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

Corporate Authority; Approval and Fairness. (i) The Company has all requisite corporate power and authority and has taken all corporate action necessary in order to execute, deliver and perform its obligations under this Agreement, subject only to adoption of this Agreement by its stockholders by the Company Requisite Vote, and to consummate the Merger. The affirmative vote of a majority of the voting power of all of the outstanding Shares, voting together as one class (with the Common Stock entitled to one vote for each share outstanding, the Series C Preferred Stock entitled to an aggregate of 1,926,069 votes and the Series E Preferred Stock entitled to an aggregate of 251,189 votes, in each case voting only as part of the same class as the Common Stock) (such affirmative vote, the "Company Requisite Vote"), is the only vote of the holders of any class or series of capital stock of the Company necessary to adopt, approve or authorize this Agreement, the Merger and the other transactions contemplated hereby in their capacity as stockholders of the Company. This Agreement 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"). (ii) The Board of Directors of the Company has (A) by the affirmative vote of all directors voting, duly approved and declared advisable this Agreement and the Merger and the other transactions contemplated hereby; (B) received the opinion of its financial advisors, Merrill Lynch & Co., to the effect that (i) the Common Stock Merger Cxxxxxxxaxxxx to be received by the holders of Common Stock and (ii) the Preferred Stock Merger Consideration to be received by the holders of the Preferred Stock, pursuant to the Merger is fair from a financial point of view to the holders of the Common Stock and to the holders of the Preferred Stock, respectively, other than Colonial and its Affiliates; (C) determined that this Agreement and the transactions contemplated hereby are advisable and in the best interests of the holders of Shares; (D) resolved to recommend adoption of this Agreement, the Merger and the other transactions contemplated hereby to the holders of Shares (such recommendations being the "Directors' Recommendation"); and (E) directed that this Agreement be submitted to the holders of Shares for their adoption.

Corporate Authority; Approval and Fairness. (i) The Company has all the requisite corporate power and authority and has taken all corporate action necessary in order to execute, deliver and perform its obligations under this Agreement, subject only to adoption of this Agreement by its stockholders by and the Company Requisite Vote, Stock Option Agreement and to consummate the Merger. The affirmative vote , subject only to approval of the Merger by the holders of at least a majority of the voting power of all of the outstanding Common Shares, voting together as one class if applicable (with the Common Stock entitled to one vote for each share outstanding, the Series C Preferred Stock entitled to an aggregate of 1,926,069 votes and the Series E Preferred Stock entitled to an aggregate of 251,189 votes, in each case voting only as part of the same class as the Common Stock) (such affirmative vote, the "Company Requisite Vote"), is the only vote of the holders of any class or series of capital stock of the Company necessary to adopt, approve or authorize this Agreement, the Merger and the other transactions contemplated hereby in their capacity as stockholders of the Company. This Agreement is a and the Stock Option Agreement are the 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"). (ii) The Board board of Directors directors of the Company (at a meeting duly called and held) has (A) by the affirmative requisite vote of all directors votingpresent (A) declared that the Agreement, duly approved and declared advisable this Agreement and the Stock Option Agreement, the Tender Offer, the Merger and the other transactions contemplated hereby; hereby and thereby are advisable and fair and in the best interests of the Company and its stockholders, (B) authorized, approved and adopted the Agreement, the Stock Option Agreement, the Tender Offer, the Merger and the other transactions contemplated hereby and thereby, (C) recommended that the shareholders of the Company accept the Tender Offer and tender their Common Shares, (D) recommended the approval of this Agreement and the Merger by the holders of the Common Shares and directed that the Merger be submitted for consideration by the Company's stockholders at the Stockholders Meeting (as defined in Section 6.4) (if applicable) and (E) received the opinion of its financial advisors, Merrill Lynch & Co., the Company Financial Advisor to the effect that (i) the Common Stock Merger Cxxxxxxxaxxxx to be received by the holders of Common Stock and (ii) the Preferred Stock Merger Consideration Per Share Purchase Price to be received by the holders of the Preferred StockCommon Shares in the Tender Offer and the Merger, pursuant to the Merger taken together, is fair from a financial point of view to the holders of the Common Stock and to the holders of the Preferred Stock, respectively, other than Colonial and its Affiliates; (C) determined that this Agreement and the transactions contemplated hereby are advisable and in the best interests of the holders of Shares; (D) resolved to recommend adoption of this Agreement, the Merger and the other transactions contemplated hereby to the holders of Shares (such recommendations being the "Directors' Recommendation"); and (E) directed that this Agreement be submitted to the holders of Shares for their adoptionholders.

