Common use of Authorization and Validity of Agreement Clause in Contracts

Authorization and Validity of Agreement. The Company has full corporate power and authority to execute and deliver this Agreement and the Share Option Agreement, to perform its obligations hereunder and thereunder and, subject, in the case of this Agreement, to obtaining any necessary stockholder approval of the Merger, to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and the Share Option Agreement by the Company, and the consummation by it of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action on the part of the Company (including the authorization and approval of the Board of Directors of the Company), subject (in the case of this Agreement) to the approval of the Merger by the Company's stockholders in accordance with the DGCL. The Board of Directors of the Company (at a meeting duly called and held) has (a) determined that the Merger is advisable and fair and in the best interests of the Company and its stockholders, and (b) recommended the approval and adoption of this Agreement and approval of the Merger by the holders of Company Common Stock and directed that this Agreement and the Merger be submitted for consideration by the Company's stockholders at the Special Meeting. The Board of Directors of the Company has taken all action necessary to render inapplicable, as it relates to Parent, the provisions of Section 203 of the DGCL. No other corporate action on the part of the Company is necessary to authorize the execution, delivery and performance of this Agreement and the Share Option Agreement by the Company and the consummation of the transactions contemplated hereby and thereby (other than, in the case of this Agreement, the approval of the Merger by the holders of at least a majority of the outstanding Company Common Stock). To the Company's knowledge, no other state takeover statute or similar statute or regulation applies or purports to apply to the Merger, this Agreement, the Share Option Agreement or the transactions contemplated hereby and thereby. This Agreement and the Share Option Agreement have been duly executed and delivered by the Company and each is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except to the extent that its enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors' rights generally and by general equitable principles.

Authorization and Validity of Agreement. The Company has full all requisite corporate power and authority to execute and deliver enter into this Agreement and the Share Option Agreement, to perform its obligations hereunder and thereunder and, subject, in the case of this Agreement, to obtaining any necessary stockholder approval of the Merger, to consummate the transactions contemplated hereby and therebyhereby. The execution, delivery and performance by the Company of this Agreement and the Share Option Agreement consummation by the Company, and the consummation by it Company of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary corporate action on the part of the Company (including the authorization and approval of the Board of Directors of the Company), subject (in the case of this Agreement) to the approval of the Merger by the Company's stockholders in accordance with the DGCL. The Board of Directors of the Company (at a meeting duly called and held) has (a) determined that the Merger is advisable and fair and in the best interests of the Company and its stockholders, and (b) recommended the approval and adoption of this Agreement and approval of the Merger by the holders of Company Common Stock and directed that this Agreement and the Merger be submitted for consideration by the Company's stockholders at the Special Meeting. The Board of Directors of the Company has taken all action necessary to render inapplicable, as it relates to Parent, the provisions of Section 203 of the DGCL. No no other corporate action or proceeding on the part of the Company is or will be necessary to authorize for the execution, delivery and performance by the Company of this Agreement and the Share Option Agreement consummation by the Company of the transactions contemplated hereby (other than the approval of the Acquisition and the consummation of the transactions contemplated hereby and thereby (other than, in by this Agreement by the case affirmative vote of this Agreement, the approval of the Merger by the holders of at least a majority of the outstanding stock of the Company Common Stockentitled to vote thereon (the “Stockholder Approval”). To the Company's knowledge, no other state takeover statute or similar statute or regulation applies or purports to apply to the Merger, this Agreement, the Share Option Agreement or the transactions contemplated hereby and thereby. This Agreement and the Share Option Agreement have has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and each is delivery hereof by the Buyer, constitutes a legal, valid and binding obligation of the Company Company, enforceable against the Company it in accordance with its terms, except to the extent that its enforceability may be subject to applicable limited by bankruptcy, insolvency, reorganization, moratorium and similar or other laws relating to or affecting the enforcement of creditors' ’ rights generally and by general equitable principlesequity principles (whether considered in a proceeding in equity or at law). The Company’s Board of Directors, by resolutions duly adopted at a meeting duly called and held, has (i) determined that the Acquisition and the transactions contemplated by this Agreement are expedient and in the best interests of the Company and its stockholders and declared the Acquisition and the transactions contemplated by this Agreement advisable, (ii) approved this Agreement and the transactions contemplated by this Agreement, including the Acquisition, and (iii) recommended that the stockholders of the Company approve this Agreement and the consummation of the transactions contemplated hereby and directed that such matter be submitted for consideration by the stockholders of the Company at the meeting of the stockholders to obtain the Stockholder Approval. The only vote of the stockholders of the Company required to approve the Acquisition and the consummation of the transactions contemplated by this Agreement is the Stockholder Approval.

