Common use of Corporate Authority; Approval and Fairness Clause in Contracts

Corporate Authority; Approval and Fairness. (a) The Company has the requisite corporate power and authority to enter into and comply with this Agreement, subject, in the case of the consummation of the Merger, to obtaining the Requisite Company Vote. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery of this Agreement by the other Parties, constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, subject to the Bankruptcy and Equity Exception. (b) Prior to the execution of this Agreement, the Company Board has unanimously (i) approved and declared advisable this Agreement, in execution form and including all Schedules and Exhibits hereto, and the Transactions, (ii) determined that this Agreement and the Transactions are in the best interests of the Company and its stockholders, (iii) resolved to recommend adoption of this Agreement by the stockholders entitled to vote thereon (the “Company Recommendation”) and (iv) directed that this Agreement be submitted to the holders of Shares for their adoption at the Company Stockholders Meeting. (c) Prior to the execution of this Agreement, the Company Board has received the opinion of Moelis & Company LLC to the effect that, as of the date of such opinion and based upon and subject to the factors and assumptions set forth therein, the Per Share Merger Consideration to be received by the holders of Eligible Shares pursuant to this Agreement is fair from a financial point of view to such holders of Eligible Shares. (d) Promptly following the receipt of a written version of the opinion contemplated by Section 3.3(c), the Company shall have furnished an accurate and complete copy of such written opinion to Parent.

Corporate Authority; Approval and Fairness. (ai) The Company has the all requisite corporate power and authority and has taken all corporate action necessary in order to enter into execute, deliver and comply with perform its obligations under this Agreement, subject, in the case of the consummation of Agreement and to consummate the Merger, subject only to obtaining adoption of this Agreement by the holders of a majority of the outstanding Company Shares entitled to vote on such matter at a stockholders’ meeting duly called and held for such purpose (the “Requisite Company Vote”). The Requisite Company Vote is the only vote of the holders of capital stock of the Company that is necessary under applicable Law, NYSE rules, and the Company’s certificate of incorporation and by-laws to adopt, approve and authorize this Agreement. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery of this Agreement by constitutes the other Parties, constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the “Bankruptcy and Equity Exception”). (bii) Prior to the execution The board of this Agreement, directors of the Company Board has (A) unanimously (i) approved this Agreement and declared advisable this Agreement, in execution form and including all Schedules and Exhibits hereto, and the Transactions, (ii) determined that this Agreement and the Transactions are in the best interests interest of its stockholders, the acquisition of the Company by Parent by means of the merger of Merger Sub with and its stockholdersinto the Company, (iii) with the Company being the surviving entity, and resolved to recommend the adoption of this Agreement by to the stockholders entitled to vote thereon holders of Company Shares (the “Company Recommendation”) and ), (ivB) directed that this Agreement be submitted to the holders of Company Shares for their adoption at the Company Stockholders Meeting. adoption, and (cC) Prior to the execution of this Agreement, the Company Board has received the oral opinion of Moelis the Company’s financial advisor, Xxxxxxx Xxxxx & Company Co. LLC (to be confirmed by delivery of a written opinion), to the effect that, as of the date of such opinion this Agreement and based upon and subject to the factors assumptions, limitations, qualifications and assumptions other matters set forth thereinin the written opinion, the Per Share Merger Consideration to be received by the holders of Eligible Shares pursuant to Exchange Ratio provided for in this Agreement is fair from a financial point of view to such the holders of Eligible Shares. Company Shares (d) Promptly following the receipt of a written version other than Parent and its Affiliates). A signed copy of the written opinion contemplated by Section 3.3(c), of Xxxxxxx Sachs & Co. LLC rendered to the board of directors of the Company shall have furnished an accurate and complete copy of such written opinion will be promptly delivered to Parent, solely for informational purposes, following receipt thereof by the Company.

Corporate Authority; Approval and Fairness. (ai) The Company has the all requisite corporate power and authority and has taken all corporate action necessary in order to enter into execute, deliver and comply with perform its obligations under this Agreement, subject, in the case of the consummation of Agreement and to consummate the Merger, subject only to obtaining approval of this Agreement by the holders of two-thirds of the voting power of the outstanding Shares entitled to vote on such matter at a shareholders’ meeting duly called and held for such purpose (the “Company Requisite Company Vote”). This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery of this Agreement by the other Parties, constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the “Bankruptcy and Equity Exception”). (bii) Prior to The board of directors of the execution of this AgreementCompany has (A) unanimously determined that the Merger is fair to, and in the best interests of, the Company Board has unanimously (i) Company, its shareholders and other constituencies, adopted and approved and declared advisable this Agreement, in execution form and including all Schedules and Exhibits hereto, and the Transactions, (ii) determined that this Agreement and the Transactions are in Merger and the best interests of the Company other transactions contemplated hereby and its stockholders, (iii) resolved to recommend adoption approval of this Agreement by to the stockholders entitled to vote thereon holders of Shares (the “Company Recommendation”) and ), (ivB) directed that this Agreement be submitted to the holders of Shares for their adoption at the Company Stockholders Meeting. approval and (cC) Prior to the execution of this Agreement, the Company Board has received the opinion of Moelis & Company LLC its financial advisor, UBS Securities LLC, to the effect thatthat the consideration to be received by the holders of the Shares in the Merger is fair, from a financial point of view, as of the date of such opinion and based upon and subject to the factors and assumptions set forth thereinopinion, the Per Share Merger Consideration to be received by the holders of Eligible Shares pursuant to this Agreement is fair from a financial point of view to such holders of Eligible Shares(other than Parent and its Affiliates or Subsidiaries). (d) Promptly following the receipt of a written version of the opinion contemplated by Section 3.3(c), the Company shall have furnished an accurate and complete copy of such written opinion to Parent.

Corporate Authority; Approval and Fairness. (a) The Company has the all requisite corporate power and authority and has taken all corporate action necessary in order to enter into execute, deliver and comply with perform its obligations under this Agreement, subject, in subject only to approval of this Agreement by the case holders of a majority of the consummation outstanding shares of Company Common Stock (the “Company Voting Proposal”), and to consummate the Merger, to obtaining the Requisite Company Vote. This Agreement has been duly executed and delivered by the Company and, assuming Assuming due authorization, execution and delivery of this Agreement by the other Partiesparties hereto, constitutes this Agreement is a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, subject to the Bankruptcy effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and Equity Exceptionother similar Laws relating to or affecting creditors’ rights generally and general equitable principles. (b) Prior to the execution of The Company Board acting unanimously, has (i) determined that this Agreement, the Company Board has unanimously (i) approved Merger and declared advisable this Agreement, in execution form and including all Schedules and Exhibits heretothe other transactions contemplated hereby are fair to, and in the Transactionsbest interests of, the Company and the holders of Company Common Stock, (ii) determined that approved and adopted this Agreement and declared its advisability in accordance with the Transactions are in the best interests provisions of the Company and its stockholdersDGCL, (iii) resolved to recommend adoption this Agreement and the Merger to the holders of Company Common Stock for approval in accordance with Section 7.5 of this Agreement by the stockholders entitled to vote thereon (the “Company Recommendation”) and (iv) directed that this Agreement and the Merger be submitted to the holders of Shares Company Common Stock for their adoption at the Company Stockholders Meeting. (c) Prior to the execution of consideration in accordance with this Agreement, the . The Company Board has received the opinion of Moelis & Company LLC its financial advisor, UBS Securities LLC, to the effect thatthat (subject to the assumptions and qualifications set forth in such opinion) the consideration to be received by the holders of the shares of Company Common Stock in the Merger is fair, as of the date of such opinion and based upon and subject to the factors and assumptions set forth thereinopinion, the Per Share Merger Consideration to be received by the holders of Eligible Shares pursuant to this Agreement is fair from a financial point of view to such holders of Eligible Shares. (d) Promptly following the receipt of holders, a written version of the opinion contemplated by Section 3.3(c), the Company shall have furnished an accurate and complete copy of such written which opinion has been delivered to Parent.

Corporate Authority; Approval and Fairness. (ai) The Company has the all requisite corporate power and authority and has taken all corporate action necessary in order to enter into execute, deliver and comply with perform its obligations under this AgreementAgreement and to consummate the Merger, subjectsubject only to adoption of this Agreement by the holders of a majority of the outstanding Shares entitled to vote on such matter at a shareholders’ meeting duly called and held for such purpose (the “Company Requisite Vote”). The Company Requisite Vote is the only vote of the holders of capital stock of the Company necessary, in under applicable Law or otherwise, to approve the case execution, delivery and performance of this Agreement and the consummation of the Merger, to obtaining Merger and the Requisite Company Voteother transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery of this Agreement by the other Parties, constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the “Bankruptcy and Equity Exception”). (bii) Prior to The board of directors of the execution of this AgreementCompany has (A) unanimously determined that the Merger is fair to, and in the best interests of, the Company Board has unanimously (i) and its shareholders, approved and declared advisable this Agreement, in execution form and including all Schedules and Exhibits hereto, and the Transactions, (ii) determined that this Agreement and the Transactions are in Merger and the best interests of the Company other transactions contemplated hereby and its stockholders, (iii) resolved to recommend adoption of this Agreement by to the stockholders entitled to vote thereon holders of Shares (the “Company Recommendation”) and ), (ivB) directed that this Agreement be submitted to the holders of Shares for their adoption at the Company Stockholders Meeting. and (cC) Prior to the execution of this Agreement, the Company Board has received the opinion of Moelis its financial advisor, Xxxxxx Xxxxxxx & Company LLC Xxxxxx LLC, to the effect that, as of that the date of such opinion and based upon and subject to the factors and assumptions set forth therein, the Per Share Merger Consideration to be received by the holders of Eligible Shares pursuant to this Agreement is fair from a financial point of view to such the holders (other than Parent and its Subsidiaries) of Eligible Shares. (d) Promptly following the receipt of a written version of the opinion contemplated by Section 3.3(c), the Company shall have furnished an accurate and complete copy of such written opinion to Parent.

Corporate Authority; Approval and Fairness. (ai) The Company has the all requisite corporate power and authority and has taken all corporate action necessary in order to enter into execute, deliver and comply with perform its obligations under this Agreement, subjectand, in subject only to approval of this Agreement by the case holders of a majority of the consummation of outstanding Shares entitled to vote on such approval at the MergerCompany Stockholders Meeting (the “Company Stockholder Approval”), to obtaining consummate the Requisite Company VoteMerger and the other transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery of this Agreement by the other Parties, constitutes is a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, subject to (i) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, fraudulent conveyance or other similar laws or judicial decisions now or hereafter in effect relating to or affecting creditors’ rights and to general equity principles and (ii) the remedy of specific performance and injunctive relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought (the “Bankruptcy and Equity Exception”). (bii) Prior to The Board of Directors of the execution Company (the “Company Board”), at a meeting duly called and held, (A) as of the date of this Agreement, the Company Board has unanimously (i1) approved and declared advisable this Agreement, in execution form and including all Schedules and Exhibits hereto, Agreement and the Transactions, Merger and the other transactions contemplated hereby and (ii2) determined recommended that the Company’s stockholders adopt this Agreement and (B) has received the Transactions are in written opinion of its financial advisor, Xxxxxx Xxxxxxx & Co. Incorporated (“Xxxxxx Xxxxxxx”), dated the best interests of the Company and its stockholders, (iii) resolved to recommend adoption of this Agreement by the stockholders entitled to vote thereon (the “Company Recommendation”) and (iv) directed that this Agreement be submitted to the holders of Shares for their adoption at the Company Stockholders Meeting. (c) Prior to the execution date of this Agreement, the Company Board has received the opinion of Moelis & Company LLC to the effect thatthat the consideration to be received by the holders of the Shares in the Merger is fair from a financial point of view, as of the date of such opinion, to such holders. It is agreed and understood that such opinion is for the benefit of the Company Board and based upon may not be relied on by Parent or Merger Sub. Each director and subject executive officer of the Company who has a right to vote any Shares has represented to the factors and assumptions set forth therein, Company his or her intention as of the Per Share Merger Consideration to be received by the holders date of Eligible Shares pursuant to this Agreement is fair from a financial point of view to vote such holders of Eligible Shares. (d) Promptly following the receipt of a written version Shares in favor of the opinion contemplated by Section 3.3(c), the Company shall have furnished an accurate and complete copy adoption of such written opinion to Parentthis Agreement.

Corporate Authority; Approval and Fairness. (a) The Company has the all requisite corporate power and authority and has taken all corporate action necessary in order to enter into execute, deliver and comply with perform its obligations under this Agreement, subject, in the case of the consummation of Agreement and to consummate the Merger, subject only to obtaining adoption of this Agreement (including the Plan of Merger) by the holders of a majority of the outstanding Shares entitled to vote on such matter at a shareholders’ meeting duly called and held for such purpose (the “Requisite Company Vote”). This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery of this Agreement by the other Parties, constitutes a valid and binding agreement Contract of the Company enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights (the Bankruptcy and Equity “Enforceability Exception”). (b) Prior to the execution The board of this Agreement, directors of the Company Board has unanimously (iof those present) approved and declared advisable this Agreement, in execution form and Agreement (including all Schedules and Exhibits hereto, the Plan of Merger) and the Transactionstransactions contemplated hereby, including the Merger (iisuch approval having been made in accordance with the MBCA, including for purposes of Section 302A.613, Subd.1 thereof) determined and recommended that the Company’s shareholders approve the Merger and adopt this Agreement and (including the Transactions are in the best interests Plan of the Company and its stockholdersMerger) (such recommendations, (iii) resolved to recommend adoption of this Agreement by the stockholders entitled to vote thereon (the “Company Recommendation”) and (iv) directed that this Agreement be submitted to the holders of Shares for their adoption at the Company Stockholders Meeting). (c) Prior to the execution The board of this Agreement, directors of the Company Board has received the opinion of Moelis its financial advisor, Xxxxxxx Lynch, Pierce, Xxxxxx & Company LLC Xxxxx Incorporated, to the effect that, as of the date of such opinion and based upon opinion, and subject to and based on the factors various qualifications, assumptions, limitations and assumptions matters set forth therein, the Per Share Merger Consideration to be received by the holders of Eligible Shares pursuant to this Agreement is fair from a financial point of view view, as of the date of such opinion, to such holders of Eligible Shares (other than Cancelled and Dissenting Shares. (d) Promptly following the receipt of a written version of the opinion contemplated by Section 3.3(c), the Company shall have furnished an accurate and complete a copy of such written which opinion will, promptly after the execution of this Agreement, be delivered to ParentParent solely for informational purposes.

