Common use of Company Deliveries Clause in Contracts

Company Deliveries. The Company shall deliver to Acquirer, at or prior to the Closing, each of the following: (i) a certificate, dated as of the Closing Date and executed on behalf of the Company by its Chief Executive Officer, to the effect that each of the conditions set forth in clause (a) of Section 6.3 has been satisfied; (ii) a certificate, dated as of the Closing Date and executed on behalf of the Company by its Secretary, certifying the Company’s (A) Restated Charter, (B) Bylaws, (C) board resolutions by which the Board of Directors of the Company unanimously (i) determined that the Mergers are fair to, and in the best interests of, the Company and its stockholders, (ii) adopted this Agreement in accordance with Delaware Law, (iii) directed that this Agreement be submitted to the holders of Company Capital Stock for their adoption, and (iv) recommended that the holders of Company Capital Stock vote in favor of the adoption of this Agreement; with such certificate to be updated upon receipt of the Stockholder Approval to certify the Company’s stockholder resolutions adopting this Agreement and approving the Mergers and the other transactions contemplated by this Agreement and other matters in Acquirer’s reasonable discretion; (iii) a certificate from the Secretaries of State of the States of Delaware, California, Arizona (and the appropriate governmental authorities in Taiwan and India) and each other State or other jurisdiction in which the Company or any Subsidiary is qualified to do business as a foreign corporation, dated within three (3) days prior to the Closing Date and certifying that the Company or such Subsidiary is in good standing; (iv) the Company Closing Financial Certificate in a form reasonably acceptable to Acquirer (and in that regard the Company shall have provided to Acquirer reasonable access to the Company’s books and records to the extent necessary to enable Acquirer to conduct a reasonable review of the certificate and the calculations contained thereon). (v) the Company Stockholder Consent executed by each Company Stockholder listed on Exhibit B-1; (vi) evidence satisfactory to Acquirer of the resignation of each of the directors and each of the officers of the Company and of each Subsidiary in office immediately prior to the Closing as directors and/or officers, as applicable, of the Company and of each such Subsidiary, effective no later than immediately prior to the Effective Time; (vii) a Parachute Payment Waiver, in substantially the form attached hereto as Exhibit H (the “Parachute Payment Waiver”), executed by each Person required to execute such a waiver pursuant to Section 5.13 hereof; (viii) unless otherwise instructed by Acquirer no later than two (2) Business Days prior to the Closing, resolutions adopted by Company’s Board of Directors terminating Company’s 401(k) plan (the “Company 401(k) Plan”) no later than the day prior to Closing; (ix) evidence satisfactory to Acquirer of the novation or consent to assignment of any Person whose novation or consent to assignment, as the case may be, may be required in connection with the Mergers or any other transaction contemplated by this Agreement under the contracts listed or described on Exhibit I-1 hereto and the termination of the contracts listed on Exhibit I-2 hereto; (x) the Spreadsheet and a certificate executed on behalf of the Company by its Chief Executive Officer, dated as of the Closing Date, certifying that such Spreadsheet is true, correct and complete; (xi) (A) a Pay-Off Letter from each Company Lender (as defined in Section 5.19) and documentation in a form and substance reasonably satisfactory to Acquirer evidencing that all security interests in any assets of the Company granted to the Company Lender with respect to its Loan (as defined in Section 5.20) shall be released pursuant to the terms described in the Pay-off Letters (as defined in Section 5.20), and (B) authorizing Acquirer to file on behalf of the Company Lender a UCC-3 termination statement upon payment of such Company Lender’s Loan pursuant to the Pay-off Letter and (C) evidence reasonably satisfactory to Acquirer that all other Encumbrances (other than Permitted Encumbrances) on assets of the Company and its Subsidiaries shall have been released prior to or shall be released simultaneously with the Closing (and without limiting the foregoing, Silicon Valley Bank will have confirmed in writing that all amounts owed to it have been paid in full and that the loan agreement is terminated and shall have taken all actions required to release any liens it may have recorded against any patents or patent applications of the Company); (xii) FIRPTA documentation, including (A) a notice to the Internal Revenue Service, in accordance with the requirements of Treasury Regulation Section 1.897-2(h)(2), in substantially the form attached hereto as Exhibit J-1, dated as of the Closing Date and executed by the Chief Executive Officer of the Company on behalf of the Company, together with written authorization for Acquirer to deliver such notice form to the Internal Revenue Service on behalf of the Company after the Closing, and (B) a FIRPTA Notification Letter, in substantially the form attached hereto as Exhibit J-2, dated as of the Closing Date and executed by the Chief Executive Officer of the Company on behalf of the Company; (xiii) Either a Stockholder Agreement in substantially the form attached as Exhibit B-3 or a Joinder Agreement in substantially the form attached hereto as Exhibit K from the holders of 85% of the voting power of the Company Preferred Stock and Company Common Stock (voting together as a single class) as of the Record Date, to include Telesoft, Qualcomm, Crosslink, Panorama and Intel and affiliates. (xiv) either (A) written consents and waivers executed by such number of eligible shares of Company Capital Stock as is required by the terms of Section 280G(b)(5)(B) of the Code so as to render the parachute payment provisions of Section 280G of the Code inapplicable to any and all accelerated vesting payments, benefits, options and/or stock provided pursuant to agreements, contracts or arrangements that might otherwise result, separately or in the aggregate, in the payment of any amount and/or the provision of any benefit that would not be deductible by reason of Section 280G of the Code, with such stockholder approval or non-approval to be obtained in a manner which satisfies all applicable requirements of Section 280G(b)(5)(B) of the Code and the Treasury Regulations thereunder, including Q&A-7 of Section 1.280G-1 of such Treasury Regulations, or (B) in the absence of such stockholder approval, none of those payments or benefits shall be paid or payable or provided, pursuant to the Parachute Payment Waivers delivered to Acquirer pursuant to Section 1.3(b)(vii); (xv) correct and complete copies of all election statements under Section 83(b) of the Code, if any, that are in the Company’s possession or subject to its control, with respect to any securities issued by the Company that are unvested at the time of the Closing to any of its respective employees, non-employee directors, consultants and other service providers; (xvi) a Warrantholder Agreement executed by each of the Company Warrantholders (other than the Excluded Company Warrantholders)); (xvii) the Certificate of Merger, executed by the Company; and (xviii) A written analysis prepared by or on behalf of the Company in respect of the application of Section 382 of the Code to the net operating loss carryforwards of the Company prior to giving effect to the Mergers, which shall be prepared at Company’s expense.

Company Deliveries. The Company shall deliver to Acquirer, at or prior to At the Closing, subject to the terms and conditions hereof, the Company will deliver, or cause to be delivered, to each Purchaser (any or all of the following: (i) which may be waived by a certificate, dated as of the Closing Date and executed particular Purchaser on behalf of the Company by its Chief Executive Officeritself, in whole or in part, to the effect that each of the conditions set forth in clause extent permitted by applicable Law): (a) The Purchased Shares by electronic delivery to each Purchaser’s designated book-entry account with Computershare (it being understood that the Purchased Shares shall be issued only after receipt by the Company of Section 6.3 has been satisfiedthe full Purchase Price); (iib) a certificateAn opinion of Xxxxxx Xxxxxx & Xxxxxxxx LLP, dated as of the Closing Date and executed on behalf of the Company by its Secretary, certifying the Company’s (A) Restated Charter, (B) Bylaws, (C) board resolutions by which the Board of Directors of the Company unanimously (i) determined that the Mergers are fair to, and in the best interests of, the Company and its stockholders, (ii) adopted this Agreement in accordance with Delaware Law, (iii) directed that this Agreement be submitted to the holders of Company Capital Stock for their adoption, and (iv) recommended that the holders of Company Capital Stock vote in favor of the adoption of this Agreement; with such certificate to be updated upon receipt of the Stockholder Approval to certify the Company’s stockholder resolutions adopting this Agreement and approving the Mergers and the other transactions contemplated by this Agreement and other matters in Acquirer’s reasonable discretion; (iii) a certificate from the Secretaries of State of the States of Delaware, California, Arizona (and the appropriate governmental authorities in Taiwan and India) and each other State or other jurisdiction in which the Company or any Subsidiary is qualified to do business as a foreign corporation, dated within three (3) days prior to the Closing Date and certifying that the Company or such Subsidiary is in good standing; (iv) the Company Closing Financial Certificate in a form reasonably acceptable to Acquirer (and in that regard the Company shall have provided to Acquirer reasonable access to the Company’s books and records to the extent necessary to enable Acquirer to conduct a reasonable review of the certificate and the calculations contained thereon). (v) the Company Stockholder Consent executed by each Company Stockholder listed on Exhibit B-1; (vi) evidence satisfactory to Acquirer of the resignation of each of the directors and each of the officers of the Company and of each Subsidiary in office immediately prior to the Closing as directors and/or officers, as applicable, of the Company and of each such Subsidiary, effective no later than immediately prior to the Effective Time; (vii) a Parachute Payment Waiver, in substantially the form attached hereto as Exhibit H (the “Parachute Payment Waiver”), executed by each Person required to execute such a waiver pursuant to Section 5.13 hereof; (viii) unless otherwise instructed by Acquirer no later than two (2) Business Days prior to the Closing, resolutions adopted by Company’s Board of Directors terminating Company’s 401(k) plan (the “Company 401(k) Plan”) no later than the day prior to Closing; (ix) evidence satisfactory to Acquirer of the novation or consent to assignment of any Person whose novation or consent to assignment, as the case may be, may be required in connection with the Mergers or any other transaction contemplated by this Agreement under the contracts listed or described on Exhibit I-1 hereto and the termination of the contracts listed on Exhibit I-2 hereto; (x) the Spreadsheet and a certificate executed on behalf of the Company by its Chief Executive Officercounsel, dated as of the Closing Date, certifying in the form reasonably acceptable to such Purchaser (it being understood that such Spreadsheet is true, correct and completeopinion shall be issued after the issuance of the Purchased Securities); (xic) A scan of a certified copy of the Articles of Incorporation as certified by the Registrar of Corporations of the Republic of the Xxxxxxxx Islands within ten (A10) a Pay-Off Letter from each Company Lender days of the Closing Date; (as defined d) A copy of the Irrevocable Transfer Agent Instructions, in Section 5.19) and documentation in a the form and substance reasonably satisfactory acceptable to Acquirer evidencing that all security interests in any assets such Purchaser, which instructions shall have been delivered to the transfer agent of the Company granted (the “Transfer Agent”); (e) A letter from the Company’s transfer agent certifying the number of Common Shares outstanding on the Closing Date immediately prior to the Company Lender with respect to its Loan Closing; (as defined in Section 5.20f) shall be released pursuant to the terms described A certificate, in the Pay-off Letters (as defined in Section 5.20)form acceptable to such Purchaser, and (B) authorizing Acquirer to file on behalf of executed by the Company Lender a UCC-3 termination statement upon payment of such Company Lender’s Loan pursuant to the Pay-off Letter and (C) evidence reasonably satisfactory to Acquirer that all other Encumbrances (other than Permitted Encumbrances) on assets Secretary of the Company and its Subsidiaries shall have been released prior to or shall be released simultaneously with the Closing (and without limiting the foregoing, Silicon Valley Bank will have confirmed in writing that all amounts owed to it have been paid in full and that the loan agreement is terminated and shall have taken all actions required to release any liens it may have recorded against any patents or patent applications of the Company); (xii) FIRPTA documentation, including (A) a notice to the Internal Revenue Service, in accordance with the requirements of Treasury Regulation Section 1.897-2(h)(2), in substantially the form attached hereto as Exhibit J-1, dated as of the Closing Date Date, as to (i) the resolutions with respect to the transactions contemplated hereby adopted by the Company's in a form reasonably acceptable to such Purchaser, (ii) the Articles of Incorporation of the Company and (iii) the Bylaws of the Company as in effect at the Closing; (g) A certificate duly executed by the Chief Executive Officer of the Company on behalf of the Company, together with written authorization for Acquirer to deliver such notice form to the Internal Revenue Service on behalf of the Company after the Closing, and (B) a FIRPTA Notification Letter, in substantially the form attached hereto as Exhibit J-2, dated as of the Closing Date certifying that each and executed by the Chief Executive Officer every representation and warranty of the Company that are qualified by materiality or Material Adverse Effect shall be true and correct as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date) and that each and every other representation and warranty of the Company shall be true and correct in all material respects as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct in all material respects as of such specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Date and as to such other matters as may be reasonably requested by such Purchaser in the form acceptable to such Purchaser; (h) A scan of a certificate of the Registrar of Corporations of the Republic of the Xxxxxxxx Islands, dated a recent date, to the effect that the Company is in good standing; (i) A Warrant for the relevant number of Common Shares as indicated on behalf of Schedule A executed by the Company; (xiiij) Either a Stockholder Agreement in substantially the form attached as Exhibit B-3 or a Joinder Agreement in substantially the form attached hereto as Exhibit K from the holders of 85% A copy of the voting power of the Company Preferred Stock and Company Common Stock (voting together as a single class) as of the Record Date, to include Telesoft, Qualcomm, Crosslink, Panorama and Intel and affiliates. (xiv) either (A) written consents and waivers executed by such number of eligible shares of Company Capital Stock as is required by the terms of Section 280G(b)(5)(B) of the Code so as to render the parachute payment provisions of Section 280G of the Code inapplicable to any and all accelerated vesting payments, benefits, options and/or stock provided pursuant to agreements, contracts or arrangements that might otherwise result, separately or in the aggregate, in the payment of any amount and/or the provision of any benefit that would not be deductible by reason of Section 280G of the Code, with such stockholder approval or non-approval to be obtained in a manner which satisfies all applicable requirements of Section 280G(b)(5)(B) of the Code and the Treasury Regulations thereunder, including Q&A-7 of Section 1.280G-1 of such Treasury Regulations, or (B) in the absence of such stockholder approval, none of those payments or benefits shall be paid or payable or provided, pursuant to the Parachute Payment Waivers delivered to Acquirer pursuant to Section 1.3(b)(vii); (xv) correct and complete copies of all election statements under Section 83(b) of the Code, if any, that are in the Company’s possession or subject to its control, with respect to any securities issued by the Company that are unvested at the time of the Closing to any of its respective employees, non-employee directors, consultants and other service providers; (xvi) a Warrantholder Registration Rights Agreement executed by each of the Company Warrantholders (other than the Excluded Company Warrantholders)); (xvii) the Certificate of Merger, executed by the Company; and (xviiik) A written analysis prepared cross-receipt executed by or on behalf the Company and delivered to each Purchaser certifying that it has received the Purchase Price from such Purchaser as of the Company in respect of the application of Section 382 of the Code to the net operating loss carryforwards of the Company prior to giving effect to the Mergers, which shall be prepared at Company’s expenseClosing Date.