Authorization and Validity of Agreement. The Company has full corporate power and authority to execute and deliver this Agreement and the Share Option Agreement, to perform its obligations hereunder and thereunder and, subject, in the case of this Agreement, to obtaining any necessary stockholder approval of the Merger, to consummate the transactions contemplated hereby and thereby. (a) The execution, delivery and performance by Buyer of this Agreement and each of the Share Option Agreement by the Company, Ancillary Agreements to which it is a party and the consummation by it Buyer of the transactions contemplated hereby and thereby, thereby have been duly authorized by all necessary corporate action on the part board of the Company (including the authorization and approval directors of the Board of Directors of the Company), subject (in the case of this Agreement) to the approval of the Merger by the Company's stockholders in accordance with the DGCL. The Board of Directors of the Company (at a meeting duly called and held) has (a) determined that the Merger is advisable and fair and in the best interests of the Company and its stockholdersBuyer, and (b) recommended the approval and adoption of this Agreement and approval of the Merger by the holders of Company Common Stock and directed that this Agreement and the Merger be submitted for consideration by the Company's stockholders at the Special Meeting. The Board of Directors of the Company has taken all action necessary to render inapplicable, as it relates to Parent, the provisions of Section 203 of the DGCL. No no other corporate action on the part of the Company Buyer is or will be necessary to authorize for the execution, delivery and performance by Buyer of this Agreement and Agreement, each of the Share Option Agreement by the Company Ancillary Agreements to which it is a party and the consummation by Buyer of the transactions contemplated hereby and thereby (other thanhereby, in except for the case of this Agreement, the approval of the Merger by the holders of at least a majority of the outstanding Company Common Stock). To the Company's knowledge, no other state takeover statute or similar statute or regulation applies or purports to apply to the Merger, this Agreement, the Share Option Agreement or the transactions contemplated hereby and therebyBuyer Stockholder Approval. This Agreement has been, and each of the Share Option Agreement have been Ancillary Agreements to which the Buyer is a party shall be when delivered, duly executed and delivered by the Company Buyer and each is constitutes, or when delivered shall constitute, a legal, valid and binding obligation of the Company Buyer, enforceable against the Company Buyer in accordance with its terms, except to the extent that its enforceability may be subject to applicable limited by bankruptcy, insolvency, reorganization, moratorium and similar moratorium, fraudulent conveyance or other laws relating to or affecting the enforcement of creditors' ’ rights generally and by general equitable equity principles. (b) The affirmative vote of a majority of the outstanding shares of Buyer Common Stock that are voted at a duly held stockholders meeting (the “Buyer Stockholder Meeting”) to approve the Business Combination contemplated by this Agreement and the other transactions contemplated by the Cross Purchase Agreement and the Equity Incentive Plan contemplated by this Agreement is the only vote of any of Buyer’s capital stock necessary in connection with the consummation of the Closing (the “Buyer Stockholder Approval”). (c) At a meeting duly called and held, Buyer’s board of directors (including any required committee or subgroup of Buyer’s board of directors) has: (i) determined that this Agreement, each of the Ancillary Agreements to which it is a party and the transactions contemplated hereby and thereby are fair to and in the best interests of Buyer’s stockholders; (ii) approved and adopted this Agreement, each of the Ancillary Agreements to which it is a party and the transactions contemplated hereby and thereby; (iii) determined that the fair market value of the Companies and their respective Subsidiaries is equal to at least 80% of the initial amount held in the Trust Account excluding underwriters’ deferred commissions; and (iv) resolved to recommend to stockholders adoption of this Agreement and the Equity Incentive Plan. (d) Buyer’s board of directors has approved this Agreement and each of the Ancillary Agreements to which it is a party and the transactions contemplated hereby and thereby for purposes of Section 203 of the DGCL.

