company will be unable to fulfill the obligations of the Company to its creditors, (ii) approving this Agreement and the Transactions on the terms and subject to the conditions set forth herein, and (iii) resolving to make the Company Board Recommendation. As of the date of transactions contemplated by this Agreement, none of including, without limitation, the aforesaid actions Offer and the Merger. No other state takeover statute or similar statute or regulation applies or purports to apply to the Offer, the Merger or the other transactions contemplated by the Company Board has been amended, rescinded or modifiedthis Agreement.

Authority Relative to this Agreement. (a) The Company Such Person has all necessary full corporate or similar power and authority to execute and deliver this Agreement, the Transition Services Agreement and the other agreements, documents and instruments to perform its obligations hereunder andbe executed and delivered by it in connection with this Agreement or the Transition Services Agreement, subject to receipt of the Company Shareholder Approval, and to consummate the Transactionstransactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement, the Transition Services Agreement by and the Company other agreements, documents and instruments to be executed and delivered in connection with this Agreement or the Transition Services Agreement and the consummation by the Company of the Transactions transactions contemplated hereby and thereby have been duly and validly authorized by all the necessary corporate action, action on the part of such Person and no other corporate organization or similar proceedings on the part of the Company such Person are necessary to authorize this Agreement, the Transition Services Agreement and the other agreements, documents and instruments to be executed and delivered in connection with this Agreement or the Transition Services Agreement or to consummate the Transactions (except for (i) receipt of the Company Shareholder Approval transactions contemplated hereby and (ii) the filing of the Merger Proposal and Merger Notice with the Companies Registrar and all such other notices or filings required under the ICL with respect to the consummation of the Merger)thereby. This Agreement, the Transition Services Agreement and the other agreements, documents and instruments to be executed and delivered in connection with this Agreement or the Transition Services Agreement has been duly and validly executed and delivered by such Person and assuming that this Agreement, the Company andTransition Services Agreement and the other agreements, assuming documents and instruments to be executed and delivered in connection with this Agreement or the due authorization, execution and delivery by Parent and Merger Sub, constitutes a Transition Services Agreement constitute legal, valid and binding obligation agreements of the Company, Seller are enforceable against the Company such Person in accordance with its their respective terms, except that (i) such enforcement enforceability may be subject to limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now laws affecting or hereafter in effect, affecting relating to enforcement of creditors’ rights generally, and (ii) the remedy generally or general principles 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 broughtequity. (b) The Company Board, at a meeting duly called and held in compliance with the requirements of ICL and the Articles of Association prior to the execution of this Agreement, unanimously adopted resolutions (i) resolving that this Agreement and the Transactions are fair to, and in the best interests of, the Company and its shareholders and that, considering the financial position of the merging companies, no reasonable concern exists that the Surviving Company will be unable to fulfill the obligations of the Company to its creditors, (ii) approving this Agreement and the Transactions on the terms and subject to the conditions set forth herein, and (iii) resolving to make the Company Board Recommendation. As of the date of this Agreement, none of the aforesaid actions by the Company Board has been amended, rescinded or modified.

Authority Relative to this Agreement. (a) The Company Wavetech has all necessary the requisite corporate and other power and authority to execute enter into and deliver perform this Agreement, Agreement and to perform carry out its obligations hereunder (it being understood that Wavetech's obligations hereunder to effect the Merger is subject to the approval of its shareholders as set forth in this Agreement). The execution and delivery of this Agreement by Wavetech and the consummation by Wavetech of the transactions contemplated hereby have been duly authorized by the Board of Directors of Wavetech and, except for the approval of Wavetech's shareholders, no other corporate proceedings on the part of Wavetech are necessary to authorize this Agreement and such transactions. This Agreement has been duly executed and delivered by Wavetech and constitutes a valid and binding obligation of Wavetech, enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or similar laws relating to the enforcement of creditors' rights generally and by general principles of equity. Except as set forth in the Wavetech Disclosure Letter attached hereto as SCHEDULE A, Wavetech is not subject to, or obligated under, any provision of (a) its Articles of Incorporation or Bylaws, (b) any agreement, arrangement or understanding, (c) any license, franchise or permit or (d) subject to receipt compliance with any of the Company Shareholder Approvalstatutes referred to in the next sentence, to consummate the Transactions. The 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 would be created, by its execution, delivery and performance of this Agreement by the Company and the consummation by the Company it of the Transactions transactions contemplated hereby, and Wavetech has not taken any action that is inconsistent in any material respect with any resolution adopted by Wavetech, its board of directors or any committee thereof. The books of account, stock records, minute books and other records of Wavetech are accurate, up-to-date and complete in all material respects and have been duly maintained in accordance with prudent business practices. Other than in connection with or in compliance with the provisions of the Nevada Law, the Securities Act and validly authorized by all the Exchange Act, no authorization, consent or approval of, or filing with, any public body, court or authority is necessary corporate action, and no other corporate proceedings on the part of Wavetech for the Company are necessary to authorize this Agreement or to consummate the Transactions (except for (i) receipt consummation by each of the Company Shareholder Approval and (ii) the filing of the Merger Proposal and Merger Notice with the Companies Registrar and all such other notices or filings required under the ICL with respect to the consummation of the Merger). This Agreement has been duly and validly executed and delivered transactions contemplated by the Company and, assuming the due authorization, execution and delivery by Parent and Merger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally, and (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 Company Board, at a meeting duly called and held in compliance with the requirements of ICL and the Articles of Association prior to the execution of this Agreement, unanimously adopted resolutions (i) resolving that this Agreement and the Transactions are fair to, and in the best interests of, the Company and its shareholders and that, considering the financial position of the merging companies, no reasonable concern exists that the Surviving Company will be unable to fulfill the obligations of the Company to its creditors, (ii) approving this Agreement and the Transactions on the terms and subject to the conditions set forth herein, and (iii) resolving to make the Company Board Recommendation. As of the date of this Agreement, none of the aforesaid actions by the Company Board has been amended, rescinded or modified.