Corporate Authority; Approval and Fairness. (ai) The Company has the all requisite corporate power and authority and has taken all corporate action necessary in order to enter into execute, deliver and comply with perform its obligations under this AgreementAgreement and to consummate, subject, in the case subject only to approval of the consummation Merger by the holders of at least a majority of the outstanding Common Shares voting separately as a class (the "Company Common Stock Requisite Vote") and a majority of the outstanding Preferred Shares voting separately as a class (the "Company Preferred Stock Requisite Vote" and, together with the Company Common Stock Requisite Vote, the "Company Requisite Vote"), the Merger, to obtaining the Requisite Company Vote. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery of this Agreement by the other Parties, constitutes is a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles (the "Bankruptcy and Equity Exception"). (bii) Prior to The board of directors of the execution of this Company (A) has declared that the Agreement, the Company Board has unanimously (i) approved and declared advisable this AgreementTender Offer, in execution form and including all Schedules and Exhibits hereto, the Merger and the Transactions, (ii) determined that this Agreement other transactions contemplated hereby and the Transactions thereby are advisable and in the best interests of the Company and its stockholdersCompany, (iiiB) resolved to recommend adoption of this Agreement by has authorized, approved and adopted in all respects the stockholders entitled to vote thereon (the “Company Recommendation”) and (iv) directed that this Agreement be submitted to the holders of Shares for their adoption at the Company Stockholders Meeting. (c) Prior to the execution of this Agreement, the Company Board Tender Offer, the Merger and the other transactions contemplated hereby and thereby, and (C) has received the opinion of Moelis & Company LLC its financial advisors, Xxxxxxx Xxxxx Xxxxxx, to the effect that, as of that the date of such opinion and based upon and subject to the factors and assumptions set forth therein, the Per Share Merger Consideration consideration to be received by the holders of Eligible the Shares pursuant to this Agreement in the Tender Offer and the Merger, taken together, is fair from a financial point of view to such holders of Eligible Sharesholders. (d) Promptly following the receipt of a written version of the opinion contemplated by Section 3.3(c), the Company shall have furnished an accurate and complete copy of such written opinion to Parent.

Corporate Authority; Approval and Fairness. (ai) The Company has the all requisite corporate power and authority and has taken all corporate action necessary in order to enter into execute, deliver and comply with perform its obligations under this Agreement, subjectand, in subject only to approval of this Agreement by the case holders of a majority of the consummation of outstanding Shares entitled to vote on such approval at the MergerCompany Stockholders Meeting (the “Company Stockholder Approval”), to obtaining consummate the Requisite Company VoteMerger and the other transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery of this Agreement by the other Parties, constitutes is a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, subject to (i) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, fraudulent conveyance or other similar laws or judicial decisions now or hereafter in effect relating to or affecting creditors’ rights and to general equity principles and (ii) the remedy of specific performance and injunctive relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought (the “Bankruptcy and Equity Exception”). (bii) Prior to the execution The Board of this Agreement, Directors of the Company Board (the “Company Board”), at a meeting duly called and held, (A) as of February 27, 2005 and as of May 1, 2005, has unanimously (i1) approved and declared advisable this Agreement, in execution form and including all Schedules and Exhibits hereto, Agreement and the Transactions, Merger and the other transactions contemplated hereby and (ii2) determined recommended that the Company’s stockholders adopt this Agreement and (B) has received the Transactions are in written opinions of its financial advisor, Xxxxxx Xxxxxxx & Co. Incorporated (“Xxxxxx Xxxxxxx”), dated February 27, 2005 and May 1, 2005, to the best interests of effect that the Company and its stockholders, (iii) resolved consideration to recommend adoption of this Agreement be received by the stockholders entitled to vote thereon (the “Company Recommendation”) and (iv) directed that this Agreement be submitted to the holders of the Shares for their adoption at in the Company Stockholders Meeting. (c) Prior to the execution Merger is fair from a financial point of this Agreement, the Company Board has received the opinion of Moelis & Company LLC to the effect thatview, as of the date of such opinion, to such holders. It is agreed and understood that such opinion is for the benefit of the Company Board and based upon may not be relied on by Parent or Merger Sub. Each director and subject executive officer of the Company who has a right to vote any Shares has represented to the factors and assumptions set forth therein, Company his or her intention as of the Per Share Merger Consideration to be received by the holders date of Eligible Shares pursuant to this Agreement is fair from a financial point of view to vote such holders of Eligible Shares. (d) Promptly following the receipt of a written version Shares in favor of the opinion contemplated by Section 3.3(c), the Company shall have furnished an accurate and complete copy adoption of such written opinion to Parentthis Agreement.

Corporate Authority; Approval and Fairness. (a) The Company has the all requisite corporate power and authority and has taken all corporate action necessary in order to enter into execute, deliver and comply with perform under this Agreement and to consummate the transactions contemplated by this Agreement, subject, in the case of the consummation of the Merger, subject only to obtaining the Requisite Company Vote. This Agreement has been been, and any other agreements or instruments to be delivered pursuant to this Agreement by the Company will be, duly executed and delivered by the Company and, assuming due authorization, execution and delivery of this Agreement by the other PartiesParent and Merger Sub, constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, subject to the Bankruptcy and Equity Exception. (b) Prior to the execution of this Agreement, the The Company Board has has, at a duly convened and held meeting: (i) unanimously (iA) approved and declared advisable this Agreement and the transactions contemplated by this Agreement, in execution form and including all Schedules and Exhibits hereto, and the Transactions, (iiB) determined that this Agreement and the Transactions transactions contemplated by this Agreement are in the best interests of the Company and its stockholdersthe holders of Shares, other than Excluded Shares that are not Dissenting Shares, and (iiiC) resolved to recommend adoption that the holders of Shares adopt this Agreement by at any meeting of the stockholders entitled to vote thereon holders of Shares held for such purpose and any adjournment or postponement thereof (the “Company Recommendation”); (ii) and (iv) unanimously directed that this Agreement be submitted to the holders of Shares for their adoption at a duly held meeting of the Company Stockholders Meeting. holders of Shares for such purpose; and (ciii) Prior to received the execution opinion, dated as of the date of this Agreement, the Company Board has received the opinion of Moelis its financial advisor, Xxxxxxx Xxxxx & Company LLC Co. LLC, to the effect that, as of the date of such opinion and based upon and subject to the factors and assumptions set forth therein, the Per Share Merger Consideration to be received by paid to the holders of Eligible Shares pursuant to this Agreement (other than Parent and its Affiliates) is fair from a financial point of view to such holders of Eligible Shares. (d) Promptly following the receipt of a written version of the opinion contemplated by Section 3.3(c), the Company shall have furnished an accurate and complete holders. A copy of such written opinion will be provided by the Company to ParentParent solely for informational purposes as promptly as practicable following the execution of this Agreement.

Corporate Authority; Approval and Fairness. (ai) The Company has the all requisite corporate power and authority and has taken all corporate action necessary in order to enter into execute, deliver and comply with perform its obligations under this Agreement, subject, in the case of the consummation of Agreement and to consummate the Merger, subject only to obtaining adoption of this Agreement by the holders of a majority of the outstanding Shares entitled to vote on such matter at a stockholders’ meeting duly called and held for such purpose (the “Requisite Company Vote”). This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery of this Agreement by the other Parties, constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its termsterms (assuming due and valid authorization, execution and delivery hereof by Parent and Merger Sub), subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the “Bankruptcy and Equity Exception”). (bii) Prior to the execution The board of this Agreement, directors of the Company Board has (A) unanimously (i) approved and declared advisable this Agreement, in execution form and including all Schedules and Exhibits heretodetermined that the Merger is fair to, and the Transactions, (ii) determined that this Agreement and the Transactions are in the best interests of of, the Company and its stockholders, (iii) approved and declared advisable this Agreement and the Merger and the other transactions contemplated hereby and resolved to recommend adoption of this Agreement by to the stockholders entitled to vote thereon holders of Shares (the “Company Recommendation”) and ), (ivB) directed that this Agreement be submitted to the holders of Shares for their adoption at the Company Stockholders Meeting. and (cC) Prior to the execution of this Agreement, the Company Board has received the opinion of Moelis & Company LLC its financial advisor, Deutsche Bank Securities Inc., to the effect that, as of the date of such opinion and based upon hereof, and subject to the factors assumptions, limitations, qualifications and assumptions conditions set forth therein, the Per Share Merger Consideration to be received by the holders of Eligible Shares pursuant to this Agreement is fair fair, from a financial point of view view, to such the holders of Eligible SharesShares other than Parent Holdco and its Subsidiaries. (d) Promptly following the receipt of a written version of the opinion contemplated by Section 3.3(c), the Company shall have furnished an accurate and complete copy of such written opinion to Parent.

Corporate Authority; Approval and Fairness. (a) The Company has the all requisite corporate power and authority authority, and has taken all corporate action necessary in order, to enter into execute, deliver and comply with perform its obligations under this AgreementAgreement and the Stock Option Agreement and to consummate the transactions contemplated hereby and thereby, subject, in the case subject only to approval of the consummation Merger by the holders of at least a majority of the Merger, outstanding Company Common Stock (the "Company Requisite Vote") and to obtaining the Requisite Company Votereceipt of the approvals referred to in Section 5.4. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery of this Stock Option Agreement by are the other Parties, constitutes a valid and binding agreement agreements of the Company enforceable against the Company in accordance with its their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles (the "Bankruptcy and Equity Exception"). (b) Prior to the execution The board of this Agreement, directors of the Company Board at a meeting duly called and held, has unanimously by unanimous vote of those directors present (who constituted all of the directors then in office), (i) approved determined that the Agreement and declared advisable this the Stock Option Agreement, in execution form and including all Schedules and Exhibits hereto, and the Transactions, (ii) determined that this Agreement Merger and the Transactions other transactions contemplated hereby and thereby, are fair to and in the best interests of the Company and its stockholders, (ii) authorized, approved and adopted in all respects the Agreement and the Stock Option Agreement, and the Merger and the other transactions contemplated hereby and thereby, and (iii) subject to Section 7.2, resolved to recommend adoption of this Agreement by the stockholders entitled to vote thereon (the “Company Recommendation”) and (iv) directed that this Agreement be submitted to the holders of Shares for their adoption at the Company Stockholders Meeting. (c) Prior to the execution of Common Stock adopt this Agreement, . The board of directors of the Company Board has received the opinion of Moelis & Company LLC Credit Suisse First Boston Corporation, dated the date of this Agreement, to the effect that, as of that the date of such opinion and based upon and subject to the factors and assumptions set forth therein, the Per Share Merger Consideration consideration to be received in the Merger by the holders of Eligible Shares pursuant to this Agreement the Company Common Stock is fair fair, from a financial point of view view, to such holders of Eligible Shares. (d) Promptly following the receipt of holders, a written version of the opinion contemplated by Section 3.3(c), the Company shall have furnished an accurate and complete signed copy of such written opinion which has been delivered to Parent.

Corporate Authority; Approval and Fairness. (ai) The Company has the all requisite corporate power and authority and has taken all corporate action necessary in order to enter into execute, deliver and comply with perform its obligations under this Agreement, subject, in the case of the consummation of Agreement and to consummate the Merger, subject only to obtaining adoption of this Agreement by the holders of a majority of the outstanding Shares entitled to vote on such matter at a stockholders’ meeting duly called and held for such purpose (the “Requisite Company Vote”). This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery of this Agreement by the other Parties, constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the “Bankruptcy and Equity Exception”). (bii) Prior to the execution The board of this Agreement, directors of the Company Board has (A) unanimously (i) approved and declared advisable this Agreement, in execution form and including all Schedules and Exhibits heretodetermined that the Merger is fair to, and the Transactions, (ii) determined that this Agreement and the Transactions are in the best interests of of, the Company and its stockholders, (iii) approved and declared advisable this Agreement and the Merger and the other transactions contemplated hereby and resolved to recommend adoption of this Agreement by to the stockholders entitled to vote thereon holders of Shares (the “Company Recommendation”) and ), (ivB) directed that this Agreement be submitted to the holders of Shares for their adoption at the Company Stockholders Meeting. and (cC) Prior to the execution of this Agreement, the Company Board has received the opinion of Moelis its financial advisor, Lazard Frères & Company Co. LLC (“Lazard”), to the effect thatthat the Per Share Merger Consideration is fair from a financial point of view, as of the date of such opinion and based upon and subject opinion, to the factors holders (other than Parent and assumptions set forth thereinits Subsidiaries) of Shares, a copy of which opinion has been delivered to Parent. The board of directors of the Per Share Merger Consideration to Company has taken all action so that Parent will not be received by an “interested stockholder” or prohibited from entering into or consummating a “business combination” with the holders Company (in each case as such term is used in Section 203 of Eligible Shares pursuant to the DGCL) as a result of the execution of this Agreement is fair from a financial point of view to such holders of Eligible Shares. (d) Promptly following or the receipt of a written version Voting Agreement or the consummation of the opinion transactions in the manner contemplated by Section 3.3(c), the Company shall have furnished an accurate and complete copy of such written opinion to Parenthereby.

