Common use of Authorization, Validity and Effect of Agreements Clause in Contracts

Authorization, Validity and Effect of Agreements. Seller has the requisite power and authority to enter into the transactions contemplated hereby, to execute and deliver this Agreement and to perform its obligations hereunder. The Special Committee has, by resolutions duly adopted by unanimous vote of its members, (i) determined that (A) the Merger is advisable and in the best interests of Seller and its stockholders (other than the Continuing Stockholders), and (B) the Merger Consideration to be received for outstanding Seller Common Shares and outstanding options and warrants to purchase Seller Common Shares in the Merger is fair to the securityholders of Seller who will be entitled to receive such Merger Consideration (other than the Continuing Stockholders), (ii) recommended that the Seller Board approve and adopt this Agreement, the Merger and the other transactions contemplated hereby, and (iii) recommended approval and adoption by the stockholders of Seller of this Agreement and the transactions contemplated hereby. The Seller Board has, by resolutions duly adopted by unanimous vote of its members (other than the Continuing Stockholders), approved and adopted this Agreement, the Merger and the transactions contemplated hereby and has agreed to recommend that the holders of Seller Common Shares approve and adopt this Agreement, the Merger and the transactions contemplated hereby at the Stockholders Meeting (as defined in Section 7.3(e) hereof), which will be held in accordance with the provisions of Section 7.3. In connection with the foregoing, the Seller Board has taken such actions and votes as are necessary on its part to render the provisions of Section 203 of the DGCL and all other takeover statutes applicable to Delaware corporations and any other applicable takeover statutes of any other state, inapplicable to this Agreement, the Merger and the transactions contemplated by this Agreement. The execution and delivery by Seller of this Agreement and, subject only to the approval of this Agreement and the transactions contemplated hereby by the holders of a majority of the outstanding Seller Common Shares, the consummation of the transactions contemplated hereby have been duly authorized by all requisite corporate action on the part of the Seller and no other corporate proceedings on the part of the Seller are necessary to authorize this Agreement and the transactions contemplated hereby, other than the filing of the Certificate of Merger. This Agreement constitutes the valid and legally binding obligations of Seller enforceable against it in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights generally, and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

Authorization, Validity and Effect of Agreements. Seller (a) Each of Grey Wolf and Holdings has the requisite corporate power and authority to enter into the transactions contemplated hereby, to execute and deliver this Agreement and all other agreements, instruments, certificates and documents contemplated hereunder (collectively, the “Related Documents”) to which it is, or will become, a party, to perform its obligations hereunderhereunder and thereunder and to consummate, in the case of Grey Wolf, the Grey Wolf Merger and, in the case of Holdings, the Mergers, and all other transactions contemplated hereunder and thereunder, subject to the approval of the Grey Wolf Proposals by Grey Wolf’s stockholders. The Special Committee hasexecution, by resolutions duly adopted by unanimous vote delivery and performance of its membersthis Agreement and the Related Documents and the consummation of, (i) determined that (A) the Merger is advisable and in the best interests case of Seller and its stockholders (other than Grey Wolf, the Continuing Stockholders)Grey Wolf Merger and, and (B) the Merger Consideration to be received for outstanding Seller Common Shares and outstanding options and warrants to purchase Seller Common Shares in the Merger is fair to the securityholders case of Seller who will be entitled to receive such Merger Consideration (other than the Continuing Stockholders), (ii) recommended that the Seller Board approve and adopt this AgreementHoldings, the Merger Mergers and the other transactions contemplated hereby, hereunder and (iii) recommended approval and adoption by the stockholders of Seller of this Agreement and the transactions contemplated hereby. The Seller Board has, by resolutions duly adopted by unanimous vote of its members (other than the Continuing Stockholders), approved and adopted this Agreement, the Merger and the transactions contemplated hereby and has agreed to recommend that the holders of Seller Common Shares approve and adopt this Agreement, the Merger and the transactions contemplated hereby at the Stockholders Meeting (as defined in Section 7.3(e) hereof), which will be held in accordance with the provisions of Section 7.3. In connection with the foregoing, the Seller Board has taken such actions and votes as are necessary on its part to render the provisions of Section 203 of the DGCL and all other takeover statutes applicable to Delaware corporations and any other applicable takeover statutes of any other state, inapplicable to this Agreement, the Merger and the transactions contemplated by this Agreement. The execution and delivery by Seller of this Agreement and, subject only to the approval of this Agreement and the transactions contemplated hereby by the holders of a majority of the outstanding Seller Common Shares, the consummation of the transactions contemplated hereby thereunder have been duly authorized by all requisite corporate action on the part behalf of the Seller Grey Wolf and Holdings, and no other corporate proceedings on the part of the Seller by Grey Wolf or Holdings are necessary to authorize the execution and delivery of this Agreement or the Related Documents or to consummate, in the case of Grey Wolf, the Grey Wolf Merger and, in the case of Holdings, the Mergers, and the other transactions contemplated herebyhereunder or under the Related Documents, other than except for the approval of the Grey Wolf Proposals by Grey Wolf’s stockholders, the filing of the Articles of Merger pursuant to the TBCA, the filing of the Certificate of Merger. This Agreement constitutes the valid and legally binding obligations of Seller enforceable against it in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights generally, and (ii) as limited by laws relating Mergers pursuant to the availability of specific performance, injunctive relief or other equitable remediesDGCL and the Governmental Authority applications and approvals described in Section 3.6(b).

Authorization, Validity and Effect of Agreements. Seller The Company has the requisite corporate power and authority to enter into the transactions contemplated hereby, to execute and deliver this Agreement, the Option Agreement, the Loan Agreement and to the Voting Agreement and enter into and perform its obligations hereunderhereunder and consummate the Transactions. The Special Committee hasCompany Board, by resolutions duly adopted by unanimous vote of its membersthe Board of Directors of the Company at a meeting duly called and held at which a quorum of not less than a majority of all of the directors of the Company was present and acting throughout, has duly (ia) determined that (A) the Merger is advisable and in the best interests of Seller and its stockholders (other than the Continuing Stockholders), and (B) the Merger Consideration to be received for outstanding Seller Common Shares and outstanding options and warrants to purchase Seller Common Shares in the Merger is fair to the securityholders of Seller who will be entitled to receive such Merger Consideration (other than the Continuing Stockholders), (ii) recommended that the Seller Board approve and adopt this Agreement, the Merger and the other transactions contemplated hereby, and (iii) recommended approval and adoption by the stockholders of Seller of this Agreement and the transactions contemplated hereby. The Seller Board has, by resolutions duly adopted by unanimous vote of its members (other than the Continuing Stockholders), approved and adopted this Agreement, the Merger and the transactions contemplated hereby and has agreed to recommend that the holders of Seller Common Shares approve and adopt this Option Agreement, the Merger Loan Agreement and Voting Agreement and the transactions contemplated hereby at the Stockholders Meeting (as defined in Section 7.3(e) hereof)Transactions, which will approval and adoption has not been rescinded or modified, (b) resolved to recommend this Agreement and the Merger to its shareholders for approval and (c) directed that this Agreement be held submitted to its shareholders for consideration in accordance with the provisions of Section 7.3WBCA and this Agreement. In connection with the foregoing, the Seller Company Board has taken such actions unanimously approved this Agreement, the Option Agreement, the Loan Agreement and votes as are necessary on its part to render the provisions Voting Agreement and the Transactions for purposes of Section 203 Chapter 23B.19 of the DGCL and all other takeover statutes WBCA such that the restrictions set forth in Section 23B.19.040 of the WBCA are not applicable to Delaware corporations and any other applicable takeover statutes of any other state, inapplicable to this Agreement, the Merger and Option Agreement, the transactions contemplated by this AgreementLoan Agreement or the Voting Agreement or the consummation of the Transactions or to the Surviving Corporation or Parent or to any "affiliate" or "associate" of the Surviving Corporation (as those terms are defined in Section 23.B.19.040 of the WBCA), following the Merger. The execution and delivery by Seller No other State of this Agreement and, subject Washington takeover statute or similar statute or regulation is applicable to the Merger. Subject only to the approval of this Agreement and the transactions contemplated hereby by the holders of a majority two-thirds of the outstanding Seller shares of Company Common SharesStock, the execution by the Company of this Agreement, the Option Agreement, the Loan Agreement and the Voting Agreement and the consummation of the transactions contemplated hereby Transactions have been duly authorized by all requisite corporate action on the part of the Seller and no other corporate proceedings on the part Company. As of the Seller are necessary date hereof, all of the directors and the executive officers of the Company listed on Section 4.2 of the Company Disclosure Schedule have indicated that they presently intend to authorize vote all shares of Company Common Stock that they beneficially own to approve this Agreement and the transactions contemplated hereby, other than Transactions at the filing shareholders' meeting of the Certificate Company to be held in accordance with the provisions of MergerSection 6.3. This Agreement, the Voting Agreement, the Loan Agreement constitutes and the Option Agreement have each been duly and validly executed and delivered by the Company and, assuming in the case of this Agreement and the Option Agreement due and valid authorization, execution and delivery thereof by Parent and MergerCo, each constitute a valid and legally binding obligations obligation of Seller the Company, enforceable against it the Company in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights generally, and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