Company Deliveries. The At Closing, the Company shall deliver to Acquirer, at or prior to the Closing, Purchaser and Merger Sub each of the following, together with any additional items which Purchaser may reasonably request to effect the transactions contemplated herein: (i) a certificate, dated as certified copy of the Closing Date and executed on behalf corporate resolutions of the Company by its Chief Executive Officer, to the effect that each of the conditions set forth in clause (a) of Section 6.3 has been satisfied; (ii) a certificate, dated as of the Closing Date and executed on behalf of the Company by its Secretary, certifying the Company’s (A) Restated Charter, (B) Bylaws, (C) board resolutions by which the Board of Directors of the Company unanimously (i) determined that authorizing and approving the Mergers are fair toMerger and the execution, delivery, and in the best interests of, the Company and its stockholders, (ii) adopted this Agreement in accordance with Delaware Law, (iii) directed that this Agreement be submitted to the holders performance of Company Capital Stock for their adoption, and (iv) recommended that the holders of Company Capital Stock vote in favor of the adoption of this Agreement; with such certificate to be updated upon receipt of the Stockholder Approval to certify the Company’s stockholder resolutions adopting this Agreement and approving the Mergers all other documents, instruments and the other transactions agreements contemplated by this Agreement and other matters in Acquirer’s reasonable discretion;by the Company together with an incumbency certificate with respect to officers of the Company executing documents or instruments on behalf of the Company. (iiiii) a certificate from the Secretaries of State of the States of Delaware, California, Arizona Indemnity Escrow Agreement (defined in Sections 2.4(a) and (b) below) each duly executed by Common Stockholders and the appropriate governmental authorities in Taiwan and India) and each other State or other jurisdiction in which the Company or any Subsidiary is qualified to do business as a foreign corporation, dated within three (3) days prior to the Closing Date and certifying that the Company or such Subsidiary is in good standingescrow agent named therein; (iv) the Company Closing Financial Certificate in a form reasonably acceptable to Acquirer (written consents from all persons, entities and in that regard the Company shall have provided to Acquirer reasonable access regulatory bodies whose consent to the Company’s books Merger is required as set forth in Schedule 4.4 attached hereto, and records to consents from the extent necessary to enable Acquirer to conduct a reasonable review holders of Preferred Stock of the certificate and the calculations contained thereon).Company; (v) the Company Stockholder Consent executed by each Company Stockholder listed on Exhibit B-1; (vi) evidence satisfactory to Acquirer of the resignation of each of the directors corporate minute books, seals and each of the officers stock transfer books of the Company and of each Subsidiary in office immediately prior to certified by the Closing corporate secretary thereof as directors and/or officers, as applicable, of the Company and of each such Subsidiary, effective no later than immediately prior to the Effective Time; (vii) a Parachute Payment Waiver, in substantially the form attached hereto as Exhibit H (the “Parachute Payment Waiver”), executed by each Person required to execute such a waiver pursuant to Section 5.13 hereof; (viii) unless otherwise instructed by Acquirer no later than two (2) Business Days prior to the Closing, resolutions adopted by Company’s Board of Directors terminating Company’s 401(k) plan (the “Company 401(k) Plan”) no later than the day prior to Closing; (ix) evidence satisfactory to Acquirer of the novation or consent to assignment of any Person whose novation or consent to assignment, as the case may be, may be required in connection with the Mergers or any other transaction contemplated by this Agreement under the contracts listed or described on Exhibit I-1 hereto and the termination of the contracts listed on Exhibit I-2 hereto; (x) the Spreadsheet and a certificate executed on behalf of the Company by its Chief Executive Officer, dated as of the Closing Date, certifying that such Spreadsheet is true, correct and complete; (xivi) (A) a Pay-Off Letter from each Company Lender (as defined in Section 5.19) and documentation in a form and substance reasonably satisfactory to Acquirer evidencing that all security interests in any assets an opinion of the Company granted counsel to the Company Lender with respect to its Loan (as defined in Section 5.20) shall be released pursuant to the terms described Company, substantially in the Pay-off Letters (as defined in Section 5.20), and (Bform of Exhibit 1.8(a)(vi) authorizing Acquirer to file on behalf of the Company Lender a UCC-3 termination statement upon payment of such Company Lender’s Loan pursuant to the Pay-off Letter and (C) evidence reasonably satisfactory to Acquirer that all other Encumbrances (other than Permitted Encumbrances) on assets of the Company and its Subsidiaries shall have been released prior to or shall be released simultaneously with the Closing (and without limiting the foregoing, Silicon Valley Bank will have confirmed in writing that all amounts owed to it have been paid in full and that the loan agreement is terminated and shall have taken all actions required to release any liens it may have recorded against any patents or patent applications of the Company)attached hereto; (xiivii) FIRPTA documentation, including (A) a notice to the Internal Revenue Service, in accordance with the requirements Certificates of Treasury Regulation Section 1.897-2(h)(2), in substantially the form attached hereto as Exhibit J-1, dated as of the Closing Date and Merger duly executed by the Chief Executive Officer of the Company on behalf of the Company, together with written authorization for Acquirer to deliver such notice form to the Internal Revenue Service on behalf of the Company after the Closing, and (B) a FIRPTA Notification Letter, in substantially the form attached hereto as Exhibit J-2, dated as of the Closing Date and executed by the Chief Executive Officer of the Company on behalf of the Company; (xiiiviii) Either Good Standing Certificates issued by the Secretary of State of the State of Florida and all other states in which the Company is qualified as a Stockholder Agreement foreign corporation certifying that the Company is in substantially good standing as a corporation under the laws of said states, such certificates to be in form and substance acceptable to Purchaser and Merger Sub; (ix) a two (2) year noncompetition agreement in the form attached as of Exhibit B-3 or a Joinder Agreement in substantially the form 1.8(a)(ix) ("Noncompetition Agreement") attached hereto as duly executed by those persons listed on Exhibit K from the holders of 85% of the voting power of the Company Preferred Stock and Company Common Stock (voting together as a single class) as of the Record Date, to include Telesoft, Qualcomm, Crosslink, Panorama and Intel and affiliates.1.8 (xiva) either (A) written consents and waivers executed by such number of eligible shares of Company Capital Stock as is required by the terms of Section 280G(b)(5)(B) of the Code so as to render the parachute payment provisions of Section 280G of the Code inapplicable to any and all accelerated vesting payments, benefits, options and/or stock provided pursuant to agreements, contracts or arrangements that might otherwise result, separately or in the aggregate, in the payment of any amount and/or the provision of any benefit that would not be deductible by reason of Section 280G of the Code, with such stockholder approval or non-approval to be obtained in a manner which satisfies all applicable requirements of Section 280G(b)(5)(B) of the Code and the Treasury Regulations thereunder, including Q&A-7 of Section 1.280G-1 of such Treasury Regulations, or (B) in the absence of such stockholder approval, none of those payments or benefits shall be paid or payable or provided, pursuant to the Parachute Payment Waivers delivered to Acquirer pursuant to Section 1.3(b)(viiix)(1); (xvx) correct resignation letters from all officers and complete copies of all election statements under Section 83(b) directors of the CodeCompany, if any, that are in to be delivered immediately after the Company’s possession or subject to its control, with respect to any securities issued by the Company that are unvested at the time of the Closing to any of its respective employees, non-employee directors, consultants and other service providers; (xvi) a Warrantholder Agreement executed by each of the Company Warrantholders (other than the Excluded Company Warrantholders)); (xvii) the Certificate of Merger, executed by the CompanyEffective Time; and (xviiixi) A written analysis prepared by any other documents or on behalf of agreements contemplated hereby or necessary or appropriate to consummate the Company in respect of the application of Section 382 of the Code to the net operating loss carryforwards of the Company prior to giving effect to the Mergers, which shall be prepared at Company’s expensetransactions contemplated hereby.

Company Deliveries. The Company shall will deliver to Acquirer, at or prior to the Closing, each of the followingPurchaser: (i) a certificate, dated as copy of the Closing Date Amended and executed on behalf Restated Certificate of Incorporation in the Company by its Chief Executive Officer, to the effect that each of the conditions form set forth in clause Exhibit A (a) the “Charter”), certified by the Secretary of Section 6.3 has been satisfiedState of the State of Delaware as filed and effective; (ii) a certificatethe share certificates representing the Shares, dated as registered in the names of the Closing Date Purchaser, duly executed and executed on behalf of the Company delivered by its Secretary, certifying the Company’s (A) Restated Charter, (B) Bylaws, (C) board resolutions by which the Board of Directors of the Company unanimously (i) determined that the Mergers are fair to, and in the best interests of, the Company and its stockholders, (ii) adopted this Agreement in accordance with Delaware Law, (iii) directed that this Agreement be submitted to the holders of Company Capital Stock for their adoption, and (iv) recommended that the holders of Company Capital Stock vote in favor of the adoption of this Agreement; with such certificate to be updated upon receipt of the Stockholder Approval to certify the Company’s stockholder resolutions adopting this Agreement and approving the Mergers and the other transactions contemplated by this Agreement and other matters in Acquirer’s reasonable discretion; (iii) a certificate from the Secretaries copy of State each of the States of DelawareAncillary Agreements, California, Arizona (duly executed and delivered by all parties thereto other than the appropriate governmental authorities in Taiwan and India) and each other State or other jurisdiction in which the Company or any Subsidiary is qualified to do business as a foreign corporation, dated within three (3) days prior to the Closing Date and certifying that the Company or such Subsidiary is in good standingPurchaser; (iv) a legal opinion from counsel to the Company Closing Financial Certificate in a form reasonably acceptable to Acquirer (and in that regard the Company shall have provided to Acquirer reasonable access addressed to the Company’s books and records to Purchaser, dated the extent necessary to enable Acquirer to conduct a reasonable review Closing Date, substantially in the form of the certificate and the calculations contained thereon).Exhibit D attached hereto; (v) a certificate, executed by the Secretary of the Company, dated the Closing Date, attaching (i) the Charter, certified by the Secretary of State of the State of Delaware as filed and effective, (ii) the bylaws of the Company, (iii) duly adopted resolutions of the Board of Directors and shareholders of the Company Stockholder Consent executed by each authorizing the Company Stockholder listed on Exhibit B-1; (vi) evidence satisfactory to Acquirer consummate all of the resignation of each transactions contemplated hereby (including, without limitation, the issuance of the directors Shares and each issuance of the Common Stock upon conversion of the Preferred Shares), (iv) the names and true signatures of the officers of the Company authorized to sign this Agreement and the Ancillary Agreements and (v) a certificate of each Subsidiary in office immediately good standing from the Secretary of State of the State of Delaware dated a recent date prior to the Closing as directors and/or officers, as applicable, Date for each of the Company and of each such SubsidiaryUS Oncology, effective no later than immediately prior to the Effective TimeInc.; (viivi) a Parachute Payment Waivercertificate, in substantially the form attached hereto as Exhibit H (the “Parachute Payment Waiver”), executed by each Person required to execute such a waiver pursuant to Section 5.13 hereof; (viii) unless otherwise instructed by Acquirer no later than two (2) Business Days prior to the Closing, resolutions adopted by Company’s Board of Directors terminating Company’s 401(k) plan (the “Company 401(k) Plan”) no later than the day prior to Closing; (ix) evidence satisfactory to Acquirer of the novation or consent to assignment of any Person whose novation or consent to assignment, as the case may be, may be required in connection with the Mergers or any other transaction contemplated by this Agreement under the contracts listed or described on Exhibit I-1 hereto and the termination of the contracts listed on Exhibit I-2 hereto; (x) the Spreadsheet and a certificate executed on behalf of the Company by its Chief Executive Officer, dated as of the Closing Date, certifying that such Spreadsheet is true, correct and complete; (xi) (A) a Pay-Off Letter from each Company Lender (as defined in Section 5.19) and documentation in a form and substance reasonably satisfactory to Acquirer evidencing that all security interests in any assets of the Company granted to the Company Lender with respect to its Loan (as defined in Section 5.20) shall be released pursuant to the terms described in the Pay-off Letters (as defined in Section 5.20), and (B) authorizing Acquirer to file on behalf of the Company Lender a UCC-3 termination statement upon payment of such Company Lender’s Loan pursuant to the Pay-off Letter and (C) evidence reasonably satisfactory to Acquirer that all other Encumbrances (other than Permitted Encumbrances) on assets of the Company and its Subsidiaries shall have been released prior to or shall be released simultaneously with the Closing (and without limiting the foregoing, Silicon Valley Bank will have confirmed in writing that all amounts owed to it have been paid in full and that the loan agreement is terminated and shall have taken all actions required to release any liens it may have recorded against any patents or patent applications of the Company); (xii) FIRPTA documentation, including (A) a notice to the Internal Revenue Service, in accordance with the requirements of Treasury Regulation Section 1.897-2(h)(2), in substantially the form attached hereto as Exhibit J-1, dated as of the Closing Date and executed by the Chief Executive Officer of the Company on behalf of the Company, together with written authorization for Acquirer to deliver such notice form to dated the Internal Revenue Service on behalf of Closing Date, certifying that the representations and warranties made by the Company after the Closing, in Section 4 shall be true and (B) a FIRPTA Notification Letter, correct in substantially the form attached hereto as Exhibit J-2, dated as of all respects on the Closing Date and executed by the Chief Executive Officer of that the Company shall have performed all obligations and conditions herein required to be performed by it on behalf of or prior to the CompanyClosing Date; (xiiivii) Either a Stockholder Agreement in substantially the form attached as Exhibit B-3 or a Joinder Agreement in substantially the form attached hereto as Exhibit K from the holders of 85% of the voting power of the Company Preferred Stock and Company Common Stock (voting together as a single class) as of the Record Date, to include Telesoft, Qualcomm, Crosslink, Panorama and Intel and affiliates. (xiv) either (A) written consents and waivers executed by such number of eligible shares of Company Capital Stock as is required by the terms of Section 280G(b)(5)(B) of the Code so as to render the parachute payment provisions of Section 280G of the Code inapplicable to any and all accelerated vesting payments, benefits, options and/or stock provided pursuant to agreements, contracts or arrangements that might otherwise result, separately or in the aggregate, in the payment of any amount and/or the provision of any benefit that would not be deductible by reason of Section 280G of the Code, with such stockholder approval or non-approval to be obtained in a manner which satisfies all applicable requirements of Section 280G(b)(5)(B) of the Code and the Treasury Regulations thereunder, including Q&A-7 of Section 1.280G-1 of such Treasury Regulations, or (B) in the absence of such stockholder approval, none of those payments or benefits shall be paid or payable or provided, pursuant to the Parachute Payment Waivers delivered to Acquirer pursuant to Section 1.3(b)(vii); (xv) correct and complete copies of all election statements under Section 83(b) of the Codepermits, if anyconsents, that are in the Company’s possession or subject to its controlapprovals, with respect to any securities issued by the Company that are unvested at the time of the Closing to any of its respective employeesauthorizations, non-employee directors, consultants declarations and other service providers; (xvi) a Warrantholder Agreement executed by each of the Company Warrantholders (other than the Excluded Company Warrantholders)); (xvii) the Certificate of Merger, executed by the Companyfilings set forth on Schedule 4.4 and Schedule 4.17; and (xviiiviii) A written analysis prepared by such other documents as the Purchaser or on behalf its counsel may reasonably request to demonstrate satisfaction of the Company conditions and compliance with the agreements set forth in respect of this Agreement and the application of Section 382 of the Code to the net operating loss carryforwards of the Company prior to giving effect to the Mergers, which shall be prepared at Company’s expenseAncillary Agreements.