Authority Relative to this Agreement. (a) The Company has all necessary requisite corporate power and authority to execute and deliver enter into this Agreement, to perform its obligations hereunder Agreement and, subject to with receipt of the Company Shareholder ApprovalRequisite Stockholder Approvals in the form of the Stockholder Written Consent, each of which shall become effective at the Written Consent Effective Time, to consummate the TransactionsMergers and the other Transactions to which the Company is a party. The execution, execution and delivery and performance of this Agreement by and, upon receipt of the Stockholder Written Consents immediately following the execution of this Agreement, the consummation of the Mergers and the other Transactions to which the Company and the consummation by the Company of the Transactions is a party have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings action on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions (except for (i) receipt of the Company Shareholder Approval and (ii) the filing of the Merger Proposal and Merger Notice with the Companies Registrar and all such other notices or filings required under the ICL with respect to the consummation of the Merger)Company. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery of this Agreement by Parent and Merger Subthe other parties hereto, constitutes a legal, the valid and binding obligation of the Company, Company enforceable against the Company in accordance with its termsterms subject only to the effect, except that if any, of (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or bankruptcy and other similar Laws, now or hereafter in effect, applicable Law affecting creditors’ the rights generally, of creditors generally and (ii) the remedy rules of law governing specific performance and performance, injunctive relief and other forms of equitable relief may be subject to equitable defenses and to remedies (the discretion of the court before which any proceeding therefor may be brought. (b) “Enforceability Exceptions”). The Company Board, at a meeting by resolutions duly called adopted (and held in compliance with not thereafter modified or rescinded) by the requirements unanimous vote of ICL and the Articles of Association prior to the execution of Company Board, has (i) approved this Agreement, unanimously adopted resolutions (i) resolving the Mergers and the other Transactions to which the Company is a party and determined that this Agreement Agreement, the Mergers and the Transactions are fair toother Transactions, and in including the best interests ofMergers, the Company and its shareholders and that, considering the financial position of the merging companies, no reasonable concern exists that the Surviving Company will be unable to fulfill the obligations of the Company to its creditors, (ii) approving this Agreement and the Transactions on upon the terms and subject to the conditions set forth herein, is advisable and in the best interests of the Company and the holders of Company Capital Stock and in accordance with the provisions of applicable Laws and the Company Governing Documents and (iiiii) resolving has submitted this Agreement to make the holders of Company Capital Stock for the purpose of adoption and unanimously recommended that the holders of Company Capital Stock adopt this Agreement. Except for the Requisite Stockholder Approvals, no other vote or approval of the holders of any class or series of capital stock or other Equity Interests of the Company Board Recommendation. As of the date of is necessary to approve or adopt this Agreement, none of the aforesaid actions by Mergers and the other Transactions to which the Company Board has been amended, rescinded or modifiedis a party.

Authority Relative to this Agreement. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to receipt of the Company Shareholder Approval, and to consummate the Transactionstransactions contemplated herein to be consummated by the Company. The execution, execution and delivery and performance of this Agreement by the Company and the consummation by the Company of the Transactions such transactions have been duly and validly authorized by all necessary corporate action, action and no other corporate proceedings on the part of the Company and no stockholder votes are necessary to authorize this Agreement or to consummate the Transactions (except for (i) receipt of the Company Shareholder Approval and (ii) the filing of the Merger Proposal and Merger Notice with the Companies Registrar and all such transactions other notices or filings required under the ICL than, with respect to the consummation Merger, the adoption of this Agreement by the affirmative vote of a majority of the Merger)outstanding shares of Company Common Stock entitled to vote thereon. The Board of Directors of the Company has approved this Agreement and the transactions contemplated hereby and has directed that this Agreement and the transactions contemplated hereby be submitted to the Company's stockholders for approval at a meeting of such stockholders. This Agreement has been duly authorized and validly executed and delivered by the Company and, assuming and constitutes the due authorization, execution and delivery by Parent and Merger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally, and (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 Company Boardhas taken all appropriate actions so that the restrictions on business combinations contained in Section 203 of the DGCL will not apply with respect to or as a result of this Agreement, at a meeting duly called and held in compliance with the requirements of ICL Voting Agreement and the Articles transactions contemplated hereby and thereby, including the Merger, without any further action on the part of Association prior the stockholders or the Board of Directors of the Company. True and complete copies of all Board resolutions reflecting such actions have been previously provided to Parent. No other state takeover statute is applicable to the Merger. (c) The Rights Agreement, dated as of June 12, 1997, between the Company and ChaseMellon Shareholder Services, L.L.C., as Rights Agent, as amended by Amendment dated as of December 16, 1997, has been amended (as so amended, the "Company Rights Agreement") so that: (1) Parent and Merger Sub are each exempt from the definition of "Acquiring Person" contained in the Company Rights Agreement, and no "Shares Acquisition Date" or "Distribution Date" or "Triggering Event" (as such terms are defined in the Company Rights Agreement) will occur as a result of the execution of this Agreement or the Voting Agreement or the consummation of the Merger and the other transactions contemplated by this Agreement or the Voting Agreement and (2) the Company Rights Agreement will terminate and the Rights will expire immediately prior to the Effective Time. The Company Rights Agreement, unanimously adopted resolutions (i) resolving that this Agreement as so amended, has not been further amended or modified. True and the Transactions are fair to, and in the best interests of, complete copies of all such amendments to the Company and its shareholders and that, considering the financial position of the merging companies, no reasonable concern exists that the Surviving Company will be unable Rights Agreement have been previously provided to fulfill the obligations of the Company to its creditors, (ii) approving this Agreement and the Transactions on the terms and subject to the conditions set forth herein, and (iii) resolving to make the Company Board Recommendation. As of the date of this Agreement, none of the aforesaid actions by the Company Board has been amended, rescinded or modifiedParent.