Authorization, Validity and Effect of Agreements. Seller VPT has the requisite power and authority to enter into the transactions contemplated hereby, hereby and to execute and deliver this Agreement and to perform its obligations hereunderAgreement. The Special Committee has, by resolutions duly adopted by unanimous vote Trustees of its members, (i) determined that (A) the Merger is advisable and in the best interests of Seller and its stockholders (other than the Continuing Stockholders), and (B) the Merger Consideration to be received for outstanding Seller Common Shares and outstanding options and warrants to purchase Seller Common Shares in the Merger is fair to the securityholders of Seller who will be entitled to receive such Merger Consideration (other than the Continuing Stockholders), (ii) recommended that the Seller Board approve and adopt VPT have approved this Agreement, the Merger and the other transactions contemplated herebyMerger, and (iii) recommended approval and adoption by the stockholders of Seller of this Agreement and the transactions contemplated hereby. The Seller Board has, by resolutions duly adopted by unanimous vote of its members (other than the Continuing Stockholders), approved this Agreement and adopted this Agreement, the Merger and the transactions contemplated hereby and has have agreed to recommend that the holders of Seller Common VPT Shares adopt and approve and adopt this Agreement, the Merger Merger, and the transactions contemplated hereby by this Agreement at the Stockholders Meeting (as defined in Section 7.3(e) hereof), VPT shareholders' meeting which will be held in accordance with the provisions of Section 7.39.3 hereof. In connection with the foregoing, the Seller Board has Trustees of VPT have taken such all necessary actions and votes as are necessary on its part to render the provisions of Section 203 Sections 3-602 and 3-701 of the DGCL and all other takeover statutes applicable to Delaware corporations and any other applicable takeover statutes of any other state, MGCL inapplicable to Buyer and Merger Subsidiary in connection with this Agreement, the Merger Merger, and the transactions contemplated by this Agreement. The execution and delivery To the knowledge of VPT, no other state takeover or similar statute or regulation applies to the Merger or any of the transactions contemplated by Seller of this Agreement andwith respect to VPT. As of the date hereof, subject all of the trustees and executive officers of VPT have indicated that they presently intend to vote all VPT Shares which they own to approve this Agreement, the Merger, and the transactions contemplated by this Agreement at the VPT shareholders meeting which will be held in accordance with the provisions of Section 9.3 hereof. Subject only to the approval of this Agreement and the transactions contemplated hereby by the holders of a majority two-thirds of the outstanding Seller Common SharesVPT Shares and the filing and acceptance for record of appropriate merger documents as required by Title 8 and the MGCL, the execution by VPT of this Agreement and the consummation of the transactions contemplated hereby by this Agreement have been duly authorized by all requisite corporate action on the part of the Seller and no other corporate proceedings on the part of the Seller are necessary to authorize VPT. Assuming this Agreement constitutes a valid and the transactions contemplated herebybinding obligation of Buyer and Merger Subsidiary, other than the filing of the Certificate of Merger. This this Agreement constitutes the valid and legally binding obligations obligation of Seller VPT, enforceable against it VPT in accordance with its terms, except (i) as limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights generally, and (ii) as limited by similar laws relating to the availability creditors' rights and general principles of specific performance, injunctive relief or other equitable remediesequity.

Authorization, Validity and Effect of Agreements. Seller CV has the requisite corporate power and authority, CV Trust has the requisite trust power and authority, and CV Partnership has the requisite partnership power and authority to enter into the transactions contemplated hereby, hereby and to execute and deliver this Agreement and to perform its obligations hereunder. The Special Committee has, by resolutions duly adopted by unanimous vote of its members, (i) determined that (A) the Merger is advisable and in the best interests of Seller and its stockholders (other than the Continuing Stockholders), and (B) the Merger Consideration to be received for outstanding Seller Common Shares and outstanding options and warrants to purchase Seller Common Shares in the Merger is fair to the securityholders of Seller who will be entitled to receive such Merger Consideration (other than the Continuing Stockholders), (iiextent a party hereto) recommended that the Seller Board approve and adopt this Agreement, the Merger and the other transactions contemplated hereby, and (iii) recommended approval and adoption by the stockholders of Seller of this Agreement and the transactions contemplated herebyAncillary Agreements to which it is a party. The Seller Board has, by resolutions duly adopted by unanimous vote of its members (other than the Continuing Stockholders), approved and adopted this Agreement, the Merger and the transactions contemplated hereby and has agreed to recommend that the holders of Seller Common Shares approve and adopt this Agreement, the Merger and the transactions contemplated hereby at the Stockholders Meeting (as defined in Section 7.3(e) hereof), which will be held in accordance with the provisions of Section 7.3. In connection with the foregoing, the Seller Board has taken such actions and votes as are necessary on its part to render the provisions of Section 203 of the DGCL and all other takeover statutes applicable to Delaware corporations and any other applicable takeover statutes of any other state, inapplicable to this Agreement, the Merger and the transactions contemplated by this Agreement. The execution and delivery by Seller of this Agreement and, subject Subject only to the approval of this Agreement and the transactions contemplated hereby by the holders of a majority of the outstanding Seller shares of CV Common SharesStock (the "CV Shareholder Approval") and the requisite CV Partnership Approvals, the consummation by the CV Entities (as defined below) of this Agreement to the extent parties hereto and the consummation by CV, CV Trust and CV Partnership (collectively the "CV Entities") of the Ancillary Agreements, and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all requisite corporate action on the part of the Seller and no other corporate proceedings on the part each of the Seller are necessary to authorize this CV Entities. This Agreement has been, and the transactions contemplated herebyAncillary Agreements when executed will be, other than the filing of the Certificate of Merger. This duly executed and delivered by CV and this Agreement constitutes the valid and legally binding obligations obligation of Seller CV, enforceable against it CV in accordance with its terms, except and the Ancillary Agreements to which any of the CV Entities is party (iwhen executed and delivered pursuant hereto) as limited by will constitute the valid and legally binding obligations of each of the CV Entities enforceable against each of them in accordance with their respective terms, in each case subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights generally, and (ii) as limited by similar laws relating to the availability creditors' rights and general principles of specific performance, injunctive relief or other equitable remediesequity.

Authorization, Validity and Effect of Agreements. Seller Cineplex Odeon has the requisite corporate power and authority to enter into the transactions contemplated hereby, to execute and deliver this Agreement and to perform its obligations hereunder. The Special Committee has, by resolutions duly adopted by unanimous vote of its members, (i) determined that (A) the Merger is advisable and in the best interests of Seller and its stockholders (other than the Continuing Stockholders), and (B) the Merger Consideration to be received for outstanding Seller Common Shares and outstanding options and warrants to purchase Seller Common Shares in the Merger is fair to the securityholders of Seller who will be entitled to receive such Merger Consideration (other than the Continuing Stockholders), (ii) recommended that the Seller Board approve and adopt this Agreement, the Merger and the other transactions contemplated hereby, and (iii) recommended approval and adoption by the stockholders of Seller of this Agreement and the transactions contemplated hereby. The Seller Board has, by resolutions duly adopted by unanimous vote of its members (other than the Continuing Stockholders), approved and adopted this Agreement, the Merger and the transactions contemplated hereby and has agreed to recommend that the holders of Seller Common Shares approve and adopt this Agreement, the Merger and the transactions contemplated hereby at the Stockholders Meeting (as defined in Section 7.3(e) hereof), which will be held in accordance with the provisions of Section 7.3. In connection with the foregoing, the Seller Board has taken such actions and votes as are necessary on its part to render the provisions of Section 203 each of the DGCL Documents to which it is a party and all other takeover statutes applicable agreements and documents contemplated thereby to Delaware corporations and any other applicable takeover statutes of any other state, inapplicable to this Agreement, the Merger and the transactions contemplated by this Agreementwhich it is a party. The execution and delivery by Seller of this Agreement and, subject Subject only to Cineplex Odeon Shareholder Approval and Court Approval for the approval of this Agreement and the transactions contemplated hereby by the holders of a majority of the outstanding Seller Common SharesArrangement, the consummation of the transactions contemplated hereby have Arrangement and the consummation by Cineplex Odeon of the other Transactions to which it is a party has been duly authorized by all requisite corporate action on the part of Cineplex Odeon, including, without limitation, all requisite approvals of the Seller Board of Directors of Cineplex Odeon, and no has been recommended to the Board of Directors of Cineplex Odeon by the special committee of independent directors (the "Special Committee"). Cineplex Odeon has previously delivered to LTM copies of resolutions adopted by unanimous vote of the Special Committee recommending, and of all members of the Board of Directors of Cineplex (other corporate proceedings than any member of the Board of Directors of Cineplex Odeon who reasonably and in good faith, after considering applicable provisions of law on the part basis of advice of counsel, pursuant to section 132 of the Seller are necessary to authorize this Agreement OBCA discloses his or her interest and does not vote on the resolution authorizing the execution and delivery of the Documents and the transactions contemplated hereby, other than the filing consummation of the Certificate Transactions) authorizing, Cineplex Odeon to execute and deliver the Documents to which it is a party and to consummate the Transactions to which it is a party, and, since the adoption thereof, such resolutions have not been amended, modified or withdrawn in any manner through the date of Mergerthis Agreement. This Agreement constitutes The Documents to which it is a party constitute, and all agreements and documents contemplated thereby to which it is a party (when executed and delivered pursuant hereto for value received) will constitute, the valid and legally binding obligations of Seller Cineplex Odeon, enforceable against it Cineplex Odeon in accordance with its their respective terms, except (i) as limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights generally, and (ii) as limited by similar laws relating to the availability creditors' rights and general principles of specific performance, injunctive relief or other equitable remediesequity. Section 2.3.