Company Deliveries. The Company shall deliver to AcquirerAcquiror, at or prior to the Closing, each of the following: (i) a certificate, dated as of the Closing Date and executed on behalf of the Company by its Chief Executive Officera duly authorized officer of the Company, to the effect that each of the conditions set forth in clause (aSection 7.3(a), Section 7.3(b) of and Section 6.3 has 7.3(d) have been satisfied; (ii) a certificate, dated as of the Closing Date and executed on behalf of the Company by its Secretary, certifying the Company’s (A) Restated Charterresolutions of the Company Board approving and authorizing the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby and (B) Bylaws, (C) board resolutions by which the Board of Directors of the Company unanimously (i) determined that Stockholders approving the Mergers are fair to, Merger and in the best interests of, the Company and its stockholders, (ii) adopted this Agreement in accordance with Delaware Law, (iii) directed that this Agreement be submitted to the holders of Company Capital Stock for their adoption, and (iv) recommended that the holders of Company Capital Stock vote in favor of the adoption of adopting this Agreement; with such certificate to be updated upon receipt of the Stockholder Approval to certify the Company’s stockholder resolutions adopting this Agreement and approving the Mergers and the other transactions contemplated by this Agreement and other matters in Acquirer’s reasonable discretion; (iii) a certificate from the Secretaries of State of Escrow Agreement, executed by the States of Delaware, California, Arizona (and the appropriate governmental authorities in Taiwan and India) and each other State or other jurisdiction in which the Company or any Subsidiary is qualified to do business as a foreign corporation, dated within three (3) days prior to the Closing Date and certifying that the Company or such Subsidiary is in good standingSecurityholders’ Representative; (iv) the Company Certificate of Merger, in substantially the form attached hereto as Exhibit D, dated as of the Closing Financial Certificate in a form reasonably acceptable to Acquirer (Date and in that regard the Company shall have provided to Acquirer reasonable access to executed by the Company’s books and records to the extent necessary to enable Acquirer to conduct a reasonable review of the certificate and the calculations contained thereon).; (v) the Company Stockholder Consent a statement of resignation executed by each Company Stockholder listed on Exhibit B-1; (vi) evidence satisfactory to Acquirer of the resignation of each of the directors and each of the officers of the Company Company, and if instructed by Buyer of each Subsidiary any Subsidiaries, in office immediately prior to the Closing as directors and/or directors, officers, or holders of power of attorney as applicable, of the Company and of each such SubsidiaryCompany, effective no later than immediately prior to the Effective Time; (viivi) a Parachute Payment Waiver, certificate dated within five (5) days prior to the Closing Date from the Secretary of State of the State of Delaware certifying that the Company is in substantially good standing under the form attached hereto as Exhibit H (laws of the “Parachute Payment Waiver”), executed by each Person required to execute such a waiver pursuant to Section 5.13 hereofState of Delaware; (viiivii) unless otherwise instructed by Acquirer no later than two the Spreadsheet within three (23) Business Days prior to the ClosingClosing Date completed to include all of the information specified in Section 2.7; (viii) the Estimated Balance Sheet and the calculation of the Estimated Working Capital and Estimated Company Cash within three (3) Business Days prior to the Closing Date; (ix) the Closing Expenses Certificate within three (3) Business Days prior to the Closing Date; (x) the Company Indebtedness Certificate within three (3) Business Days prior to the Closing Date; (xi) a certificate issued pursuant to and conforming with the requirements of (including the making of any required filings with the IRS) Treasury Regulations Sections 1.897-2(h) and 1.1445-2(c)(3) and in form and substance reasonably satisfactory to Acquirer, resolutions adopted certifying that the shares of capital stock in the Company do not constitute “United States real property interests” under Section 897(c) of the Code; and (xii) evidence, reasonably satisfactory to Acquiror, that the Company or its Affiliates, as applicable, have taken all actions necessary to terminate any Company Employee Plan that is sponsored by Company’s Board of Directors terminating Company’s the Company or its Subsidiaries and that is intended to be a tax qualified cash or deferred arrangement under Sections 401(a) and 401(k) plan of the Code (the “Terminating Company 401(k) Employee Plan”), including: (i) no adoption of a resolution terminating each such plan contingent upon Closing with a termination date that is not later than the day prior to Closing; (ix) evidence satisfactory to Acquirer of the novation or consent to assignment of any Person whose novation or consent to assignment, as the case may be, may be required in connection with the Mergers or any other transaction contemplated by this Agreement under the contracts listed or described on Exhibit I-1 hereto and the termination of the contracts listed on Exhibit I-2 hereto; (x) the Spreadsheet and a certificate executed on behalf of the Company by its Chief Executive Officer, dated as of the Closing Date, certifying that such Spreadsheet is true(ii) fully vesting the accounts of affected participants, correct and complete; (xiiii) (A) a Pay-Off Letter from each Company Lender (as defined in Section 5.19) and documentation in a form and substance reasonably satisfactory to Acquirer evidencing that making all security interests in any assets of the Company granted applicable required contributions to the Terminating Company Lender Employee Plans, including any applicable matching contributions, in connection with respect to its Loan (as defined in Section 5.20) shall be released pursuant to the terms described in the Pay-off Letters (as defined in Section 5.20)such termination, and (Biv) authorizing Acquirer to file on behalf notification of the Company Lender a UCC-3 termination statement upon payment of such Company Lender’s Loan pursuant to the Pay-off Letter and (C) evidence reasonably satisfactory to Acquirer that all other Encumbrances (other than Permitted Encumbrances) on assets of the Company and its Subsidiaries shall have been released prior to or shall be released simultaneously with the Closing (and without limiting the foregoing, Silicon Valley Bank will have confirmed in writing that all amounts owed to it have been paid in full and that the loan agreement is terminated and shall have taken all actions required to release any liens it may have recorded against any patents or patent applications of the Company); (xii) FIRPTA documentation, including (A) a notice to the Internal Revenue Service, in accordance with the requirements of Treasury Regulation Section 1.897-2(h)(2), in substantially the form attached hereto as Exhibit J-1, dated as of the Closing Date and executed by the Chief Executive Officer of the Company on behalf of the Company, together with written authorization for Acquirer to deliver such notice form to the Internal Revenue Service on behalf of the Company after the Closing, and (B) a FIRPTA Notification Letter, in substantially the form attached hereto as Exhibit J-2, dated as of the Closing Date and executed by the Chief Executive Officer of the Company on behalf of the Company; (xiii) Either a Stockholder Agreement in substantially the form attached as Exhibit B-3 or a Joinder Agreement in substantially the form attached hereto as Exhibit K from the holders of 85% of the voting power of the Company Preferred Stock and Company Common Stock (voting together as a single class) as of the Record Date, to include Telesoft, Qualcomm, Crosslink, Panorama and Intel and affiliatesapplicable third party vendors. (xiv) either (A) written consents and waivers executed by such number of eligible shares of Company Capital Stock as is required by the terms of Section 280G(b)(5)(B) of the Code so as to render the parachute payment provisions of Section 280G of the Code inapplicable to any and all accelerated vesting payments, benefits, options and/or stock provided pursuant to agreements, contracts or arrangements that might otherwise result, separately or in the aggregate, in the payment of any amount and/or the provision of any benefit that would not be deductible by reason of Section 280G of the Code, with such stockholder approval or non-approval to be obtained in a manner which satisfies all applicable requirements of Section 280G(b)(5)(B) of the Code and the Treasury Regulations thereunder, including Q&A-7 of Section 1.280G-1 of such Treasury Regulations, or (B) in the absence of such stockholder approval, none of those payments or benefits shall be paid or payable or provided, pursuant to the Parachute Payment Waivers delivered to Acquirer pursuant to Section 1.3(b)(vii); (xv) correct and complete copies of all election statements under Section 83(b) of the Code, if any, that are in the Company’s possession or subject to its control, with respect to any securities issued by the Company that are unvested at the time of the Closing to any of its respective employees, non-employee directors, consultants and other service providers; (xvi) a Warrantholder Agreement executed by each of the Company Warrantholders (other than the Excluded Company Warrantholders)); (xvii) the Certificate of Merger, executed by the Company; and (xviii) A written analysis prepared by or on behalf of the Company in respect of the application of Section 382 of the Code to the net operating loss carryforwards of the Company prior to giving effect to the Mergers, which shall be prepared at Company’s expense.