Corporate Authority; Approval and Fairness. (ia) The Company has all requisite corporate power and authority and has taken all corporate action necessary in order to execute, deliver and perform its obligations under this AgreementAgreement and each Transaction Document to which it is a party and to consummate the Transactions, subject only to adoption of this Agreement by its stockholders by the Company Requisite Vote, and to consummate the Merger. The affirmative vote (a) holders of a majority of the voting power of all the outstanding shares of Company Common Stock and Company Preferred Stock (treated as Company Common Stock on an “as converted basis”) voting together as a single class and (b) holders of a majority of the outstanding Shares, shares of Company Preferred Stock (treated as Company Common Stock on an “as converted basis”) voting together as one a single class (with the Common Stock entitled to one vote for each share outstanding, the Series C Preferred Stock entitled to an aggregate of 1,926,069 votes and the Series E Preferred Stock entitled to an aggregate of 251,189 votes, in each case voting only as part of the same class as the Common Stock) (such affirmative vote, the "“Company Requisite Vote"Approval”), is the only vote of the holders of any class or series of capital stock of the Company necessary to adopt, approve or authorize this Agreement, the Merger and the other transactions contemplated hereby in their capacity as stockholders of the Company. This Agreement is has been, and each Transaction Document will be, duly executed and delivered by the Company and, assuming due authorization and execution by each other party hereto and thereto, 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 Requisite 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. (iib) The Company Board of Directors of the Company has (A) by the affirmative vote of all directors voting, duly approved and declared advisable this Agreement and the Merger and the other transactions contemplated hereby; (B) received the opinion of its financial advisors, Merrill Lynch & Co., to the effect that (i) the Common Stock Merger Cxxxxxxxaxxxx to be received by the holders of Common Stock and (ii) the Preferred Stock Merger Consideration to be received by the holders of the Preferred Stock, pursuant to unanimously determined that the Merger is fair from a financial point of view to the holders of the Common Stock and to the holders of the Preferred Stockto, respectively, other than Colonial and its Affiliates; (C) determined that this Agreement and the transactions contemplated hereby are advisable and in the best interests of of, the holders of Shares; (D) resolved to recommend adoption of Company and the Company Stockholders, approved and declared advisable this Agreement, the Merger and the other transactions contemplated hereby Transactions, and resolved to recommend adoption of this Agreement to the holders of Shares (such recommendations being the "Directors' Recommendation"); shares of Company Stock and (Eii) directed that this Agreement be submitted to the holders of Shares Company Stockholders for their adoption.