Authority Relative to this Agreement. (a) The Company has all necessary corporate power and authority to execute and deliver this AgreementAgreement and, subject to obtaining the necessary approvals of the Company Stockholders, to perform its obligations hereunder and, subject to receipt of the Company Shareholder Approval, and to consummate the TransactionsMerger and the other transactions contemplated by this Agreement. The execution, execution and delivery and performance of this Agreement by the Company and the consummation by the Company of the Transactions Merger and the other transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate action, action and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions Merger and the other transactions contemplated by this Agreement (except for (i) receipt other than the approval and adoption of this Agreement and the Merger by the Company Shareholder Approval Stockholders as described in Section 3.16 hereof and (ii) the filing and recordation of appropriate merger documents as required by the Merger Proposal and Merger Notice with the Companies Registrar and all such other notices or filings required under the ICL with respect to the consummation of the MergerDGCL). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Merger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to the effect of any applicable bankruptcy, reorganization, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, Laws affecting creditors’ rights generallygenerally and subject, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject as to equitable defenses and enforceability, to the discretion effect of the court before which any proceeding therefor may be broughtgeneral principles of equity. (b) The Company BoardWithout limiting the generality of the foregoing, the Board of Directors of the Company, at a meeting duly called and held in compliance with the requirements of ICL and the Articles of Association prior to the execution of this Agreementheld, has unanimously adopted resolutions (i) resolving determined that this Agreement the Merger and the Transactions other transactions contemplated hereby are advisable, fair to, and in the best interests of, the Company and its shareholders and that, considering the financial position of the merging companies, no reasonable concern exists that the Surviving Company will be unable to fulfill the obligations of the Company to its creditorsstockholders, (ii) approving approved and adopted the Merger, this Agreement and the Transactions on other transactions contemplated hereby in accordance with the terms provisions of the DGCL and subject to the conditions set forth hereinCompany’s charter documents, and (iii) resolving directed that this Agreement and the Merger be submitted to make the Company Board Recommendation. As Stockholders for their approval and adoption and (iv) resolved to recommend that the Company Stockholders vote in favor of the date approval and adoption of this Agreement, none of the aforesaid actions by the Company Board has been amended, rescinded or modified.

Authority Relative to this Agreement. (a) The Company has all necessary full corporate power and corporate authority to execute execute, deliver and deliver perform this Agreement, to perform its obligations hereunder and, subject to receipt of the Company Shareholder Approval, Agreement and to consummate the Transactionstransactions contemplated hereby. The execution, delivery and performance of this Agreement by the Company of this Agreement, and the consummation by the Company it of the Transactions transactions contemplated hereby, have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part action of the Company are necessary to authorize this Agreement or to consummate the Transactions (except for (i) receipt of the Company Shareholder Approval and (ii) the filing of the Merger Proposal and Merger Notice with the Companies Registrar and all such other notices or filings required under the ICL with respect to the consummation of the Merger)Company. This Agreement has been duly and validly executed and delivered by the Company andand constitutes, assuming and each other agreement, instrument or document executed or to be executed by the due authorizationCompany in connection with the transactions contemplated hereby has been, execution or when executed will be, duly executed and delivery delivered by Parent the Company and Merger Subconstitutes, constitutes or when executed and delivered will constitute, a legal, valid and legally binding obligation of the Company, enforceable against the Company in accordance with its their respective terms, except that such enforceability may be limited by (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other and similar Laws, now or hereafter in effect, laws affecting creditors’ ' rights generally, generally and (ii) equitable principals which may limit the remedy availability of certain equitable remedies (such as 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 broughtperformance) in certain instances. (b) The Company BoardSeller has full legal right, at a meeting power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly called executed and held delivered by Seller and constitutes, and each other agreement, instrument or document executed or to be executed by Seller in compliance connection with the requirements transactions contemplated hereby has been, or when executed will be, duly executed and delivered by Seller and constitutes, or when executed and delivered will constitute, a valid and legally binding obligation of ICL and the Articles of Association prior to the execution of this AgreementSeller, unanimously adopted resolutions enforceable against Seller in accordance with their respective terms, except that such enforceability may be limited by (i) resolving that this Agreement applicable bankruptcy, insolvency, reorganization, moratorium and the Transactions are fair to, similar laws affecting creditors' rights generally and in the best interests of, the Company and its shareholders and that, considering the financial position of the merging companies, no reasonable concern exists that the Surviving Company will be unable to fulfill the obligations of the Company to its creditors, (ii) approving this Agreement and equitable principals which may limit the Transactions on the terms and subject to the conditions set forth herein, and availability of certain equitable remedies (iiisuch as specific performance) resolving to make the Company Board Recommendation. As of the date of this Agreement, none of the aforesaid actions by the Company Board has been amended, rescinded or modifiedin certain instances.