Company Deliveries. The Company shall deliver to AcquirerAcquiror, at or prior to the Closing, each of the following: (i) a certificate, dated as of the Closing Date and executed on behalf of the Company by its Chief Executive Officer, to the effect that each of the conditions set forth in clause (a) of Section 6.3 has been satisfied’s Certificate; (ii) a certificate, dated as of the Closing Date and executed on behalf of the Company by its Secretary, certifying the Company’s certifying: (A) Restated Charterresolutions of the Company Board approving and authorizing the execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which the Company is a party and the consummation by the Company of the transactions contemplated hereby; and (B) Bylaws, (C) board resolutions by which the Board of Directors of the Company unanimously (i) determined that the Mergers are fair to, and in the best interests of, the Company and its stockholders, (ii) adopted this Agreement in accordance with Delaware Law, (iii) directed that this Agreement be submitted to the holders of Company Capital Stock for their adoption, and (iv) recommended that the holders of Company Capital Stock vote in favor of the adoption of this Agreement; with such certificate to be updated upon receipt of the Stockholder Approval to certify the Company’s stockholder resolutions adopting this Agreement and approving the Mergers and the other transactions contemplated by this Agreement and other matters in Acquirer’s reasonable discretionConsent; (iii) a certificate from the Secretaries of State of the States of Delaware, California, Arizona (and the appropriate governmental authorities in Taiwan and India) and each other State or other jurisdiction in which the Company or any Subsidiary is qualified to do business as a foreign corporationEscrow Agreement, dated within three (3) days prior to as of the Closing Date and certifying that executed by the Company or such Subsidiary is in good standingSecurityholders’ Representative; (iv) the Company Closing Financial Certificate in a form reasonably acceptable to Acquirer (and in that regard the Company shall have provided to Acquirer reasonable access to the Company’s books and records to the extent necessary to enable Acquirer to conduct a reasonable review of the certificate and the calculations contained thereon). (v) the Company Stockholder Consent executed by each Company Stockholder listed on Exhibit B-1; (vi) evidence satisfactory to Acquirer of documents evidencing the resignation of each of the directors and each of the officers of the Company and of each Subsidiary in office immediately prior to the Closing as directors and/or officers, as applicable, of the Company and of each such SubsidiaryCompany, effective no later than immediately prior to as of the Effective Time; (viiv) a Parachute Payment Waivercertificate dated within ten (10) days prior to the Closing Date from the Secretaries of State of the State of Delaware and the State of California certifying that the Company is in good standing under the laws of the State of Delaware and State of California, in substantially the form attached hereto as Exhibit H (the “Parachute Payment Waiver”), executed by each Person required to execute such a waiver pursuant to Section 5.13 hereofrespectively; (viiivi) unless otherwise instructed by Acquirer no later than two (2) Business Days prior to the Closingpayoff letters, resolutions adopted by Company’s Board of Directors terminating Company’s 401(k) plan (the “Company 401(k) Plan”) no later than the day prior to Closing; (ix) evidence satisfactory to Acquirer of the novation or consent to assignment of any Person whose novation or consent to assignment, as the case may be, may be required in connection with the Mergers or any other transaction contemplated by this Agreement under the contracts listed or described on Exhibit I-1 hereto and the termination of the contracts listed on Exhibit I-2 hereto; (x) the Spreadsheet and a certificate executed on behalf of the Company by its Chief Executive Officer, dated as of the Closing Date, certifying that such Spreadsheet is true, correct and complete; (xi) (A) a Pay-Off Letter from each Company Lender (as defined in Section 5.19) and documentation in a form and substance reasonably satisfactory to Acquirer evidencing Acquiror, executed by the holders of Indebtedness identified on the Estimated Closing Certificate; and (vii) evidence satisfactory to Acquiror that all security interests in any assets either (A) the requisite stockholder approval under Section 280G(b)(5)(B) of the Company granted to the Company Lender Code was obtained with respect to its Loan (as defined any Parachute Payments in accordance with Section 5.20) shall be released pursuant to the terms described in the Pay-off Letters (as defined in Section 5.205.8(h), and or (B) authorizing Acquirer to file on behalf the requisite stockholder approval under Section 280G(b)(5)(B) of the Company Lender Code with respect to such Parachute Payments was not obtained, and as a UCC-3 termination statement upon payment of consequence, such Company Lender’s Loan Parachute Payments will not be made, retained or provided, pursuant to Parachute Payment waiver agreements entered into by the Pay-off Letter and (C) evidence reasonably satisfactory to Acquirer that all other Encumbrances (other than Permitted Encumbrances) on assets of the Company and its Subsidiaries shall have been released prior to or shall be released simultaneously with the Closing (and without limiting the foregoing, Silicon Valley Bank will have confirmed in writing that all amounts owed to it have been paid in full and that the loan agreement is terminated and shall have taken all actions required to release any liens it may have recorded against any patents or patent applications of the Company);affected individuals; and (xiiviii) FIRPTA documentation, including (A) a notice to the U.S. Internal Revenue Service, in accordance with the requirements of Treasury Regulation Section 1.897-2(h)(2), in substantially the form attached hereto as Exhibit J-1D, dated as of the Closing Date and executed by the Chief Executive Officer of the Company on behalf of the Company, together with written authorization for Acquirer to deliver such notice form to the Internal Revenue Service on behalf of the Company after the Closing, and (B) a FIRPTA Notification Letter, in substantially the form attached hereto as Exhibit J-2, dated as of the Closing Date and executed by the Chief Executive Officer of the Company on behalf of the Company; (xiii) Either a Stockholder Agreement in substantially the form attached as Exhibit B-3 or a Joinder Agreement in substantially the form attached hereto as Exhibit K from the holders of 85% of the voting power of the Company Preferred Stock and Company Common Stock (voting together as a single class) as of the Record Date, to include Telesoft, Qualcomm, Crosslink, Panorama and Intel and affiliates. (xiv) either (A) written consents and waivers executed by such number of eligible shares of Company Capital Stock as is required by the terms of Section 280G(b)(5)(B) of the Code so as to render the parachute payment provisions of Section 280G of the Code inapplicable to any and all accelerated vesting payments, benefits, options and/or stock provided pursuant to agreements, contracts or arrangements that might otherwise result, separately or in the aggregate, in the payment of any amount and/or the provision of any benefit that would not be deductible by reason of Section 280G of the Code, with such stockholder approval or non-approval to be obtained in a manner which satisfies all applicable requirements of Section 280G(b)(5)(B) of the Code and the Treasury Regulations thereunder, including Q&A-7 of Section 1.280G-1 of such Treasury Regulations, or (B) in the absence of such stockholder approval, none of those payments or benefits shall be paid or payable or provided, pursuant to the Parachute Payment Waivers delivered to Acquirer pursuant to Section 1.3(b)(vii); (xv) correct and complete copies of all election statements under Section 83(b) of the Code, if any, that are in the Company’s possession or subject to its control, with respect to any securities issued by the Company that are unvested at the time of the Closing to any of its respective employees, non-employee directors, consultants and other service providers; (xvi) a Warrantholder Agreement executed by each of the Company Warrantholders (other than the Excluded Company Warrantholders)); (xvii) the Certificate of Merger, executed by the Company; and (xviii) A written analysis prepared by or on behalf of the Company in respect of the application of Section 382 of the Code to the net operating loss carryforwards of the Company prior to giving effect to the Mergers, which shall be prepared at Company’s expense.

Company Deliveries. The Company shall deliver to Acquirer, at or prior to the Closing, each of the following: (i) a certificate, dated as of the Closing Date and executed on behalf of the Company by its Chief Executive Officer, to the effect that each of the conditions set forth in clause (a) of Section 6.3 has been satisfied;[intentionally deleted] (ii) a certificate, dated as of the Closing Date and executed on behalf of the Company by its Secretarysecretary, certifying the Company’s (A) Restated Charterthe certificate of incorporation, including any amendments thereto, of the Company (the “Certificate of Incorporation”) in effect as of the Closing, (B) the bylaws, including any amendments thereto, of the Company (the “Bylaws, ”) in effect as of the Closing and (C) board the unanimously approved resolutions by which of the Board of Directors of (I) declaring this Agreement and the Company unanimously (i) determined that Transactions, including the Mergers are Merger, upon the terms and subject to the conditions set forth herein, advisable, fair to, to and in the best interests of, of the Company and its stockholdersthe Company Stockholders, (iiII) adopted approving this Agreement in accordance with the applicable provisions of Delaware Law, Law and (iiiIII) directed directing that the adoption of this Agreement be submitted to the holders of Company Capital Stock Stockholders for their adoption, consideration and (iv) recommended recommending that the holders of Company Capital Stock vote in favor all of the adoption of this Agreement; with such certificate to be updated upon receipt of the Stockholder Approval to certify the Company’s stockholder resolutions adopting Company Stockholders adopt this Agreement and approving approve the Mergers and the other transactions contemplated by this Agreement and other matters in Acquirer’s reasonable discretionMerger; (iii) written acknowledgments pursuant to which any Person that is entitled to any Transaction Expenses acknowledges (A) the total amount of Transaction Expenses that has been incurred and remains payable as of the Closing Date to such Person and (B) that, upon payment of such remaining payable amount at the Closing, such Person shall be paid in full and shall not be owed any other amount by any of Acquirer, the Company, its Affiliates and/or the Surviving Corporation (each, a “Final Invoice”); (iv) payoff letters or similar instruments in form and substance reasonably satisfactory to Acquirer with respect to all Company Debt (other than the capital leases set forth in Schedule 2.3(g) of the Company Disclosure Letter and the Company Convertible Notes), which letters provide for the release of all Encumbrances relating to the Company Debt following satisfaction of the terms contained in such payoff letters (including any premiums above the principal amount of such Company Debt or any fees payable in connection with such Company Debt) (each such letter or instrument, a “Payoff Letter”); (v) Written Consents duly executed by the Consenting Stockholders; (vi) evidence reasonably satisfactory to Acquirer of the resignation (to the extent such resignations are requested in writing by Acquirer at least three (3) Business Days prior to the Closing) of each director and officer of the Company in office immediately prior to the Closing (in their capacities as such), effective as of, and contingent upon, the Effective Time; (vii) unless otherwise requested by Acquirer in writing no less than three Business Days prior to the Closing Date, a true, correct and complete copy of resolutions adopted by the Board or any applicable committee thereof, certified by the secretary of the Company, authorizing the termination of the Company’s 401(k) Plan (the “401(k) Plan”) and the Company Option Plan, with termination of the 401(k) Plan to be effective as of the date immediately preceding the Closing Date and contingent upon the Closing; (viii) a certificate from the Secretaries Secretary of State of the States State of Delaware, Californiaand to the extent available, Arizona (and the appropriate governmental authorities in Taiwan and India) California and each other State state or other jurisdiction in which the Company or any Subsidiary is qualified to do business as a foreign corporation, dated within three (3) days five Business Days prior to the Closing Date and Date, certifying that the Company or such Subsidiary is in good standing; (ivix) the Company Closing Financial Certificate Spreadsheet completed to include all of the information specified in Section 5.8 in a form reasonably acceptable to Acquirer (and in that regard the Company shall have provided to Acquirer reasonable access to the Company’s books and records to the extent necessary to enable Acquirer to conduct a reasonable review of the certificate and the calculations contained thereon). (v) the Company Stockholder Consent executed by each Company Stockholder listed on Exhibit B-1; (vi) evidence satisfactory to Acquirer of the resignation of each of the directors and each of the officers of the Company and of each Subsidiary in office immediately prior to the Closing as directors and/or officers, as applicable, of the Company and of each such Subsidiary, effective no later than immediately prior to the Effective Time; (vii) a Parachute Payment Waiver, in substantially the form attached hereto as Exhibit H (the “Parachute Payment Waiver”), executed by each Person required to execute such a waiver pursuant to Section 5.13 hereof; (viii) unless otherwise instructed by Acquirer no later than two (2) Business Days prior to the Closing, resolutions adopted by Company’s Board of Directors terminating Company’s 401(k) plan (the “Company 401(k) Plan”) no later than the day prior to Closing; (ix) evidence satisfactory to Acquirer of the novation or consent to assignment of any Person whose novation or consent to assignment, as the case may be, may be required in connection with the Mergers or any other transaction contemplated by this Agreement under the contracts listed or described on Exhibit I-1 hereto and the termination of the contracts listed on Exhibit I-2 hereto; (x) the Spreadsheet and a certificate executed on behalf by the chief legal officer of the Company by its Chief Executive OfficerCompany, dated as of the Closing Date, certifying on behalf of the Company that such the Spreadsheet is true, correct and complete; (x) the Closing Balance Sheet and a certificate executed by the chief executive officer of the Company, dated as of the Closing Date, certifying on behalf of the Company that the Closing Balance Sheet has been prepared in good faith, and to the Company’s knowledge, is true, correct and complete; (xi) FIRPTA documentation, consisting of (A) a Pay-Off Letter from each Company Lender (as defined in Section 5.19) and documentation in a form and substance reasonably satisfactory to Acquirer evidencing that all security interests in any assets of the Company granted to the Company Lender with respect to its Loan (as defined in Section 5.20) shall be released pursuant to the terms described in the Pay-off Letters (as defined in Section 5.20), and (B) authorizing Acquirer to file on behalf of the Company Lender a UCC-3 termination statement upon payment of such Company Lender’s Loan pursuant to the Pay-off Letter and (C) evidence reasonably satisfactory to Acquirer that all other Encumbrances (other than Permitted Encumbrances) on assets of the Company and its Subsidiaries shall have been released prior to or shall be released simultaneously with the Closing (and without limiting the foregoing, Silicon Valley Bank will have confirmed in writing that all amounts owed to it have been paid in full and that the loan agreement is terminated and shall have taken all actions required to release any liens it may have recorded against any patents or patent applications of the Company); (xii) FIRPTA documentation, including (Ai) a notice to the Internal Revenue ServiceIRS, in accordance with the requirements of Treasury Regulation Section 1.897-2(h)(2), in substantially the form attached hereto as Exhibit J-1G-1, dated as of the Closing Date and executed by the Chief Executive Officer of the Company on behalf of the Company, together with written authorization for Acquirer to deliver such notice form to the Internal Revenue Service IRS on behalf of the Company after the Closing, Closing and (Bii) a FIRPTA Notification Letter, in substantially the form attached hereto as Exhibit J-2G-2, dated as of the Closing Date and executed by the Chief Executive Officer Company; and (B) a certificate of non-foreign status, in substantially the Company form attached hereto as Exhibit G-3, executed on behalf of the Company; (xiii) Either a Stockholder Agreement in substantially the form attached as Exhibit B-3 or a Joinder Agreement in substantially the form attached hereto as Exhibit K from the holders of 85% of the voting power of the Company Preferred Stock and Company Common Stock (voting together as a single class) as of the Record Date, to include Telesoft, Qualcomm, Crosslink, Panorama and Intel and affiliates. (xiv) either (A) written consents and waivers executed by such number of eligible shares of Company Capital Stock as is required by the terms of Section 280G(b)(5)(B) of the Code so as to render the parachute payment provisions of Section 280G of the Code inapplicable to any and all accelerated vesting payments, benefits, options and/or stock provided pursuant to agreements, contracts or arrangements that might otherwise result, separately or in the aggregate, in the payment of any amount and/or the provision of any benefit that would not be deductible by reason of Section 280G of the Code, with such stockholder approval or non-approval to be obtained in a manner which satisfies all applicable requirements of Section 280G(b)(5)(B) of the Code and the Treasury Regulations thereunder, including Q&A-7 of Section 1.280G-1 of such Treasury Regulations, or (B) in the absence of such stockholder approval, none of those payments or benefits shall be paid or payable or provided, pursuant to the Parachute Payment Waivers delivered to Acquirer pursuant to Section 1.3(b)(vii); (xv) correct and complete copies of all election statements under Section 83(b) of the Code, if any, that are in the Company’s possession or subject to its control, with respect to any securities issued by the Company that are unvested at the time of the Closing to any of its respective employees, non-employee directors, consultants and other service providers; (xvi) a Warrantholder Agreement executed by each of the Company Warrantholders (other than the Excluded Company Warrantholders)); (xviixii) the Certificate of Merger, executed by the Company; and (xviiixiii) A written analysis prepared by or on behalf of evidence reasonably satisfactory to Acquirer that the Company in respect of has terminated the application of Section 382 of the Code to the net operating loss carryforwards of the Company prior to giving effect to the Mergers, which shall be prepared at Company’s expenseCarveout Plan.