Corporate Authority; Approval and Fairness. (ia) The Company has all requisite necessary corporate power and authority to execute and has taken all corporate action necessary in order deliver this Agreement, to execute, deliver and perform its obligations under this Agreementhereunder and to consummate the transactions contemplated hereby, subject only to adoption the authorization and approval of this Agreement, the Plan of Merger and the Merger by the Shareholder Approval. No other corporate actions on the part of the Company and no shareholder votes are necessary to authorize this Agreement or to consummate the transactions contemplated hereby other than the Shareholder Approval. This Agreement has been duly authorized and validly executed and delivered by the Company and, assuming due authorization, execution and delivery of this Agreement by its stockholders by the Company Requisite VoteParent and Merger Sub, this Agreement constitutes a legal, valid and to consummate the Merger. The affirmative vote of a majority of the voting power of all of the outstanding Shares, voting together as one class (with the Common Stock entitled to one vote for each share outstanding, the Series C Preferred Stock entitled to an aggregate of 1,926,069 votes and the Series E Preferred Stock entitled to an aggregate of 251,189 votes, in each case voting only as part of the same class as the Common Stock) (such affirmative vote, the "Company Requisite Vote"), is the only vote of the holders of any class or series of capital stock of the Company necessary to adopt, approve or authorize this Agreement, the Merger and the other transactions contemplated hereby in their capacity as stockholders binding obligation of the Company. This Agreement is a valid and binding agreement of the Company , enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, insolvency (including all Laws relating to fraudulent transfertransfers), reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors' ’ rights and to general equity principles (the "“Bankruptcy and Equity Exception"”). (iib) The Board On or prior to the date of Directors of this Agreement, (i) the Special Committee has received from Xxxxxxxx Xxxxx (China) Limited (the “Company has (A) by the affirmative vote of all directors votingFinancial Advisor”), duly approved and declared advisable this Agreement and the Merger and the other transactions contemplated hereby; (B) received the opinion of its financial advisors, Merrill Lynch & Co.written opinion, to the effect that, subject to the limitations, qualifications and assumptions set forth therein, that (i) the Common Stock Merger Cxxxxxxxaxxxx to be received by the holders of Common Stock and (ii) the Preferred Stock Per Share Merger Consideration to be received by the holders of the Preferred StockCompany Shares (other than Excluded Shares) is fair, pursuant to the Merger is fair from a financial point of view view, to such holders (it being agreed and understood that such opinion may not be relied on by Parent or Merger Sub), and (ii) the holders Company Board (acting upon the unanimous recommendation of the Common Stock Special Committee) has determined that this Agreement, the Plan of Merger, the Articles of Merger and the transactions contemplated hereby, including the Merger, are fair to and in the holders best interest of the Preferred Stock, respectively, Company and its shareholders (other than Colonial the Rollover Securityholders and its their Affiliates; (C) determined that ), and validly approved the execution, delivery and performance by the Company of this Agreement and the transactions contemplated hereby are advisable and in the best interests of the holders of Shares; (D) resolved to recommend adoption of hereby, directed that this Agreement, the Plan of Merger, the Articles of Merger and the other consummation of the transactions contemplated hereby to hereby, including the holders of Shares (such recommendations being the "Directors' Recommendation"); and (E) directed that this Agreement Merger be submitted to the holders of Company Shares for their adoptionauthorization and approval, and resolved to recommend to the shareholders of the Company that they authorize and approve this Agreement, the Plan of Merger, the Articles of Merger and the transactions contemplated hereby, including the Merger (and including, without limitation, the Amended and Restated Memorandum of Association and Articles of Association of the Surviving Company in the form attached as Appendix B of the Plan of Merger), in each case in accordance with the BVI Companies Act (the “Company Recommendation”), which resolutions, subject to Section 6.4(d) and Section 6.4(e), have not been subsequently withdrawn or modified in a manner adverse to Parent.

Corporate Authority; Approval and Fairness. (i) The Company has all requisite corporate power and authority and has taken all corporate action necessary in order to execute, deliver and perform (in the case of consummation of the Merger, subject to obtaining requisite shareholder approval) its obligations under this AgreementAgreement and to consummate, subject only to adoption approval of this Agreement by its stockholders by the Company Requisite Vote, and to consummate the Merger. The affirmative vote holders of a majority of the voting power of all of the outstanding Shares, voting together as one class Shares (with the Common Stock entitled to one vote for each share outstanding, the Series C Preferred Stock entitled to an aggregate of 1,926,069 votes and the Series E Preferred Stock entitled to an aggregate of 251,189 votes, in each case voting only as part of the same