Authority Relative to this Agreement. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and, subject to obtaining the necessary stockholder approval of the Merger and adoption of this Agreement, to perform its obligations hereunder and, subject to receipt of the Company Shareholder Approval, and to consummate the Transactionstransactions contemplated hereby. The execution, execution and delivery and performance of this Agreement by the Company and the consummation by the Company of the Transactions transactions contemplated hereby have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions transactions so contemplated (except for other than the requisite approval of the Merger and adoption of this Agreement by the Company's stockholders in accordance with Delaware Law and the Company Charter Documents and the filing and recording of appropriate merger documents as required by the Delaware Law). The affirmative vote of the holders of a majority of the outstanding shares of the Company Common Stock is the only vote of the holders of any class or series of the Company's capital stock necessary to adopt this Agreement and the Merger. (b) Assuming the accuracy of the representations and warranties in Section 3.13, the provisions of Section 203 of the Delaware Law and Article Twelfth of the Company's Certificate of Incorporation will not apply to the Merger. No other "fair price," "merger moratorium," "control share acquisition" or other similar anti-takeover statute or regulation applies or purports to apply to this Agreement or the Merger. (c) As of the date hereof, the Board of Directors of the Company has by a unanimous vote of those directors present (such directors constituting a quorum under the Company's Bylaws) (i) receipt determined that it is advisable and in the best interest of the Company's stockholders for the Company to enter into this Agreement and to consummate the Merger upon the terms and subject to the conditions of this Agreement, (ii) approved this Agreement and the transactions contemplated hereby in accordance with the applicable provisions of the Delaware Law and the Company Charter Documents, (iii) authorized the performance by the Company of this Agreement subject to such stockholder approval as contemplated in Section 2.04(a), and (iv) recommended the approval of the Merger and adoption of this Agreement by holders of the Company Shareholder Approval Common Stock and (ii) directed that this Agreement be submitted for consideration by the filing Company's stockholders at a meeting of the stockholders of the Company to consider approval of the Merger Proposal and Merger Notice with adoption of this Agreement (the Companies Registrar and all such other notices or filings required under the ICL with respect to the consummation of the Merger"Company Stockholders Meeting"). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Acquiror and the Parent of this Agreement and Merger Subthe Guarantee hereof, respectively, this Agreement constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that (i) such enforcement may be terms subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now laws relating to or hereafter in effect, affecting creditors’ the rights generally, and (ii) the remedy remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses creditors generally and to the discretion general principles of the court before which any equity, including (without limitation) concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding therefor may be broughtin equity or at law). (bd) The Board of Directors of the Company Board, at a meeting duly called has taken all actions necessary to cause the Rights Agreement to be ineffective and held in compliance with the requirements of ICL and the Articles of Association prior not applicable as to the Merger and any other transactions described in this Agreement. The execution of this Agreement does not, and the consummation of the Merger and the other transactions contemplated hereby will not, result in the grant of any rights to any person under the Rights Agreement, unanimously adopted resolutions (i) resolving that or enable or require any outstanding rights to be exercised, distributed or triggered. All such actions to cause the Rights Agreement to be ineffective and not applicable as to the Merger and any other transactions described in this Agreement have been duly and the Transactions are fair to, and in the best interests of, the Company and its shareholders and that, considering the financial position of the merging companies, no reasonable concern exists that the Surviving Company will be unable to fulfill the obligations of the Company to its creditors, (ii) approving this Agreement and the Transactions on the terms and subject to the conditions set forth herein, and (iii) resolving to make the Company Board Recommendation. As of the date of this Agreement, none of the aforesaid actions validly taken by the Company Company's Board has been amended, rescinded or modifiedof Directors and are binding on and enforceable against the Company.