Company Deliveries. The At Closing, the Company shall deliver to Acquirer, at or prior to the Closing, Phoenix Life each of the following, together with any additional items which the Company may reasonably request to effect the transactions contemplated herein: (i) a certificate, dated as certified copy of the Closing Date and executed on behalf corporate resolutions of the Company by its Chief Executive Officer, to the effect that each of the conditions set forth in clause (a) of Section 6.3 has been satisfied; (ii) a certificate, dated as of the Closing Date and executed on behalf of the Company by its Secretary, certifying the Company’s (A) Restated Charter, (B) Bylaws, (C) board resolutions by which the Board of Directors of the Company unanimously (i) determined that authorizing and approving the Mergers are fair toMerger and the execution, delivery, and in the best interests of, the Company and its stockholders, (ii) adopted this Agreement in accordance with Delaware Law, (iii) directed that this Agreement be submitted to the holders performance of Company Capital Stock for their adoption, and (iv) recommended that the holders of Company Capital Stock vote in favor of the adoption of this Agreement; with such certificate to be updated upon receipt of the Stockholder Approval to certify the Company’s stockholder resolutions adopting this Agreement and approving the Mergers all other documents, instruments and the other transactions agreements contemplated by this Agreement by the Company together with an incumbency certificate with respect to officers of the Company executing documents or instruments on behalf of the Company. (ii) written consents from all persons, entities and other matters in Acquirer’s reasonable discretionregulatory bodies whose consent to the Merger is required by law; (iii) a certificate from the Secretaries of State of the States of Delawarecorporate minute books, California, Arizona (seals and the appropriate governmental authorities in Taiwan and India) and each other State or other jurisdiction in which the Company or any Subsidiary is qualified to do business as a foreign corporation, dated within three (3) days prior to the Closing Date and certifying that the Company or such Subsidiary is in good standing; (iv) the Company Closing Financial Certificate in a form reasonably acceptable to Acquirer (and in that regard the Company shall have provided to Acquirer reasonable access to the Company’s stock transfer books and records to the extent necessary to enable Acquirer to conduct a reasonable review of the certificate and the calculations contained thereon). (v) the Company Stockholder Consent executed by each Company Stockholder listed on Exhibit B-1; (vi) evidence satisfactory to Acquirer of the resignation of each of the directors and each of the officers of the Company and of each Subsidiary in office immediately prior to certified by the Closing corporate secretary thereof as directors and/or officers, as applicable, of the Company and of each such Subsidiary, effective no later than immediately prior to the Effective Time; (vii) a Parachute Payment Waiver, in substantially the form attached hereto as Exhibit H (the “Parachute Payment Waiver”), executed by each Person required to execute such a waiver pursuant to Section 5.13 hereof; (viii) unless otherwise instructed by Acquirer no later than two (2) Business Days prior to the Closing, resolutions adopted by Company’s Board of Directors terminating Company’s 401(k) plan (the “Company 401(k) Plan”) no later than the day prior to Closing; (ix) evidence satisfactory to Acquirer of the novation or consent to assignment of any Person whose novation or consent to assignment, as the case may be, may be required in connection with the Mergers or any other transaction contemplated by this Agreement under the contracts listed or described on Exhibit I-1 hereto and the termination of the contracts listed on Exhibit I-2 hereto; (x) the Spreadsheet and a certificate executed on behalf of the Company by its Chief Executive Officer, dated as of the Closing Date, certifying that such Spreadsheet is true, correct and complete; (xiiv) (A) a Pay-Off Letter from each Company Lender (as defined in Section 5.19) and documentation in a form and substance reasonably satisfactory to Acquirer evidencing that all security interests in any assets the Certificates of the Company granted to the Company Lender with respect to its Loan (as defined in Section 5.20) shall be released pursuant to the terms described in the Pay-off Letters (as defined in Section 5.20), and (B) authorizing Acquirer to file on behalf of the Company Lender a UCC-3 termination statement upon payment of such Company Lender’s Loan pursuant to the Pay-off Letter and (C) evidence reasonably satisfactory to Acquirer that all other Encumbrances (other than Permitted Encumbrances) on assets of the Company and its Subsidiaries shall have been released prior to or shall be released simultaneously with the Closing (and without limiting the foregoing, Silicon Valley Bank will have confirmed in writing that all amounts owed to it have been paid in full and that the loan agreement is terminated and shall have taken all actions required to release any liens it may have recorded against any patents or patent applications of the Company); (xii) FIRPTA documentation, including (A) a notice to the Internal Revenue Service, in accordance with the requirements of Treasury Regulation Section 1.897-2(h)(2), in substantially the form attached hereto as Exhibit J-1, dated as of the Closing Date and Merger duly executed by the Chief Executive Officer of the Company on behalf of the Company, together with written authorization for Acquirer to deliver such notice form to the Internal Revenue Service on behalf of the Company after the Closing, and (B) a FIRPTA Notification Letter, in substantially the form attached hereto as Exhibit J-2, dated as of the Closing Date and executed by the Chief Executive Officer of the Company on behalf of the Company; (xiiiv) Either a Stockholder Agreement Registration Statement (the “Registration Statement”) on Form S-1 will be prepared and filed as soon as practicable following the Closing. Each Party shall cooperate with and shall promptly perform all actions and provide all information and documents to the other Party as required or desired by such other Party in substantially connection with the form attached as Exhibit B-3 or a Joinder Agreement in substantially the form attached hereto as Exhibit K from the holders preparation, filing, and effectiveness of 85% of the voting power of the Company Preferred Stock and Company Common Stock (voting together as a single class) as of the Record Date, to include Telesoft, Qualcomm, Crosslink, Panorama and Intel and affiliatesthis Registration Statement. (xivviii) either (A) written consents and waivers executed by such number of eligible shares of Company Capital Stock as is required Good Standing Certificates issued by the terms Secretary of Section 280G(b)(5)(B) State of the Code so as to render the parachute payment provisions State of Section 280G of the Code inapplicable to any Nevada and all accelerated vesting paymentsother states in which the Company is qualified as a foreign corporation certifying that the Company is in good standing as a corporation under the laws of said states, benefits, options and/or stock provided pursuant to agreements, contracts or arrangements that might otherwise result, separately or in the aggregate, in the payment of any amount and/or the provision of any benefit that would not be deductible by reason of Section 280G of the Code, with such stockholder approval or non-approval certificates to be obtained in a manner which satisfies all applicable requirements of Section 280G(b)(5)(B) of the Code form and the Treasury Regulations thereunder, including Q&A-7 of Section 1.280G-1 of such Treasury Regulations, or (B) in the absence of such stockholder approval, none of those payments or benefits shall be paid or payable or provided, pursuant substance acceptable to the Parachute Payment Waivers delivered to Acquirer pursuant to Section 1.3(b)(vii)Phoenix Life; (xvix) correct and complete copies of all election statements under Section 83(b) verification of the Code, if any, that are in the Company’s possession or subject to its control, submission of a name and symbol change with respect to any securities issued by the Company that are unvested at the time of the Closing to any of its respective employees, non-employee directors, consultants and other service providersFINRA; (xvix) a Warrantholder Agreement executed by each resignation letters from all officers and directors of the Company Warrantholders (other than Company, to be delivered immediately after the Excluded Company Warrantholders));Effective Time (xviixi) the Certificate engagement of Merger, executed by counsel to finalize resolution of all outstanding IRS liabilities for the Company, its Directors, and its Officers (such resolution to occur within 90 days of closing); and (xviiixii) A written analysis prepared by any other documents or on behalf of agreements contemplated hereby or necessary or appropriate to consummate the Company in respect of the application of Section 382 of the Code to the net operating loss carryforwards of the Company prior to giving effect to the Mergers, which shall be prepared at Company’s expensetransactions contemplated hereby.

Company Deliveries. The At the Closing, the Company shall deliver to Acquirer, at or prior to the Closing, each of the followingPurchaser: (i) Transmittal Letters substantially in the form attached hereto as Exhibit B (the “Transmittal Letters”), executed by each Unitholder, together with executed instruments of transfer, if appropriate, and any other documents as may be reasonably requested by Purchaser to effectuate the transfer of the Class A Units. (ii) A certificate of the Managers of the Company certifying that attached thereto are (A) true and complete copies of the Organizational Documents of the Company and its Subsidiaries, (B) true and complete copies of resolutions of the board of managers of the Company unanimously approving the Transaction Agreements and the transactions contemplated under the Transaction Agreements and certifying that such resolutions were duly adopted, have not been amended or rescinded and are in full force and effect, and (C) true and complete copies of resolutions of the requisite majority of the Unitholders of the Company, pursuant to applicable Law and the Organizational Documents, representing 100% of the proceeds payable to the Unitholders in accordance with the terms of this Agreement, approving the Transaction Agreements and the transactions contemplated under the Transaction Agreements (the “Written Consent”) and certifying that such resolutions were duly adopted, have not been amended or rescinded, and are in full force and effect. (iii) Evidence of the consent or approval of each Person that is a certificateparty to a Contract (including evidence of the payment or any required payment) and whose consent or approval is required to be set forth on Schedule 1.13(a)(iii), and such consent or approval will be in form and substance reasonably satisfactory to the Purchaser. (iv) A copy of Purchaser’s form offer letter and employer proprietary invention assignment agreement (the “Employment Documents”), duly executed and delivered by the individuals set forth on Schedule 1.13(a)(iv). (v) A copy of the non-competition and non-solicitation agreement, in the form attached hereto as Exhibit C (the “Non-Competition and Non-Solicitation Agreement”), duly executed and delivered by each of the Persons set forth on Schedule 1.13(a)(v). (vi) A certificate of good standing as of a date within five (5) Business Days prior to Closing from the Secretary of State in each state where the Company and each of its Subsidiaries is incorporated, organized or qualified to do business. (vii) A properly completed and executed IRS Form W-9 from each Unitholder dated as of the Closing Date and executed on behalf establishing that such Unitholder is not a “foreign person” as defined in Section 1445 of the Company by its Chief Executive Officer, Code and not subject to the effect that each of the conditions set forth in clause (a) of Section 6.3 has been satisfied; (ii) a certificate, dated as of the Closing Date and executed on behalf of the Company by its Secretary, certifying the Company’s (A) Restated Charter, (B) Bylaws, (C) board resolutions by which the Board of Directors of the Company unanimously (i) determined that the Mergers are fair to, and in the best interests of, the Company and its stockholders, (ii) adopted this Agreement in accordance with Delaware Law, (iii) directed that this Agreement be submitted to the holders of Company Capital Stock for their adoption, and (iv) recommended that the holders of Company Capital Stock vote in favor of the adoption of this Agreement; with such certificate to be updated upon receipt of the Stockholder Approval to certify the Company’s stockholder resolutions adopting this Agreement and approving the Mergers and the other transactions contemplated by this Agreement and other matters in Acquirer’s reasonable discretion; (iii) a certificate from the Secretaries of State of the States of Delaware, California, Arizona (and the appropriate governmental authorities in Taiwan and India) and each other State or other jurisdiction in which the Company or any Subsidiary is qualified to do business as a foreign corporation, dated within three (3) days prior to the Closing Date and certifying that the Company or such Subsidiary is in good standing; (iv) the Company Closing Financial Certificate in a form reasonably acceptable to Acquirer (and in that regard the Company shall have provided to Acquirer reasonable access to the Company’s books and records to the extent necessary to enable Acquirer to conduct a reasonable review of the certificate and the calculations contained thereon)back-up withholding Tax. (vviii) A copy of the Company Stockholder Consent escrow agreement, in the form attached hereto as Exhibit D the “Escrow Agreement”), duly executed by each Company Stockholder listed on Exhibit B-1;the Agent. (viix) evidence satisfactory to Acquirer of the resignation of each of the directors and each of the officers of the Company and of each Subsidiary in office immediately prior to the Closing as directors and/or officers, as applicable, of the Company and of each such Subsidiary, effective no later than immediately prior to the Effective Time; (vii) a Parachute Payment WaiverA non-revocable UAR Termination Agreement, in substantially the form attached hereto as Exhibit H E (the a “Parachute Payment WaiverUAR Termination Agreement”), duly executed by each Person required to execute such a waiver pursuant to Section 5.13 hereof; (viii) unless otherwise instructed by Acquirer no later than two (2) Business Days prior to the Closing, resolutions adopted by Company’s Board of Directors terminating Company’s 401(k) plan (the “Company 401(k) Plan”) no