class as the Common Stock) (such affirmative vote, the "Company Requisite Vote"), is the only vote Merger. Assuming the due authorization, execution and delivery of the holders of any class or series of capital stock of the Company necessary to adoptthis Agreement by Parent and Merger Sub, approve or authorize this Agreement, the Merger and the other transactions contemplated hereby in their capacity as stockholders of the Company. This Agreement 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 laws of general applicability relating to or affecting creditors' rights and to general equity principles (the "Bankruptcy and Equity Exception"). (ii) . The Board board of Directors directors of the Company has (A) by the affirmative vote of all directors voting, duly approved and declared advisable has unanimously adopted this Agreement and (B received, on October 4, 1999, and has received, as of the Merger and the other transactions contemplated hereby; (B) received Second Amendment Date, the opinion of its financial advisorsadvisor, Merrill Lynch Xxxxxxx Lynch, Pierce, Xxxxxx & Co.Xxxxx Incorporated ("Xxxxxxx Xxxxx"), to the effect that (i) the Common Stock Merger Cxxxxxxxaxxxx to be received by the holders of Common Stock and (ii) the Preferred Stock Merger Consideration consideration to be received by the holders of the Preferred Stock, pursuant to Shares in the Merger is fair to such holders from a financial point of view view, a copy of which opinions have been delivered to the holders Parent. (ii) Each of the Common Stock Parent and Merger Sub has all requisite corporate power and authority and has taken all corporate action necessary in order to execute, deliver and perform (in the holders case of consummation of the Preferred StockMerger, respectively, other than Colonial and subject to obtaining requisite shareholder approval) its Affiliates; (C) determined that obligations under this Agreement and to consummate, subject only to any shareholder approval necessary to permit the transactions contemplated hereby are advisable and in the best interests issuance of the holders shares of Shares; Parent Common Stock required to be issued pursuant to Article IV (D) resolved to recommend adoption the "Parent Requisite Vote"), the Merger. Assuming the due authorization, execution and delivery of this AgreementAgreement by the Company, this Agreement is a valid and binding agreement of Parent enforceable against Parent in accordance with its terms, subject to the Bankruptcy and Equity Exception. Assuming the due authorization, execution and delivery of this Agreement by the Company, this Agreement is a valid and binding agreement of Merger Sub enforceable against Merger Sub in accordance with its terms. The Boards of Directors of Parent and Merger Sub (A) have adopted this Agreement and (B) received, on October 4, 1999, and has received as of the Second Amendment Date, the Merger and opinion of Parent's financial advisor, Warburg Dillon Read LLC, to the other transactions contemplated hereby effect that the consideration to be paid by Parent to the holders of Shares in the Merger is fair to Parent from a financial point of view. Prior to the Effective Time, Parent will have taken all necessary action to permit it to issue the number of shares of Parent Common Stock required to be issued pursuant to Article IV. The Parent Common Stock, when issued, will be validly issued, fully paid and nonassessable, and no shareholder of Parent will have any preemptive right of subscription or purchase in respect thereof. The Parent Common Stock, when issued, will be registered under the Securities Act and the Securities Exchange Act of 1934, as amended (such recommendations being together with the rules and regulations thereunder, the "Directors' RecommendationExchange Act"); ) and (E) directed that this Agreement be submitted to the holders of Shares for their adoptionregistered or exempt from registration under any applicable state securities or "blue sky" laws.

Corporate Authority; Approval and Fairness. (i) The Company Stratex has all requisite corporate power and authority and has taken all corporate action necessary in order to execute, deliver and perform its obligations under this AgreementAgreement and to consummate the Merger and the other Transactions to which it is a party (collectively, the “Stratex Transactions”), in each case subject only to adoption of this Agreement by its stockholders by the Company Requisite Vote, and to consummate the Merger. The affirmative vote of the holders of a majority of the voting power outstanding shares of all of the outstanding Shares, voting together as one class (with the Stratex Common Stock entitled to one vote for each share outstanding, (the Series C Preferred Stock entitled to an aggregate of 1,926,069 votes and the Series E Preferred Stock entitled to an aggregate of 251,189 votes, in each case voting only as part of the same class as the Common Stock) (such affirmative vote, the "Company “Stratex Requisite Vote"”), is the only vote of the holders of any class or series of capital stock of the Company necessary to adopt, approve or authorize this Agreement, the Merger and the other transactions contemplated hereby in their capacity as stockholders of the Company. This Agreement is a valid and legally binding agreement obligation of the Company Stratex enforceable against the Company Stratex in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws laws of general applicability relating to or affecting creditors' ’ rights and to general equity principles (the "“Bankruptcy and Equity Exception"”). (ii) The At a meeting duly called and held prior