Authorization, Validity and Effect of Agreements. Seller The Company's Board of Directors has on or prior to the date of this Agreement (a) declared the Merger advisable and in the best interest of the Company and its stockholders and approved this Agreement in accordance with applicable Law, (b) resolved to recommend the approval of this Agreement by the Company's stockholders at a meeting thereof duly called and held in accordance with the Company's Certificate of Incorporation and Bylaws and the requirements of the DGCL (the "Stockholders Meeting") and (c) directed that this Agreement be submitted to the Company's stockholders for approval (collectively, the "Board Recommendation"). The Company has the requisite corporate power and authority to enter into the transactions contemplated hereby, to execute and deliver this Agreement and to perform its obligations hereunder. The Special Committee has, by resolutions duly adopted by unanimous vote of its members, (i) determined that (A) the Merger is advisable and in the best interests of Seller and its stockholders (other than the Continuing Stockholders), and (B) the Merger Consideration to be received for outstanding Seller Common Shares and outstanding options and warrants to purchase Seller Common Shares in the Merger is fair to the securityholders of Seller who will be entitled to receive such Merger Consideration (other than the Continuing Stockholders), (ii) recommended that the Seller Board approve and adopt this Agreement, the Merger and the other transactions contemplated hereby, and (iii) recommended approval and adoption by the stockholders of Seller of this Option Agreement and all other agreements and documents contemplated hereby (the transactions contemplated hereby. The Seller Board has, by resolutions duly adopted by unanimous vote of its members (other than the Continuing Stockholders), approved "Ancillary Documents") to which it is a party and adopted this Agreement, the Merger and to consummate the transactions contemplated hereby and has agreed to recommend that the holders of Seller Common Shares approve and adopt this Agreement, the Merger and the transactions contemplated hereby at the Stockholders Meeting (as defined in Section 7.3(e) hereof), which will be held in accordance with the provisions of Section 7.3. In connection with the foregoing, the Seller Board has taken such actions and votes as are necessary on its part to render the provisions of Section 203 of the DGCL and all other takeover statutes applicable to Delaware corporations and any other applicable takeover statutes of any other state, inapplicable to this Agreement, the Merger and the transactions contemplated by this Agreementthereby. The execution and delivery by Seller of this Agreement andAgreement, subject only to the approval of this Option Agreement and the transactions contemplated hereby Ancillary Documents to which it is a party by the holders of a majority of the outstanding Seller Common Shares, Company and the consummation by the Company of the transactions contemplated hereby and thereby have been duly and validly authorized by all requisite corporate action on the part Company's Board of the Seller Directors, and no other corporate proceedings on the part of the Seller Company are necessary to authorize this Agreement, the Option Agreement and the Ancillary Documents to which it is a party or to consummate the transactions contemplated hereby, hereby and thereby other than (i) assuming the accuracy of Parent's and Purchaser's representation and warranty set forth in Section 4.16, the approval of this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock (voting as one class with each share of Company Common Stock having one vote) (the "Company Stockholder Approval") and (ii) the filing and recordation of the Certificate of MergerMerger in accordance with the DGCL. This Agreement and the Option Agreement have been, and any Ancillary Document to which the Company is a party at the time of execution shall have been, duly and validly executed and delivered by the Company, and (assuming this Agreement and such Ancillary Documents each constitutes a valid and binding obligation of any other parties thereto) constitutes and will constitute the valid and legally binding obligations of Seller the Company, enforceable against it in accordance with its their respective terms, except (i) subject, as limited by to enforceability, to applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights generallysimilar laws, and (ii) as limited by laws now or hereafter in effect, relating to the availability creditors' rights and general principles of specific performance, injunctive relief or other equitable remediesequity.

Authorization, Validity and Effect of Agreements. Seller The Company has the ------------------------------------------------ requisite power and authority to enter into the transactions contemplated hereby, and to execute and deliver this Agreement and to perform its obligations hereunderAgreement. The Special Committee has, by resolutions duly adopted by unanimous vote of its members, (i) determined that (A) the Merger is advisable and in the best interests of Seller and its stockholders (other than the Continuing Stockholders), and (B) the Merger Consideration to be received for outstanding Seller Common Shares and outstanding options and warrants to purchase Seller Common Shares in the Merger is fair to the securityholders of Seller who will be entitled to receive such Merger Consideration (other than the Continuing Stockholders), (ii) recommended that the Seller Company Board approve and adopt has unanimously approved this Agreement, the Merger and the other transactions contemplated hereby, and (iii) recommended approval and adoption by the stockholders of Seller of this Agreement and the transactions contemplated hereby. The Seller Board has, by resolutions duly adopted by unanimous vote of its members (other than the Continuing Stockholders), approved and adopted this Agreement, the Merger and the transactions contemplated hereby Transactions and has agreed resolved to recommend that the holders of Seller Company Common Shares Stock adopt and approve and adopt this Agreement, the Merger and the transactions contemplated hereby Agreement at the Stockholders Meeting (as defined in Section 7.3(e) hereof), which will stockholders' meeting of the Company to be held in accordance with the provisions of Section 7.38.1. In connection with the foregoing, the Seller Company Board has taken such actions and votes as are necessary on its part to render the provisions of Section 203 of the DGCL and all other takeover statutes applicable to Delaware corporations and any other applicable takeover statutes of any other state, inapplicable to this Agreement, the Merger Merger, the other Transactions and the transactions contemplated by this Voting Agreement. The execution and delivery by Seller of this Agreement and, subject Subject only to the approval of this Agreement and the transactions contemplated hereby by the holders of a majority of the outstanding Seller shares of Company Common SharesStock (the "Requisite --------- Company Vote"), the execution by the Company of this Agreement and the ------------ consummation of the transactions contemplated hereby Transactions have been duly authorized by all requisite corporate action on the part of the Seller Company and no other corporate proceedings on the part of the Seller Company are necessary to authorize this Agreement or to consummate the Transactions. As of the date hereof, all of the directors and executive officers of the Company have indicated that they presently intend to vote all shares of the Company Common Stock which they own to approve this Agreement and the transactions contemplated hereby, other than Transactions at the filing stockholders' meeting of the Certificate Company to be held in accordance with the provisions of MergerSection 8.1. This Agreement Agreement, assuming due and valid authorization, execution and delivery thereof by Parent, constitutes the a valid and legally binding obligations obligation of Seller the Company, enforceable against it the Company in accordance with its terms, except (i) as limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights generally, and (ii) as limited by similar laws relating to the availability creditors' rights and general principles of specific performance, injunctive relief or other equitable remediesequity.

Authorization, Validity and Effect of Agreements. Seller Excel has the requisite corporate power and authority to enter into the transactions contemplated hereby, to execute and deliver this Agreement and and, subject to perform its obligations hereunderthe vote of the holders of Excel Common Stock described herein, to consummate the transactions contemplated hereby. The Special Committee has, by resolutions duly adopted by unanimous vote Board of its members, (i) determined that (A) the Merger is Directors of Excel has unanimously approved and declared as advisable and in the best interests of Seller and its the stockholders (other than the Continuing Stockholders), and (B) the Merger Consideration to be received for outstanding Seller Common Shares and outstanding options and warrants to purchase Seller Common Shares in the Merger is fair to the securityholders of Seller who will be entitled to receive such Merger Consideration (other than the Continuing Stockholders), (ii) recommended that the Seller Board approve and adopt Excel this Agreement, the Merger and the other transactions contemplated herebyMerger, and (iii) recommended approval and adoption by the stockholders of Seller of this Agreement and the transactions contemplated hereby. The Seller Board has, by resolutions duly adopted by unanimous vote of its members (other than the Continuing Stockholders), approved and adopted this Agreement, the Merger and the transactions contemplated hereby and has agreed to recommend that the holders of Seller Common Shares approve and adopt this Agreement, the Merger and the transactions contemplated hereby at the Stockholders Meeting (as defined in Section 7.3(e) hereof), which will be held in accordance with the provisions of Section 7.3. In connection with the foregoing, the Seller Board has taken such actions and votes as are necessary on its part to render the provisions of Section 203 of the DGCL and all other takeover statutes applicable to Delaware corporations and any other applicable takeover statutes of any other state, inapplicable to this Agreement, the Merger and the transactions contemplated by this Agreement, including the Excel Charter Amendments and the issuance ("Share Issuance" and together with the Excel Charter Amendments, the "Excel Stockholder Matters") of shares of Excel Common Stock in accordance with the Merger and has resolved to recommend that the holders of Excel Common Stock approve the Excel Stockholder Matters at the Excel Stockholders Meeting. The execution and delivery by Seller of this Agreement and, subject Subject only to the approval of this Agreement and the transactions contemplated hereby by the holders of a majority of the outstanding Seller Common SharesExcel Required Vote (as herein defined), the consummation by Excel of the transactions contemplated hereby have has been duly authorized by all requisite corporate action on the part of the Seller and no other corporate proceedings on the part of the Seller are necessary to authorize this Agreement and the transactions contemplated hereby, other than the filing of the Certificate of MergerExcel. This Agreement has been duly executed and delivered by Excel and constitutes the valid and legally binding obligations obligation of Seller Excel, enforceable against it Excel in accordance with its terms, except (i) as limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights generally, and (ii) as limited by similar laws relating to creditors' rights and general principles of equity. The affirmative vote of the availability holders of specific performancea majority of the shares of Excel Common Stock issued and outstanding is required to approve the Excel Charter Amendment, injunctive relief and the affirmative vote of the holders of a 28 majority of the shares of Excel Common Stock cast at the Excel Stockholders Meeting is required to approve the Share Issuance; provided that the total votes cast in respect of the Share Issuance represents over 50% in interest of the Excel Common Stock entitled to vote thereon ("Excel Required Vote"). No other vote of the holders of capital stock of Excel is required in connection with the Excel Stockholder Matters or other equitable remediesthe transactions contemplated hereby.