Authority Relative to this Agreement. (a) The Company Each of Seller and such Seller Stockholder has all necessary corporate organizational power and authority, and if such Seller Stockholder is not a natural person, to execute, deliver and perform his, her or its obligations under this Agreement. Each of Seller and such Seller Stockholder has all necessary power and authority to execute and deliver this Agreementeach Ancillary Document to which Seller or such Seller Stockholder is or will be a party, to perform its or his obligations hereunder and, subject to receipt of the Company Shareholder Approval, and thereunder and to consummate the Transactionstransactions contemplated hereby and thereby. The All organizational actions and proceedings required to be taken by or on the part of Seller or such Seller Stockholder to authorize and permit the execution, delivery and performance by Seller or such Seller Stockholder of this Agreement by the Company and the consummation by the Company of the Transactions Ancillary Documents to which Seller or such Seller Stockholder is or will be a party, have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions (except for (i) receipt of the Company Shareholder Approval and (ii) the filing of the Merger Proposal and Merger Notice with the Companies Registrar and all such other notices or filings required under the ICL with respect to the consummation of the Merger)taken. This Agreement has been duly and validly executed and delivered by the Company Seller and such Seller Stockholder and, assuming the due and valid authorization, execution and delivery of this Agreement by Parent and Merger Subthe other Parties, constitutes shall constitute a legal, valid and binding obligation of the CompanySeller and such Seller Stockholder, enforceable against the Company in accordance with its terms, except that (i) such enforcement may be in each case subject to the effect of any applicable bankruptcy, reorganization, insolvency, reorganizationfraudulent transfer, moratorium or other similar Laws, now or hereafter Laws from time to time in effect, effect affecting creditors’ rights generallygenerally and subject, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject as to equitable defenses and enforceability, to the discretion effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) (the court before which any proceeding therefor may be brought. (b) “Enforceability Exceptions”). US-DOCS\131312541.20 The Company BoardAncillary Documents, at a meeting when executed and delivered by Seller or such Seller Stockholder, shall have been duly called executed and held in compliance with delivered by Seller or such Seller Stockholder, and, assuming the requirements of ICL due and the Articles of Association prior to the valid authorization, execution and delivery of this Agreement, unanimously adopted resolutions (i) resolving that this Agreement and the Transactions are fair to, and in the best interests of, the Company and its shareholders and that, considering the financial position of the merging companies, no reasonable concern exists that the Surviving Company will be unable to fulfill the obligations of the Company to its creditors, (ii) approving this Agreement and the Transactions on the terms and subject to the conditions set forth herein, and (iii) resolving to make the Company Board Recommendation. As of the date of this Agreement, none of the aforesaid actions by the Company Board has been amendedother Parties, rescinded shall constitute the valid and binding obligation of Seller or modifiedsuch Seller Stockholder, enforceable in accordance with their terms, except as limited by the Enforceability Exceptions.

Authority Relative to this Agreement. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to receipt approval of the Merger by the Company Shareholder ApprovalRequisite Vote (as defined below), to consummate the TransactionsMerger and the other transactions contemplated by this Agreement. The execution, execution and delivery and performance of this Agreement by the Company, the performance by the Company of its obligations hereunder, and the consummation by the Company of the Transactions Merger and the other transactions contemplated by this Agreement, have been duly and validly authorized by all necessary corporate action, action and no other corporate proceedings on the part of the Company are necessary pursuant to the Charter or the MGCL to authorize this Agreement or to consummate the Transactions Merger and the other transactions so contemplated (except for (i) receipt of other than the Company Shareholder Approval and (ii) the filing approval of the Merger Proposal and Merger Notice with by the Companies Registrar and all such other notices or filings required under the ICL with respect to the consummation affirmative vote of the Mergerholders of at least a majority of the outstanding shares of Company Common Stock entitled to vote thereon (the “Company Requisite Vote”)). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof by Parent and Merger Sub, constitutes a legal, valid and binding obligation of the Company, Company enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable the effects of bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or and other similar Laws, now Laws relating to or hereafter in effect, affecting creditors’ rights generally, and general equitable principles (iiwhether considered in a proceeding in equity or at Law). The Company Board has (a) approved this Agreement, the remedy of specific performance Merger and injunctive and the 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. transactions contemplated by this Agreement, (b) The Company Board, at a meeting duly called and held in compliance with the requirements of ICL and the Articles of Association prior to the execution of this Agreement, unanimously adopted resolutions (i) resolving declared that this Agreement and the Transactions are fair to, it is advisable and in the best interests of, of the Company and its shareholders and that, considering the financial position of the merging companies, no reasonable concern exists that the Surviving Company will be unable to fulfill the obligations stockholders of the Company to its creditors, (ii) approving this Agreement and consummate the Transactions on the terms and subject to the conditions set forth hereinMerger, and (iiic) resolving resolved to make recommend the approval of the Merger by the stockholders of the Company. The only vote of the stockholders of the Company Board Recommendation. As of required pursuant to the date of this Agreement, none of Charter or the aforesaid actions by MGCL to approve the Merger is the Company Board has been amended, rescinded or modifiedRequisite Vote.