to execution of this Agreement, the Stratex Board of Directors of the Company has unanimously adopted resolutions (A) by the affirmative vote of all directors votingapproving, duly approved adopting and declared declaring advisable this Agreement and the Merger Transactions and determining that the terms of the Transactions are fair to, and in the best interests of, Stratex and the other transactions contemplated hereby; holders of Stratex Common Stock (collectively, the “Board Approval”) and (B) recommending that the holders of Stratex Common Stock vote to adopt this Agreement (the “Board Recommendation”). Such resolutions are sufficient to cause Section 203 of the DGCL not to apply to any of Hxxxxx, Newco or Merger Sub with respect to any of the Transactions or any other transaction following the Closing. (iii) The Stratex Board has received the written opinion of its financial advisorsadvisor, Merrill Lynch Bear, Sxxxxxx & Co.Co. Inc. (“Bear Sxxxxxx”), dated as of the date of the Original Formation Agreement, to the effect that (i) that, on the basis of and subject to the matters set forth therein and assuming the simultaneous consummation of the Contribution Transaction, as of such date the exchange of one share of Class A Common Stock Merger Cxxxxxxxaxxxx to be received by the holders for four (4) outstanding shares of Stratex Common Stock and (ii) the Preferred Stock Merger Consideration to be received by the holders of the Preferred Stock, pursuant to in the Merger is fair fair, from a financial point of view view, to the holders of the Stratex Common Stock and Stock. A signed copy of such opinion has been delivered to the holders of the Preferred Stock, respectively, other than Colonial and its Affiliates; (C) determined that this Agreement and the transactions contemplated hereby are advisable and in the best interests of the holders of Shares; (D) resolved to recommend adoption of this Agreement, the Merger and the other transactions contemplated hereby to the holders of Shares (such recommendations being the "Directors' Recommendation"); and (E) directed that this Agreement be submitted to the holders of Shares for their adoptionHxxxxx.

Corporate Authority; Approval and Fairness. (ia) The Company has all requisite corporate power and authority and has taken all corporate action necessary in order to execute, deliver and perform its obligations under this AgreementAgreement and each Transaction Document to which it is a party and to consummate the Transactions, subject only to adoption of this Agreement by its stockholders by the Company Requisite Vote, and to consummate the Merger. The affirmative vote (i) holders of a majority of the outstanding number of shares of Company Stock (voting power together as a single class on an as-converted to Company Common Stock basis), (ii) holders of all a majority of the outstanding Shares, number of shares of Company Series A Preferred Stock (voting together as one a single class (with the on an as-converted to Company Common Stock entitled to one vote for each share outstandingbasis), and (iii) holders of a majority of the outstanding number of shares of Company Series C Seed Preferred Stock entitled (voting together as a single class on an as-converted to an aggregate of 1,926,069 votes and the Series E Preferred Company Common Stock entitled to an aggregate of 251,189 votesbasis), in each case voting only as part case, in favor of this Agreement and the same class as the Common Stock) (such affirmative vote, the "Company Requisite Vote"), is the only vote of the holders of any class or series of capital stock of the Company necessary to adopt, approve or authorize transactions contemplated by this Agreement, including the Merger and (the other transactions contemplated hereby in their capacity as stockholders of the Company“Company Stockholder Approval”). This Agreement is has been, and each Transaction Document will be, duly executed and delivered by the Company, and assuming due authorization and execution by each other Party hereto and thereto, 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. The entry into and performance of this Agreement, and the consummation of the Transactions, do not give rise to any preemptive or appraisal rights in favor of any equity holder of the Company or its Subsidiaries. (iib) The Company Board of Directors of the Company has (A) by the affirmative vote of all directors voting, duly approved and declared advisable this Agreement and the Merger and the other transactions contemplated hereby; (B) received the opinion of its financial advisors, Merrill Lynch & Co., to the effect that (i) the Common Stock Merger Cxxxxxxxaxxxx to be received by the holders of Common Stock and (ii) the Preferred Stock Merger Consideration to be received by the holders of the Preferred Stock, pursuant to determined that the Merger is fair from a financial point of view to the holders of the Common Stock and to the holders of the Preferred Stockto, respectively, other than Colonial and its Affiliates; (C) determined that this Agreement and the transactions contemplated hereby are advisable and in the best interests of of, the holders of Shares; (D) resolved to recommend adoption of Company and the Company Stockholders, approved and declared advisable this Agreement, the Merger and the other transactions contemplated hereby Transactions, and resolved to recommend adoption of this Agreement to the holders of Shares (such recommendations being the "Directors' Recommendation"); Company Stockholders and (Eii) directed that this Agreement be submitted to the holders of Shares Company Stockholders for their adoption.