Corporate Authority; Approval and Fairness. (ai) The Company Parent has the all requisite corporate power and authority and has taken all corporate action necessary in order to enter into execute, deliver and comply with perform its obligations under this Agreement, subject, in the case of the consummation of Agreement and to consummate the Merger, subject only to obtaining approval of the issuance of the shares of Parent Common Stock by a majority of the stockholders of the Parent present, or represented by proxy, at a stockholders’ meeting duly called and held for such purpose (the “Parent Requisite Company Vote”). This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution Parent and delivery of this Agreement by the other Parties, constitutes a valid and binding agreement of the Company Parent enforceable against the Company Parent in accordance with its terms, subject to the Bankruptcy and Equity Exception. (bii) Prior to The board of directors of the execution of this AgreementParent has (A) unanimously determined that the Merger is fair to, and in the best interests of, the Company Board has unanimously (i) Parent and its stockholders, approved and declared advisable this Agreement, in execution form and including all Schedules and Exhibits hereto, and the Transactions, (ii) determined that this Agreement and the Transactions are in Merger and the best interests of the Company other transactions contemplated hereby and its stockholders, (iii) resolved to recommend to the holders of the Parent Common Stock adoption of this Agreement by and approval of the stockholders entitled to vote thereon issuance of the Merger Consideration (the “Company Parent Recommendation”) and ), (ivB) directed that this Agreement be submitted to the holders of Shares shares of Parent Company Stock for their adoption at the Company Stockholders Meeting. and (cC) Prior to the execution of this Agreement, the Company Board has received the opinion of Moelis & Company LLC its financial advisor, First Albany Capital Inc., to the effect that, as of that the date of such opinion and based upon and subject to the factors and assumptions set forth therein, the Per Share Merger Consideration to be received by the holders of Eligible Shares pursuant to this Agreement is fair from a financial point of view to such the holders (other than Company and its Subsidiaries) of Eligible Sharesshares of Parent Common Stock. (d) Promptly following the receipt of a written version of the opinion contemplated by Section 3.3(c), the Company shall have furnished an accurate and complete copy of such written opinion to Parent.

Corporate Authority; Approval and Fairness. Subject (aA) The Company has in the requisite corporate power and authority to enter into and comply with case of this Agreement, subjectto receipt of the requisite approval of the plan of merger set forth in this Agreement by (i) the holders of at least two-thirds of all outstanding shares of Company Stock entitled to vote thereon, including the holders of Company Preferred Stock voting as a single class with the holders of Company Common Stock, and (ii) the holders of at least two-thirds of the outstanding shares of Company Preferred Stock, voting separately (which are the only shareholder votes required thereon) (collectively, the "Company Shareholder Approval"), and (B) in the case of the consummation Holdings Purchase Agreement, to an amendment to the Company Certificate to remove the transfer restrictions on the Company Preferred Stock, this Agreement, the Voting Agreements, the Holdings Purchase Agreement and the transactions contemplated hereby and thereby have been authorized by all necessary corporate action of the MergerCompany and the Company Board, to obtaining the Requisite Company Vote. This Agreement has been duly executed and delivered approved by the Company and, assuming Board by unanimous vote of all members prior to the date hereof. Assuming the due authorization, execution and delivery of this Agreement by the other Partiesparties hereto, constitutes this Agreement is a valid and legally binding agreement obligation of the Company Company, enforceable against the Company in accordance with its termsterms (except as enforceability may be limited by applicable bankruptcy, subject insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to the Bankruptcy and Equity Exception. (b) Prior to the execution of this Agreement, the Company Board has unanimously (i) approved and declared advisable this Agreement, in execution form and including all Schedules and Exhibits hereto, and the Transactions, (ii) determined that this Agreement and the Transactions are in the best interests of the Company and its stockholders, (iii) resolved to recommend adoption of this Agreement or affecting creditors' rights or by the stockholders entitled to vote thereon (the “Company Recommendation”) and (iv) directed that this Agreement be submitted to the holders of Shares for their adoption at the Company Stockholders Meeting. (c) Prior to the execution of this Agreement, the general equity principles). The Company Board has received the written opinion of Moelis Xxxxxxx, Sachs & Company LLC Co. to the effect that, as of the date of such opinion and based upon and subject to the factors and assumptions set forth thereinhereof, the Per Share Merger Consideration is fair to be received by the holders of Eligible Shares pursuant to this Agreement is fair the Company Common Stock from a financial point of view to such holders of Eligible Sharesview. (d) Promptly following the receipt of a written version of the opinion contemplated by Section 3.3(c), the Company shall have furnished an accurate and complete copy of such written opinion to Parent.

Corporate Authority; Approval and Fairness. (a) The Company has the all requisite corporate power and authority and has taken all corporate action necessary in order to enter into execute, deliver and comply with perform its obligations under this Agreement, subject, in the case of the consummation of Agreement and to consummate the Merger, subject only to obtaining approval of this Agreement by the holders of two-thirds of the outstanding Shares entitled to vote on such matter at a shareholders’ meeting duly called and held for such purpose (the “Company Requisite Company Vote”). This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery of this Agreement by the other Parties, constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, subject to the Bankruptcy and Equity Exception. (b) Prior to the execution of this Agreement, the The Company Board has unanimously adopted resolutions (i) approved approving, adopting and declared declaring advisable this Agreement, in execution form and including all Schedules and Exhibits hereto, and the Transactions, (ii) determined that this Agreement and the Transactions and determining that the Merger and the other Transactions are fair to and in the best interests of the Company and its stockholdersthe Shareholders in accordance with the provisions of the MBCA (collectively, the “Board Approval”) and (iiiii) resolved to recommend adoption of recommending that the Shareholders adopt and approve this Agreement by the stockholders entitled to vote thereon (the “Company Recommendation”) and (iv) directed ). The Company Board has taken all action necessary to cause the Company not to be subject to any state takeover Law or similar Law that this Agreement be submitted might otherwise apply to the holders of Shares for their adoption at the Company Stockholders MeetingTransactions. (c) Prior to the execution of this Agreement, the The Company Board has received the written opinion of Moelis its financial advisor, Xxxxxxx Xxxxx & Company LLC Co., to the effect that, as of the date of such opinion and based upon and subject to the factors and assumptions set forth therein, that the Per Share Merger Consideration to be received by the holders of Eligible Shares pursuant to this Agreement the shares of Common Stock is fair from a financial point of view to such holders of Eligible Shares. (d) Promptly following holders. It is agreed and understood that such opinion is for the receipt of a written version benefit of the opinion contemplated Company Board and may not be relied on by Section 3.3(c), the Company shall have furnished an accurate and complete copy of such written opinion to ParentParent or Merger Sub.

Corporate Authority; Approval and Fairness. (ai) The Company has the all requisite corporate power and authority and has taken all corporate action necessary in order to enter into authorize, execute, deliver and comply with perform its obligations under this AgreementAgreement and to consummate the Merger and the other transactions contemplated hereby (including, subjectwithout limitation, in all actions by the case Board of Directors of the consummation Company set forth in clause (ii)(A) and (B) below, subject to approval of the MergerSEC), subject only to obtaining the Requisite Company Vote. This Agreement has been duly executed adoption and delivered by the Company and, assuming due authorization, execution and delivery approval of this Agreement by the other Parties, constitutes majority of holders of the outstanding Shares (the “Company Requisite Vote”). This Agreement is a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, subject subject, as to enforcement, to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the “Bankruptcy and Equity Exception”). (bii) Prior to The Board of Directors of the execution Company: (A) has, unanimously by a vote of this Agreementthe directors voting, the Company Board has unanimously (i) approved approved, adopted and declared advisable this Agreement, in execution form and including all Schedules and Exhibits hereto, and the Transactions, (ii) determined that this Agreement and the Transactions are in Merger and the best interests other transactions contemplated hereby; (B) has, unanimously by a vote of the directors voting, subject to the approval of the SEC, approved the Company and its stockholdersCharter Amendment (which, (iii) resolved to recommend adoption for the avoidance of doubt, is the Company Charter Amendment set forth in Section 2.1 of this Agreement by which supersedes the stockholders entitled to vote thereon (Company Charter Amendment set forth in Section 2.1 of the “Company Recommendation”) Original Agreement); and (ivC) directed that this Agreement be submitted to the holders of Shares for their adoption at the Company Stockholders Meeting. (c) Prior to the execution of this Agreement, the Company Board has received the opinion of Moelis & Company LLC its financial advisors, Citigroup Global Markets Inc., to the effect thatthat the consideration to be received by the holders of the Shares in the Merger is fair from a financial point of view, as of the date of such opinion and based upon and subject to the factors and assumptions set forth thereinopinion, the Per Share Merger Consideration to be received by the holders of Eligible Shares pursuant to this Agreement is fair from a financial point of view to such holders (other than Parent and its affiliates), a copy of Eligible Shareswhich opinion has been delivered or will be delivered as soon as practicable after the date hereof, solely for informational purposes, to Parent. It is agreed and understood that such opinion is for the benefit of the Company’s Board of Directors and may not be relied on by Parent or Merger Sub. With respect to each of the vote set forth in clauses (A) and (B) of this Section 5.1(c)(ii), to the extent that any member of the Company’s Board of Directors was present at the meeting but did not participate in the vote, the name of such director or directors are set forth under the respective caption in Section 5.1(c) of the Company Disclosure Letter. (diii) Promptly following The Board of Directors of PCX has determined that the receipt Company Charter Amendment (which, for the avoidance of a written version doubt, is the Company Charter Amendment set forth in Section 2.1 of this Agreement which supersedes the Company Charter Amendment set forth in Section 2.1 of the opinion contemplated Original Agreement) must be filed with and approved by the SEC before the same may be effective, under Section 3.3(c), 19 of the Company shall have furnished an accurate Exchange Act and complete copy of such written opinion to Parentthe rules promulgated thereunder by the SEC or otherwise.

Corporate Authority; Approval and Fairness. (a) The Company has the all requisite corporate power and authority and has taken all corporate action necessary in order to enter into execute, deliver and comply with perform under this Agreement and to consummate the transactions contemplated by this Agreement, subject, in the case of the consummation of the Merger, to obtaining the Requisite Company Vote. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery of this Agreement by the other PartiesParent and Merger Sub, constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, subject to the Bankruptcy and Equity Exception. (b) Prior to the execution of this Agreement, the The Company Board has has, at a duly convened and held meeting: (i) unanimously (iA) approved and declared advisable this Agreement and the transactions contemplated by this Agreement, in execution form including the Offer and including all Schedules and Exhibits heretothe Merger, and the Transactionsexecution, (ii) determined that delivery and performance by the Company of this Agreement and the Transactions are consummation of the transactions contemplated by this Agreement, including the Offer and the Merger, (B) resolved that the Merger shall be effected under Section 251(h) of the DGCL, (C) recommended that the Company’s stockholders accept the Offer and tender their Shares in the best interests of the Company and its stockholdersOffer (such recommendation described in clauses (A) through (C), (iii) resolved to recommend adoption of this Agreement by the stockholders entitled to vote thereon (the “Company Recommendation”) ), and (ivii) directed that this Agreement be submitted to the holders of Shares for their adoption at the Company Stockholders Meeting. (c) Prior to the execution of this Agreement, the Company Board has received the opinion of Moelis its financial advisor, Xxxxxxx Xxxxx & Company LLC Associates, Inc., to the effect thatthat the Offer Price and the Merger Consideration is fair from a financial point of view, as of the date of such opinion and based upon and subject opinion, to the factors and assumptions set forth therein, the Per Share Merger Consideration to be received by the holders of Eligible Shares pursuant (other than Excluded Shares), a copy of which opinion has been delivered to this Agreement Parent solely for informational purposes (it being agreed that such opinion is fair from a financial point of view to such holders of Eligible Shares. (d) Promptly following for the receipt of a written version benefit of the opinion contemplated Company Board and may not be relied upon by Section 3.3(cParent or Merger Sub), the Company shall have furnished an accurate and complete copy of such written opinion to Parent.

Corporate Authority; Approval and Fairness. (ai) The Company has the all requisite corporate power and authority and has taken all corporate action necessary in order to enter into execute, deliver and comply with perform its obligations under this Agreement, subject, in the case of the consummation of Agreement and to consummate the Merger, subject only to obtaining adoption of this Agreement by the holders of two-thirds of the outstanding Shares entitled to vote on such matter at a Shareholders’ meeting duly called and held for such purpose (the “Company Requisite Company Vote”). This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery of this Agreement by the other Parties, constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the “Bankruptcy and Equity Exception”). (bii) Prior to The board of directors of the execution of this AgreementCompany has (A) unanimously determined that the Merger is fair to, and in the best interests of, the Company Board has unanimously (i) and its Shareholders, approved and declared advisable this Agreement, in execution form and including all Schedules and Exhibits hereto, and the Transactions, (ii) determined that this Agreement and the Transactions are in Merger and, subject to the best interests provisions of the Company and its stockholdersSection 6 below, (iii) resolved to recommend adoption of this Agreement by to the stockholders entitled to vote thereon holders of Shares (the “Company Recommendation”) and ), (ivB) directed that this Agreement be submitted to the holders of Shares for their adoption at the Company Stockholders Meeting. and (cC) Prior to the execution of this Agreement, the Company Board has received the opinion of Moelis & Company its financial advisor, Signal Hill Capital Group LLC (“Signal Hill Capital”), to the effect that, as of the date of such opinion and based upon and subject to the factors and assumptions set forth therein, that the Per Share Merger Consideration to be received by the holders of Eligible Shares pursuant to this Agreement is fair from a financial point of view to such the holders (other than Parent and its Subsidiaries) of Eligible Shares. (d) Promptly following the receipt of , a written version of the opinion contemplated by Section 3.3(c), the Company shall have furnished an accurate and complete copy of such written which opinion has been delivered to Parent.