Authorization and Validity of Agreement. The Company has full the requisite corporate power and authority to execute and execute, deliver and, subject to receipt of the Required Company Vote, perform its obligations under this Agreement and the Share Option Agreement, to perform its obligations hereunder and thereunder and, subject, in the case of this Agreement, to obtaining any necessary stockholder approval of the Merger, to consummate the transactions contemplated hereby and therebyhereby. The execution, execution and delivery and performance of this Agreement and the Share Option Agreement by the Company, the performance by the Company of its obligations hereunder and the consummation by it of the transactions contemplated hereby and thereby, have been duly authorized by the Board of Directors of the Company and all other necessary corporate action on the part of the Company, other than the Required Company (including Vote, and no other corporate proceedings on the authorization and approval part of the Board of Directors of Company are necessary to authorize this Agreement or the Company), subject (in the case of this Agreement) to the approval of the Merger by the Company's stockholders in accordance with the DGCLtransactions contemplated hereby. The Board of Directors of the Company (Company, by resolutions duly adopted by unanimous vote at a meeting of all directors of the Company duly called and held) has held and, as of the date hereof, not subsequently rescinded or modified in any way, has, as of the date hereof (ai) determined that this Agreement and the Merger is advisable and transactions contemplated by this Agreement, including the Merger, are fair to, and in the best interests of, the Company’s stockholders, (ii) approved and declared advisable the “agreement of merger” (as such term is used in Section 251 of the Company and its stockholders, and (bDGCL) recommended the approval and adoption of this Agreement and approval of the Merger by the holders of Company Common Stock and directed that contained in this Agreement and the Merger be submitted for consideration by the Company's stockholders at the Special Meeting. The Board of Directors of the Company has taken all action necessary to render inapplicable, as it relates to Parent, the provisions of Section 203 of the DGCL. No other corporate action on the part of the Company is necessary to authorize the execution, delivery and performance of this Agreement and the Share Option Agreement by the Company and the consummation of the transactions contemplated hereby and thereby (other than, in the case of by this Agreement, the approval of the Merger by the holders of at least a majority of the outstanding Company Common Stock). To the Company's knowledge, no other state takeover statute or similar statute or regulation applies or purports to apply to including the Merger, in accordance with the DGCL, (iii) directed that the “agreement of merger” contained in this AgreementAgreement be submitted to Company’s stockholders for adoption, and (iv) resolved to recommend that Company stockholders adopt the “agreement of merger” set forth in this Agreement (collectively, the Share Option Agreement or the transactions contemplated hereby and thereby“Company Board Recommendation”). This Agreement and the Share Option Agreement have has been duly and validly executed and delivered by the Company and, assuming due execution and each is delivery by Parent and Merger Sub, shall constitute a legal, valid and binding obligation of the Company Company, enforceable against the Company it in accordance with its terms, except to the extent that its enforceability may be subject to applicable (i) the effect of bankruptcy, insolvencyfraudulent conveyance, reorganization, moratorium and other similar laws Laws relating to or affecting the enforcement of creditors' ’ rights generally and by (ii) general equitable principlesprinciples (whether considered in a proceeding in equity or at law) (the “Enforceability Limitations”).

Authorization and Validity of Agreement. The Company (a) PDC has full all requisite corporate power and authority to execute and deliver this Agreement and the Share Option Agreement, each of the Ancillary Agreements to which it is a party and to perform all of its obligations hereunder and thereunder and, subject, in the case of this Agreement, to obtaining any necessary stockholder approval of the Merger, to consummate the transactions contemplated hereby and therebythereunder. The execution, delivery and performance by PDC of this Agreement and each of the Share Option Agreement Ancillary Agreements to which it is a party and the consummation by PDC of the transactions contemplated hereby and thereby have been duly authorized by the Companyboard of directors of PDC, and no other action on the part of PDC is or will be necessary for the execution, delivery and performance by PDC of this Agreement, each of the Ancillary Agreements to which it is a party and the consummation by it of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action on except for the part of the Company (including the authorization and approval of the Board of Directors of the Company), subject (in the case of this Agreement) to the approval of the Merger by the Company's stockholders in accordance with the DGCL. The Board of Directors of the Company (at a meeting duly called and held) has (a) determined that the Merger is advisable and fair and in the best interests of the Company and its stockholders, and (b) recommended the approval and adoption of this Agreement and approval of the Merger by the holders of Company Common Stock and directed that this Agreement and the Merger be submitted for consideration by the Company's stockholders at the Special Meeting. The Board of Directors of the Company has taken all action necessary to render inapplicable, as it relates to Parent, the provisions of Section 203 of the DGCL. No other corporate action on the part of the Company is necessary to authorize the execution, delivery and performance of this Agreement and the Share Option Agreement by the Company and the consummation of the transactions contemplated hereby and thereby (other than, in the case of this Agreement, the approval of the Merger by the holders of at least a majority of the outstanding Company Common Stock). To the Company's knowledge, no other state takeover statute or similar statute or regulation applies or purports to apply to the Merger, this Agreement, the Share Option Agreement or the transactions contemplated hereby and therebyPDC Stockholder