Authorization, Validity and Effect of Agreements. Seller Buyer has the requisite corporate power and authority to enter into the transactions contemplated hereby, hereby and to execute and deliver this Agreement and to perform its obligations hereunderAgreement. The Special Committee Board of Trustees of Buyer has, by resolutions duly adopted by unanimous vote of its membersvote, (i) determined that (A) the Merger is advisable and in the best interests of Seller and its stockholders (other than the Continuing Stockholders), and (B) the Merger Consideration to be received for outstanding Seller Common Shares and outstanding options and warrants to purchase Seller Common Shares in the Merger is fair to the securityholders of Seller who will be entitled to receive such Merger Consideration (other than the Continuing Stockholders), (ii) recommended that the Seller Board approve and adopt approved this Agreement, the Merger and the other transactions contemplated hereby, and (iii) recommended approval and adoption by the stockholders of Seller of this Agreement and the transactions contemplated hereby. The Seller Board has, by resolutions duly adopted by unanimous vote of its members (other than the Continuing Stockholders), approved and adopted this Agreement, the Merger and the transactions contemplated hereby and has agreed to recommend that the holders of Seller Common Shares Buyer Stock adopt and approve and adopt this Agreement, the Merger Merger, and the transactions contemplated hereby by this Agreement at the Stockholders Meeting (as defined in Section 7.3(e) hereof), Buyer stockholders' meeting which will be held in accordance with the provisions of Section 7.37.3 hereof. In connection with the foregoing, the Seller Board of Trustees of Buyer has taken such actions and votes as are necessary on its part to render the provisions of Section 203 of the DGCL Control Share Acquisition Statute, the Business Combination Statute and all other applicable takeover statutes applicable to Delaware corporations of the MGCL and any other applicable takeover statutes of any other state, inapplicable to this Agreement, the Merger Merger, and the transactions contemplated by this Agreement. The execution As of the date hereof, all of the trustees and delivery executive officers of Buyer have indicated that they presently intend to vote all shares of Buyer Stock which they own to approve this Agreement, the Merger, and the transactions contemplated by Seller of this Agreement and, subject at the Buyer stockholders meeting which will be held in accordance with the provisions of Section 7.3. Subject only to the approval of this Agreement and the transactions contemplated hereby by the holders of a majority of the outstanding Seller Common Sharesshares of Buyer Stock, the execution by Buyer of this Agreement, and the consummation of the transactions contemplated hereby by this Agreement have been duly authorized by all requisite corporate action on the part of the Seller and no other corporate proceedings on the part of the Seller are necessary to authorize this Agreement and the transactions contemplated hereby, other than the filing of the Certificate of MergerBuyer. This Agreement constitutes the valid and legally binding obligations of Seller Buyer, enforceable against it Buyer in accordance with its terms, except (i) as limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights generally, and (ii) as limited by similar laws relating to the availability creditors' rights and general principles of specific performance, injunctive relief or other equitable remediesequity.

Authorization, Validity and Effect of Agreements. Seller Each of the Purchaser ------------------------------------------------ and the Parent has the all requisite corporate power and authority to enter into the transactions contemplated hereby, to execute and deliver this Agreement and to perform its obligations hereunder. The Special Committee hasapprove, by resolutions duly adopted by unanimous vote of its membersfund, (i) determined that (A) effect and implement the Merger is advisable Offer and in the best interests of Seller and its stockholders (other than the Continuing Stockholders), and (B) the Merger Consideration to be received for outstanding Seller Common Shares and outstanding options and warrants to purchase Seller Common Shares in the Merger is fair to the securityholders of Seller who will be entitled to receive such Merger Consideration (other than the Continuing Stockholders), (ii) recommended that the Seller Board approve and adopt this Agreement, the Merger and to consummate the other transactions contemplated hereby, . The execution and (iii) recommended approval and adoption by the stockholders of Seller delivery of this Agreement and the consummation by the Purchaser and the Parent of the transactions contemplated hereby. The Seller Board has, by resolutions duly adopted by unanimous vote of its members (other than the Continuing Stockholders)including, approved and adopted this Agreementwithout limitation, the Merger Offer and the transactions contemplated hereby and has agreed to recommend that the holders of Seller Common Shares approve and adopt this AgreementMerger, the Merger and the transactions contemplated hereby at execution and delivery of the Stockholders Meeting Financing Letter (as defined in Section 7.3(e) hereof5.7), which will be held in accordance with the provisions of Section 7.3. In connection with the foregoing, the Seller Board has taken such actions and votes as are necessary on its part to render the provisions of Section 203 of the DGCL and all other takeover statutes applicable to Delaware corporations and any other applicable takeover statutes of any other state, inapplicable to this Agreement, the Merger and the transactions contemplated by this Agreement. The execution and delivery by Seller of this Agreement and, subject only to the approval of this Agreement and the transactions contemplated hereby by the holders of a majority of the outstanding Seller Common Shares, the consummation of the transactions contemplated hereby have been duly and validly authorized by all requisite corporate action on the part respective Boards of Directors of the Seller Purchaser and the Parent, as applicable, and no other corporate proceedings on the part of the Seller Purchaser or the Parent are necessary to authorize this Agreement and or to consummate the transactions contemplated hereby, hereby other than (i) the filing Consent of the Certificate holders of Merger- preferred ordinary shares of the Parent (the "Preferred Stockholder Consent") ----------------------------- described in Section 5.2 of the disclosure letter delivered by the Parent and the Purchaser to the Company (the "Purchaser Disclosure Letter"), (ii) the --------------------------- -- Required Stockholder Approvals (as defined in Section 5.3), and (iii) the --- approval by the boards of directors of the Parent and the Purchaser of the Financing Documentation. This Agreement has been duly and validly executed and delivered by the Purchaser and the Parent, and (assuming this Agreement constitutes the valid and legally binding obligations obligation of Seller the Company) constitutes the valid and binding obligation of each of the Purchaser and the Parent, enforceable against it the Purchaser and the Parent in accordance with its terms, except (i) as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws of general application affecting or relating to enforcement of creditors’ ' rights generally, and (ii) as limited generally or by laws relating to the availability general principles of specific performance, injunctive relief or other equitable remediesequity.

Authorization, Validity and Effect of Agreements. Seller has Bradxxx xxx the requisite corporate power and authority to enter into the transactions contemplated hereby, hereby and to execute and deliver this Agreement and the Ancillary Agreements to perform its obligations hereunderwhich it is a party. The Special Committee hasBoard of Directors of Bradxxx xxx, by resolutions duly adopted by unanimous vote of its members, (i) determined that (A) the Merger is advisable and in the best interests of Seller and its stockholders (other than the Continuing Stockholders), and (B) the Merger Consideration to be received for outstanding Seller Common Shares and outstanding options and warrants to purchase Seller Common Shares in the Merger is fair to the securityholders of Seller who will be entitled to receive such Merger Consideration (other than the Continuing Stockholders), (ii) recommended that the Seller Board approve and adopt approved this Agreement, the Merger and the other transactions contemplated hereby, and (iii) recommended approval and adoption by the stockholders of Seller of this Agreement and has agreed to recommend that the transactions contemplated hereby. The Seller Board has, by resolutions duly adopted by unanimous vote holders of its members (other than the Continuing Stockholders), approved Bradxxx Xxxmon Stock adopt and adopted approve this Agreement, the Merger and the transactions contemplated hereby and has agreed to recommend that the holders of Seller Common Shares approve and adopt by this Agreement, the Merger and the transactions contemplated hereby Agreement at the Stockholders Meeting (as defined in Section 7.3(e) hereof), Bradxxx xxxckholders' meeting which will be held in accordance with the provisions of Section 7.3. In connection with the foregoing, the Seller Board has of Directors of Bradxxx xxx taken such actions and votes as are necessary on its part to render the provisions of Section 203 of the DGCL Control Share Acquisition Statute, the Business Combination Statute and all other applicable takeover statutes applicable to Delaware corporations of the MGCL and any other applicable takeover statutes of any other state, inapplicable to this Agreement, the Merger Merger, and the transactions contemplated by this Agreement. The execution As of the date hereof, all of the directors and delivery executive officers of Bradxxx xxxe indicated that they presently intend to vote all shares of Bradxxx Xxxmon Stock which they own to approve this Agreement, the Merger, and the transactions contemplated by Seller of this Agreement and, subject at the Bradxxx xxxckholders meeting which will be held in accordance with the provisions of Section 7.3. Subject only to the approval of this Agreement and the transactions contemplated hereby by the holders of a majority of the outstanding Seller Common Sharesshares of Bradxxx Xxxmon Stock, the execution by Bradxxx xx this Agreement, the Ancillary Agreements and the consummation of the transactions contemplated hereby have by this Agreement and the Ancillary Agreements has been duly authorized by all requisite corporate action on the part of the Seller and no other corporate proceedings on the part of the Seller are necessary to authorize this Bradxxx. Xhis Agreement constitutes, and the transactions contemplated herebyAncillary Agreements to which it will become a party (when executed and delivered pursuant hereto) will constitute, other than the filing of the Certificate of Merger. This Agreement constitutes the valid and legally binding obligations of Seller enforceable Bradxxx, xxforceable against it in Bradxxx xx accordance with its their respective terms, except (i) as limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights generally, and (ii) as limited by similar laws relating to the availability creditors' rights and general principles of specific performance, injunctive relief or other equitable remediesequity.

Authorization, Validity and Effect of Agreements. Seller The Company has the requisite corporate power and authority to enter into the transactions contemplated hereby, to execute and deliver this Agreement and to perform its obligations hereunder. The Special Committee has, by resolutions duly adopted by unanimous vote of its members, (i) determined that (A) the Merger is advisable and in the best interests of Seller and its stockholders (other than the Continuing Stockholders), and (B) the Merger Consideration to be received for outstanding Seller Common Shares and outstanding options and warrants to purchase Seller Common Shares in the Merger is fair to the securityholders of Seller who will be entitled to receive such Merger Consideration (other than the Continuing Stockholders), (ii) recommended that the Seller Board approve and adopt this Agreement, the Merger Stock Option Agreements, the Stockholder Agreement to which it is a party and the all other transactions agreements and documents contemplated hereby, hereby and (iii) recommended approval and adoption thereby. The consummation by the stockholders Company of Seller of this Agreement and the transactions contemplated hereby. The Seller Board has, by resolutions duly adopted by unanimous vote of its members (other than the Continuing Stockholders), approved and adopted this Agreement, the Merger and the transactions contemplated hereby and has agreed to recommend that the holders of Seller Common Shares approve and adopt this Agreement, the Merger and the transactions contemplated hereby at the Stockholders Meeting (as defined in Section 7.3(e) hereof), which will be held in accordance with the provisions of Section 7.3. In connection with the foregoing, the Seller Board has taken such actions and votes as are necessary on its part to render the provisions of Section 203 of the DGCL and all other takeover statutes applicable to Delaware corporations and any other applicable takeover statutes of any other state, inapplicable to this Agreement, the Merger and the transactions contemplated by this Agreement. The execution and delivery by Seller of this Agreement and, subject only to the approval of this Agreement and the transactions contemplated hereby by the holders of a majority of the outstanding Seller Common Shares, the consummation of the transactions contemplated hereby have Stock Option Agreements has been duly authorized by all requisite corporate action on the part behalf of the Seller and no other corporate proceedings on the part of the Seller are necessary to authorize this Agreement and the transactions contemplated herebyCompany, other than the filing of the Certificate of Mergerapprovals referred to in Section 5.22. This Agreement, the Stockholder Agreement constitutes to which it is a party and the Stock Option Agreements constitute the valid and legally binding obligations of Seller the Company, enforceable against it in accordance with its their respective terms, except (i) as limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights generally, and (ii) as limited by similar laws relating to creditors' rights and general principles of equity (the availability "Enforceability Exceptions"). The Company has taken all action necessary to render the restrictions set forth in Section 203 of specific performancethe DGCL inapplicable to the Merger, injunctive relief this Agreement, the Stock Option Agreements, the Stockholder Agreements and the transactions contemplated hereby and thereby. No other U.S. or State takeover or business combination statute to which the Company or any of its Subsidiaries is subject applies or purports to apply to the Merger, this Agreement, the Stock Option Agreements, the Stockholder Agreements or the transactions contemplated hereby or thereby. There is no foreign takeover or business combination statute that applies or purports to apply to the Company or any of its Subsidiaries which would require any filing or the taking of any other equitable remediesaction by the Company or its Subsidiaries as a result of the execution or delivery of this Agreement, the Stock Option Agreements, the Stockholder Agreements or the transactions contemplated hereby or thereby and which would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect if such filing was not made or such action was not taken.