Corporate Authority; Approval and Fairness. (ai) The Company has the all requisite corporate power and authority and has taken all corporate action necessary in order to enter into execute, deliver and comply with perform its obligations under this Agreement and the Memorandum of Understanding and to consummate this Agreement, subject, in subject only to approval of this Agreement and the case other transactions contemplated hereby by a majority of the consummation votes entitled to be cast by holders of the MergerCompany Shares, to obtaining voting together as a single class (the "Company Requisite Company Vote"). This Each of this Agreement and the Memorandum of Understanding has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery of this Agreement by the other PartiesCPI, Parent, CPI Merger Sub and Company Merger Sub, constitutes a legal, valid and binding agreement of the Company enforceable against the Company in accordance with its terms, subject to the Bankruptcy and Equity Exception. (bii) Prior to The Board of Directors of the execution of Company at a meeting duly called and held has unanimously by those present (A) approved this Agreement, the Company Board has unanimously (i) approved and declared advisable this Agreement, in execution form and including all Schedules and Exhibits hereto, Memorandum of Understanding and the TransactionsCompany Merger and the other transactions contemplated hereby, (iiB) determined that the advisability of entering into this Agreement and (C) recommended that the Transactions are in the best interests stockholders of the Company and its stockholders, (iii) resolved to recommend adoption adopt this Agreement. The Board of this Agreement by the stockholders entitled to vote thereon (the “Company Recommendation”) and (iv) directed that this Agreement be submitted to the holders Directors of Shares for their adoption at the Company Stockholders Meeting. (c) Prior to the execution of this Agreement, the Company Board has received the opinion of Moelis & Company LLC its financial advisor, X.X. Xxxxxx Securities Inc., to the effect that, as of that the date of such opinion and based upon and subject to the factors and assumptions set forth therein, the Per Share Company Merger Consideration to be received by the holders of Eligible the Company Shares pursuant to this Agreement in the Company Merger is fair to such holders from a financial point of view and has received the opinion of its financial advisor, Xxxxxxxx Xxxxx Xxxxxx & Xxxxx, Inc., to such the effect that the Company Merger is fair to the holders of Eligible Shares. (d) Promptly following the receipt Company Shares from a financial point of a written version view. It is agreed and understood that each such opinion is for the benefit of the opinion contemplated Company's Board of Directors and may not be relied on by Section 3.3(c)Parent, the CPI Merger Sub or Company shall have furnished an accurate and complete copy of such written opinion to ParentMerger Sub.

Corporate Authority; Approval and Fairness. (ai) The Company has the all requisite corporate power and authority and has taken all corporate action necessary in order to enter into execute, deliver and comply with perform its obligations under this AgreementAgreement and to consummate, subject, in subject only to approval of this Agreement by the case holders of a majority of the consummation of outstanding Shares (the "Company Requisite Vote"), the Company Merger, to obtaining the Requisite Company Vote. This Agreement has been duly executed and delivered by the Company Company, and, assuming due authorization, execution and delivery of this Agreement by the other PartiesParent, constitutes is a valid and legally binding agreement of the Company enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles (the "Bankruptcy and Equity Exception"). (bii) Prior to As of the execution date hereof the Board of this Agreement, Directors of the Company Board (A) has unanimously (i) approved and declared advisable this Agreement, in execution form Agreement and including all Schedules adopted the plan of merger relating to the Company set forth herein and Exhibits hereto, and has resolved to recommend that the Transactions, (ii) determined that shareholders of the Company approve this Agreement and the Transactions are in the best interests of the Company and its stockholders, (iiiB) resolved to recommend adoption of this Agreement by the stockholders entitled to vote thereon (the “Company Recommendation”) and (iv) directed that this Agreement be submitted to the holders of Shares for their adoption at the Company Stockholders Meeting. (c) Prior to the execution of this Agreement, the Company Board has received the opinion of Moelis its financial advisors, Xxxxxx Xxxxxxx Xxxx Xxxxxx & Company LLC Co., Inc. ("Xxxxxx Xxxxxxx") and Xxxxxxx Xxxxx Xxxxxx Inc., to the effect that, as of that the date of such opinion and based upon and subject to the factors and assumptions set forth therein, the Per Share Merger Consideration consideration to be received by the holders of Eligible the Shares in the Company Merger pursuant to this Agreement is fair from a financial point of view to such holders of Eligible Sharesholders. (d) Promptly following the receipt of a written version of the opinion contemplated by Section 3.3(c), the Company shall have furnished an accurate and complete copy of such written opinion to Parent.

Corporate Authority; Approval and Fairness. (ai) The Company has the all requisite corporate power and authority and has taken all corporate action necessary in order to enter into execute and comply with deliver this Agreement and to perform its obligations under this Agreement and to consummate the Merger and any other transaction contemplated by this Agreement, subject, in subject only to adoption of this Agreement by the case holders of a majority of the consummation of outstanding Shares entitled to vote on such matter at a stockholders’ meeting duly called and held for such purpose (the Merger, to obtaining the “Requisite Company Vote”). This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery of this Agreement by the other Parties, constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the “Bankruptcy and Equity Exception”). (bii) Prior to (A) The Company Board, acting upon the execution unanimous recommendation of this Agreementthe Special Committee, the Company Board has unanimously (i) approved and declared advisable this Agreement, in execution form and including all Schedules and Exhibits heretodetermined that the Merger is fair to, and the Transactions, (ii) determined that this Agreement and the Transactions are in the best interests of of, the Company and its stockholders, (ii) approved and declared advisable this Agreement and the Merger and (iii) resolved to recommend adoption of that this Agreement be adopted by the Company’s stockholders entitled to vote thereon at a stockholders’ meeting duly called and held for such purpose (the “Company Recommendation”) and (ivB) directed that this Agreement be submitted to the holders of Shares for their adoption at the Company Stockholders Meeting. (c) Prior to the execution of this Agreement, the Company Board has Special Committee received the opinion of Moelis & Company Centerview Partners LLC to the effect that, that as of the date of such opinion opinion, and based upon and subject to the factors various assumptions made, procedures followed, matters considered, and assumptions qualifications and limitations on the review undertaken in preparing such opinion as set forth therein, the Per Share Merger Consideration to be received by paid to the holders of Eligible Shares (other than Excluded Shares and Shares held by any affiliate of Parent) pursuant to this Agreement is fair fair, from a financial point of view view, to such holders of Eligible Shares. (d) Promptly following holders. It is agreed and understood that such opinion is for the receipt of a written version benefit of the opinion contemplated Special Committee and may not be relied on by Section 3.3(c), the Company shall have furnished an accurate and complete copy of such written opinion to ParentParent or Merger Sub.

Corporate Authority; Approval and Fairness. (a) The Company has the all requisite corporate power and authority and has taken all corporate action necessary in order to enter into execute, deliver and comply with perform under this AgreementAgreement and, subject, in the case no vote of the consummation holders of Shares will be required in connection with the Transactions if the Merger is consummated in accordance with Section 251(h) of the Merger, to obtaining the Requisite Company VoteDGCL. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery of this Agreement by the other PartiesParent and Merger Sub, constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, subject to the Bankruptcy and Equity Exception. (b) Prior to the execution of this Agreement, the The Company Board has unanimously has, at a duly convened and held meeting: (i) (A) approved and declared advisable this Agreement, in execution form and including all Schedules and Exhibits hereto, Agreement and the Transactions, and (iiB) determined that this Agreement and the Transactions are fair to, and in the best interests of, the Company and the holders of Shares, other than Excluded Shares that are not Dissenting Shares; (ii) agreed to effect the Merger pursuant to Section 251(h) of the DGCL; (iii) recommended that the stockholders of the Company and its stockholderstender their Shares to Merger Sub pursuant to the Offer (collectively, (iii) resolved to recommend adoption of this Agreement by the stockholders entitled to vote thereon (the “Company Recommendation”) and (iv) directed that this Agreement be submitted to the holders of Shares for their adoption at the Company Stockholders Meeting. (c) Prior to the execution of this Agreement, the Company Board has received the opinion of Moelis & Company LLC its financial advisor, Hxxxxxxx Lxxxx Capital, Inc., to the effect that, that as of the date of such opinion and based upon opinion, and subject to the factors factors, assumptions, and assumptions limitations set forth therein, the Per Share Merger Consideration to be received by the holders of Eligible Shares pursuant to this Agreement (other than Parent and its Affiliates) in the Transactions is fair to such holders from a financial point of view view. A copy of Houlihan’s Lxxxx Capital, Inc.’s opinion will be promptly delivered to Parent solely for informational purposes (it being agreed that such holders of Eligible Shares. (d) Promptly following opinion is for the receipt of a written version benefit of the opinion contemplated Company Board and may not be relied upon by Section 3.3(cParent, Merger Sub or the Investors), the Company shall have furnished an accurate and complete copy of such written opinion to Parent.

Corporate Authority; Approval and Fairness. (ai) The Company has the all requisite corporate power and authority and has taken all corporate action necessary in order to enter into execute, deliver and comply with perform its obligations under this Agreement and to consummate the Merger and the other transactions contemplated by this Agreement, subject, in subject only to approval and adoption of this Agreement by the case holders of a majority of the consummation of outstanding Shares entitled to vote on such matter at a stockholders’ meeting duly called and held for such purpose (the Merger, to obtaining the “Requisite Company Stockholder Vote”). This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery of this Agreement by the other Parties, constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, subject to the Bankruptcy and Equity Exception. (bii) Prior to the execution of this Agreement, the The Company Board has (A) unanimously (i) approved and declared advisable this Agreement, in execution form Agreement and including all Schedules and Exhibits hereto, and the Transactions, (ii) determined resolved to recommend that this Agreement be approved and the Transactions are in the best interests of the Company and its stockholders, (iii) resolved to recommend adoption of this Agreement adopted by the stockholders entitled to vote thereon holders of Shares (the “Company Recommendation”) and ), (ivB) directed that this Agreement be submitted to the holders of Shares for their adoption at the Company Stockholders Meeting. approval and (cC) Prior to the execution of this Agreement, the Company Board has received the opinion of Moelis & Company LLC the Financial Advisor to the effect that, as of the date of such opinion opinion, and based upon and subject to the factors various qualifications, assumptions, limitations and assumptions other matters considered in the preparation thereof as set forth therein, the Per Share Merger Consideration to be received pursuant to and in accordance with the terms of this Agreement by the holders of Eligible Shares pursuant to this Agreement (other than Parent or any Affiliate of Parent) is fair fair, from a financial point of view view, to such holders of Eligible Sharesholders. (d) Promptly following the receipt of a written version of the opinion contemplated by Section 3.3(c), the Company shall have furnished an accurate and complete copy of such written opinion to Parent.

Corporate Authority; Approval and Fairness. (a) The Company has the all requisite corporate power and authority to enter into execute, deliver and comply with perform its obligations under this Agreement, subject, in Agreement and to consummate the case of the consummation of the Merger, to obtaining the Requisite Company VoteTransactions. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery of this Agreement by the other Parties, constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the “Bankruptcy and Equity Exception”). (b) Prior to The Board, after consultation with its legal advisors and the execution of this Agreement, the Company Board has unanimously Financial Advisors: (i) approved and declared advisable this Agreement, in execution form and including all Schedules and Exhibits hereto, and the Transactions, (ii) determined that the Consideration to be received by the Common Shareholders pursuant to the Arrangement and this Agreement is fair to such holders and that the Transactions are Arrangement is in the best interests of the Company and its stockholders, Company; (iiiii) resolved to recommend adoption that the Common Shareholders vote in favour of the Arrangement Resolution; and (iii) authorized the entering into of this Agreement and the performance by the stockholders entitled Company of its obligations under this Agreement, and no action has been taken to vote thereon (the “Company Recommendation”) and (iv) directed that this Agreement be submitted to the holders of Shares for their adoption at the Company Stockholders Meetingamend, or supersede, such determinations, resolutions or authorizations. (c) Prior The Fairness Opinions have been delivered verbally to the execution of this AgreementBoard, the Company Board has received the opinion of Moelis & Company LLC to the effect that, which Fairness Opinions have not been withdrawn or modified as of the date of such opinion and based upon and subject to the factors and assumptions set forth therein, the Per Share Merger Consideration to be received by the holders of Eligible Shares pursuant to this Agreement is fair from a financial point of view to such holders of Eligible Shareshereof. (d) Promptly following The Company and the receipt of a written version Board have taken all steps necessary as at the date hereof as contemplated by the Shareholder Rights Plan to waive the application of the opinion contemplated by Section 3.3(c), Shareholder Rights Plan to the Company shall have furnished an accurate and complete copy of such written opinion to ParentTransactions.