Corporate Authority; Approval and Fairness. (ia) The Company has all requisite corporate power and authority and has taken all corporate action necessary in order to execute, deliver and perform its obligations under this Agreement, subject only to adoption of this Agreement by its stockholders by the affirmative vote of the holders of majority of the outstanding shares of Common Stock, assuming that the effective redemption of the Preferred Stock is accomplished prior to the Effective Time, and to the filing and recording of the Certificate of Merger under the provisions of the DGCL (the “Company Requisite Vote, and to consummate the Merger”). The affirmative vote of a majority of the voting power of all of the outstanding Shares, voting together as one class (with the Common Stock entitled to one vote for each share outstanding, the Series C Preferred Stock entitled to an aggregate of 1,926,069 votes and the Series E Preferred Stock entitled to an aggregate of 251,189 votes, in each case voting only as part of the same class as the Common Stock) (such affirmative vote, the "Company Requisite Vote"), Vote is the only vote of the holders of any class or series of capital stock of the Company necessary to adopt, approve or authorize this Agreement, the Merger and the other transactions contemplated hereby by this Agreement in their capacity as stockholders of the Company. This Agreement 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 laws of general applicability relating to or affecting creditors' ’ rights and to general equity principles (the "“Bankruptcy and Equity Exception"”). (iib) The Board of Directors of the Company (i) has (A) by the affirmative vote of all directors voting, duly unanimously approved and declared advisable this Agreement and the Merger and the other transactions contemplated herebyby this Agreement; (Bii) has received the opinion of its financial advisors, Merrill Lynch Xxxxxxx, Sachs & Co., to the effect that (i) the Common Stock Merger Cxxxxxxxaxxxx to be received by the holders of Common Stock and (ii) the Preferred Stock Merger Consideration consideration to be received by the holders of the Preferred Stock, pursuant to Shares in the Merger is fair from a financial point of view to the holders view, as of the Common Stock and date of such opinion, to the holders of the Preferred Stock, respectively, other than Colonial and its Affiliatessuch holders; (Ciii) determined that this Agreement and the transactions contemplated hereby are advisable and in the best interests of the holders of Shares; (D) has resolved to recommend adoption of this Agreement, the Merger and the other transactions contemplated hereby Agreement to the holders of Shares (such recommendations recommendation being the "“Directors' ’ Recommendation"”); and (Eiv) has directed that this Agreement be submitted to the holders of Shares for their adoption. It is agreed and understood that the opinion referenced in (ii) above is for the benefit of the Company’s Board of Directors and may not be relied on by Parent or Merger Sub.

Corporate Authority; Approval and Fairness. (i) The Company has all requisite corporate power and authority and (assuming the representations of Parent and Merger Sub set forth in Section 5.2(i) are true and correct) has taken all corporate action necessary in order to executeexecute and deliver this Agreement and, deliver subject only to the approval of the Merger by (A) the holders of at least a majority of the outstanding Shares entitled to vote on such matter at a stockholders’ meeting duly called and held for such purpose (the “Maryland Law Vote”) and (B) a majority of the votes cast by holders of outstanding Shares entitled to vote on such matter at a stockholders’ meeting duly called and held for such purpose, not including for purposes of this clause (B) any votes cast by Parent, Merger Sub or any Interested Party (the “Neutralized Vote” and, together with the Maryland Law Vote, the “Company Requisite Vote”), to perform its obligations under this Agreement, subject only to adoption of this Agreement by its stockholders by the Company Requisite Vote, and to consummate the Merger. The affirmative vote of a majority of the voting power of all of the outstanding Shares, voting together as one class (with the Common Stock entitled to one vote for each share outstanding, the Series C Preferred Stock entitled to an aggregate of 1,926,069 votes This Agreement has been duly executed and the Series E Preferred Stock entitled to an aggregate of 251,189 votes, in each case voting only as part of the same class as the Common Stock) (such affirmative vote, the "Company Requisite Vote"), is the only vote of the holders of any class or series of capital stock of delivered by