Approval. This Agreement has been, and each of the Share Option Agreement have been Ancillary Agreements to which PDC is a party shall be when delivered, duly executed and delivered by the Company PDC and each is constitutes, or when delivered shall constitute, a legal, valid and binding obligation of the Company PDC, enforceable against the Company PDC in accordance with its terms, except to the extent that its enforceability may be subject to applicable limited by bankruptcy, insolvency, reorganization, moratorium and similar moratorium, fraudulent conveyance or other laws relating to or affecting the enforcement of creditors' ’ rights generally and by general equitable equity principles. (b) The approval by the ESOP as the sole shareholder of PDC to approve this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby is the only vote of any holders of PDC’s capital stock necessary in connection with the consummation of the Closing (the “PDC Stockholder Approval”). (c) At a meeting duly called and held, PDC’s board of directors (including any required committee or subgroup of PDC’s board of directors) has: (i) determined that this Agreement, each of the Ancillary Agreements to which PDC is a party and the transactions contemplated hereby and thereby are fair to and in the best interests of PDC’s stockholders; (ii) approved and adopted this Agreement, each of the Ancillary Agreements to which PDC is a party and the transactions contemplated hereby and thereby; and (iii) resolved to recommend to PDC shareholder adoption of this Agreement.

Authorization and Validity of Agreement. The Company has full the requisite corporate power and authority to execute and deliver this Agreement Agreement, and subject to obtaining the Share Option AgreementCompany Stockholder Approval, to perform its obligations hereunder and thereunder andto consummate the Merger and the other transactions contemplated hereby. The Board of Directors of the Company, subjectat a meeting duly called and held at which all directors of the Company were present in accordance with the Bylaws of the Company, in duly adopted resolutions (the case of “Company Board Approval”) (a) approving and declaring advisable this Agreement, to obtaining any necessary stockholder approval the Merger and the other transactions contemplated hereby, (b) declaring that it is advisable and making a determination that it is in the best interests of the Merger, to Company and the Company Stockholders that the Company enter into this Agreement and consummate the transactions contemplated hereby Merger on the terms and therebysubject to the conditions set forth in this Agreement, (c) making a determination that this Agreement is fair to the Company and the Company Stockholders, (d) directing that this Agreement be submitted to a vote for adoption at a meeting of the Company Stockholders to be held as promptly as practicable as set forth in Section 6.2 and (e) recommending that the Company Stockholders adopt this Agreement, which resolutions have not been subsequently rescinded, modified or withdrawn in any way except as permitted by Section 6.2. The execution, delivery and performance of this Agreement and the Share Option Agreement by the Company, Company and the consummation by it the Company of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary corporate action on the part of the Company, and other than the Company Stockholder Approval no corporate authorizations or approvals on the part of the Company are necessary to approve this Agreement to consummate the transactions contemplated by this Agreement. The affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock as of the record date established for the Company Stockholders’ Meeting, voting as a single class at the Company Stockholders’ Meeting in favor of adopting this Agreement (including the authorization “Company Stockholder Approval”), is the only vote of the holders of any class or series of the Company’s capital stock necessary to approve and adopt this Agreement and the Merger. The approval of this Agreement, the Merger, the stockholders agreement and the transactions contemplated hereby and thereby by the Board of Directors of the Company), subject (in Company constitutes the case of this Agreement) to the approval of the Merger by the Company's stockholders in accordance with the DGCL. The Board of Directors of the Company (at a meeting duly called and held) has (a) determined that the Merger is advisable and fair and in the best interests of the Company and its stockholders, and (b) recommended the approval and adoption of this Agreement and approval of the Merger by the holders of Company Common Stock and directed that this Agreement and the Merger be submitted for consideration by the Company's stockholders at the Special Meeting. The Board of Directors of the Company has taken all only action necessary to render inapplicable, as it relates inapplicable to Parentthis Agreement, the provisions of Section 203 of Merger, the DGCL. No other corporate action on the part of the Company is necessary to authorize the execution, delivery stockholders agreement and performance of this Agreement and the Share Option Agreement by the Company and the consummation of the transactions contemplated hereby and thereby the restrictions on “business combinations” (other thanas defined in Section 203 of the DGCL) set forth in Section 203 of the DGCL to the extent, in the case of if any, such restrictions would otherwise be applicable to this Agreement, the approval of the Merger by the holders of at least a majority of the outstanding Company Common Stock). To the Company's knowledge, no other state takeover statute or similar statute or regulation applies or purports to apply to the Merger, this Agreement, the Share Option Agreement or stockholders agreement and the transactions contemplated hereby and thereby. This Agreement and Except for Ontario Securities Commission Rule 61-501, no state or foreign takeover or similar statute or regulation is applicable to this Agreement, the Share Option Agreement have been duly executed and delivered by Merger, the Company and each is a valid and binding obligation stockholders agreement or the other transactions contemplated hereby or thereby. Prior to the execution of the stockholders agreement, the Board of Directors of the Company enforceable against approved the Company in accordance with its terms, except to the extent that its enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors' rights generally and by general equitable principlesstockholders agreement.