Corporate Authority; Approval and Fairness. (ai) The Company has the all requisite corporate power and authority and has taken all corporate action necessary in order to enter into execute, deliver and comply with perform its obligations under this Agreement, subject, in subject only to adoption of this Agreement by the case affirmative vote of the consummation holders of a majority of the outstanding Shares entitled to vote on such matter at a stockholders’ meeting duly called and held for such purpose (the “Company Requisite Vote”), and to consummate the Merger, to obtaining the Requisite Company Vote. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery of this Agreement by the other Partieseach of Parent and Merger Sub, constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law) (the “Bankruptcy and Equity Exception”). (bii) Prior to the execution (A) The board of this Agreement, directors of the Company Board has unanimously (i) and the Special Committee have determined that the Merger and the other transactions contemplated by this Agreement are fair to, and in the best interests of the holders of Shares other than Parent and its Subsidiaries, approved and declared advisable this Agreement, in execution form and including all Schedules and Exhibits hereto, the Merger and the Transactions, (ii) determined that this Agreement other transactions contemplated hereby and the Transactions are in the best interests of the Company and its stockholders, (iii) resolved to recommend the Merger and adoption of this Agreement by to the stockholders entitled to vote thereon holders of Shares (the “Company Recommendation”), (B) and (iv) the board of directors of the Company has directed that this Agreement be submitted to the holders of Shares for their adoption at and (C) the Company Stockholders Meeting. (c) Prior to the execution of this Agreement, the Company Board Special Committee has received the written opinion of Moelis & Company LLC its financial advisor, Xxxxxx Brothers, Inc., to the effect that, as of the date of such opinion and based upon and subject to the factors and assumptions set forth thereinopinion, the Per Share Merger Consideration to be received by the holders of Eligible Shares pursuant to this Agreement is fair to such holders (other than Parent and its Subsidiaries) from a financial point of view to such holders of Eligible Shares. (d) Promptly following the receipt of view, a written version of the opinion contemplated by Section 3.3(c), the Company shall have furnished an accurate true and complete copy of such written which opinion has been delivered to Parent. Based on information available to the Company as of the date hereof, the board of directors of the Company has taken all action so that Parent will not be prohibited from entering into or consummating a “business combination” with the Company (as such term is used in Section 203 of the DGCL) as a result of the execution of this Agreement or the consummation of the transactions in the manner contemplated hereby.

Corporate Authority; Approval and Fairness. (ai) The Company has the all requisite corporate power and authority and has taken all corporate action necessary in order to enter into execute and comply with deliver this AgreementAgreement and, subject, in subject only to approval of this Agreement by the case holders of a majority of the consummation of outstanding Shares entitled to vote on such matter at a shareholders’ meeting duly called and held for such purpose (the “Company Requisite Vote”), to perform its obligations under this Agreement and to consummate the Merger, to obtaining the Requisite Company Vote. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery of this Agreement by constitutes the other Partiesvalid and binding agreement of Parent and Merger Sub, constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles regardless of whether enforcement is considered in a proceeding in equity or at law (the “Bankruptcy and Equity Exception”). (bii) Prior to the execution of this Agreement, the The Company Board has unanimously (i) approved and declared advisable this Agreement, in execution form and including all Schedules and Exhibits hereto, and the Transactions, (iiA) determined that this Agreement and the Transactions are Merger is in the best interests of the Company and its stockholdersshareholders, (iii) resolved adopted, approved and declared advisable this Agreement and the Transactions and resolved, subject to Section 4.2(d), to recommend adoption approval of this Agreement by the stockholders entitled to vote thereon holders of Shares (the “Company Recommendation”) and ), (ivB) directed that this Agreement be submitted to the holders of Shares for their adoption approval at the Company Stockholders Meeting. a shareholders’ meeting duly called and held for such purpose and (cC) Prior to the execution of this Agreement, the Company Board has received the opinion of Moelis & Company LLC each of its financial advisors to the effect thatthat the consideration to be received by the holders of the Shares in the Merger is fair from a financial point of view, as of the date of such opinion and based upon and subject to the factors and assumptions set forth thereinopinion, the Per Share Merger Consideration to be received by the holders of Eligible Shares pursuant to this Agreement is fair from a financial point of view to such holders of Eligible Sharesholders. (d) Promptly following the receipt of a written version of the opinion contemplated by Section 3.3(c), the Company shall have furnished an accurate and complete copy of such written opinion to Parent.

Corporate Authority; Approval and Fairness. (ai) The Company has the all requisite corporate power and authority and has taken all corporate action necessary in order to enter into execute, deliver and comply with perform its obligations under this Agreement, subject, in subject only to adoption of this Agreement by the case affirmative vote of the consummation holders of a majority of the outstanding Shares entitled to vote on such matter at a stockholders' meeting duly called and held for such purpose (the "Company Requisite Vote"), and to consummate the Merger, to obtaining the Requisite Company Vote. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery of this Agreement by the other Partieseach of Parent and Merger Sub, constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors' rights and to general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law) (the "Bankruptcy and Equity Exception"). (bii) Prior to the execution (A) The board of this Agreement, directors of the Company Board has unanimously (i) and the Special Committee have determined that the Merger and the other transactions contemplated by this Agreement are fair to, and in the best interests of the holders of Shares other than Parent and its Subsidiaries, approved and declared advisable this Agreement, in execution form and including all Schedules and Exhibits hereto, the Merger and the Transactions, (ii) determined that this Agreement other transactions contemplated hereby and the Transactions are in the best interests of the Company and its stockholders, (iii) resolved to recommend the Merger and adoption of this Agreement by to the stockholders entitled to vote thereon holders of Shares (the “"Company Recommendation”"), (B) and (iv) the board of directors of the Company has directed that this Agreement be submitted to the holders of Shares for their adoption at and (C) the Company Stockholders Meeting. (c) Prior to the execution of this Agreement, the Company Board Special Committee has received the written opinion of Moelis & Company LLC its financial advisor, Xxxxxx Brothers, Inc., to the effect that, as of the date of such opinion and based upon and subject to the factors and assumptions set forth thereinopinion, the Per Share Merger Consideration to be received by the holders of Eligible Shares pursuant to this Agreement is fair to such holders (other than Parent and its Subsidiaries) from a financial point of view to such holders of Eligible Shares. (d) Promptly following the receipt of view, a written version of the opinion contemplated by Section 3.3(c), the Company shall have furnished an accurate true and complete copy of such written which opinion has been delivered to Parent. Based on information available to the Company as of the date hereof, the board of directors of the Company has taken all action so that Parent will not be prohibited from entering into or consummating a "business combination" with the Company (as such term is used in Section 203 of the DGCL) as a result of the execution of this Agreement or the consummation of the transactions in the manner contemplated hereby.

Corporate Authority; Approval and Fairness. (a) The Company has the all requisite corporate power and authority and has taken all corporate action necessary in order to enter into execute, deliver and comply with perform its obligations under this AgreementAgreement and each Transaction Document to which it is a party and to consummate the Transactions, subject, in the case subject only to adoption of this Agreement by a majority of the consummation outstanding number of shares of Company Stock as of immediately prior to the Effective Time (voting together as a single class on an as-converted to Company Common Stock basis) in favor of this Agreement and the Transactions, including the Merger, to obtaining in accordance with the Requisite Company VoteStockholder Support Agreement (the “Company Stockholder Approval”). This Agreement has been been, and each Transaction Document will be, duly executed and delivered by the Company andCompany, and assuming due authorizationauthorization and execution by each other party hereto and thereto, execution and delivery of this Agreement by the other Partiesconstitutes, constitutes or will constitute, as applicable, a valid and binding agreement of the Company Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the “Bankruptcy and Equity Exception”). The Company Stockholder Approval is the only vote of the holders of any class or series of capital stock of the Company required to approve and adopt this Agreement and approve the Transactions. (b) Prior to The Company Board has (i) determined that the execution of this AgreementMerger is fair to, and in the best interests of, the Company Board has unanimously (i) and the Company Stockholders, approved and declared advisable this Agreement, in execution form the Merger and including all Schedules and Exhibits heretothe other Transactions, and the Transactions, (ii) determined that this Agreement and the Transactions are in the best interests of the Company and its stockholders, (iii) resolved to recommend adoption of this Agreement by to the stockholders entitled to vote thereon (the “holders of shares of Company Recommendation”) Stock and (ivii) directed that this Agreement be submitted to the holders of Shares Company Stockholders for their adoption at the Company Stockholders Meetingadoption. (c) Prior to the execution of this Agreement, the Company Board has received the opinion of Moelis & Company LLC to the effect that, as of the date of such opinion and based upon and subject to the factors and assumptions set forth therein, the Per Share Merger Consideration to be received by the holders of Eligible Shares pursuant to this Agreement is fair from a financial point of view to such holders of Eligible Shares. (d) Promptly following the receipt of a written version of the opinion contemplated by Section 3.3(c), the Company shall have furnished an accurate and complete copy of such written opinion to Parent.

Corporate Authority; Approval and Fairness. (a) The Company has the all requisite corporate power and authority and has taken all corporate action necessary in order to enter into execute, deliver and comply with perform its obligations under this Agreement and to consummate the transactions contemplated by this Agreement, subject, in the case of the consummation of the Merger, subject only to obtaining the Requisite Company Vote. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery of this Agreement by the other Parties, constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, subject to the Bankruptcy and Equity Exception. (b) Prior to The Company Board, at a meeting duly called and held at which all of the execution directors of the Company Board were present in person or by telephone in compliance with the applicable provisions of the MBCA, duly adopted resolutions in which the Company Board: (i) unanimously (A) approved and adopted this Agreement (including the execution, delivery and performance thereof) and the transactions contemplated by this Agreement, the Company Board has unanimously (i) approved and declared advisable this Agreement, in execution form and including all Schedules and Exhibits hereto, and the Transactions, (iiB) determined that this Agreement and the Transactions transactions contemplated by this Agreement are fair to, advisable and in the best interests of of, the Company and its stockholdersthe holders of Shares, other than Excluded Shares, and (iiiC) resolved to recommend adoption that the holders of Shares approve this Agreement by the stockholders entitled to vote thereon (the “Company Recommendation”) and ); (ivii) directed that this Agreement be submitted to the holders of Shares for their adoption at the Company Stockholders Meeting. approval; and (ciii) Prior to the execution of this Agreement, the Company Board has received the opinion of Moelis its financial advisor, Xxxxxxx Sachs & Company LLC Co. LLC, to the effect thatthat the Per Share Merger Consideration is fair from a financial point of view, as of the date of such opinion and based upon and subject to the factors factors, assumptions and assumptions limitations set forth therein, the Per Share Merger Consideration to be received by the holders of Eligible Shares, other than Excluded Shares pursuant and any Shares held by an Affiliate of Parent, a copy of which opinion has been delivered to Parent solely for informational purposes (it being agreed that such opinion is for the benefit of the Company Board and may not be relied upon by Parent or Merger Sub). The Requisite Company Vote is the only approval of the Shares or any class or series of other securities of the Company necessary to approve or adopt this Agreement and the transactions contemplated hereby, including the Merger. No further corporate action is fair from a financial point of view to such holders of Eligible Shares. (d) Promptly following the receipt of a written version of the opinion contemplated required by Section 3.3(c), the Company shall have furnished an accurate and complete copy of such written opinion Board in order for the Company to Parentapprove this Agreement or the transactions contemplated hereby, including the Merger.

Corporate Authority; Approval and Fairness. (ai) The Company has the all requisite corporate power and authority and has taken all corporate action necessary in order to enter into execute, deliver and comply with perform its obligations under this Agreement, subject, in the case of the consummation of Agreement and to consummate the Merger, subject only to obtaining adoption of this Agreement by the holders of a majority of the outstanding Shares entitled to vote on such matter at a stockholders’ meeting duly called and held for such purpose (the “Requisite Company Vote“). This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery of this Agreement by the other Parties, constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the “Bankruptcy and Equity Exception“). (bii) Prior Subject to the execution of this AgreementSection 6.2, the board of directors of the Company Board has (A) unanimously (i) approved and declared advisable this Agreement, in execution form and including all Schedules and Exhibits heretodetermined that the Merger is fair to, and the Transactions, (ii) determined that this Agreement and the Transactions are in the best interests of of, the Company and its stockholders, (iii) approved and declared advisable this Agreement and the Merger and the other transactions contemplated hereby and resolved to recommend adoption of this Agreement by to the stockholders entitled to vote thereon holders of Shares (the “Company Recommendation”) and “), (ivB) directed that this Agreement be submitted to the holders of Shares for their adoption at the Company Stockholders Meeting. and (cC) Prior to the execution of this Agreement, the Company Board has received the opinion opinions of Moelis its financial advisors, Xxxxxxx, Xxxxx & Company LLC Co. and Citigroup Global Markets, Inc., to the effect that, as of the date of such opinion this Agreement and based upon and subject to the factors qualifications and assumptions set forth therein, the Per Share Merger Consideration to be received by the holders of Eligible Shares pursuant to this Agreement is fair from a financial point of view to such holders (other than Parent and its Subsidiaries) of Eligible Shares. (d) Promptly following the receipt of a written version . True and correct copies of the opinion contemplated foregoing opinions have been (or, if not received by Section 3.3(c)the Company’s board of directors prior to the execution and delivery of this Agreement, the Company shall have furnished an accurate and complete copy of such written opinion promptly will be) delivered to Parent. It is agreed and understood that such opinion is for the benefit of the Company’s board of directors and may not be relied upon by Parent or Merger Sub.