Authority Relative to this Agreement. (a) The Each of the ------------------------------------ Company and Parent has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to receipt of the Company Shareholder Approval, and to consummate the Transactionstransactions contemplated hereby (other than, with respect to (i) the Reorganization Merger, the approval of this Agreement by the Requisite Shareholder Approval (as defined in Section 5.20), as required by the California GCL, and the filing of appropriate merger documents with the Secretary of State of the State of California as required by the California GCL and (ii) the Acquisition Merger, the adoption of this Agreement by the Company, as sole stockholder of Parent, as required by the DGCL, and the filing of appropriate merger documents with the Secretary of State of the State of Delaware as required by the DGCL). The execution, delivery and performance of this Agreement by the Company and Parent and the consummation by the Company and Parent of the Transactions transactions 16 contemplated by this Agreement have been duly and validly authorized by all necessary corporate action, action and no other corporate proceedings on the part of the Company or Parent are necessary to authorize this Agreement or to consummate the Transactions transactions so contemplated (except for other than, with respect to (i) receipt the Reorganization Merger, the Requisite Shareholder Approval, as required by the California GCL, and the filing of appropriate merger documents with the Secretary of State of the Company Shareholder Approval State of California as required by the California GCL and (ii) the Acquisition Merger, the adoption of this Agreement by the Company, as sole stockholder of Parent, as required by the DGCL, and the filing of the Merger Proposal and Merger Notice appropriate merger documents with the Companies Registrar and all such other notices or filings required under the ICL with respect to the consummation Secretary of State of the MergerState of Delaware as required by the DGCL). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Merger Sub, constitutes a legal, valid and binding obligation of the Company, Company and Parent enforceable against the Company and Parent in accordance with its terms, except that (i) as such enforcement enforceability may be subject to applicable limited by (a) bankruptcy, insolvency, reorganization, moratorium or other similar Laws, laws now or hereafter in effect, affecting creditors’ relating to or limiting creditor's rights generally, and (iib) general principles of equity (whether considered in an action in equity or at law) which provide, among other things, that the remedy remedies of specific performance and injunctive injunction and other forms of equitable relief may be are subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (b) The Company Boardcourt. Parent will, at a meeting duly called and held in compliance with the requirements of ICL and the Articles of Association prior to promptly following the execution of this Agreement, unanimously adopted resolutions (i) resolving that approve this Agreement and the Transactions are fair toReorganization Merger in its capacity as the sole shareholder of Merger Sub. As a result of the foregoing actions, and in the best interests ofonly approval required to authorize the Reorganization Merger on the part of Parent, the Company and its shareholders Merger Sub is the Requisite Shareholder Approval in connection with the Reorganization Merger and that, considering the financial position adoption of the merging companies, no reasonable concern exists that the Surviving Company will be unable to fulfill the obligations of the Company to its creditors, (ii) approving this Agreement and the Transactions on the terms and subject to the conditions set forth herein, and (iii) resolving to make the Company Board Recommendation. As of the date of this Agreement, none of the aforesaid actions by the Company Board has been amendedCompany, rescinded or modifiedas sole stockholder of Parent, in connection with the Acquisition Merger.

Authority Relative to this Agreement. (a) The Company Each of quepasa, Credito and Merger Sub has all necessary the requisite corporate power and authority to execute enter into this Agreement and deliver this Agreement, to perform carry out its obligations hereunder and, subject to receipt of the Company Shareholder Approval, and to consummate the Transactionstransactions contemplated hereby. The execution, execution and delivery and performance of this Agreement by the Company quepasa, Credito and Merger Sub and the consummation by the Company quepasa, Credito and Merger Sub of the Transactions transactions contemplated hereby have been duly and validly authorized by all necessary corporate actionquepasa, Credito and Merger Sub, and no other corporate proceedings on the part of the Company quepasa, Credito or Merger Sub are necessary to authorize this Agreement or to consummate the Transactions (except for (i) receipt of the Company Shareholder Approval and (ii) the filing of the Merger Proposal and Merger Notice with the Companies Registrar and all such other notices or filings required under the ICL with respect to the consummation of the Merger)transactions. This Agreement has been duly and validly executed and delivered by the Company andquepasa, assuming the due authorization, execution and delivery by Parent Credito and Merger Sub, Sub and constitutes a legal, valid and binding obligation of the Companyeach, enforceable against the Company in accordance with its terms, except that (i) such enforcement as the enforceability thereof may be subject to applicable limited by bankruptcy, insolvency, reorganization, moratorium fraudulent conveyance or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and laws relating to the discretion enforcement of the court before which creditors' rights generally and by general principles of equity. None of quepasa, Credito or Merger Sub is subject to, or obligated under, any proceeding therefor may be brought. provision of (a) its Articles or Certificate of Incorporation, or its Bylaws, (b) The Company Boardany agreement, at arrangement or understanding, (c) to quepasa's knowledge, any license, franchise or permit or (d) to quepasa's knowledge, any law, regulation, order, judgment or decree, which would be breached, or violated, or in respect of which a meeting duly called right of termination or acceleration would arise or any encumbrance on any of its or any of its subsidiaries' assets would be created, by its execution, delivery and held in compliance with the requirements performance of ICL and the Articles of Association prior to the execution of this Agreement, unanimously adopted resolutions (i) resolving that this Agreement and the Transactions are fair to, and in the best interests of, the Company and its shareholders and that, considering the financial position consummation by it of the merging companiestransactions contemplated hereby, no reasonable concern exists except in each case for any violation, default, or conflict that the Surviving Company will be unable to fulfill the obligations of the Company to its creditors, (ii) approving this Agreement and the Transactions on the terms and subject to the conditions set forth herein, and (iii) resolving to make the Company Board Recommendationwould not have a quepasa Material Adverse Effect. As of the date of used through this Agreement, none the term "quepasa Material Adverse Effect" means an effect which is materially adverse to the financial condition, business, results of the aforesaid actions by the Company Board has been amendedoperations, rescinded assets, liabilities, operations or modified.prospects of quepasa or Credito (as their respective businesses are presently conducted). Except for such filings to be made pursuant to