Authorization and Validity of Agreement. The Board of Directors of the Company has declared the Merger advisable and fair to and in the best interest of the Company and the stockholders, unanimously approved and adopted this Agreement and the transactions contemplated hereby in accordance with the DGCL and recommended the approval and adoption of this Agreement by the Company’s stockholders. The Company has full corporate the requisite power and authority to execute and deliver this Agreement and the Share Option Agreement, to perform its obligations hereunder and thereunder and, subject, in the case of this Agreement, to obtaining any necessary stockholder approval of the Merger, to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and the Share Option Agreement by the Company, and the consummation by it of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action on the part of the Company (including the authorization and approval of the Board of Directors of the Company), subject (in the case of this Agreement) to the approval of the Merger by the Company's stockholders in accordance with the DGCLterms of this Agreement. The Board of Directors of the Company (at a meeting duly called and held) has (a) determined that the Merger is advisable and fair and in the best interests of the Company and its stockholders, and (b) recommended the approval and adoption of this Agreement and approval of the Merger by the holders of Company Common Stock and directed that this Agreement and the Merger be submitted for consideration by the Company's stockholders at the Special Meeting. The Board of Directors of the Company has taken all action necessary to render inapplicable, as it relates to Parent, the provisions of Section 203 of the DGCL. No other corporate action on the part of the Company is necessary to authorize duly authorized the execution, delivery and performance of this Agreement and the Share Option Agreement by the Company and the consummation of the transactions contemplated hereby and thereby (other than, in the case of this Agreement, the approval of the Merger by the holders of at least a majority of the outstanding Company Common Stock). To the Company's knowledge, no other state takeover statute or similar statute or regulation applies or purports to apply to the Merger, this Agreement, the Share Option Agreement or the transactions contemplated hereby and thereby. This Agreement and the Share Option Agreement have has been duly executed and delivered by the Company and each is a constitutes the legal, valid and binding obligation of the Company Company, enforceable against the Company in accordance with its terms, except to the extent that its enforceability as may be subject to applicable limited by any bankruptcy, insolvency, reorganization, moratorium and moratorium, fraudulent conveyance or other similar laws affecting the enforcement of creditors' ’ rights generally and or by general equitable principlesprinciples of equity. Concurrently with the execution of this Agreement, the holders of - - in excess of a majority of the Company Stock have executed written consents approving the Merger and the other transactions contemplated hereby, which action by written consent complies with the provisions of Section 228 of the DGCL, the Company’s Organizational Documents and any other agreements between the Company and any holder of Company Stock relating to voting, consent or other approval rights. The offer to consummate the transactions contemplated by this Agreement is a “Section 5 Offer” as defined in that certain Stockholders Agreement, dated as of July 22, 2002, by and among the Company and certain stockholders of the Company (listed on Annex A thereto), and the notice of such Section 5 Offer referred to in Section 5(a) of such Stockholders Agreement and the notice and request referred to in Section 5(b) of such Stockholders Agreement will be delivered in accordance with the procedures set forth therein. No other action, vote or approval of the Company or the Stockholders is required to authorize the execution and delivery by the Company of this Agreement or the consummation by it of the Merger.