Corporate Authority; Approval and Fairness. (a) The Company has the all requisite corporate power and authority and has taken all corporate action necessary in order to enter into execute, deliver and comply with perform under this Agreement and to consummate the transactions contemplated by this Agreement, subject, in the case of the consummation of the Merger, to obtaining the Requisite Company Vote. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery of this Agreement by the other PartiesParent and Merger Sub, constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, subject to the Bankruptcy and Equity Exception. (b) Prior to the execution of this Agreement, the The Company Board has has, at a duly convened and held meeting: (i) unanimously (iA) approved and declared advisable this Agreement and the transactions contemplated by this Agreement, in execution form including the Offer and including all Schedules and Exhibits heretothe Merger, and the Transactionsexecution, (ii) determined that delivery and performance by the Company of this Agreement and the Transactions are consummation of the transactions contemplated by this Agreement, including the Offer and the Merger, (B) resolved that the Merger shall be effected under Section 251(h) of the DGCL and consummated as soon as practicable following the consummation of the Offer, (C) recommended that the Company’s stockholders accept the Offer and tender their Shares in the best interests of the Company and its stockholdersOffer (such recommendation described in clauses (A) through (C), (iii) resolved to recommend adoption of this Agreement by the stockholders entitled to vote thereon (the “Company Recommendation”) ), and (ivii) directed that this Agreement be submitted to the holders of Shares for their adoption at the Company Stockholders Meeting. (c) Prior to the execution of this Agreement, the Company Board has received the opinion of Moelis its financial advisor, X.X. Xxxxxxxx & Company LLC Co., to the effect that, as of that the date of such opinion Offer Price and based upon and subject to the factors and assumptions set forth therein, the Per Share Merger Consideration to be received by the holders of Eligible the Shares pursuant to this Agreement (other than Excluded Shares) is fair from a financial point of view to such holders of Eligible Shares. (d) Promptly following the receipt of a written version view, as of the date of such opinion, to the such holders, a copy of which opinion contemplated by Section 3.3(c), has been delivered to Parent solely for informational purposes (it being agreed that such opinion is for the benefit of the Company shall have furnished an accurate Board and complete copy of such written opinion to Parentmay not be relied upon by Parent or Merger Sub).

Corporate Authority; Approval and Fairness. (ai) The Company has the all requisite corporate power and authority and has taken all corporate action necessary in order to enter into execute, deliver and comply with perform its obligations under this Agreement and the Memorandum of Understanding and to consummate this Agreement, subject, in subject only to approval of this Agreement and the case other transactions contemplated hereby by a majority of the consummation votes entitled to be cast by holders of the MergerCompany Shares, to obtaining voting together as a single class (the "Company Requisite Company Vote"). This Each of this Agreement and the Memorandum of Understanding has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery of this Agreement by the other PartiesCPI, Parent, CPI Merger Sub and Company Merger Sub, constitutes a legal, valid and binding agreement of the Company enforceable against the Company in accordance with its terms, subject to the Bankruptcy and Equity Exception. (bii) Prior to The Board of Directors of the execution of Company at a meeting duly called and held has unanimously by those present (A) approved this Agreement, the Company Board has unanimously (i) approved and declared advisable this Agreement, in execution form and including all Schedules and Exhibits hereto, Memorandum of Understanding and the TransactionsCompany Merger and the other transactions contemplated hereby, (iiB) determined that the advisability of entering into this Agreement and (C) recommended that the Transactions are in the best interests stockholders of the Company and its stockholders, (iii) resolved to recommend adoption adopt this Agreement. The Board of this Agreement by the stockholders entitled to vote thereon (the “Company Recommendation”) and (iv) directed that this Agreement be submitted to the holders Directors of Shares for their adoption at the Company Stockholders Meeting. (c) Prior to the execution of this Agreement, the Company Board has received the opinion of Moelis & Company LLC its financial advisor, J.P. Morgan Securities Inc., to the effect that, as of that the date of such opinion and based upon and subject to the factors and assumptions set forth therein, the Per Share Company Merger Consideration Xxxxxxxxxxxon to be received by the holders of Eligible the Company Shares pursuant to this Agreement in the Company Merger is fair to such holders from a financial point of view and has received the opinion of its financial advisor, Houlihan Lokey Howard & Zukin, Inc., to such holders of Eligible Shares. (d) Promptly following the receipt of a written version effect that the Company Xxxxxx ix xxxx xx xxe hxxxxxs of the Company Shares from a financial point of view. It is agreed and understood that each such opinion contemplated is for the benefit of the Company's Board of Directors and may not be relied on by Section 3.3(c)Parent, the CPI Merger Sub or Company shall have furnished an accurate and complete copy of such written opinion to ParentMerger Sub.

Corporate Authority; Approval and Fairness. (ai) The Company has the all requisite corporate power and authority and has taken all corporate action necessary in order to enter into execute, deliver and comply with perform its obligations under this AgreementAgreement and to consummate, subject, in subject only to approval of this Agreement by the case holders of a majority of the consummation of outstanding Shares (the "Company Requisite Vote"), the Company Merger, to obtaining the Requisite Company Vote. This Agreement has been duly executed and delivered by the Company Company, and, assuming due authorization, execution and delivery of this Agreement by the other PartiesParent, constitutes is a valid and legally binding agreement of the Company enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles (the "Bankruptcy and Equity Exception"). (bii) Prior to As of the execution date hereof the Board of this Agreement, Directors of the Company Board (A) has unanimously (i) approved and declared advisable this Agreement, in execution form Agreement and including all Schedules adopted the plan of merger relating to the Company set forth herein and Exhibits hereto, and has resolved to recommend that the Transactions, (ii) determined that shareholders of the Company approve this Agreement and the Transactions are in the best interests of the Company and its stockholders, (iiiB) resolved to recommend adoption of this Agreement by the stockholders entitled to vote thereon (the “Company Recommendation”) and (iv) directed that this Agreement be submitted to the holders of Shares for their adoption at the Company Stockholders Meeting. (c) Prior to the execution of this Agreement, the Company Board has received the opinion of Moelis its financial advisors, Morgxx Xxxnxxx Xxxx Xxxxxx & Company LLC Xo., Inc. ("Morgxx Xxxnxxx") xnd Saloxxx Xxxxx Xxxnxx Xxx., to the effect that, as of that the date of such opinion and based upon and subject to the factors and assumptions set forth therein, the Per Share Merger Consideration consideration to be received by the holders of Eligible the Shares in the Company Merger pursuant to this Agreement is fair from a financial point of view to such holders of Eligible Sharesholders. (d) Promptly following the receipt of a written version of the opinion contemplated by Section 3.3(c), the Company shall have furnished an accurate and complete copy of such written opinion to Parent.

Corporate Authority; Approval and Fairness. (ai) The Company has the requisite corporate power and authority and has taken all corporate action necessary in order to enter into execute, deliver and comply with perform its obligations under this Agreement, subject, in the case of the consummation of Agreement and to consummate the Merger, subject only to obtaining approval of the Merger by the holders of at least a majority of the outstanding shares of Common Stock (the "Company Requisite Company Vote"). This Agreement has been duly executed and delivered by is the Company and, assuming due authorization, execution and delivery of this Agreement by the other Parties, constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors' rights and to general equity principles (the "Bankruptcy and Equity Exception"). (bii) Prior The board of directors of the Company, at a meeting duly called and held prior to the execution hereof, (A) has unanimously (with respect to those directors present at such meeting, which number of this directors constituted a quorum) declared that the Agreement, the Company Board has unanimously (i) approved and declared advisable this Agreement, in execution form and including all Schedules and Exhibits hereto, Merger and the Transactionsother transactions contemplated hereby are advisable, (ii) determined that this Agreement fair to and the Transactions are in the best interests of the Company and its stockholders, (iiiB) resolved to recommend adoption of this Agreement by the stockholders entitled to vote thereon (the “Company Recommendation”) has authorized, approved and (iv) directed that this Agreement be submitted to the holders of Shares for their adoption at the Company Stockholders Meeting. (c) Prior to the execution of adopted in all respects this Agreement, the Company Board Merger and the other transactions contemplated hereby, (C) has recommended the approval of this Agreement and the Merger by the holders of the shares of Common Stock and directed that the Merger be submitted for consideration by the Company's stockholders at the Stockholder Meeting (as defined in Section 6.3) and (D) has received the opinion of Moelis & Company LLC Xxxxxxx Xxxxx Xxxxxx, Inc., its financial advisors, a copy of which has been delivered to Parent, to the effect that, as of that the date of such opinion and based upon and subject to the factors and assumptions set forth therein, the Per Share Merger Consideration consideration to be received by the holders of Eligible the Shares pursuant to this Agreement in the Merger is fair from a financial point of view to such holders of Eligible Sharesholders. (d) Promptly following the receipt of a written version of the opinion contemplated by Section 3.3(c), the Company shall have furnished an accurate and complete copy of such written opinion to Parent.

Corporate Authority; Approval and Fairness. (ai) The Company has the all requisite corporate power and authority and has taken all corporate action necessary in order to enter into execute, deliver and comply with perform its obligations under this Agreement, subject, in the case of the consummation of Agreement and to consummate the Merger, subject only to obtaining adoption of this Agreement by the Requisite Company Voteholders of a majority of the outstanding Shares entitled to vote on such matter at a stockholders' meeting duly called and held for such purpose (the "REQUISITE COMPANY VOTE"). This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery of this Agreement by the other Parties, constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors' rights and to general equity principles (the Bankruptcy and Equity Exception"BANKRUPTCY AND EQUITY EXCEPTION"). (bii) Prior to the execution The board of this Agreement, directors of the Company Board has (A) unanimously (i) approved and declared advisable this Agreement, in execution form and including all Schedules and Exhibits heretodetermined that the Merger is fair to, and the Transactions, (ii) determined that this Agreement and the Transactions are in the best interests of of, the Company and its stockholders, (iii) approved and declared advisable this Agreement and the Merger and the other transactions contemplated hereby and resolved to recommend adoption of this Agreement by to the stockholders entitled to vote thereon holders of Shares (the “Company Recommendation”) and "COMPANY RECOMMENDATION"), (ivB) directed that this Agreement be submitted to the holders of Shares for their adoption at the Company Stockholders Meeting. and (cC) Prior to the execution of this Agreement, the Company Board has received the opinion of Moelis & Company LLC its financial advisor, Deutsche Bank Securities, Inc., to the effect that, as of the date of such opinion and based upon and subject to the factors and assumptions set forth therein, that the Per Share Merger Consideration to be received by the holders of Eligible Shares pursuant to this Agreement is fair from a financial point of view to such holders of Eligible Shares. (d) Promptly following the receipt . The board of a written version directors of the opinion contemplated by Section 3.3(c), Company has taken all action so that Parent will not be an "interested stockholder" or prohibited from entering into or consummating a "business combination" with the Company shall have furnished an accurate and complete copy (in each case as such term is used in Section 203 of such written opinion to Parentthe DGCL) as a result of the execution of this Agreement or the consummation of the transactions in the manner contemplated hereby.

Corporate Authority; Approval and Fairness. (ai) The Company has the all requisite corporate power and authority and has taken all corporate action necessary in order to enter into execute and comply with deliver this AgreementAgreement and, subject, in subject only to approval of this Agreement by the case holders of at least two-thirds of the consummation outstanding Shares entitled to vote on such matter at a shareholders’ meeting duly called and held for such purpose (the “Company Requisite Vote”) and the filing and recordation of appropriate merger documents as required by the NYBCL, to perform its obligations under this Agreement and to consummate the Merger, to obtaining the Requisite Company Vote. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery of this Agreement by constitutes the other Partiesvalid and binding agreement of Parent and Merger Sub, constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles regardless of whether enforcement is considered in a proceeding in equity or at law (the “Bankruptcy and Equity Exception”). (bii) Prior to the execution of this Agreement, the The Company Board has unanimously has: (i) approved and declared advisable this Agreement, in execution form and including all Schedules and Exhibits hereto, and the Transactions, (iiA) determined that this Agreement and the Transactions Merger are fair to, and in the best interests of of, the Company and its stockholdersshareholders, (iiiB) resolved adopted this Agreement and approved the Merger, (C) resolved, subject to Section 4.2(d), to recommend adoption of this Agreement by the stockholders entitled to vote thereon shareholders of the Company (such recommendation, the “Company Recommendation”) and (ivD) directed that the adoption of this Agreement be submitted to the holders of Shares for their adoption at the Company Stockholders Meeting. (c) Prior to the execution of this Agreement, the Company Board has received the opinion of Moelis & Company LLC to the effect that, as a vote of the date of such opinion and based upon and subject to the factors and assumptions set forth therein, the Per Share Merger Consideration to be received by the holders of Eligible Shares pursuant to this Agreement is fair from a financial point of view to such holders of Eligible SharesCompany’s shareholders. (d) Promptly following the receipt of a written version of the opinion contemplated by Section 3.3(c), the Company shall have furnished an accurate and complete copy of such written opinion to Parent.