Authorization, Validity and Effect of Agreements. Seller (a) Megan has the requisite power and authority to enter into and perform the transactions contemplated hereby, hereby and to execute and deliver this Agreement and the Ancillary Agreements to perform its obligations hereunderwhich it is a party. The Special Committee has, by resolutions duly adopted by unanimous vote Board of its members, (i) determined that (A) the Merger is advisable and in the best interests Directors of Seller and its stockholders (other than the Continuing Stockholders), and (B) the Merger Consideration to be received for outstanding Seller Common Shares and outstanding options and warrants to purchase Seller Common Shares in the Merger is fair to the securityholders of Seller who will be entitled to receive such Merger Consideration (other than the Continuing Stockholders), (ii) recommended that the Seller Board approve and adopt Megan has unanimously approved this Agreement, the Merger Merger, the Ancillary Agreements to which Megan is a party and the other transactions contemplated herebyby this Agreement and has resolved to recommend that the holders of Megan Stock adopt and approve this Agreement. As of the date hereof, all of the directors and (iii) recommended approval executive officers of Megan and the other Committed Stockholders have indicated that they presently intend to vote all Megan Stock which they own or the voting of which they control to approve the adoption by the stockholders of Seller of this Agreement and the transactions contemplated herebyMerger. The Seller Board hasCommitted Stockholders have the requisite number of votes of each class or series of Megan Stock entitled to vote thereon to approve such transactions. No other approval by any class or series of Megan Stock or by any other single Megan Stockholder or group of Megan Stockholders is required to approve the Merger, by resolutions duly adopted by unanimous vote of its members (other than the Continuing Stockholders), approved and adopted this Agreement, the Merger Ancillary Agreements and the transactions contemplated hereby and has agreed to recommend that the holders of Seller Common Shares approve and adopt this Agreement, the Merger and the transactions contemplated hereby at the Stockholders Meeting (as defined in Section 7.3(e) hereof), which will be held in accordance with the provisions of Section 7.3. In connection with the foregoing, the Seller Board has taken such actions and votes as are necessary on its part to render the provisions of Section 203 of the DGCL and all other takeover statutes applicable to Delaware corporations and any other applicable takeover statutes of any other state, inapplicable to this Agreement, the Merger and the transactions contemplated by this Agreementthereby. The execution and delivery by Seller of this Agreement and, subject only to the approval Megan of this Agreement and the transactions contemplated hereby by the holders of Ancillary Agreements to which it is a majority of the outstanding Seller Common Shares, party and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Megan. Assuming the Seller and no other corporate proceedings on the part written consent of the Seller are necessary to authorize Committed Stockholders has been obtained in accordance with Section 7.10, this Agreement constitutes and the transactions contemplated herebyAncillary Agreements to which Megan is a party (when executed and delivered pursuant hereto) will constitute, other than the filing of the Certificate of Merger. This Agreement constitutes the valid and legally binding obligations of Seller Megan, enforceable against it Megan in accordance with its their respective terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and will not require prior notice to or the convening of a meeting of the stockholders of Megan to consider and vote upon the Merger and the other laws of general application affecting enforcement of creditors’ rights generally, and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remediestransactions contemplated hereby.

Authorization, Validity and Effect of Agreements. Seller Each of the Parent's and Purchaser's respective boards of directors has the requisite power and authority to enter into the transactions contemplated hereby, to execute and deliver this Agreement and to perform its obligations hereunder. The Special Committee has, by resolutions duly adopted by unanimous vote of its members, (i) determined that (A) the Merger is advisable Parent's and in the best interests of Seller Purchaser's execution and its stockholders (other than the Continuing Stockholders), and (B) the Merger Consideration to be received for outstanding Seller Common Shares and outstanding options and warrants to purchase Seller Common Shares in the Merger is fair to the securityholders of Seller who will be entitled to receive such Merger Consideration (other than the Continuing Stockholders), (ii) recommended that the Seller Board approve and adopt this Agreement, the Merger and the other transactions contemplated hereby, and (iii) recommended approval and adoption by the stockholders of Seller of delivery this Agreement and the transactions contemplated hereby. The Seller Board hasAncillary Documents to which the Parent and Purchaser are a party, by resolutions duly adopted by unanimous vote of its members (other than the Continuing Stockholders), approved and adopted this Agreement, the Merger and the transactions contemplated hereby and has agreed to recommend that the holders of Seller Common Shares approve and adopt this Agreement, the Merger and the transactions contemplated hereby at the Stockholders Meeting (as defined in Section 7.3(e) hereof), which will be held in accordance with the provisions of Section 7.3. In connection with the foregoing, the Seller Board has taken such actions and votes as are necessary on its part to render the provisions of Section 203 of the DGCL and all other takeover statutes applicable to Delaware corporations and any other applicable takeover statutes of any other state, inapplicable to this Agreement, the Merger and the transactions contemplated by this Agreement and such Ancillary Documents, including but not limited to the Merger, are advisable and in the best interest of the Parent, Purchaser and their respective shareholders and has approved this Agreement and the Ancillary Documents to which the Parent is a party in accordance with all Applicable Laws. Each of the Parent and the Purchaser has the requisite corporate power and authority to execute and deliver this Agreement, and all Ancillary Documents to which it is a party, and to consummate the transactions contemplated hereby and thereby, including but not limited to the Merger. The execution and delivery by Seller of this Agreement and, subject only to the approval of this Agreement and the transactions contemplated hereby Ancillary Documents to which it is a party by the holders of a majority of Parent or the outstanding Seller Common Shares, Purchaser and the consummation by the Parent or the Purchaser of the transactions contemplated hereby and thereby have been duly and validly authorized by all requisite corporate action on the part each of the Seller Parent's and Purchaser's respective boards of directors, and no other corporate proceedings on the part of the Seller Parent or the Purchaser are necessary to authorize this Agreement and Agreement, to authorize the Ancillary Documents to which it is a party, or to consummate the transactions contemplated herebyhereby and thereby, including but not limited to the Merger, other than the filing and recordation of the Certificate Articles of MergerMerger in accordance with the Arizona Code. This Agreement and any Ancillary Documents to which the Parent or the Purchaser is a party at the time of execution has been or will be duly and validly executed and delivered by the Parent and/or the Purchaser, and (assuming this Agreement and such Ancillary Documents each constitutes a valid and binding obligation of any other parties thereto) constitutes and will constitute the valid and legally binding obligations of Seller the Parent and/or the Purchaser, enforceable against it the Parent and/or the Purchaser in accordance with its their respective terms, except subject to (ia) as limited by applicable bankruptcy, reorganization, insolvency, reorganizationmoratorium, moratorium or other and similar laws of general application affecting the enforcement of creditors’ ' rights generally, ; and (iib) as limited by laws relating to the availability effect of general principles of equity (including specific performance, injunctive relief ) regardless of whether considered in a proceeding in equity or other equitable remediesat law.