Authorization and Validity of Agreement. The Company has full corporate power and authority to execute and deliver this Agreement and the Share Option Agreement, to perform its obligations hereunder and thereunder and, subject, in the case of this Agreement, to obtaining any necessary stockholder approval of the Merger, to consummate the transactions contemplated hereby and thereby. (a) The execution, delivery and performance by Buyer of this Agreement and the Share Option Agreement by the Company, and the consummation by it Buyer of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action on the part board of the Company (including the authorization and approval directors of the Board of Directors of the Company), subject (in the case of this Agreement) to the approval of the Merger by the Company's stockholders in accordance with the DGCL. The Board of Directors of the Company (at a meeting duly called and held) has (a) determined that the Merger is advisable and fair and in the best interests of the Company and its stockholdersBuyer, and (b) recommended the approval and adoption of this Agreement and approval of the Merger by the holders of Company Common Stock and directed that this Agreement and the Merger be submitted for consideration by the Company's stockholders at the Special Meeting. The Board of Directors of the Company has taken all action necessary to render inapplicable, as it relates to Parent, the provisions of Section 203 of the DGCL. No no other corporate action on the part of the Company Buyer is or will be necessary to authorize for the execution, delivery and performance by Buyer of this Agreement and the Share Option Agreement consummation by the Company and the consummation Buyer of the transactions contemplated hereby and thereby (other thanhereby, in except for the case of this Agreement, the approval of the Merger by the holders of at least a majority of the outstanding Company Common Stock). To the Company's knowledge, no other state takeover statute or similar statute or regulation applies or purports to apply to the Merger, this Agreement, the Share Option Agreement or the transactions contemplated hereby and therebyBuyer Stockholder Approval. This Agreement and the Share Option Agreement have has been duly executed and delivered by the Company Buyer and each is a legal, valid and binding obligation of the Company Buyer, enforceable against the Company Buyer in accordance with its terms, except to the extent that its enforceability may be subject to applicable limited by bankruptcy, insolvency, reorganization, moratorium and similar moratorium, fraudulent conveyance or other laws relating to or affecting the enforcement of creditors' ’ rights generally and by general equitable equity principles. (b) The affirmative vote of a majority of the IPO Shares voted at a duly held stockholders meeting (the “Buyer Stockholder Meeting”) to approve the Initial Business Combination and Charter Amendment contemplated by this Agreement is the only vote of any of Buyer’s capital stock necessary in connection with the consummation of the Closing; provided that holders of more than thirty percent (30%) (minus one share) of the IPO Shares do not vote against the consummation of the transactions contemplated by this Agreement and exercise their rights to convert their IPO Shares into cash from the Trust Account in accordance with the provisions of Section 9.3 of Article IX of Buyer Certificate of Incorporation (the “Buyer Stockholder Approval”); provided, further, Buyer must also receive the consent of the holders of Public Warrants exercisable for a majority of the shares of Buyer Common Stock issuable on exercise of all outstanding Public Warrants to the Warrant Agreement Amendment in order to consummate the transactions contemplated hereby (the “Warrant Amendment Approval”). (c) At a meeting duly called and held, Buyer’s board of directors (including any required committee or subgroup of Buyer’s board of directors) has: (i) determined that this Agreement and the transactions contemplated hereby are fair to and in the best interests of Buyer’s stockholders; (ii) approved and adopted this Agreement and the transactions contemplated hereby; (iii) determined that the fair market value of the Companies are equal to at least 80% of the initial amount held in Buyer’s Trust Account excluding underwriters’ deferred commission; and (iv) resolved to recommend to stockholders adoption of this Agreement. (d) Subject to receipt of the Buyer Stockholder Approval, the Charter Amendment, when filed with the Delaware Secretary of State, will be effective in modifying Article II of Buyer Certificate of Incorporation such that consummation of the transactions contemplated hereby will not constitute a violation of such Article II.