Corporate Authority; Approval and Fairness. (a) The Company has the all requisite corporate power and authority and has taken all corporate action necessary in order to enter into execute, deliver and comply with perform under this AgreementAgreement and, subject, in the case no vote of the consummation holders of Shares will be required in connection with the Transactions if the Merger is consummated in accordance with Section 251(h) of the Merger, to obtaining the Requisite Company VoteDGCL. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery of this Agreement by the other PartiesParent and Merger Sub, constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, subject to the Bankruptcy and Equity Exception. (b) Prior to the execution of this Agreement, the The Company Board has unanimously has, at a duly convened and held meeting: (i) (A) approved and declared advisable this Agreement, in execution form and including all Schedules and Exhibits hereto, Agreement and the Transactions, and (iiB) determined that this Agreement and the Transactions are fair to, and in the best interests of, the Company and the holders of Shares, other than Excluded Shares that are not Dissenting Shares; (ii) agreed to effect the Merger pursuant to Section 251(h) of the DGCL; (iii) recommended that the stockholders of the Company and its stockholderstender their Shares to Merger Sub pursuant to the Offer (clauses (i), (ii) and (iii) resolved to recommend adoption of this Agreement by the stockholders entitled to vote thereon ), (collectively, the “Company Recommendation”) and (iv) directed that this Agreement be submitted to the holders of Shares for their adoption at the Company Stockholders Meeting. (c) Prior to the execution of this Agreement, the Company Board has received the opinion of Moelis & Company LLC its financial advisor, Xxxxxxxx Xxxxx Capital, Inc., to the effect that, that as of the date of such opinion and based upon opinion, and subject to the factors factors, assumptions, and assumptions limitations set forth therein, the Per Share Merger Consideration to be received by the holders of Eligible Shares pursuant to this Agreement (other than Parent and its Affiliates) in the Transactions is fair to such holders from a financial point of view view. A copy of Houlihan’s Xxxxx Capital, Inc.’s opinion was delivered to Parent following the Original Signing Date solely for informational purposes (the Parties agree that such holders opinion is for the benefit of Eligible Sharesthe Company Board and may not be relied upon by Parent, Merger Sub or the Investors). A copy of Houlihan’s Xxxxx Capital, Inc.’s opinion will be promptly delivered to Parent following the Signing Date solely for informational purposes (the Parties agree that such opinion is for the benefit of the Company Board and may not be relied upon by Parent, Merger Sub or the Investors). (dc) Promptly following The representations and warranties set forth in this Section 5.3 shall be made (i) with respect to the receipt of a written version Original Merger Agreement, as of the opinion contemplated by Section 3.3(c)Original Signing Date and (ii) with respect to this Amended and Restated Agreement, as of the Company shall have furnished an accurate and complete copy of such written opinion to ParentSigning Date.

Corporate Authority; Approval and Fairness. (ai) The Company has the all requisite corporate power and authority and has taken all corporate action necessary in order to enter into execute and comply with deliver this Agreement and to perform its obligations under this Agreement and to consummate the Offer, the Merger and the transactions contemplated by this Agreement, subject, in and no other corporate proceedings on the case part of the consummation Company are necessary to authorize the execution and delivery of this Agreement or to consummate the MergerOffer, to obtaining the Requisite Company VoteMerger and the other transactions contemplated hereby in accordance with the terms and conditions of this Agreement. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery of this Agreement by the other Parties, constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the “Bankruptcy and Equity Exception”). (bii) Prior to The board of directors of the execution of Company, by resolutions duly adopted by unanimous vote at a meeting duly called and held at which all directors were present and voted (which resolutions have not been subsequently rescinded or modified in any way), has (A) approved, and declared advisable, this Agreement and the Offer, the Merger and the other transactions contemplated by this Agreement, upon the Company Board has unanimously (i) approved terms and declared advisable this Agreement, subject to the conditions set forth herein and in execution form and including all Schedules and Exhibits hereto, and accordance with the TransactionsDGCL, (iiB) determined that this Agreement and the Transactions such transactions are fair to, and in the best interests of of, the Company and its stockholders, stockholders (iiiother than Parent and its Subsidiaries) and (C) resolved to recommend adoption that the Company’s stockholders accept the Offer and tender their Shares into the Offer (clauses (A) through (C) of this Agreement by the stockholders entitled to vote thereon (Section 5.1(c)(ii), the “Company Recommendation”) and (iv) directed that this Agreement be submitted to the holders of Shares for their adoption at the Company Stockholders Meeting). (c) Prior to the execution of this Agreement, the Company Board has received the opinion of Moelis & Company LLC to the effect that, as of the date of such opinion and based upon and subject to the factors and assumptions set forth therein, the Per Share Merger Consideration to be received by the holders of Eligible Shares pursuant to this Agreement is fair from a financial point of view to such holders of Eligible Shares. (d) Promptly following the receipt of a written version of the opinion contemplated by Section 3.3(c), the Company shall have furnished an accurate and complete copy of such written opinion to Parent.

Corporate Authority; Approval and Fairness. (ai) The Company has the all requisite corporate power and authority and has taken all corporate action necessary in order to enter into execute, deliver and comply with perform its obligations under this Agreement, subject, in the case of the consummation of Agreement and to consummate the Merger, subject only to obtaining approval of this Agreement by the holders of a majority of the outstanding Shares entitled to vote on such matter at a shareholders’ meeting duly called and held for such purpose (the “Company Requisite Company Vote”). This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery of this Agreement by the other Parties, constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the “Bankruptcy and Equity Exception”). (bii) Prior to the execution The board of this Agreement, directors of the Company Board has (A) unanimously (i) approved and declared advisable this Agreement, in execution form and including all Schedules and Exhibits hereto, and the Transactions, (ii) determined that adopted this Agreement and approved the Transactions are in Merger and the best interests of the Company other transactions contemplated by this Agreement and its stockholders, (iii) resolved to recommend adoption the approval of this Agreement by to the stockholders entitled to vote thereon holders of Shares (the “Company Recommendation”), (B) received the opinions of its financial advisor, Gxxxxxx Sxxxx & Co., dated on or prior to the date of this Agreement, to the effect that, as of the date of such opinion, the Per Share Merger Consideration is fair, from a financial point of view, to the holders of Shares and (ivC) directed that this Agreement be submitted to the holders of Shares for their adoption at approval. The board of directors of the Company Stockholders Meeting. (c) Prior to the execution of this Agreement, has taken all action so that neither Parent nor Merger Sub will be an “interested shareholder” or prohibited from entering into or consummating a “business combination” with the Company Board has received the opinion of Moelis & Company LLC to the effect that, (in each case as of the date of such opinion and based upon and subject to the factors and assumptions set forth therein, the Per Share Merger Consideration to be received by the holders of Eligible Shares pursuant to this Agreement term is fair from a financial point of view to such holders of Eligible Shares. (d) Promptly following the receipt of a written version of the opinion contemplated by Section 3.3(c), the Company shall have furnished an accurate and complete copy of such written opinion to Parent.used in

Corporate Authority; Approval and Fairness. (a) The Company has the all requisite corporate power and authority and has taken all corporate action necessary in order to enter into execute, deliver and comply with perform its obligations under this AgreementAgreement and the Stock Option Agreement and to consummate, subject, in subject only to approval of this Agreement by the case holders of a majority of the consummation of outstanding Company Shares (the "Company Requisite Vote") and the Company Required Consents, the Merger, to obtaining . Each of this Agreement and the Requisite Company Vote. This Stock Option Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery of this Agreement by Keystone and Merger Sub and the other Partiesdue authorization, constitutes execution and delivery of the Stock Option Agreement by Keystone, is a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles (the "Bankruptcy and Equity Exception. (b) Prior to the execution "). The board of this Agreement, directors of the Company Board (A) has unanimously (i) approved and declared advisable this Agreement, in execution form and including all Schedules and Exhibits hereto, and the Transactions, (ii) determined that adopted this Agreement and approved the Transactions are in Merger and the best interests other transactions contemplated hereby, (B) has approved the execution and delivery of the Company and its stockholders, (iii) resolved to recommend adoption of this Stock Option Agreement by the stockholders entitled to vote thereon (the “Company Recommendation”) and (ivC) directed that this Agreement be submitted to the holders of Shares for their adoption at the Company Stockholders Meeting. (c) Prior to the execution of this Agreement, the Company Board has received the opinion of Moelis & Company LLC its financial advisors in a customary form and to the effect that, as of the date of such opinion and based upon and subject to the factors and assumptions set forth thereinthis Agreement, the Per Share Merger Consideration to be received by the holders of Eligible Shares pursuant to this Agreement Exchange Ratio is fair fair, from a financial point of view view, to such the holders of Eligible Shares. the Company Shares (dother than Keystone or any of its affiliates) Promptly following the receipt of a written version and said opinion has not been withdrawn. The 80% vote requirement set forth in Article Fifteenth of the opinion contemplated by Section 3.3(c)Company's Certificate of Incorporation, as amended, is not applicable to the Merger approval, the Company shall have furnished an accurate and complete copy conditions of such written opinion to ParentArticle Fifteenth, Section 3(a) having been duly met.

Corporate Authority; Approval and Fairness. (a) The Company has the all requisite corporate power and authority and has taken all corporate action necessary in order to enter into execute, deliver and comply with perform its obligations under this Agreement, subject, in the case of the consummation of Agreement and to consummate the Merger, subject only to obtaining adoption of this Agreement by the holders of a majority of the outstanding Shares entitled to vote on such matter at a meeting duly called and held for such purpose (the “Company Requisite Company Vote”). This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery of this Agreement by the other Parties, constitutes a valid and binding agreement of the Company Company, enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the “Bankruptcy and Equity Exception. (b) Prior to ”). As of the execution date of this AgreementAgreement and subject to Section 6.2, the Board of Directors of the Company has (i) (A) unanimously determined that the Merger is fair to, and in the best interests of, the Company Board has unanimously and its stockholders, (iB) approved the Merger and the other transactions contemplated hereby, (C) adopted, approved and declared advisable this Agreement, in execution form and including all Schedules and Exhibits hereto, and the Transactions, (ii) determined that this Agreement and the Transactions are in the best interests of the Company and its stockholders, (iiiD) resolved to recommend the adoption of this Agreement by to the stockholders entitled to vote thereon holders of Shares (the “Company Recommendation”), (ii) received the opinions of its financial advisors, Gxxxxxx, Sxxxx & Co. and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, dated as of the date of this Agreement, to the effect that, based upon and subject to the various qualifications, assumptions and limitations set forth in such opinions, the Merger Consideration to be received by the holders of the Shares in the Merger is fair to such holders from a financial point of view, as of the date of such opinion, and (iviii) directed that this Agreement be submitted to the holders of Shares for their adoption at adoption. The Board of Directors of the Company Stockholders Meeting. has taken all action so that Parent will not be an “interested stockholder” or prohibited from entering into or consummating a “business combination” with the Company (cin each case, as such term is used in Section 203 of the DGCL) Prior to as a result of the execution of this Agreement, Agreement or the Company Board has received the opinion of Moelis & Company LLC to the effect that, as consummation of the date of such opinion and based upon and subject to transactions in the factors and assumptions set forth therein, the Per Share Merger Consideration to be received by the holders of Eligible Shares pursuant to this Agreement is fair from a financial point of view to such holders of Eligible Sharesmanner contemplated hereby. (d) Promptly following the receipt of a written version of the opinion contemplated by Section 3.3(c), the Company shall have furnished an accurate and complete copy of such written opinion to Parent.

Corporate Authority; Approval and Fairness. (ai) The Company has the all requisite corporate power and authority and has taken all corporate action necessary in order to enter into execute, deliver and comply perform its obligations under this Agreement and to consummate the Merger and the transactions contemplated hereby in accordance with the terms hereof, subject only to adoption of this Agreement, subject, Agreement by a majority in the case number of the consummation holders of the Merger, Shares representing at least 75% in value of the Shares present and voting in person or by proxy as a single class and entitled to obtaining vote on such matter at a shareholders’ meeting duly called and held for such purpose (the “Requisite Company Vote”). This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery of this Agreement by the other Parties, constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the “Bankruptcy and Equity Exception”). (bii) Prior to The board of directors of the execution Company, based upon the recommendation of this Agreementthe Independent Committee, has determined that the Merger is fair to, and in the best interests of, the Company Board has unanimously (i) and its shareholders, approved and declared advisable this Agreement, in execution form and including all Schedules and Exhibits hereto, and the Transactions, (ii) determined that this Agreement and the Transactions are in Merger and the best interests of the Company other transactions contemplated hereby and its stockholders, (iii) resolved to recommend adoption approval of this Agreement by to the stockholders entitled to vote thereon holders of Shares (the “Company Recommendation”), (B) and (iv) the board of directors of the Company directed that this Agreement be submitted to the holders of Shares for their adoption at approval, and (C) the Company Stockholders Meeting. (c) Prior to the execution of this Agreement, the Company Board Independent Committee has received the opinion of Moelis & Company LLC to the effect that, as Opinion. A true and correct copy of the date of such opinion and based upon and subject to Opinion will be included in the factors and assumptions set forth therein, the Per Share Merger Consideration to be received by the holders of Eligible Shares pursuant to this Agreement is fair from a financial point of view to such holders of Eligible SharesProxy Statement. (d) Promptly following the receipt of a written version of the opinion contemplated by Section 3.3(c), the Company shall have furnished an accurate and complete copy of such written opinion to Parent.

Corporate Authority; Approval and Fairness. (ai) The Company has the all requisite corporate power and authority and has taken all corporate action necessary in order to enter into execute, deliver and comply with perform its obligations under this Agreement and to consummate, subject only to shareholder approval of this Agreement by at least three-fourths of those voting at the Company Shareholders Meeting (the “Company Requisite Vote”), the Amalgamation and the other transactions involving the Company contemplated by this Agreement, subject, in the case of the consummation of the Merger, to obtaining the Requisite Company Vote. This Agreement has been duly authorized and executed and delivered by the Company and, assuming due authorization, execution and delivery of this Agreement by the other Parties, constitutes is a valid and binding agreement of the Company Company, enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the “Bankruptcy and Equity Exception”). (bii) Prior to the execution The Board of this Agreement, Directors of the Company Board has unanimously (iA) approved and declared advisable this Agreement, in execution form and including all Schedules and Exhibits hereto, Agreement and the TransactionsAmalgamation and the other transactions contemplated hereby, (iiB) determined that this Agreement and the Transactions transactions contemplated hereby, including the Amalgamation, are advisable, fair to and in the best interests of the Company and its stockholdersthe holders of Shares, (iiiC) resolved to recommend that the holders of Shares vote for the adoption of this Agreement by and approval of the stockholders entitled to vote thereon Amalgamation at the Company Shareholders Meeting (the “Company Recommendation”) ), and (ivD) directed that this Agreement be submitted to the holders of Shares for their adoption at the Company Stockholders Meeting. (c) Prior to the execution of this Agreement, the Company Board has received the written opinion of Moelis & Company its financial advisor, Navigant Capital Advisors, LLC (“Navigant”), to the effect that, as of the date of such opinion and based upon and that (subject to the factors assumptions made, procedures followed, matters considered and assumptions limitations on review undertaken by Navigant, in each case as set forth therein, in such opinion) the Per Share Merger Amalgamation Consideration to be received by the holders of Eligible Shares pursuant to this Agreement is fair to the Company’s shareholders (other than the Company’s officers and directors) from a financial point of view to such holders of Eligible Sharesview. (d) Promptly following the receipt of a written version of the opinion contemplated by Section 3.3(c), the Company shall have furnished an accurate and complete copy of such written opinion to Parent.