later than the day prior to Closing; (ix) evidence satisfactory to Acquirer of the novation or consent to assignment of any Person whose novation or consent to assignment, as the case may be, may be required in connection with the Mergers or any other transaction contemplated by this Agreement under the contracts listed or described on Exhibit I-1 hereto UAR Holder and the termination of the contracts listed on Exhibit I-2 hereto;Company. (x) the Spreadsheet A Support and a certificate executed on behalf of the Company by its Chief Executive Officer, dated as of the Closing Date, certifying that such Spreadsheet is true, correct and complete; (xi) (A) a Pay-Off Letter from each Company Lender (as defined in Section 5.19) and documentation in a form and substance reasonably satisfactory to Acquirer evidencing that all security interests in any assets of the Company granted to the Company Lender with respect to its Loan (as defined in Section 5.20) shall be released pursuant to the terms described in the Pay-off Letters (as defined in Section 5.20), and (B) authorizing Acquirer to file on behalf of the Company Lender a UCC-3 termination statement upon payment of such Company Lender’s Loan pursuant to the Pay-off Letter and (C) evidence reasonably satisfactory to Acquirer that all other Encumbrances (other than Permitted Encumbrances) on assets of the Company and its Subsidiaries shall have been released prior to or shall be released simultaneously with the Closing (and without limiting the foregoing, Silicon Valley Bank will have confirmed in writing that all amounts owed to it have been paid in full and that the loan agreement is terminated and shall have taken all actions required to release any liens it may have recorded against any patents or patent applications of the Company); (xii) FIRPTA documentation, including (A) a notice to the Internal Revenue Service, in accordance with the requirements of Treasury Regulation Section 1.897-2(h)(2)Release Agreement, in substantially the form attached hereto as Exhibit J-1F (a “Support and Release Agreement”), dated duly executed by each Unitholder and each Founder. (xi) A copy of each Founder Employment Agreement, duly executed by Xxxxxxxxx and the Founder party thereto. (xii) Written resignations of each manager and officer of the Company and its Subsidiaries (unless the Purchaser has otherwise notified the Company in writing prior to the Closing), which such resignations shall be effective as of the Closing Date and executed by the Chief Executive Officer of the Company on behalf of the Company, together with written authorization for Acquirer to deliver such notice form to the Internal Revenue Service on behalf of the Company after the Closing, and (B) a FIRPTA Notification Letter, in substantially the form attached hereto as Exhibit J-2, dated as of the Closing Date and executed by the Chief Executive Officer of the Company on behalf of the Company;. (xiii) Either a Stockholder Agreement in substantially the form attached as Exhibit B-3 or a Joinder Agreement in substantially the form attached hereto as Exhibit K from the holders of 85% Evidence of the voting power termination of the Company Preferred Stock and Company Common Stock (voting together as a single class) as of the Record Date, to include Telesoft, Qualcomm, Crosslink, Panorama and Intel and affiliatesagreements set forth on Schedule 1.13(a)(xiii). (xiv) either (A) written consents and waivers executed by such number of eligible shares of Company Capital Stock as is required by the terms of Section 280G(b)(5)(B) of the Code so as to render the parachute payment provisions of Section 280G of the Code inapplicable to any and all accelerated vesting payments, benefits, options and/or stock provided pursuant to agreements, contracts or arrangements that might otherwise result, separately or in the aggregate, in the payment of any amount and/or the provision of any benefit that would not be deductible by reason of Section 280G of the Code, with such stockholder approval or non-approval to be obtained in a manner which satisfies all applicable requirements of Section 280G(b)(5)(B) of the Code and the Treasury Regulations thereunder, including Q&A-7 of Section 1.280G-1 of such Treasury Regulations, or (B) in the absence of such stockholder approval, none of those payments or benefits shall be paid or payable or provided, pursuant to the Parachute Payment Waivers delivered to Acquirer pursuant to Section 1.3(b)(vii); (xv) correct and complete copies of all election statements under Section 83(b) of the Code, if any, that are in the Company’s possession or subject to its control, with respect to any securities issued by the Company that are unvested at the time of the Closing to any of its respective employees, non-employee directors, consultants and other service providers; (xvi) a Warrantholder Agreement executed by each of the Company Warrantholders (other than the Excluded Company Warrantholders)); (xvii) the Certificate of Merger, executed by the Company; and (xviii) A written analysis prepared by or on behalf of the Company in respect of the application of Section 382 of the Code to the net operating loss carryforwards of the Company prior to giving effect to the Mergers, which shall be prepared at Company’s expense.

Company Deliveries. The On or before the Amended and Restated Purchase Agreement Closing Date, the Company shall deliver have delivered, or caused to Acquirerbe delivered, at or prior to the Closing, each of the followingPurchaser: (ia) the Acquired Common Shares by delivering certificates (bearing the legends set forth in Section 4.8) evidencing such Acquired Common Shares, all free and clear of any Liens, encumbrances or interests of any other party; (b) a certificatecertificate of the Secretary of the Company, dated as of the Amended and Restated Purchase Agreement Closing Date and executed on behalf of the Company by its Chief Executive Officer, to the effect that each of the conditions set forth in clause (a) of Section 6.3 has been satisfied; (ii) a certificate, dated as of the Closing Date and executed on behalf of the Company by its SecretaryDate, certifying the Company’s (A) Restated Charter, (B) Bylaws, (C) board resolutions adopted by which the Board of Directors of the Company unanimously (i) determined that the Mergers are fair to, and in the best interests of, the Company and its stockholders, (ii) adopted this Agreement in accordance with Delaware Law, (iii) directed that this Agreement be submitted to the holders of Company Capital Stock for their adoption, and (iv) recommended that the holders of Company Capital Stock vote in favor of the adoption of this Agreement; with such certificate to be updated upon receipt of the Stockholder Approval to certify the Company’s stockholder resolutions adopting this Agreement and approving the Mergers and the other transactions contemplated by this Agreement and other matters in Acquirer’s reasonable discretion; (iii) a certificate from the Secretaries of State issuance of the States of DelawareAcquired Common Shares, California, Arizona (and certifying the appropriate governmental authorities in Taiwan and India) and each other State or other jurisdiction in which the Company or any Subsidiary is qualified to do business as a foreign corporation, dated within three (3) days prior to the Closing Date and certifying that the Company or such Subsidiary is in good standing; (iv) the Company Closing Financial Certificate in a form reasonably acceptable to Acquirer (and in that regard the Company shall have provided to Acquirer reasonable access to the Company’s books and records to the extent necessary to enable Acquirer to conduct a reasonable review current versions of the certificate Certificate of Incorporation and the calculations contained thereon). (v) the Company Stockholder Consent executed by each Company Stockholder listed on Exhibit B-1; (vi) evidence satisfactory to Acquirer of the resignation of each of the directors and each of the officers Bylaws of the Company and of each Subsidiary in office immediately prior certifying as to the Closing as directors and/or officers, as applicable, signatures and authority of the Company persons signing this Document and of each such Subsidiary, effective no later than immediately prior to the Effective Time; (vii) a Parachute Payment Waiver, in substantially the form attached hereto as Exhibit H (the “Parachute Payment Waiver”), executed by each Person required to execute such a waiver pursuant to Section 5.13 hereof; (viii) unless otherwise instructed by Acquirer no later than two (2) Business Days prior to the Closing, resolutions adopted by Company’s Board of Directors terminating Company’s 401(k) plan (the “Company 401(k) Plan”) no later than the day prior to Closing; (ix) evidence satisfactory to Acquirer of the novation or consent to assignment of any Person whose novation or consent to assignment, as the case may be, may be required in connection with the Mergers or any other transaction contemplated by this Agreement under the contracts listed or described on Exhibit I-1 hereto and the termination of the contracts listed on Exhibit I-2 hereto; (x) the Spreadsheet and a certificate executed related documents on behalf of the Company; (c) a certificate dated as of a recent date with respect to the status of the Company by its as a corporation under the Business Corporations Act (Yukon); (d) a certificate of the Chief Executive OfficerOfficer and the Chief Financial Officer of the Company, dated as of the Amended and Restated Purchase Agreement Closing Date, to the effect that the representations and warranties of the Company set forth herein were true and correct on and as of the Closing Date (or, with respect to those representations and warranties which specifically refer to a prior date, on and as of such prior date) and that the Company has complied with all the agreements and satisfied all the conditions herein on its part to be performed or satisfied on or prior to the Amended and Restated Purchase Agreement Closing Date; (e) a legal opinion of counsel to the Company, dated as of the Amended and Restated Purchase Agreement Closing Date, in form and substance reasonably satisfactory to the Purchaser, including, but not limited to, a Rule 10b-5 (negative assurance) opinion; (f) a confirmation letter, dated as of the Closing Date, certifying that such Spreadsheet is true, correct and complete; (xi) (A) a Pay-Off Letter from each Company Lender (as defined in Section 5.19) and documentation in a form and substance reasonably satisfactory to Acquirer evidencing that all security interests in any assets of executed by the Company granted to or received from the Company Lender with respect to its Loan (as defined in Section 5.20) shall be released pursuant to American Stock Exchange, certifying or indicating that the terms described in listing application for the Pay-off Letters (as defined in Section 5.20)Acquired Common Shares has been approved by the American Stock Exchange, and (B) authorizing Acquirer to file on behalf of the Company Lender a UCC-3 termination statement upon payment of such Company Lender’s Loan pursuant to the Pay-off Letter and (C) evidence reasonably satisfactory to Acquirer that all other Encumbrances (other than Permitted Encumbrances) on assets of the Company and its Subsidiaries shall have been released prior to or shall be released simultaneously with the Closing (and without limiting the foregoing, Silicon Valley Bank will have confirmed in writing that all amounts owed to it have been paid in full and that the loan agreement is terminated and shall have taken all actions required to release any liens it may have recorded against any patents or patent applications of the Company); (xii) FIRPTA documentation, including (A) a notice to the Internal Revenue Service, in accordance with the requirements of Treasury Regulation Section 1.897-2(h)(2), in substantially the form attached hereto as Exhibit J-1conditional listing approval letter, dated as of the Closing Date and executed by Date, with respect to the Chief Executive Officer approval of the Company on behalf listing of the Company, together with written authorization for Acquirer to deliver such notice form to Acquired Common Shares on the Internal Revenue Service on behalf of the Company after the Closing, and TSX; and (Bg) a FIRPTA Notification Letter, in substantially the form attached hereto as Exhibit J-2receipt, dated as of the Amended and Restated Purchase Agreement Closing Date and executed by the Chief Executive Officer of the Company on behalf of the Company; (xiii) Either a Stockholder Agreement in substantially the form attached as Exhibit B-3 or a Joinder Agreement in substantially the form attached hereto as Exhibit K from the holders of 85% of the voting power of the Company Preferred Stock and Company Common Stock (voting together as a single class) as of the Record Date, to include Telesoft, Qualcomm, Crosslink, Panorama and Intel and affiliates. (xiv) either (A) written consents and waivers executed by such number of eligible shares of Company Capital Stock as is required by the terms of Section 280G(b)(5)(B) of the Code so as to render the parachute payment provisions of Section 280G of the Code inapplicable to any and all accelerated vesting payments, benefits, options and/or stock provided pursuant to agreements, contracts or arrangements that might otherwise result, separately or in the aggregate, in the payment of any amount and/or the provision of any benefit that would not be deductible by reason of Section 280G of the Code, with such stockholder approval or non-approval to be obtained in a manner which satisfies all applicable requirements of Section 280G(b)(5)(B) of the Code and the Treasury Regulations thereunder, including Q&A-7 of Section 1.280G-1 of such Treasury Regulations, or (B) in the absence of such stockholder approval, none of those payments or benefits shall be paid or payable or provided, pursuant to the Parachute Payment Waivers delivered to Acquirer pursuant to Section 1.3(b)(vii); (xv) correct and complete copies of all election statements under Section 83(b) of the Code, if any, that are in the Company’s possession or subject to its control, with respect to any securities issued by the Company that are unvested at the time of the Closing to any of its respective employees, non-employee directors, consultants and other service providers; (xvi) a Warrantholder Agreement executed by each of the Company Warrantholders (other than the Excluded Company Warrantholders)); (xvii) the Certificate of Merger, executed by the Company; and , certifying that the Company has received from the Purchaser (xviiii) A written analysis prepared by or on behalf the certificate of an authorized officer of the Company Purchaser referred to in respect of Section 6.2(a) and (ii) the application of Section 382 of original Tranche A Note and the Code to the net operating loss carryforwards of the Company prior to giving effect to the Mergers, which shall be prepared at Company’s expenseoriginal Tranche B Note.