Authorization and Validity of Agreement. The Company has full the requisite corporate power and authority to execute and execute, deliver and, subject to receipt of the Required Company Vote, perform its obligations under this Agreement and the Share Option Agreement, to perform its obligations hereunder and thereunder and, subject, in the case of this Agreement, to obtaining any necessary stockholder approval of the Merger, to consummate the transactions contemplated hereby and therebyhereby. The execution, execution and delivery and performance of this Agreement and the Share Option Agreement by the Company, the performance by the Company of its obligations hereunder and the consummation by it of the transactions contemplated hereby and thereby, have been duly authorized by the Board of Directors of the Company and all other necessary corporate action on the part of the Company, other than the Required Company (including Vote, and no other corporate proceedings on the authorization and approval part of the Board of Directors of Company are necessary to authorize this Agreement or the Company), subject (in the case of this Agreement) to the approval of the Merger by the Company's stockholders in accordance with the DGCLtransactions contemplated hereby. The Board of Directors of the Company (Company, by resolutions duly adopted by unanimous vote at a meeting of all directors of the Company duly called and held) has held and, as of the date hereof, not subsequently rescinded or modified in any way, has, as of the date hereof (ai) determined that this Agreement and the Merger is advisable and transactions contemplated by this Agreement, including the Merger, are fair to, and in the best interests of, the Company’s stockholders, (ii) approved and declared advisable the “agreement of merger” (as such term is used in Section 251 of the Company and its stockholders, and (bDGCL) recommended the approval and adoption of this Agreement and approval of the Merger by the holders of Company Common Stock and directed that contained in this Agreement and the Merger be submitted for consideration by the Company's stockholders at the Special Meeting. The Board of Directors of the Company has taken all action necessary to render inapplicable, as it relates to Parent, the provisions of Section 203 of the DGCL. No other corporate action on the part of the Company is necessary to authorize the execution, delivery and performance of this Agreement and the Share Option Agreement by the Company and the consummation of the transactions contemplated hereby and thereby (other than, in the case of by this Agreement, the approval of the Merger by the holders of at least a majority of the outstanding Company Common Stock). To the Company's knowledge, no other state takeover statute or similar statute or regulation applies or purports to apply to including the Merger, in accordance with the DGCL, (iii) directed that the “agreement of merger” contained in this AgreementAgreement be submitted to the Company’s stockholders for adoption, and (iv) resolved to recommend that Company stockholders adopt the “agreement of merger” set forth in this Agreement (collectively, the Share Option Agreement or the transactions contemplated hereby and thereby“Company Board Recommendation”). This Agreement and the Share Option Agreement have has been duly and validly executed and delivered by the Company and, assuming due execution and each is delivery by Parent and Merger Sub, shall constitute a legal, valid and binding obligation of the Company Company, enforceable against the Company it in accordance with its terms, except to the extent that its enforceability may be subject to applicable (i) the effect of bankruptcy, insolvencyfraudulent conveyance, reorganization, moratorium and other similar laws Laws relating to or affecting the enforcement of creditors' ’ rights generally and by (ii) general equitable principlesprinciples (whether considered in a proceeding in equity or at law).

Authorization and Validity of Agreement. (a) The Company has full the requisite corporate power and authority to execute and deliver this Agreement and the Share Option Agreement, to perform its obligations hereunder and thereunder and, subject, in the case of this Agreement, to obtaining any necessary stockholder approval of the Merger, to consummate the transactions contemplated hereby and therebyhereunder. The execution, delivery and performance of this Agreement and the Share Option Agreement by the Company, and the consummation by it of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action on the part of the Company (including the authorization and approval of the Board of Directors of the Company), subject (in the case of this Agreement) to the approval of the Merger by the Company's stockholders in accordance with the DGCL. The Board of Directors of the Company (at a meeting duly called and held) has (a) determined that the Merger is advisable and fair and in the best interests of the Company and its stockholders, and (b) recommended the approval and adoption of this Agreement and approval of the Merger by the holders of Company Common Stock and directed that this Agreement and the Merger be submitted for consideration by the Company's stockholders at the Special Meeting. The Board of Directors of the Company has taken all action necessary to render inapplicable, as it relates to Parent, the provisions of Section 203 of the DGCL. No other corporate action on the part of the Company is necessary to authorize the execution, delivery and performance of this Agreement and the Share Option Agreement by the Company and the consummation of the transactions contemplated hereby have been duly authorized and thereby approved by all requisite corporate action (other than, in including without limitation the case of this Agreement, the unanimous approval of the Merger Special Committee), subject to the adoption of this Agreement by the holders of at least a majority of the outstanding shares of Company Common Stock). To , which is the Company's