Authorization, Validity and Effect of Agreements. Seller Each of Purchaser, the Subsidiaries of Purchaser and Merger Sub has the requisite corporate power and authority to enter into the transactions contemplated hereby, to execute and deliver this Agreement and to perform its obligations hereunder. The Special Committee has, by resolutions duly adopted by unanimous vote of its members, (i) determined that (A) the Merger is advisable and in the best interests of Seller and its stockholders (other than the Continuing Stockholders), and (B) the Merger Consideration to be received for outstanding Seller Common Shares and outstanding options and warrants to purchase Seller Common Shares in the Merger is fair to the securityholders of Seller who will be entitled to receive such Merger Consideration (other than the Continuing Stockholders), (ii) recommended that the Seller Board approve and adopt this Agreement, the Merger Ancillary Documents to which it is or will be a party, the New Indenture, the Purchaser Notes and the other transactions contemplated hereby, and Pledge Agreement (iiias defined in the Description of Notes) recommended approval and adoption by to the stockholders of Seller of this Agreement and the transactions contemplated hereby. The Seller Board has, by resolutions duly adopted by unanimous vote of its members extent it is a party (other than the Continuing Stockholders), approved and adopted this Agreementtogether, the Merger “Notes Documents”) and to consummate the transactions contemplated hereby and has agreed thereby to recommend that the holders of Seller Common Shares approve and adopt this Agreement, the Merger and the transactions contemplated hereby at the Stockholders Meeting (as defined in Section 7.3(e) hereof), which it is or will be held in accordance with the provisions of Section 7.3. In connection with the foregoing, the Seller Board has taken such actions and votes as are necessary on its part to render the provisions of Section 203 of the DGCL and all other takeover statutes applicable to Delaware corporations and any other applicable takeover statutes of any other state, inapplicable to this Agreement, the Merger and the transactions contemplated by this Agreementa party. The execution and delivery by Seller of this Agreement andAgreement, subject only to the approval of this Agreement Ancillary Documents and the transactions contemplated hereby Notes Documents by the holders of a majority of the outstanding Seller Common Shares, Purchaser and Merger Sub and the consummation by Purchaser and Merger Sub of the transactions contemplated hereby and thereby to which it is or will be a party have been duly and validly authorized by all requisite corporate action on the part respective boards of directors of Purchaser and Merger Sub and by Purchaser as the Seller sole stockholder of Merger Sub and no other corporate proceedings on the part of the Seller Purchaser or Merger Sub or approvals from any holders of equity securities of Purchaser or any of its Subsidiaries are necessary to authorize this Agreement Agreement, the Ancillary Documents to which it is or will be a party and the Notes Documents or to consummate the transactions contemplated hereby, other than the filing of the Certificate of Mergerhereby and thereby to which it is a party. This Agreement has been, and the Notes Documents and any Ancillary Documents to which Purchaser or Merger Sub is or will be a party will have been at the time of execution, duly and validly executed and delivered by Purchaser and Merger Sub, and (assuming this Agreement, the Notes Documents and such Ancillary Documents each constitutes a valid and binding obligation of the Company or other Person party thereto) constitutes or, in the case of any such documents entered into after the date of this Agreement, will constitute, the valid and legally binding obligations of Seller each of Purchaser and Merger Sub, enforceable against it in accordance with its their respective terms, except (i) as enforcement may be limited by applicable bankruptcy, insolvency, moratorium, reorganization, moratorium arrangement or other laws of general application similar Laws affecting enforcement of creditors’ rights generally, generally and (ii) as limited by laws relating to the availability general principles of specific performance, injunctive relief or other equitable remediesequity.

Authorization, Validity and Effect of Agreements. Seller Buyer has the ------------------------------------------------ requisite corporate power and authority to enter into the transactions contemplated hereby, hereby and to execute and deliver this Agreement and to perform its obligations hereunderAgreement. The Special Committee Board of Trustees of Buyer has, by resolutions duly adopted by unanimous vote of its membersvote, (i) determined that (A) the Merger is advisable and in the best interests of Seller and its stockholders (other than the Continuing Stockholders), and (B) the Merger Consideration to be received for outstanding Seller Common Shares and outstanding options and warrants to purchase Seller Common Shares in the Merger is fair to the securityholders of Seller who will be entitled to receive such Merger Consideration (other than the Continuing Stockholders), (ii) recommended that the Seller Board approve and adopt approved this Agreement, the Merger and the other transactions contemplated hereby, and (iii) recommended approval and adoption by the stockholders of Seller of this Agreement and the transactions contemplated hereby. The Seller Board has, by resolutions duly adopted by unanimous vote of its members (other than the Continuing Stockholders), approved and adopted this Agreement, the Merger and the transactions contemplated hereby and has agreed to recommend that the holders of Seller Common Shares Buyer Stock adopt and approve and adopt this Agreement, the Merger Merger, and the transactions contemplated hereby by this Agreement at the Stockholders Meeting (as defined in Section 7.3(e) hereof), Buyer stockholders' meeting which will be held in accordance with the provisions of Section 7.37.3 hereof. In connection with the foregoing, the Seller Board of Trustees of Buyer has taken such actions and votes as are necessary on its part to render the provisions of Section 203 of the DGCL Control Share Acquisition Statute, the Business Combination Statute and all other applicable takeover statutes applicable to Delaware corporations of the MGCL and any other applicable takeover statutes of any other state, inapplicable to this Agreement, the Merger Merger, and the transactions contemplated by this Agreement. The execution As of the date hereof, all of the trustees and delivery executive officers of Buyer have indicated that they presently intend to vote all shares of Buyer Stock which they own to approve this Agreement, the Merger, and the transactions contemplated by Seller of this Agreement and, subject at the Buyer stockholders meeting which will be held in accordance with the provisions of Section 7.3. Subject only to the approval of this Agreement and the transactions contemplated hereby by the holders of a majority of the outstanding Seller Common Sharesshares of Buyer Stock, the execution by Buyer of this Agreement, and the consummation of the transactions contemplated hereby by this Agreement have been duly authorized by all requisite corporate action on the part of the Seller and no other corporate proceedings on the part of the Seller are necessary to authorize this Agreement and the transactions contemplated hereby, other than the filing of the Certificate of MergerBuyer. This Agreement constitutes the valid and legally binding obligations of Seller Buyer, enforceable against it Buyer in accordance with its terms, except (i) as limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights generally, and (ii) as limited by similar laws relating to the availability creditors' rights and general principles of specific performance, injunctive relief or other equitable remediesequity.

Authorization, Validity and Effect of Agreements. Seller Each of Tuckxx xxx the Tuckxx Xxxsidiaries has the requisite power and authority to enter into the transactions contemplated hereby, hereby and to execute and deliver this Agreement and the agreements and documents listed in Schedule 5.2 to perform its obligations hereunderthis Agreement (the "Ancillary Agreements") to which it is a party. The Special Committee hasBoard of Directors of Tuckxx xxx, by resolutions duly adopted by unanimous vote of its members, (i) determined that (A) the Merger is advisable and in the best interests of Seller and its stockholders (other than the Continuing Stockholders), and (B) the Merger Consideration to be received for outstanding Seller Common Shares and outstanding options and warrants to purchase Seller Common Shares in the Merger is fair to the securityholders of Seller who will be entitled to receive such Merger Consideration (other than the Continuing Stockholders), (ii) recommended that the Seller Board approve and adopt this Agreement, the Merger and the other transactions contemplated hereby, and (iii) recommended approval and adoption by the stockholders of Seller of this Agreement and the transactions contemplated hereby. The Seller Board has, by resolutions duly adopted by unanimous vote of its members (other than the Continuing Stockholders)vote, approved and adopted this Agreement, the Merger and the transactions contemplated hereby by this Agreement and has agreed to recommend that the holders of Seller Common Shares Tuckxx Xxxmon Stock adopt and approve and adopt this Agreement, the Merger and the transactions contemplated hereby by this Agreement at the Stockholders Meeting (as defined in Section 7.3(e) hereof), Tuckxx xxxckholders' meeting which will be held in accordance with the provisions of Section 7.3. In connection with the foregoing, the Seller Board has of Directors of Tuckxx xxx taken such actions and votes as are necessary on its part to render the provisions of Section 203 of the DGCL Control Share Acquisition Statute, the Business Combination Statute and all other applicable takeover statutes applicable to Delaware corporations of the MGCL and any other applicable takeover statutes of any other state, inapplicable to this Agreement, the Merger and the transactions contemplated by this Agreement. The execution As of the date hereof, all of the directors and delivery by Seller executive officers of Tuckxx xxxe indicated that they presently intend to vote all shares of Tuckxx Xxxmon Stock which they own to approve this Agreement andAgreement, subject only to the approval of this Agreement Merger, and the transactions contemplated hereby by the holders of a majority of the outstanding Seller Common Shares, the consummation of the transactions contemplated hereby have been duly authorized by all requisite corporate action on the part of the Seller and no other corporate proceedings on the part of the Seller are necessary to authorize this Agreement and at the transactions contemplated hereby, other than the filing of the Certificate of Merger. This Agreement constitutes the valid and legally binding obligations of Seller enforceable against it Tuckxx xxxckholders meeting which will be held in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights generally, and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.the

Authorization, Validity and Effect of Agreements. Seller WHG has the ------------------------------------------------ requisite power and authority to enter into and perform the transactions contemplated hereby, hereby and to execute and deliver this Agreement and the Ancillary Agreements to perform its obligations hereunderwhich it is a party. The Special Committee has, by resolutions duly adopted by unanimous vote Board of its members, (i) determined that (A) the Merger is advisable and in the best interests Directors of Seller and its stockholders (other than the Continuing Stockholders), and (B) the Merger Consideration to be received for outstanding Seller Common Shares and outstanding options and warrants to purchase Seller Common Shares in the Merger is fair to the securityholders of Seller who will be entitled to receive such Merger Consideration (other than the Continuing Stockholders), (ii) recommended that the Seller Board approve and adopt WHG has unanimously approved this Agreement, the Merger Merger, the WHG/Patriot Subscription Agreement, the Ancillary Agreements to which WHG is a party and the other transactions contemplated hereby, and (iii) recommended approval and adoption by the stockholders of Seller of this Agreement and the transactions contemplated hereby. The Seller Board has, by resolutions duly adopted by unanimous vote of its members (other than the Continuing Stockholders), approved and adopted this Agreement, the Merger WHG/Patriot Subscription Agreement and the transactions contemplated hereby Ancillary Agreements and has agreed resolved to recommend that the holders of Seller WHG Common Shares Stock adopt and approve and adopt this Agreement, the Merger and the transactions contemplated hereby Agreement at the Stockholders Meeting (as defined in Section 7.3(e) hereof), which will WHG stockholders' meeting to be held in accordance with the provisions of Section 7.39.3 hereof. In connection with the foregoing, the Seller Board of Directors of WHG has taken such actions and votes as are necessary on its part to (i) render the provisions of Section 203 of the DGCL and DGCL, all other takeover statutes applicable to Delaware corporations and any other applicable takeover statutes of any other statethe DGCL, and the Rights Agreement, dated as of April 21, 1997 between WHG and The Bank of New York (the "Rights Agreement"), inapplicable to this Agreement, the Merger WHG/Patriot Subscription Agreement, the Merger, the Ancillary Agreements and the transactions contemplated by this Agreement, the WHG/Patriot Subscription Agreement and the Ancillary Agreements without the payment of consideration to holders of WHG Common Stock and WHG Preferred Stock other than the Merger Consideration, and (ii) define each of PAHOC, Acquisition Sub and Patriot as an "Exempt Person", as such term is defined in the Rights Agreement, but only to the extent any of them becomes the beneficial owner of any shares of WHG Common Stock or WHG Preferred Stock pursuant to the terms of the Ancillary Agreements or this Agreement. As of the date hereof, all of the directors and executive officers of WHG have indicated that they presently intend to vote all WHG Common Stock and all WHG Preferred Stock which they own to approve this Agreement. The execution and delivery by Seller WHG of this Agreement andAgreement, subject only to the approval of this WHG/Patriot Subscription Agreement and the transactions contemplated hereby by the holders of Ancillary Agreements to which it is a majority of the outstanding Seller Common Shares, party and the consummation of the transactions contemplated hereby by this Agreement, the WHG/Patriot Subscription Agreement and the Ancillary Agreements have been duly authorized by all requisite corporate action on the part of WHG, subject, in the Seller and no other corporate proceedings on case of this Agreement only, to the part approval of the Seller are necessary to authorize this Agreement and the transactions contemplated hereby, other than the filing Merger by a majority of the Certificate votes entitled to be cast by the holders of Mergerthe outstanding WHG Common Stock and WHG Preferred Stock voting as a single class. This Agreement constitutes and the WHG/Patriot Subscription Agreement and the Ancillary Agreements to which it has or will become a party (when executed and delivered pursuant hereto) will constitute, the valid and legally binding obligations of Seller WHG, enforceable against it WHG in accordance with its their respective terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights generally, and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