Company Deliveries. The At the Closing, the Company shall deliver or cause to Acquirer, at or prior be delivered to the Closing, each of Acquiror the following: (a) the certificate described in Section 7.02(a); (b) the authorizations, consents or approvals listed on Schedule 8.02(b); (c) a certificate of good standing (or equivalent document) for the Company and each of its Subsidiaries as of the most recent practicable date from the state of its incorporation, organization or formation; (i) payoff letters or evidence of payment in full with respect to final invoices for (i) Transaction Expenses and (ii) a certificatepayoff letter with respect to the Indebtedness required by Section 6.15 to be paid by the Company; (e) certified copies of the resolutions (or written consent) duly adopted by the board of directors of the Company authorizing the Company’s execution, dated delivery and performance of this Agreement, the Company Documents and the other agreements contemplated hereby, and the consummation of all transactions contemplated hereby and thereby; (f) certified copies of the resolutions (or written consent) duly adopted by the holders of the majority of the outstanding Shares (including any Rollover Shares) entitled to vote, approving this Agreement and the consummation of all transactions contemplated hereby; (g) written resignations, effective as of the Closing Date and executed on behalf Date, from all of the directors and officers of (i) the Company by and (ii) its Chief Executive Officer, to the effect that each of the conditions set forth in clause (a) of Section 6.3 has been satisfiedSubsidiaries; (iih) a certificatethe Non-Competition Agreements, dated as of duly executed by the Closing Date and executed on behalf of the Company by its Secretary, certifying the Company’s (A) Restated Charter, (B) Bylaws, (C) board resolutions by which the Board of Directors of the Company unanimously applicable Employee; (i) determined that the Mergers are fair toEmployment Agreements, and in duly executed by the best interests of, the Company and its stockholders, (ii) adopted this Agreement in accordance with Delaware Law, (iii) directed that this Agreement be submitted to the holders of Company Capital Stock for their adoption, and (iv) recommended that the holders of Company Capital Stock vote in favor of the adoption of this Agreement; with such certificate to be updated upon receipt of the Stockholder Approval to certify the Company’s stockholder resolutions adopting this Agreement and approving the Mergers and the other transactions contemplated by this Agreement and other matters in Acquirer’s reasonable discretionapplicable Employee; (iiij) the Escrow Agreement, duly executed by the Shareholders’ Representative; (k) the Registration Rights Agreement, duly executed by the Rollover Shareholders; (l) such affidavits, including “no change” survey affidavits, owner/seller affidavits, and/or seller nonimputation affidavits as are reasonably requested by any nationally recognized title company issuing the title insurance to the Company in connection with the Closing, in customary and/or regulated form reasonably acceptable to the Company, as applicable; provided, however, that any liability under any such affidavits described in this Section 8.02(l) shall not exceed the scope of liability otherwise provided under this Agreement; (m) a certificate from the Secretaries of State of the States of Delaware, California, Arizona (and the appropriate governmental authorities in Taiwan and India) and each other State or other jurisdiction in which the Company or any Subsidiary is qualified to do business as a foreign corporation, dated within three (3) days prior to the Closing Date and certifying that the interests in the Company or do not constitute United States real property interests within the meaning of Section 897 of the Code, and such Subsidiary is certification shall otherwise be in good standingcompliance with Sections 897 and 1445 of the Code; (ivn) Schedule 8.02(n), which shall set forth a breakdown of the Company number of Shares (including the Rollover Shares) held by each Pre-Closing Financial Certificate in a form reasonably acceptable to Acquirer Shareholder and the Pro Rata Share for each Pre-Closing Shareholder; (and in that regard the Company shall have provided to Acquirer reasonable access o) an original IRS Form 8023 (or successor form), duly executed by each Pre-Closing Shareholder; (p) an opinion of Txxxxxxx Hxxx LLP, counsel to the Company’s books and records to the extent necessary to enable Acquirer to conduct a reasonable review of the certificate and the calculations contained thereon). (v) the Company Stockholder Consent executed by each Company Stockholder listed on Exhibit B-1; (vi) evidence satisfactory to Acquirer of the resignation of each of the directors and each of the officers of the Company and of each Subsidiary in office immediately prior to the Closing as directors and/or officers, as applicable, of the Company and of each such Subsidiary, effective no later than immediately prior to the Effective Time; (vii) a Parachute Payment Waiver, in substantially the form attached hereto as Exhibit H (the “Parachute Payment Waiver”), executed by each Person required to execute such a waiver pursuant to Section 5.13 hereofK; (viiiq) unless otherwise instructed by Acquirer no later than two (2) Business Days prior evidence of transfer of fee title to the ClosingHxxxx County Property to the Company, resolutions adopted by Companyincluding a special warranty deed, an owner’s Board affidavit, an affidavit of Directors terminating Company’s 401(k) plan (non-foreign status from Martom that complies with Section 1445 of the “Company 401(k) Plan”) no later than Code and other customary documents provided to the day prior to Closingtitle company in connection with such transfer; (ixr) evidence satisfactory of transfer of fee title to Acquirer the Headquarters to the Company, including a special warranty deed, an owner’s affidavit, an affidavit of non-foreign status from each of the novation or consent current owners of the Headquarters that complies with Section 1445 of the Code and other customary documents provided to assignment of any Person whose novation or consent to assignment, as the case may be, may be required title company in connection with such transfer; (s) the Mergers or any other transaction contemplated Martom Lease A, duly executed by this Agreement under the contracts listed or described on Exhibit I-1 hereto Martom and the termination Company; (t) the Martom Lease B, duly executed by Martom and the Company; (u) the Martom Lease C, duly executed by Martom and the Company; (v) the Martom Lease D, duly executed by Martom and the Company; (w) evidence of transfer of record fee title to all Owned Real Properties held in the contracts listed on Exhibit I-2 heretoname of “Bakery Feeds, Inc., a Division of Gxxxxxx Industries, Inc.” to the Company, whether by correction deed or affidavit, as may be agreed with the title company in order for the title company to insure fee title in the Company at Closing; (x) the Spreadsheet and a certificate executed on behalf evidence of termination of the Company by its Chief Executive OfficerStock Bonus Plan for Gxxxxxx Family Members Employed at Gxxxxxx Industries, dated as of January 21, 2002; and (y) all other previously undelivered documents required to be delivered by the Company to Acquiror at or prior to the Closing Date, certifying that such Spreadsheet is true, correct and complete; (xi) (A) a Pay-Off Letter from each Company Lender (as defined in Section 5.19) and documentation in a form and substance reasonably satisfactory to Acquirer evidencing that all security interests in any assets of the Company granted to the Company Lender with respect to its Loan (as defined in Section 5.20) shall be released pursuant to the terms described in the Pay-off Letters (as defined in Section 5.20), and (B) authorizing Acquirer to file on behalf of the Company Lender a UCC-3 termination statement upon payment of such Company Lender’s Loan pursuant to the Pay-off Letter and (C) evidence reasonably satisfactory to Acquirer that all other Encumbrances (other than Permitted Encumbrances) on assets of the Company and its Subsidiaries shall have been released prior to or shall be released simultaneously with the Closing (and without limiting the foregoing, Silicon Valley Bank will have confirmed in writing that all amounts owed to it have been paid in full and that the loan agreement is terminated and shall have taken all actions required to release any liens it may have recorded against any patents or patent applications of the Company); (xii) FIRPTA documentation, including (A) a notice to the Internal Revenue Service, in accordance with the requirements of Treasury Regulation Section 1.897-2(h)(2), in substantially the form attached hereto as Exhibit J-1, dated as of the Closing Date and executed by the Chief Executive Officer of the Company on behalf of the Company, together with written authorization for Acquirer to deliver such notice form to the Internal Revenue Service on behalf of the Company after the Closing, and (B) a FIRPTA Notification Letter, in substantially the form attached hereto as Exhibit J-2, dated as of the Closing Date and executed by the Chief Executive Officer of the Company on behalf of the Company; (xiii) Either a Stockholder Agreement in substantially the form attached as Exhibit B-3 or a Joinder Agreement in substantially the form attached hereto as Exhibit K from the holders of 85% of the voting power of the Company Preferred Stock and Company Common Stock (voting together as a single class) as of the Record Date, to include Telesoft, Qualcomm, Crosslink, Panorama and Intel and affiliatesthis Agreement. (xiv) either (A) written consents and waivers executed by such number of eligible shares of Company Capital Stock as is required by the terms of Section 280G(b)(5)(B) of the Code so as to render the parachute payment provisions of Section 280G of the Code inapplicable to any and all accelerated vesting payments, benefits, options and/or stock provided pursuant to agreements, contracts or arrangements that might otherwise result, separately or in the aggregate, in the payment of any amount and/or the provision of any benefit that would not be deductible by reason of Section 280G of the Code, with such stockholder approval or non-approval to be obtained in a manner which satisfies all applicable requirements of Section 280G(b)(5)(B) of the Code and the Treasury Regulations thereunder, including Q&A-7 of Section 1.280G-1 of such Treasury Regulations, or (B) in the absence of such stockholder approval, none of those payments or benefits shall be paid or payable or provided, pursuant to the Parachute Payment Waivers delivered to Acquirer pursuant to Section 1.3(b)(vii); (xv) correct and complete copies of all election statements under Section 83(b) of the Code, if any, that are in the Company’s possession or subject to its control, with respect to any securities issued by the Company that are unvested at the time of the Closing to any of its respective employees, non-employee directors, consultants and other service providers; (xvi) a Warrantholder Agreement executed by each of the Company Warrantholders (other than the Excluded Company Warrantholders)); (xvii) the Certificate of Merger, executed by the Company; and (xviii) A written analysis prepared by or on behalf of the Company in respect of the application of Section 382 of the Code to the net operating loss carryforwards of the Company prior to giving effect to the Mergers, which shall be prepared at Company’s expense.

Company Deliveries. The Company shall deliver to Acquirer, at or prior to the Closing, each of the following: (i) a certificate, dated as of the Closing Date and executed on behalf of the Company by its Chief Executive Officeran officer, certifying (A) the certificate of incorporation of the Company (the “Certificate of Incorporation”) in effect as of the Closing, (B) the bylaws of the Company (the “Bylaws”) in effect as of the Closing, (C) the resolutions of the Board (I) declaring this Agreement and the Transactions, upon the terms and subject to the effect that each of the conditions set forth herein, advisable, fair to and in clause the best interests of the Company and the Company Stockholders, (aII) approving this Agreement in accordance with the DGCL and (III) directing that the adoption of Section 6.3 has been satisfiedthis Agreement be submitted to the Company Stockholders for consideration and recommending that all of the Company Stockholders adopt this Agreement and approve the Merger and (D) the resolutions of the Company Stockholders adopting this Agreement and approving the Merger; (ii) a certificate, dated as of the Closing Date Written Consent and Release executed on behalf of the by each Company by its Secretary, certifying the Company’s (A) Restated Charter, (B) Bylaws, (C) board resolutions by which the Board of Directors of the Company unanimously (i) determined that the Mergers are fair to, and in the best interests of, the Company and its stockholders, (ii) adopted this Agreement in accordance with Delaware Law, (iii) directed that this Agreement be submitted to the holders of Company Capital Stock for their adoption, and (iv) recommended that the holders of Company Capital Stock vote in favor of the adoption of this Agreement; with such certificate to be updated upon receipt of the Stockholder Approval to certify the Company’s stockholder resolutions adopting this Agreement and approving the Mergers and the other transactions contemplated by this Agreement and other matters in Acquirer’s reasonable discretionSecurityholder; (iii) a resignation letter reasonably satisfactory to Acquirer executed by each director and officer of the Company in office immediately prior to the Closing, in each case, effective as of, and contingent upon, the Effective Time; (iv) a certificate from the Secretaries Secretary of State of the States State of Delaware, California, Arizona (and the appropriate governmental authorities in Taiwan and India) Delaware and each of the other State states or other jurisdiction jurisdictions in which the Company or any Subsidiary is qualified to do business as a foreign corporation, dated within three (3) days ten Business Days prior to the Closing Date and Date, certifying that the Company or such Subsidiary is in good standing; (ivv) evidence reasonably satisfactory to Acquirer of the termination or waiver of any rights of first refusal, rights to any liquidation preference, redemption rights, conversion rights and rights of notice of any Company Stockholder with respect to any of the Transactions, effective as of, and contingent upon the Closing; (vi) the Spreadsheet in a form reasonably satisfactory to Acquirer and a certificate executed by the Chief Executive Officer of the Company, dated as of the Closing Date, certifying on behalf of the Company that the Spreadsheet is true, correct and complete; (vii) the Company Closing Financial Certificate; (viii) the Certificate of Xxxxxx, executed by the Company; (ix) payoff letters or similar instruments in a form and substance reasonably acceptable satisfactory to Acquirer with respect to all Company Debt for borrowed money, which letters provide for the release of all Encumbrances relating to such Company Debt following satisfaction of the terms contained in such payoff letters (including the payment in full and discharge of all principal and accrued but unpaid interest and any premiums or other fees payable in that regard the connection with such Company shall have provided to Acquirer reasonable access Debt); (x) prior to the Company’s books and records to the extent necessary to enable Acquirer to conduct a reasonable review solicitation of the certificate and the calculations contained thereon). (v) the Company Stockholder Consent executed by each Company Stockholder listed on Exhibit B-1; (vi) evidence satisfactory to Acquirer of the resignation of each of the directors and each of the officers of the Company and of each Subsidiary in office immediately prior to the Closing as directors and/or officersvote described under Section 4.9, as applicable, of the Company and of each such Subsidiary, effective no later than immediately prior to the Effective Time; (vii) a Parachute Payment Waiverparachute payment waiver, in substantially the form attached hereto as Exhibit H G (the “Parachute Payment Waiver”), executed by each Person required to execute such a waiver pursuant to Section 5.13 hereof; (viii) unless otherwise instructed by Acquirer no later than two (2) Business Days prior to the Closing, resolutions adopted by Company’s Board of Directors terminating Company’s 401(k) plan (the “Company 401(k) Plan”) no later than the day prior to Closing; (ix) evidence satisfactory to Acquirer of the novation or consent to assignment of any Person whose novation or consent to assignment, as the case may be, may be required in connection