Authority Relative to this Agreement. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to receipt of the Company Shareholder Approval, and to consummate the Transactionstransactions contemplated hereby. The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the Transactions transactions contemplated hereby have been duly and validly authorized by all necessary corporate action, action and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions transactions so contemplated (except for (i) receipt of the Company Shareholder Approval and (ii) the filing of the Merger Proposal and Merger Notice with the Companies Registrar and all such other notices or filings required under the ICL than, with respect to the consummation Merger, the adoption of this Agreement by the holders of a majority in voting power of the Mergeroutstanding shares of each of the Company Common Stock and the Class B Stock each voting separately as a class, if and to the extent required by applicable law (the "Company Requisite Vote"), and the filing with the Secretary of State of the State of Delaware of the Certificate of Merger as required by the DGCL). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof by Parent and Merger SubPurchaser, constitutes a legal, valid and binding obligation of the Company, Company enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or and other similar Laws, now laws relating to or hereafter in effect, affecting creditors’ ' rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and (ii) the remedy an implied covenant of specific performance good faith and injunctive and other forms fair dealing. The Board of equitable relief may be subject to equitable defenses and to the discretion Directors of the court before which any proceeding therefor may be brought. (b) The Company Board, at a meeting duly called and held in compliance with at which all directors of the requirements of ICL Company were present, duly and the Articles of Association prior to the execution of this Agreement, unanimously adopted resolutions (i) resolving that has approved this Agreement and the Transactions are fair totransactions contemplated hereby and approved, if and in to the best interests ofextent such approval is required to effect a conversion of all of the Class B Stock pursuant to the Stockholders Agreement, the Company and its shareholders and that, considering the financial position conversion of all of the merging companiesClass B Stock into Company Common Stock pursuant to Article Fourth, no reasonable concern exists that Section A.III(e) of the Surviving Company will be unable Restated Certificate. Subject to fulfill the obligations applicability of Section 253 of the DGCL, the only vote of the stockholders of the Company required to its creditors, (ii) approving adopt this Agreement and the Transactions on the terms and subject to the conditions set forth herein, and (iii) resolving to make is the Company Board Recommendation. As of the date of this Agreement, none of the aforesaid actions by the Company Board has been amended, rescinded or modifiedRequisite Vote.

Authority Relative to this Agreement. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to receipt of the Company Shareholder Approval, to consummate the Transactions. The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the Transactions have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions (except for (i) receipt of the Company Shareholder Approval and (ii) the filing of the Merger Proposal and Merger Notice with the Companies Registrar and all such other notices or filings required under the ICL with respect to the consummation of the Merger). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent Parent, Merger Sub and Merger SubGuarantor, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally, and (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 Company BoardBoard of Directors, at a meeting duly called and held in compliance with the requirements of ICL and the Articles of Association prior to the execution of this AgreementAssociation, unanimously adopted resolutions (i) resolving that this Agreement and the Transactions are fair to, and in the best interests of, the Company and its shareholders the Company Shareholders and that, considering the financial position of the merging companies, no reasonable concern exists that the Surviving Company will be unable to fulfill the obligations of the Company to its creditors, (ii) approving this Agreement and the Transactions on the terms and subject to the conditions set forth herein, and (iii) resolving to make make, subject to Section 5.2, the Company Board Recommendation. As of the date of this Agreement, none of the aforesaid actions by the Company Board has been amended, rescinded or modified.