Authorization, Validity and Effect of Agreements. Seller Each of Parent and Merger Sub has the requisite corporate power and authority to enter into the transactions contemplated hereby, to execute and deliver this Agreement and to perform its obligations hereunder. The Special Committee has, by resolutions duly adopted by unanimous vote of its members, (i) determined that (A) the Merger is advisable and in the best interests of Seller and its stockholders (other than the Continuing Stockholders), and (B) the Merger Consideration to be received for outstanding Seller Common Shares and outstanding options and warrants to purchase Seller Common Shares in the Merger is fair to the securityholders of Seller who will be entitled to receive such Merger Consideration (other than the Continuing Stockholders), (ii) recommended that the Seller Board approve and adopt this Agreement, the Merger Stock Option Agreements, the Stockholder Agreement to which it is a party and the all other transactions agreements and documents contemplated hereby, hereby and (iii) recommended approval and adoption by the stockholders of Seller of this Agreement and the transactions contemplated herebythereby. The Seller Board has, consummation by resolutions duly adopted by unanimous vote each of its members (other than the Continuing Stockholders), approved Parent and adopted this Agreement, the Merger and Sub of the transactions contemplated hereby and has agreed to recommend that the holders of Seller Common Shares approve and adopt this Agreement, the Merger and the transactions contemplated hereby at the Stockholders Meeting (as defined in Section 7.3(e) hereof), which will be held in accordance with the provisions of Section 7.3. In connection with the foregoing, the Seller Board has taken such actions and votes as are necessary on its part to render the provisions of Section 203 of the DGCL and all other takeover statutes applicable to Delaware corporations and any other applicable takeover statutes of any other state, inapplicable to this Agreement, the Merger and the transactions contemplated by this Agreement. The execution and delivery by Seller of this Agreement and, subject only to the approval of this Agreement and the transactions contemplated hereby by the holders of a majority of the outstanding Seller Common Shares, the consummation of the transactions contemplated hereby have Stock Option Agreements has been duly authorized by all requisite corporate action on the part behalf of the Seller and no other corporate proceedings on the part of the Seller are necessary to authorize this Agreement and the transactions contemplated herebyCompany, other than the filing of the Certificate of Mergerapprovals referred to in Section 6.22. This Agreement, the Stockholder Agreement constitutes to which it is a party and the Stock Option Agreements constitute the valid and legally binding obligations of Seller each of Parent and Merger Sub to the extent it is a party, enforceable against it in accordance with its their respective terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights generally, and (ii) as limited by laws relating subject to the availability Enforceability Exceptions. Parent has taken all action necessary to render the restrictions set forth in Part Thirteen of specific performancethe Texas Business Corporation Act inapplicable to the Merger, injunctive relief this Agreement, the Stock Option Agreements, the Stockholder Agreements and the transactions contemplated hereby and thereby. No other U.S. or State takeover or business combination statute to which Parent or any of its Subsidiaries is subject applies or purports to apply to the Merger, this Agreement, the Stock Option Agreements, the Stockholder Agreements or the transactions contemplated hereby or thereby. There is no foreign takeover or business combination statute that applies or purports to apply to Parent or any of its Subsidiaries which would require any filing or the taking of any other equitable remediesaction by Parent or its Subsidiaries as a result of the execution or delivery of this Agreement, the Stock Option Agreements, the Stockholder Agreements or the transactions contemplated hereby or thereby and which would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect if such filing was not made or such action was not taken.

Authorization, Validity and Effect of Agreements. Seller Each of Parent ------------------------------------------------ and MergerCo has the requisite power and authority to enter into the transactions contemplated hereby, Transactions and to execute and deliver this Agreement and to perform its obligations hereunderAgreement. The Special Committee has, by resolutions duly adopted by unanimous vote of its members, (i) determined that (A) the Merger is advisable and in the best interests of Seller and its stockholders (other than the Continuing Stockholders), and (B) the Merger Consideration to be received for outstanding Seller Common Shares and outstanding options and warrants to purchase Seller Common Shares in the Merger is fair to the securityholders of Seller who will be entitled to receive such Merger Consideration (other than the Continuing Stockholders), (ii) recommended that the Seller Parent Board approve and adopt has unanimously approved this Agreement, the Merger and the other transactions contemplated hereby, and (iii) recommended approval and adoption by the stockholders of Seller of this Agreement and the transactions contemplated hereby. The Seller Board has, by resolutions duly adopted by unanimous vote of its members (other than the Continuing Stockholders), approved and adopted this Agreement, the Merger and the transactions contemplated hereby Transactions and has agreed resolved to recommend that the holders of Seller Parent Common Shares Stock adopt and approve and adopt this Agreement, the Merger and the transactions contemplated hereby Agreement at the Stockholders Meeting (as defined in Section 7.3(e) hereof), which will stockholders' meeting of Parent to be held in accordance with the provisions of Section 7.38.1. In connection with The Board of Directors of MergerCo (the foregoing, the Seller Board has taken such actions and votes as are necessary on its part to render the provisions of Section 203 of the DGCL and all other takeover statutes applicable to Delaware corporations and any other applicable takeover statutes of any other state, inapplicable to this Agreement, the Merger "MergerCo Board") and the transactions contemplated by this Agreement. The execution and delivery by Seller stockholders of MergerCo have approved -------------- this Agreement and, subject and the Transactions. Subject only to the approval of this Agreement and the transactions contemplated hereby by the holders of a majority of the outstanding Seller shares of Parent Common SharesStock (the "Requisite Parent Vote"), the execution by Parent of this --------------------- Agreement and the consummation of the transactions contemplated hereby Transactions have been duly authorized by all requisite corporate action on the part of the Seller Parent and MergerCo and no other corporate proceedings on the part of the Seller Parent or MergerCo are necessary to authorize this Agreement or to consummate the Transactions. As of the date hereof, all of the directors and executive officers of Parent have indicated that they presently intend to vote all shares of Parent Common Stock which they own to approve this Agreement and the transactions contemplated hereby, other than Transactions at the filing stockholders' meeting of Parent to be held in accordance with the Certificate provisions of MergerSection 8.1. This Agreement Agreement, assuming due and valid authorization, execution and delivery thereof by the Company, constitutes the a valid and legally binding obligations obligation of Seller Parent and MergerCo, enforceable against it Parent and MergerCo in accordance with its terms, except (i) as limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights generally, and (ii) as limited by similar laws relating to the availability creditors' rights and general principles of specific performance, injunctive relief or other equitable remediesequity.

Authorization, Validity and Effect of Agreements. Seller Each of MDI and the MDI Subsidiaries has the requisite power and authority to enter into the transactions contemplated hereby, hereby and to execute and deliver this Agreement and to perform its obligations hereunderAgreement. The Special Committee Board of Directors of MDI has, by resolutions duly adopted by unanimous vote of its members, (i) determined that (A) the Merger is advisable and in the best interests of Seller and its stockholders (other than the Continuing Stockholders), and (B) the Merger Consideration to be received for outstanding Seller Common Shares and outstanding options and warrants to purchase Seller Common Shares in the Merger is fair to the securityholders of Seller who will be entitled to receive such Merger Consideration (other than the Continuing Stockholders), (ii) recommended that the Seller Board approve and adopt this Agreement, the Merger and the other transactions contemplated hereby, and (iii) recommended approval and adoption by the stockholders of Seller of this Agreement and the transactions contemplated hereby. The Seller Board has, by resolutions duly adopted by unanimous vote of its members (other than the Continuing Stockholders)vote, approved and adopted this Agreement, the Merger and the transactions contemplated hereby by this Agreement and has agreed to recommend that the holders of Seller MDI Common Shares Stock adopt and approve and adopt this Agreement, the Merger and the transactions contemplated hereby by this Agreement at the Stockholders Meeting (as defined in Section 7.3(e) hereof), MDI stockholders' meeting which will be held in accordance with the provisions of Section 7.3. In connection with the foregoing, the Seller Board of Directors of MDI has taken such actions and votes as are necessary on its part to render the provisions of Section 203 of the DGCL Control Share Acquisition Statute (Title 3, Subtitle 7), the Business Combination Statute (Title 3, Subtitle 6) and all other applicable takeover statutes applicable to Delaware corporations of the MGCL and any other applicable takeover statutes of any other state, inapplicable to this Agreement, the Merger and the transactions contemplated by this Agreement. The execution As of the date hereof, all of the directors and delivery executive officers of MDI have indicated that they presently intend to vote all shares of MDI Common Stock which they own to approve this Agreement, the Merger, and the transactions contemplated by Seller of this Agreement and, subject at the MDI stockholders' meeting which will be held in accordance with the provisions of Section 7.3. Subject only to the approval of this Agreement and the transactions contemplated hereby by the holders of a majority two-thirds of the outstanding Seller shares of MDI Common SharesStock, the execution by MDI and the MDI Subsidiaries of this Agreement, the ancillary agreements to which they are parties and the consummation of the transactions contemplated hereby have by this Agreement and the ancillary agreements has been duly authorized by all requisite corporate or partnership action on the part of such entities, including, without limitation, the Seller and no other corporate proceedings on the part consent of the Seller are necessary to authorize this Agreement and the transactions contemplated hereby, other than the filing Class B Partner of the Certificate of MergerMAB (as defined in Section 5.3(b) below). This Agreement constitutes constitutes, and the ancillary agreements to which they are parties (when executed and delivered pursuant hereto) will constitute, the valid and legally binding obligations of Seller MDI and the MDI Subsidiaries, enforceable against it MDI and each of the MDI Subsidiaries in accordance with its their respective terms, except (i) as limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights generally, and (ii) as limited by similar laws relating to the availability creditors' rights and general principles of specific performance, injunctive relief or other equitable remediesequity.