knowledge, no other state takeover statute or similar statute or regulation applies or purports to apply to only shareholder vote required for approval of this Agreement and the consummation of the Merger, this Agreement, the Share Option Agreement or the transactions contemplated hereby and thereby. This Agreement and the Share Option Agreement have has been duly executed and delivered by the Company and, assuming due execution and each is delivery by the other parties hereto and assuming that this Agreement constitutes a valid and binding obligation of Parent and Acquisition Sub, constitutes the Company legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms. (b) At a Special Committee meeting duly called and held on October 21, except 1998, the Special Committee, based in part upon the opinion of the Independent Advisor, unanimously (i) determined that this Agreement and the Merger contemplated hereby are fair to and in the best interest of the Public Shareholders, (ii) approved, authorized and adopted this Agreement, the Merger and the other transactions contemplated hereby, and (iii) resolved to recommend the approval and adoption of this Agreement and the Merger by the shareholders of the Company. (c) At a Company Board meeting duly called and held on October 22, 1998, the Company Board, based in part upon the approval and recommendation of the Special Committee described in Section 3.02(b), (i) determined that this Agreement and the Merger contemplated hereby are fair to and in the best interest of the Public Shareholders, (ii) approved, authorized and adopted this Agreement, the Offer, the Merger and the other transactions contemplated hereby, and (iii) resolved to recommend the approval and adoption of this Agreement and the Merger by the shareholders of the Company. (d) The Independent Advisor has delivered to the extent Special Committee and to the Company Board its written opinion, dated prior to or as of the date of this Agreement, that its enforceability may based on the assumptions, qualifications and limitations contained therein, the cash consideration to be subject received by the Public Shareholders in the Merger is fair to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement such holders from a financial point of creditors' rights generally and by general equitable principlesview.

Authorization and Validity of Agreement. The Company Such Seller or Cypress has full corporate all requisite power and authority and, with respect to Sellers who are individuals, legal capacity, to execute and deliver this Agreement and the Share Option Agreement, to perform its obligations hereunder and thereunder and, subject, in the case of under this Agreement, to obtaining any necessary stockholder approval of the Merger, and to consummate the transactions contemplated hereby by this Agreement and therebythe Escrow Agreement With respect to Cypress or Sellers which are not individuals, Cypress or such Seller is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. The With respect to Cypress or Sellers which are not individuals, the execution, delivery and performance of this Agreement and the Share Option Escrow Agreement by the Company, such Seller or Cypress and the consummation by it such Seller or Cypress of the Sale and other transactions contemplated hereby and therebyhereby, have been duly authorized and approved by all necessary corporate its board of directors (or similar governing body), and no other entity, stockholder, member or partner action or proceeding on the part of the Company (including the authorization and approval of the Board of Directors of the Company), subject (in the case of this Agreement) to the approval of the Merger by the Company's stockholders in accordance with the DGCL. The Board of Directors of the Company (at a meeting duly called and held) has (a) determined that the Merger is advisable and fair and in the best interests of the Company and its such Seller or Cypress or such Seller’s or Cypress’ stockholders, and (b) recommended the approval and adoption of this Agreement and approval of the Merger by the holders of Company Common Stock and directed that this Agreement and the Merger be submitted for consideration by the Company's stockholders at the Special Meeting. The Board of Directors of the Company has taken all action necessary to render inapplicable, as it relates to Parent, the provisions of Section 203 of the DGCL. No other corporate action on the part of the Company members or partners is necessary to authorize the execution, delivery and performance of this Agreement and the Share Option Agreement by the Company such Seller or Cypress and the consummation by such Seller or Cypress of the Sale and the other transactions contemplated hereby by this Agreement and thereby (other than, in the case of this Escrow Agreement, the approval of the Merger by the holders of at least a majority of the outstanding Company Common Stock). To the Company's knowledge, no other state takeover statute or similar statute or regulation applies or purports to apply to the Merger, this Agreement, the Share Option Agreement or the transactions contemplated hereby and thereby. This Agreement and the Share Option Agreement have has been duly executed and delivered by such Seller or Cypress and, assuming the Company due execution of this Agreement by Purchaser and each is of the other Sellers party hereto, this Agreement constitutes a valid and binding obligation of the Company such Seller or Cypress, enforceable against the Company such Seller or Cypress in accordance with its terms, except to the extent that its such enforceability may be subject to to, and limited by, applicable bankruptcy, insolvency, reorganization, moratorium moratorium, receivership and similar laws affecting the enforcement of creditors' ’ rights generally generally, and by general equitable principles. The execution of the Escrow Agreement by the Stockholders Representative will fully bind such Seller to the escrow as if the Escrow Agreement was executed and delivered by such Seller.