with the Mergers or any other transaction contemplated by this Agreement under the contracts listed or described on Exhibit I-1 hereto and the termination of the contracts listed on Exhibit I-2 hereto; (xSchedule 2.12(y) the Spreadsheet and a certificate executed on behalf of the Company by its Chief Executive Officer, dated as of the Closing Date, certifying that such Spreadsheet is true, correct and completeDisclosure Letter who would receive a parachute payment; (xi) (A) a Pay-Off Letter from each Company Lender (as defined in Section 5.19) and documentation in a form and substance reasonably satisfactory duly executed amendment to Acquirer evidencing that all security interests in any assets the Convertible Note providing for the treatment of the Company granted Convertible Note contemplated pursuant to Section 1.3(a)(iii); (xii) an offer letter, employee invention and confidentiality agreement, arbitration agreement and confidential information and non-disclosure agreement in substantially the form identified by Acquirer for such Person (collectively, the “Continuing Employee Offer Letters” and, together with the Key Employee Offer Letters, the “Offer Letters”) for the benefit of the Person identified by Xxxxxxxx, and to be effective at the Closing, signed by all of the Company’s employees who will continue to be employed by the Company Lender with respect to its Loan after Closing; (as defined in Section 5.20) shall be released pursuant to the terms described in the Pay-off Letters (as defined in Section 5.20), and (B) authorizing Acquirer to file on behalf of the Company Lender a UCC-3 termination statement upon payment of such Company Lender’s Loan pursuant to the Pay-off Letter and (Cxiii) evidence reasonably satisfactory to Acquirer that all other Encumbrances (other than Permitted Encumbrances) on assets of the Company and its Subsidiaries shall have been released prior to or shall be released simultaneously with the Closing (and without limiting the foregoing, Silicon Valley Bank will have confirmed in writing that all amounts owed to it have been paid in full and that the loan agreement is terminated and shall have taken all actions required to release any liens it may have recorded against any patents or patent applications of the Company’s completion of the actions set forth in Exhibit H (the “Required Actions”);; and (xiixiv) FIRPTA documentation, including (A) a notice to the Internal Revenue Service, in accordance with the requirements of Treasury Regulation Section 1.897-2(h)(2)consulting agreements, in substantially the form attached hereto as Exhibit J-1, dated as of the Closing Date and executed identified by the Chief Executive Officer of the Company on behalf of the Company, together with written authorization for Acquirer to deliver such notice form to the Internal Revenue Service on behalf of the Company after the Closing, and (B) a FIRPTA Notification Letter, in substantially the form attached hereto as Exhibit J-2, dated as of the Closing Date and executed by the Chief Executive Officer of the Company on behalf of the Company; (xiii) Either a Stockholder Agreement in substantially the form attached as Exhibit B-3 or a Joinder Agreement in substantially the form attached hereto as Exhibit K from the holders of 85% of the voting power of the Company Preferred Stock and Company Common Stock (voting together as a single class) as of the Record Date, to include Telesoft, Qualcomm, Crosslink, Panorama and Intel and affiliates. (xiv) either (A) written consents and waivers executed by such number of eligible shares of Company Capital Stock as is required by the terms of Section 280G(b)(5)(B) of the Code so as to render the parachute payment provisions of Section 280G of the Code inapplicable to any and all accelerated vesting payments, benefits, options and/or stock provided pursuant to agreements, contracts or arrangements that might otherwise result, separately or in the aggregate, in the payment of any amount and/or the provision of any benefit that would not be deductible by reason of Section 280G of the Code, with such stockholder approval or non-approval to be obtained in a manner which satisfies all applicable requirements of Section 280G(b)(5)(B) of the Code and the Treasury Regulations thereunder, including Q&A-7 of Section 1.280G-1 of such Treasury Regulations, or (B) in the absence of such stockholder approval, none of those payments or benefits shall be paid or payable or provided, pursuant to the Parachute Payment Waivers delivered to Acquirer pursuant to Section 1.3(b)(vii); (xv) correct and complete copies of all election statements under Section 83(b) of the Code, if any, that are in the Company’s possession or subject to its control, with respect to any securities issued by the Company that are unvested at the time of the Closing to any of its respective employees, non-employee directors, consultants and other service providers; (xvi) a Warrantholder Agreement executed by each of the Company Warrantholders (other than the Excluded Company Warrantholders)); (xvii) the Certificate of MergerXxxxxxxx, executed by the Company; and (xviii) A written analysis prepared Persons set forth on Exhibit I. Receipt by or on behalf Acquirer of any of the Company in respect agreements, instruments, certificates or documents delivered pursuant to this Section 1.2(a) shall not be deemed to be an agreement by Acquirer or Merger Sub that the information or statements contained therein are true, correct or complete, and shall not diminish Acquirer’s or Merger Sub’s remedies hereunder if any of the application of Section 382 of the Code to the net operating loss carryforwards of the Company prior to giving effect to the Mergersforegoing agreements, which shall be prepared at Company’s expenseinstruments, certificates or documents are not true, correct or complete.

Company Deliveries. The Company shall deliver to Acquirer, at or prior to the Closing, each of the following: (i) a certificate, dated as of the Closing Date and executed on behalf of the Company by its Chief Executive Officeran officer, certifying (A) the certificate of incorporation of the Company (the “Certificate of Incorporation”) in effect as of the Closing, (B) the bylaws of the Company (the “Bylaws”) in effect as of the Closing, (C) the resolutions of the Board (I) declaring this Agreement and the Transactions, upon the terms and subject to the effect that each of the conditions set forth herein, advisable, fair to and in clause the best interests of the Company and the Company Stockholders, (aII) approving this Agreement in accordance with the DGCL and (III) directing that the adoption of Section 6.3 has been satisfiedthis Agreement be submitted to the Company Stockholders for consideration and recommending that all of the Company Stockholders adopt this Agreement and approve the Merger and (D) the resolutions of the Company Stockholders adopting this Agreement and approving the Merger; (ii) a certificate, dated as of the Closing Date Written Consent and Release executed on behalf of the by each Company by its Secretary, certifying the Company’s (A) Restated Charter, (B) Bylaws, (C) board resolutions by which the Board of Directors of the Company unanimously (i) determined that the Mergers are fair to, and in the best interests of, the Company and its stockholders, (ii) adopted this Agreement in accordance with Delaware Law, (iii) directed that this Agreement be submitted to the holders of Company Capital Stock for their adoption, and (iv) recommended that the holders of Company Capital Stock vote in favor of the adoption of this Agreement; with such certificate to be updated upon receipt of the Stockholder Approval to certify the Company’s stockholder resolutions adopting this Agreement and approving the Mergers and the other transactions contemplated by this Agreement and other matters in Acquirer’s reasonable discretionSecurityholder; (iii) a resignation letter reasonably satisfactory to Acquirer executed by each director and officer of the Company in office immediately prior to the Closing, in each case, effective as of, and contingent upon, the Effective Time; (iv) a certificate from the Secretaries Secretary of State of the States State of Delaware, California, Arizona (and the appropriate governmental authorities in Taiwan and India) Delaware and each of the other State states or other jurisdiction jurisdictions in which the Company or any Subsidiary is qualified to do business as a foreign corporation, dated within three (3) days ten Business Days prior to the Closing Date and Date, certifying that the Company or such Subsidiary is in good standing; (ivv) evidence reasonably satisfactory to Acquirer of the termination or waiver of any rights of first refusal, rights to any liquidation preference, redemption rights, conversion rights and rights of notice of any Company Stockholder with respect to any of the Transactions, effective as of, and contingent upon the Closing; (vi) the Spreadsheet in a form reasonably satisfactory to Acquirer and a certificate executed by the Chief Executive Officer of the Company, dated as of the Closing Date, certifying on behalf of the Company that the Spreadsheet is true, correct and complete; (vii) the Company Closing Financial Certificate; (viii) the Certificate of Merger, executed by the Company; (ix) payoff letters or similar instruments in a form and substance reasonably acceptable satisfactory to Acquirer with respect to all Company Debt for borrowed money, which letters provide for the release of all Encumbrances relating to such Company Debt following satisfaction of the terms contained in such payoff letters (including the payment in full and discharge of all principal and accrued but unpaid interest and any premiums or other fees payable in that regard the connection with such Company shall have provided to Acquirer reasonable access Debt); (x) prior to the Company’s books and records to the extent necessary to enable Acquirer to conduct a reasonable review solicitation of the certificate and the calculations contained thereon). (v) the Company Stockholder Consent executed by each Company Stockholder listed on Exhibit B-1; (vi) evidence satisfactory to Acquirer of the resignation of each of the directors and each of the officers of the Company and of each Subsidiary in office immediately prior to the Closing as directors and/or officersvote described under Section 4.9, as applicable, of the Company and of each such Subsidiary, effective no later than immediately prior to the Effective Time; (vii) a Parachute Payment Waiverparachute payment waiver, in substantially the form attached hereto as Exhibit H G (the “Parachute Payment Waiver”), executed by each Person required to execute such a waiver pursuant to Section 5.13 hereof; (viii) unless otherwise instructed by Acquirer no later than two (2) Business Days prior to the Closing, resolutions adopted by Company’s Board of Directors terminating Company’s 401(k) plan (the “Company 401(k) Plan”) no later than the day prior to Closing; (ix) evidence satisfactory to Acquirer of the novation or consent to assignment of any Person whose novation or consent to assignment, as the case may be, may be required in connection with the Mergers or any other transaction contemplated by this Agreement under the contracts listed or described on Exhibit I-1 hereto and the termination of the contracts listed on Exhibit I-2 hereto; (xSchedule 2.12(y) the Spreadsheet and a certificate executed on behalf of the Company by its Chief Executive Officer, dated as of the Closing Date, certifying that such Spreadsheet is true, correct and completeDisclosure Letter who would receive a parachute payment; (xi) (A) a Pay-Off Letter from each Company Lender (as defined in Section 5.19) and documentation in a form and substance reasonably satisfactory duly executed amendment to Acquirer evidencing that all security interests in any assets the Convertible Note providing for the treatment of the Company granted Convertible Note contemplated pursuant to Section 1.3(a)(iii); (xii) an offer letter, employee invention and confidentiality agreement, arbitration agreement and confidential information and non-disclosure agreement in substantially the form identified by Acquirer for such Person (collectively, the “Continuing Employee Offer Letters” and, together with the Key Employee Offer Letters, the “Offer Letters”) for the benefit of the Person identified by Acquirer, and to be effective at the Closing, signed by all of the Company’s employees who will continue to be employed by the Company Lender with respect to its Loan after Closing; (as defined in Section 5.20) shall be released pursuant to the terms described in the Pay-off Letters (as defined in Section 5.20), and (B) authorizing Acquirer to file on behalf of the Company Lender a UCC-3 termination statement upon payment of such Company Lender’s Loan pursuant to the Pay-off Letter and (Cxiii) evidence reasonably satisfactory to Acquirer that all other Encumbrances (other than Permitted Encumbrances) on assets of the Company and its Subsidiaries shall have been released prior to or shall be released simultaneously with the Closing (and without limiting the foregoing, Silicon Valley Bank will have confirmed in writing that all amounts owed to it have been paid in full and that the loan agreement is terminated and shall have taken all actions required to release any liens it may have recorded against any patents or patent applications of the Company’s completion of the actions set forth in Exhibit H (the “Required Actions”);; and (xiixiv) FIRPTA documentation, including (A) a notice to the Internal Revenue Service, in accordance with the requirements of Treasury Regulation Section 1.897-2(h)(2)consulting agreements, in substantially the form attached hereto as Exhibit J-1, dated as of the Closing Date and executed identified by the Chief Executive Officer of the Company on behalf of the Company, together with written authorization for Acquirer to deliver such notice form to the Internal Revenue Service on behalf of the Company after the Closing, and (B) a FIRPTA Notification Letter, in substantially the form attached hereto as Exhibit J-2, dated as of the Closing Date and executed by the Chief Executive Officer of the Company on behalf of the Company; (xiii) Either a Stockholder Agreement in substantially the form attached as Exhibit B-3 or a Joinder Agreement in substantially the form attached hereto as Exhibit K from the holders of 85% of the voting power of the Company Preferred Stock and Company Common Stock (voting together as a single class) as of the Record Date, to include Telesoft, Qualcomm, Crosslink, Panorama and Intel and affiliates. (xiv) either (A) written consents and waivers executed by such number of eligible shares of Company Capital Stock as is required by the terms of Section 280G(b)(5)(B) of the Code so as to render the parachute payment provisions of Section 280G of the Code inapplicable to any and all accelerated vesting payments, benefits, options and/or stock provided pursuant to agreements, contracts or arrangements that might otherwise result, separately or in the aggregate, in the payment of any amount and/or the provision of any benefit that would not be deductible by reason of Section 280G of the Code, with such stockholder approval or non-approval to be obtained in a manner which satisfies all applicable requirements of Section 280G(b)(5)(B) of the Code and the Treasury Regulations thereunder, including Q&A-7 of Section 1.280G-1 of such Treasury Regulations, or (B) in the absence of such stockholder approval, none of those payments or benefits shall be paid or payable or provided, pursuant to the Parachute Payment Waivers delivered to Acquirer pursuant to Section 1.3(b)(vii); (xv) correct and complete copies of all election statements under Section 83(b) of the Code, if any, that are in the Company’s possession or subject to its control, with respect to any securities issued by the Company that are unvested at the time of the Closing to any of its respective employees, non-employee directors, consultants and other service providers; (xvi) a Warrantholder Agreement executed by each of the Company Warrantholders (other than the Excluded Company Warrantholders)); (xvii) the Certificate of MergerAcquirer, executed by the Company; and (xviii) A written analysis prepared Persons set forth on Exhibit I. Receipt by or on behalf Acquirer of any of the Company in respect agreements, instruments, certificates or documents delivered pursuant to this Section 1.2(a) shall not be deemed to be an agreement by Acquirer or Merger Sub that the information or statements contained therein are true, correct or complete, and shall not diminish Acquirer’s or Merger Sub’s remedies hereunder if any of the application of Section 382 of the Code to the net operating loss carryforwards of the Company prior to giving effect to the Mergersforegoing agreements, which shall be prepared at Company’s expenseinstruments, certificates or documents are not true, correct or complete.