Authorization, Validity and Effect of Agreements. Seller Each of PAHOC and ------------------------------------------------ Acquisition Sub has the requisite power and authority to enter into the transactions contemplated hereby, hereby and to execute and deliver this Agreement, the WHG/Patriot Subscription Agreement and the Ancillary Agreements to perform its obligations hereunderwhich it is a party. The Special Committee has, by resolutions duly adopted by unanimous vote Boards of its members, (i) determined that (A) the Merger is advisable Directors of PAHOC and in the best interests of Seller and its stockholders (other than the Continuing Stockholders), and (B) the Merger Consideration to be received for outstanding Seller Common Shares and outstanding options and warrants to purchase Seller Common Shares in the Merger is fair to the securityholders of Seller who will be entitled to receive such Merger Consideration (other than the Continuing Stockholders), (ii) recommended that the Seller Board approve and adopt Acquisition Sub have unanimously approved this Agreement, the Merger Merger, the WHG/Patriot Subscription Agreement and the Ancillary Agreements to which it is a party, and the other transactions contemplated hereby, and (iii) recommended approval and adoption by the stockholders of Seller of this Agreement and the transactions contemplated hereby. The Seller Board has, by resolutions duly adopted by unanimous vote of its members (other than the Continuing Stockholders), approved and adopted this Agreement, the Merger WHG/Patriot Subscription Agreement and the transactions contemplated hereby Ancillary Agreements. The execution by PAHOC and has agreed to recommend that the holders Acquisition Sub of Seller Common Shares approve and adopt this Agreement, the Merger WHG/Patriot Subscription Agreement and the transactions contemplated hereby at Ancillary Agreements to which it is a party and the Stockholders Meeting (as defined in Section 7.3(e) hereof), which will be held in accordance with the provisions consummation of Section 7.3. In connection with the foregoing, the Seller Board has taken such actions and votes as are necessary on its part to render the provisions of Section 203 of the DGCL and all other takeover statutes applicable to Delaware corporations and any other applicable takeover statutes of any other state, inapplicable to this Agreement, the Merger and the transactions contemplated by this Agreement. The execution and delivery by Seller of this Agreement and, subject only to the approval of this WHG/Patriot Subscription Agreement and the transactions contemplated hereby by the holders of a majority of the outstanding Seller Common Shares, the consummation of the transactions contemplated hereby Ancillary Agreements have been duly authorized by all requisite corporate action on the part of PAHOC and Acquisition Sub, respectively. This Agreement constitutes, and the Seller and no other corporate proceedings on the part of the Seller are necessary to authorize this WHG/Patriot Subscription Agreement and the transactions contemplated herebyAncillary Agreements to which it has or will become a party (when executed and delivered pursuant hereto) will constitute, other than the filing of the Certificate of Merger. This Agreement constitutes the valid and legally binding obligations of Seller PAHOC and Acquisition Sub, respectively, enforceable against it PAHOC and Acquisition Sub, respectively, in accordance with its their respective terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights generally, and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

Authorization, Validity and Effect of Agreements. Seller Expert has the requisite corporate power and authority to enter into the transactions contemplated hereby, to execute and deliver this Agreement and to perform its obligations hereunder. The Special Committee has, by resolutions duly adopted by unanimous vote of its members, (i) determined that (A) the Merger is advisable and in the best interests of Seller and its stockholders (other than the Continuing Stockholders), and (B) the Merger Consideration to be received for outstanding Seller Common Shares and outstanding options and warrants to purchase Seller Common Shares in the Merger is fair to the securityholders of Seller who will be entitled to receive such Merger Consideration (other than the Continuing Stockholders), (ii) recommended that the Seller Board approve and adopt this Agreement, the Merger and the other transactions contemplated hereby, and (iii) recommended approval and adoption by the stockholders of Seller of this Agreement and consummate the transactions contemplated hereby. The Seller Board has, by resolutions duly adopted by unanimous vote of its members (other than the Continuing Stockholders), Directors of Expert has approved and adopted this Agreement, the Merger Merger, and the transactions contemplated hereby by this Agreement and has unanimously agreed to recommend that the holders of Seller Common Expert Shares adopt and approve and adopt this Agreement, the Merger Merger, and the transactions contemplated hereby by this Agreement at the Stockholders Special Meeting (as defined in Section 7.3(e) hereof6.2), which will be held in accordance with the provisions of Section 7.3. In connection with the foregoing, the Seller Board Expert has taken such actions and votes as are all action necessary on its part to render exempt the provisions transactions contemplated by this Agreement from the operation of Section 203 any "fair price," "moratorium," "control share acquisition," or other similar anti-takeover statute or regulation enacted under the state or federal laws of the DGCL United States. As of the date hereof, each director and executive officer of Expert and each entity that is a stockholder of Expert and that has a representative on the Board of Directors has indicated that he, she or it intends to vote all other takeover statutes applicable Expert Shares that he, she or it controls to Delaware corporations and any other applicable takeover statutes of any other state, inapplicable to approve this Agreement, the Merger Merger, and the transactions contemplated by this AgreementAgreement at the Special Meeting. The execution and delivery by Seller of this Agreement and, subject Subject only to the approval of this Agreement and the transactions contemplated hereby by the holders of a majority of the outstanding Seller Common SharesExpert Shares and the filing and acceptance for record of appropriate merger documents as required by the DGCL, the execution by Expert of this Agreement and the consummation of the transactions contemplated hereby by this Agreement have been duly authorized by all requisite corporate action on the part of the Seller and no other corporate proceedings on the part of the Seller are necessary to authorize Expert. Assuming this Agreement constitutes a valid and the transactions contemplated herebybinding obligation of Activision and Merger Subsidiary, other than the filing of the Certificate of Merger. This this Agreement constitutes the valid and legally binding obligations obligation of Seller Expert, enforceable against it Expert in accordance with its terms, except (i) as limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights generally, and (ii) as limited by similar laws relating to the availability creditors' rights and general principles of specific performance, injunctive relief or other equitable remediesequity.

Authorization, Validity and Effect of Agreements. Seller New Plan has the requisite power and authority to enter into the transactions contemplated hereby, to execute and deliver this Agreement and, subject to the Trust Amendments and the vote of holders of New Plan Common Shares described herein, to perform its obligations hereunderconsummate the transactions contemplated hereby. The Special Committee hasBoard of Trustees of New Plan has unanimously approved the Trust Amendments, this Agreement, the Merger, and the transactions contemplated by resolutions duly adopted by unanimous vote of its members, (i) determined that (A) the Merger is this Agreement and declared such transactions advisable and in the best interests of Seller and its stockholders (other than the Continuing Stockholders), and (B) the Merger Consideration to be received for outstanding Seller holders of New Plan Common Shares and outstanding options and warrants to purchase Seller Common Shares in the Merger is fair to the securityholders of Seller who will be entitled to receive such Merger Consideration (other than the Continuing Stockholders), (ii) recommended that the Seller Board approve and adopt this Agreement, the Merger and the other transactions contemplated hereby, and (iii) recommended approval and adoption by the stockholders of Seller of this Agreement and the transactions contemplated hereby. The Seller Board has, by resolutions duly adopted by unanimous vote of its members (other than the Continuing Stockholders), approved and adopted this Agreement, the Merger and the transactions contemplated hereby and has agreed resolved to recommend that the holders of Seller New Plan Common Shares adopt and approve and adopt this Agreementthe Trust Amendments, the Merger and the transactions contemplated hereby at the Stockholders Meeting (as defined in Section 7.3(e) hereof), which will be held in accordance with the provisions of Section 7.3. In connection with the foregoing, the Seller Board has taken such actions and votes as are necessary on its part to render the provisions of Section 203 of the DGCL and all other takeover statutes applicable to Delaware corporations and any other applicable takeover statutes of any other state, inapplicable to this Agreement, the Merger and the transactions contemplated by this AgreementAgreement at the New Plan Shareholders Meeting. The execution and delivery by Seller of this Agreement and, subject Subject only to the approval of this Agreement and the transactions contemplated hereby (including the Trust Amendments) by the holders of a majority of the outstanding Seller Common SharesNew Plan Required Vote (as herein defined), the consummation by New Plan of the transactions contemplated hereby have has been duly authorized by all requisite corporate action on the part of the Seller and no other corporate proceedings on the part of the Seller are necessary to authorize this Agreement and the transactions contemplated hereby, other than the filing of the Certificate of MergerNew Plan. This Agreement has been duly executed and delivered by New Plan and constitutes the valid and legally binding obligations obligation of Seller New Plan, enforceable against it New Plan in accordance with its terms, except (i) as limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights generally, and (ii) as limited by similar laws relating to creditors' rights and general principles of equity. The affirmative vote of the availability holders of specific performance, injunctive relief not less than 66 2/3% of the issued and outstanding New Plan Common Shares is necessary to approve the Trust Amendments and the Merger (the "New Plan Required Vote"). No other vote of the holder of any capital stock of New Plan is required in connection with the Merger or other equitable remediesTrust Amendments.