Corporate Authority; Approval and Fairness. (ai) The Company has the all requisite corporate power and authority and has taken all corporate action necessary in order to enter into execute, deliver and comply perform its obligations under this Agreement and to consummate the Merger and the transactions contemplated hereby in accordance with the terms hereof, subject only to adoption of this Agreement, subject, in Agreement by the case holders of the consummation Shares representing at least two-thirds (2/3) of the Merger, Shares present and voting in person or by proxy as a single class and entitled to obtaining vote on such matter at a shareholders’ meeting duly called and held for such purpose (the “Requisite Company Vote”). This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery of this Agreement by the other Parties, constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the “Bankruptcy and Equity Exception”). (bii) Prior to The board of directors of the execution Company, based upon the recommendation of this Agreementthe Independent Committee, (A) has determined that the Merger is fair to, and in the best interests of, the Company Board has unanimously (i) and its shareholders, approved and declared advisable this Agreement, in execution form and including all Schedules and Exhibits hereto, and the Transactions, (ii) determined that this Agreement and the Transactions are in Merger and the best interests of the Company other transactions contemplated hereby and its stockholders, (iii) resolved to recommend adoption approval of this Agreement by to the stockholders entitled to vote thereon holders of Shares (the “Company Recommendation”), (B) and (iv) the board of directors of the Company directed that this Agreement be submitted to the holders of Shares for their adoption at approval, and (C) the Company Stockholders Meeting. (c) Prior to the execution of this Agreement, the Company Board Independent Committee has received the opinion of Moelis & Company LLC to the effect that, as Opinion. A true and correct copy of the date of such opinion and based upon and subject to Opinion will be included in the factors and assumptions set forth therein, the Per Share Merger Consideration to be received by the holders of Eligible Shares pursuant to this Agreement is fair from a financial point of view to such holders of Eligible SharesProxy Statement. (d) Promptly following the receipt of a written version of the opinion contemplated by Section 3.3(c), the Company shall have furnished an accurate and complete copy of such written opinion to Parent.

Corporate Authority; Approval and Fairness. (a) The Company has the all requisite corporate power and authority and has taken all corporate action necessary in order to enter into execute, deliver and comply with perform under this Agreement and to consummate the transactions contemplated by this Agreement, subject, in the case of the consummation of the Merger, to obtaining the Requisite Company Vote. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery of this Agreement by the other PartiesParent and Merger Sub, constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, subject to the Bankruptcy and Equity Exception. (b) Prior to the execution of this Agreement, the The Company Board has has, at a duly convened and held meeting: (i) unanimously (iA) approved and declared advisable this Agreement and the transactions contemplated by this Agreement, in execution form including the Offer and including all Schedules and Exhibits heretothe Merger, and the Transactionsexecution, (ii) determined that delivery and performance by the Company of this Agreement and the Transactions are consummation of the transactions contemplated by this Agreement, including the Offer and the Merger, (B) resolved that the Merger shall be effected under Section 251(h) of the DGCL and consummated as soon as practicable following the consummation of the Offer, (C) recommended that the Company’s stockholders accept the Offer and tender their Shares in the best interests of the Company and its stockholdersOffer (such recommendation described in clauses (A) through (C), (iii) resolved to recommend adoption of this Agreement by the stockholders entitled to vote thereon (the “Company Recommendation”) ), and (ivii) directed that this Agreement be submitted to the holders of Shares for their adoption at the Company Stockholders Meeting. (c) Prior to the execution of this Agreement, the Company Board has received the opinion of Moelis its financial advisor, D.X. Xxxxxxxx & Company LLC Co., to the effect that, as of that the date of such opinion Offer Price and based upon and subject to the factors and assumptions set forth therein, the Per Share Merger Consideration to be received by the holders of Eligible the Shares pursuant to this Agreement (other than Excluded Shares) is fair from a financial point of view to such holders of Eligible Shares. (d) Promptly following the receipt of a written version view, as of the date of such opinion, to the such holders, a copy of which opinion contemplated by Section 3.3(c), has been delivered to Parent solely for informational purposes (it being agreed that such opinion is for the benefit of the Company shall have furnished an accurate Board and complete copy of such written opinion to Parentmay not be relied upon by Parent or Merger Sub).

Corporate Authority; Approval and Fairness. (a) The Company has the all requisite corporate power and authority and has taken all corporate action necessary in order to enter into execute, deliver and comply with perform its obligations under this Agreement, subject, in the case of the consummation of Agreement and to consummate the Merger, subject only to obtaining approval of this Agreement by the holders of two-thirds of the outstanding Shares entitled to vote on such matter at a shareholders’ meeting duly called and held for such purpose (the “Company Requisite Company Vote”). This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery of this Agreement by the other Parties, constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, subject to the Bankruptcy and Equity Exception. (b) Prior to the execution of this Agreement, the The Company Board has unanimously adopted resolutions (i) approved approving, adopting and declared declaring advisable this Agreement, in execution form and including all Schedules and Exhibits hereto, and the Transactions, (ii) determined that this Agreement and the Transactions and determining that the Merger and the other Transactions are fair to and in the best interests of the Company and its stockholdersthe Shareholders in accordance with the provisions of the MBCA (collectively, the “Board Approval”) and (iiiii) resolved to recommend adoption of recommending that the Shareholders adopt and approve this Agreement by the stockholders entitled to vote thereon (the “Company Recommendation”) and (iv) directed ). The Company Board has taken all action necessary to cause the Company not to be subject to any state takeover Law or similar Law that this Agreement be submitted might otherwise apply to the holders of Shares for their adoption at the Company Stockholders MeetingTransactions. (c) Prior to the execution of this Agreement, the The Company Board has received the written opinion of Moelis its financial advisor, Gxxxxxx Sxxxx & Company LLC Co., to the effect that, as of the date of such opinion and based upon and subject to the factors and assumptions set forth therein, that the Per Share Merger Consideration to be received by the holders of Eligible Shares pursuant to this Agreement the shares of Common Stock is fair from a financial point of view to such holders of Eligible Shares. (d) Promptly following holders. It is agreed and understood that such opinion is for the receipt of a written version benefit of the opinion contemplated Company Board and may not be relied on by Section 3.3(c), the Company shall have furnished an accurate and complete copy of such written opinion to ParentParent or Merger Sub.

Corporate Authority; Approval and Fairness. (ai) The Company has the all requisite corporate power and authority and has taken all corporate action necessary in order to enter into execute, deliver and comply with perform its obligations under this Agreement, subject, in the case of the consummation of Agreement and to consummate the Merger, subject only to obtaining approval of this Agreement by the holders of a majority of the outstanding Shares entitled to vote on such matter at a shareholders’ meeting duly called and held for such purpose (the “Company Requisite Company Vote”). This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery of this Agreement by the other Parties, constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the “Bankruptcy and Equity Exception”). (bii) Prior to the execution The board of this Agreement, directors of the Company Board has (A) unanimously (i) approved and declared advisable this Agreement, in execution form and including all Schedules and Exhibits hereto, and the Transactions, (ii) determined that adopted this Agreement and approved the Transactions are in Merger and the best interests of the Company other transactions contemplated by this Agreement and its stockholders, (iii) resolved to recommend adoption the approval of this Agreement by to the stockholders entitled to vote thereon holders of Shares (the “Company Recommendation”), (B) received the opinions of its financial advisor, Xxxxxxx Xxxxx & Co., dated on or prior to the date of this Agreement, to the effect that, as of the date of such opinion, the Per Share Merger Consideration is fair, from a financial point of view, to the holders of Shares and (ivC) directed that this Agreement be submitted to the holders of Shares for their adoption at approval. The board of directors of the Company Stockholders Meeting. has taken all action so that neither Parent nor Merger Sub will be an “interested shareholder” or prohibited from entering into or consummating a “business combination” with the Company (cin each case as such term is used in Article 11 of the GBCC) Prior to as a result of the execution of this Agreement, Agreement or the Company Board has received the opinion of Moelis & Company LLC to the effect that, as consummation of the date of such opinion and based upon and subject to transactions in the factors and assumptions set forth therein, the Per Share Merger Consideration to be received by the holders of Eligible Shares pursuant to this Agreement is fair from a financial point of view to such holders of Eligible Sharesmanner contemplated hereby. (d) Promptly following the receipt of a written version of the opinion contemplated by Section 3.3(c), the Company shall have furnished an accurate and complete copy of such written opinion to Parent.

Corporate Authority; Approval and Fairness. (a) As of the date hereof, the Board of Directors of the Company has duly approved this Agreement, the Company Option Agreement and the Executive Agreements and has resolved to recommend the adoption of this Agreement by the Company's stockholders and directed that this Agreement be submitted to the Company's stockholders for approval. The Company has the requisite all corporate power and authority to enter into and comply with this Agreement, subjectthe Company Option Agreement and the Executive Agreements and to consummate the transactions contemplated hereby and thereby, in subject to the case adoption of this Agreement by the holders of at least a majority of the outstanding Shares (the "Company Requisite Vote"). The execution, delivery and performance of this Agreement, the Company Option Agreement and the Executive Agreements by the Company and the consummation by the Company of the Mergertransactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company, subject to obtaining adoption of this Agreement by the Requisite Company Votestockholders of the Company. This Agreement, the Company Option Agreement has and the Executive Agreements have been duly executed and delivered by the Company and, and (assuming due the valid authorization, execution and delivery of this Agreement such agreements by the each other Parties, constitutes a party thereto) constitute valid and binding agreement agreements of the Company enforceable against the Company in accordance with its their terms, except that enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights (the "Bankruptcy Exception") and is subject to general equity principles (the Bankruptcy and "Equity Exception"). (b) Prior to the execution of this Agreement, the Company Board has unanimously (i) approved and declared advisable this Agreement, in execution form and including all Schedules and Exhibits hereto, and the Transactions, (ii) determined that this Agreement and the Transactions are in the best interests of the Company and its stockholders, (iii) resolved to recommend adoption of this Agreement by the stockholders entitled to vote thereon (the “Company Recommendation”) and (iv) directed that this Agreement be submitted to the holders of Shares for their adoption at the Company Stockholders Meeting. (c) Prior to the execution of this Agreement, the Company Board has received the opinion of Moelis & Company LLC to the effect that, as of the date of such opinion and based upon and subject to the factors and assumptions set forth therein, the Per Share Merger Consideration to be received by the holders of Eligible Shares pursuant to this Agreement is fair from a financial point of view to such holders of Eligible Shares. (d) Promptly following the receipt of a written version of the opinion contemplated by Section 3.3(c), the Company shall have furnished an accurate and complete copy of such written opinion to Parent.

Corporate Authority; Approval and Fairness. (a) The Company has the all requisite corporate power and authority and has taken all corporate action necessary in order to enter into execute, deliver and comply with perform its obligations under this AgreementAgreement and the Stock Option Agreement and to consummate, subject, in subject only to approval of this Agreement by the case holders of a majority of the consummation of outstanding Company Shares (the "Company Requisite Vote") and the Company Required Consents, the Merger, to obtaining . Each of this Agreement and the Requisite Company Vote. This Stock Option Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery of this Agreement by Keystone and Merger Sub and the other Partiesdue authorization, constitutes execution and delivery of the Stock Option Agreement by Keystone, is a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles (the "Bankruptcy and Equity Exception."). The board of directors of the Company (bA) Prior to the execution of this Agreement, the Company Board has unanimously (i) approved and declared advisable this Agreement, in execution form and including all Schedules and Exhibits hereto, and the Transactions, (ii) determined that adopted this Agreement and approved the Transactions are in Merger and the best interests other transactions contemplated hereby, (B) has approved the execution and delivery of the Company and its stockholders, (iii) resolved to recommend adoption of this Stock Option Agreement by the stockholders entitled to vote thereon (the “Company Recommendation”) and (ivC) directed that this Agreement be submitted to the holders of Shares for their adoption at the Company Stockholders Meeting. (c) Prior to the execution of this Agreement, the Company Board has received the opinion of Moelis & Company LLC its financial advisors in a customary form and to the effect that, as of the date of such opinion and based upon and subject to the factors and assumptions set forth thereinthis Agreement, the Per Share Merger Consideration to be received by the holders of Eligible Shares pursuant to this Agreement Exchange Ratio is fair fair, from a financial point of view view, to such the holders of Eligible Shares. the Company Shares (dother than Keystone or any of its affiliates) Promptly following the receipt of a written version and said opinion has not been withdrawn. The 80% vote requirement set forth in Article Fifteenth of the opinion contemplated by Section 3.3(c)Company's Certificate of Incorporation, as amended, is not applicable to the Merger approval, the Company shall have furnished an accurate and complete copy conditions of such written opinion to ParentArticle Fifteenth, Section 3(a) having been duly met.