Authority Relative to this Agreement. (a) The Company Each of Parent and Merger Sub has all necessary the requisite corporate power and authority to execute and deliver this Agreementdeliver, and to perform its obligations hereunder under, this Agreement and the Company Option Agreement and, subject to receipt obtaining the necessary approval of the Company Shareholder Approvalits stockholders, to consummate the TransactionsMerger and the other provisions contemplated hereby and thereby under applicable law. The execution, execution and delivery by Parent and performance Merger Sub of this Agreement by and the Company Option Agreement, and the consummation by the Company of the Transactions Merger and the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary corporate action, the Board of Directors of Parent and Merger Sub and no other corporate proceedings on the part of the Company Parent or Merger Sub are necessary to authorize this Agreement or the Company Option Agreement or to consummate the Transactions Merger or other transactions contemplated hereby and thereby (except for (i) receipt of other than approval by the Company Shareholder Approval and (ii) the filing of the Merger Proposal and Merger Notice with the Companies Registrar and all such other notices or filings Parent's stockholders required under the ICL with respect to the consummation of the Mergerby applicable law). This Agreement has and the Company Option Agreement have been duly and validly executed and delivered by the Company Parent and Merger Sub and, assuming the due authorization, execution and delivery by of this Agreement, is a valid and binding obligation of Parent and Merger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company them in accordance with its terms, except to the extent that (i) such enforcement its enforceability may be subject to limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Lawslaws affecting the enforcement of creditors rights generally or by general equitable principles. The shares of Parent Common Stock to be issued by Parent pursuant to the Merger, now as well as the Parent Options and the shares of Parent Common Stock to be issued upon exercise thereof: (i) have been duly authorized, and, when issued in accordance with the terms of the Merger and this Agreement (or hereafter in effectthe applicable option agreements), affecting creditors’ rights generallywill be validly issued, fully paid and (ii) the remedy of specific performance non-assessable and injunctive and other forms of equitable relief may will not be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (b) The Company Board, at a meeting duly called and held in compliance with the requirements of ICL and the Articles of Association prior to the execution of this Agreement, unanimously adopted resolutions (i) resolving that this Agreement and the Transactions are fair to, and in the best interests of, the Company and its shareholders and that, considering the financial position of the merging companies, no reasonable concern exists that the Surviving Company will be unable to fulfill the obligations of the Company to its creditorspreemptive rights, (ii) approving this Agreement and the Transactions be listed on the terms and subject to the conditions set forth herein, OTC-BB Market and (iii) resolving to make the Company Board Recommendation. As will be issued free and clear of the date of this Agreement, none of the aforesaid actions by the Company Board has been amended, rescinded or modifiedany Liens.

Authority Relative to this Agreement. (a) The Company NON-CONTRAVENTION. Except for the Requisite Merger Sub Stockholder Vote, each of Bergamo and Merger Sub has all necessary or will have the requisite corporate power and authority to execute and deliver enter into this Agreement, the Certificate of Merger and the other agreements described herein to perform which it is or will be a party and to carry out its obligations hereunder and, subject to receipt of the Company Shareholder Approval, to consummate the Transactionsand thereunder. The execution, execution and delivery and performance of this Agreement Agreement, the Certificate of Merger by Bergamo and Merger Sub and the Company other agreements described herein, and the consummation by the Company Bergamo and Merger Sub of the Transactions transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate actionthe Board of Directors of Bergamo. Except for approval of this Agreement and the Merger by the Requisite Merger Sub Stockholder Vote, and no other corporate proceedings on the part of the Company Bergamo or Merger Sub are necessary to authorize the execution and delivery of this Agreement or to consummate and the Transactions (except for (i) receipt Certificate of the Company Shareholder Approval Merger and (ii) the filing of the Merger Proposal and Merger Notice with the Companies Registrar and all such other notices or filings required under the ICL with respect to the consummation of the Merger)transactions contemplat ed hereby. This Agreement has been duly and validly executed and delivered by the Company Bergamo and, assuming the due authorization, execution and delivery by Parent and Merger Sub, constitutes it is a legal, valid and binding obligation of CSC, constitutes a valid and binding obligation of Bergamo enforceable in accordance with its terms except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generally. The Certificate of Merger, when executed and delivered by Merger Sub, will constitute the Company, valid and binding obligation of Merger Sub enforceable against the Company in accordance with its terms. Bergamo is not subject to, except that nor obligated under, any provision of (ia) such enforcement may be subject to applicable bankruptcyits Certificate of Incorporation, insolvencyits Articles of Incorporation or Bylaws, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally, and (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 Company Boardany agreement, at arrangement or understanding, (c) any license, franchise or permit, nor (d) subject to obtaining the approvals referred to in the next sentence, any law, regulation, order, judgment or decree, which would conflict with, be breached or violated, or in respect of which a meeting duly called and held in compliance with right of termination or acceleration or any security interest, charge or encumbrance on any of its assets would be created, by the requirements execution, delivery or performance of ICL and the Articles of Association prior to the execution of this Agreement, unanimously adopted resolutions (i) resolving that this Agreement and the Transactions are fair toCertificate of Merger, and or the consummation of the transactions contemplated hereby or thereby, other than any such conflicts, breaches, violations, rights of termination or acceleration or security interests, charges or encumbrances which, in the best interests ofaggregate, the Company and its shareholders and that, considering the financial position could not reasonably be expected to have a Material Adverse Effect on Bergamo. Except for (a) approval of the merging companies, no reasonable concern exists that Merger and this Agreement by the Surviving Company will be unable to fulfill the obligations requisite vote of the Company to its creditors, stockholders of Merger Sub (ii) approving this Agreement and the Transactions on the terms and subject to the conditions set forth herein"Requisite Merger Sub Stockholder Vote"), and (iiib) resolving to make the Company Board Recommendation. As filing of the date Certificate of Merger with the Delaware Secretary of State and the California Secretary of State, no authorization, consent or approval of, or filing with, any public body, court or authority is necessary on the part of Bergamo or any Bergamo Subsidiary for the consummati on by Bergamo or Merger Sub of the transactions contemplated by this Agreement, none of except for such authorizations, consents, approvals and filings as to which the aforesaid actions by failure to obtain or make the Company Board has been amendedsame will not, rescinded in the aggregate, have a Material Adverse Effect on Bergamo or modifiedMerger Sub.