the Company necessary to adopt, approve or authorize this Agreement, the Merger and the other transactions contemplated hereby in their capacity as stockholders of the Company. This Agreement is 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"”). . For purposes of this Section 5.1(c)(i), “Interested Party” means (i) Axxxxx Xxxxx, (ii) The Board any Person who beneficially owns Shares, if any, that has entered into an agreement, arrangement or understanding with Parent or Merger Sub or any of Directors of the Company has their respective affiliates to (Ax) by the affirmative vote of all directors voting, duly approved and declared advisable this Agreement and provide equity financing for the Merger and the other transactions contemplated hereby; or (B) received vote or give any consents (or withhold any such votes or consents) with respect to any Shares in respect of the opinion of its financial advisors, Merrill Lynch & Co., to the effect that (i) the Common Stock Merger Cxxxxxxxaxxxx to be received by the holders of Common Stock or any similar transaction and (iiiii) the Preferred Stock any officer, director, partner, member or employee of Parent or Merger Consideration to be received by the holders of the Preferred Stock, pursuant to the Merger is fair from a financial point of view to the holders of the Common Stock and to the holders of the Preferred Stock, respectively, other than Colonial and its Affiliates; (C) determined that this Agreement and the transactions contemplated hereby are advisable and in the best interests of the holders of Shares; (D) resolved to recommend adoption of this Agreement, the Merger and the other transactions contemplated hereby to the holders of Shares (such recommendations being the "Directors' Recommendation"); and (E) directed that this Agreement be submitted to the holders of Shares for their adoptionSub.

Corporate Authority; Approval and Fairness. (i) The Company has all requisite corporate power and authority and has taken all corporate action necessary in order to execute, deliver and perform its obligations under this AgreementAgreement and to consummate the Merger and the Bank Merger, subject only to adoption approval of this Agreement by its stockholders the holders of two-thirds of the outstanding Shares (the “Requisite Company Vote”), assuming for this purpose the cancellation of the Series A Preferred Stock and the Series B Preferred Stock immediately prior to the Closing or the exchange of the Series A Preferred Stock and the Series B Preferred Stock at the Effective Time, in either case in accordance with Section 4.1(b). This Agreement has been duly executed and delivered by the Company Requisite Vote, and to consummate the Merger. The affirmative vote of a majority of the voting power of all of the outstanding Shares, voting together as one class (with the Common Stock entitled to one vote for each share outstanding, the Series C Preferred Stock entitled to an aggregate of 1,926,069 votes and the Series E Preferred Stock entitled to an aggregate of 251,189 votes, in each case voting only as part of the same class as the Common Stock) (such affirmative vote, the "Company Requisite Vote"), is the only vote of the holders of any class or series of capital stock of the Company necessary to adopt, approve or authorize this Agreement, the Merger and the other transactions contemplated hereby in their capacity as stockholders of the Company. This Agreement is 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"”). (ii) The Board At a meeting duly called and held, the board of Directors directors of the Company has unanimously adopted resolutions (A) by determining that the affirmative vote of all directors voting, duly approved and declared advisable this Agreement Merger and the Bank Merger are fair to, and in the best interests of, the Company and the holders of Shares, (B) approving, and declaring to be advisable, this Agreement, the Merger, the Bank Merger and the other transactions contemplated hereby; hereby and thereby and (BC) recommending that the holders of Shares vote in favor of the approval of this Agreement at the Shareholders’ Meeting (the “Company Recommendation”). The board of directors of the Company has received the opinion of its financial advisorsadvisor, Merrill Lynch & Co.Sandler X’Xxxxx and Partners, L.P., to the effect that (i) the Common Stock Merger Cxxxxxxxaxxxx to be received by the holders of Common Stock and (ii) the Preferred Stock Per Share Cash Merger Consideration to be received by the holders of the Preferred Stock, pursuant to the Merger is fair from a financial point of view to the holders view, as of the Common Stock date of such opinion, to such holders (other than Parent and its Subsidiaries) of Shares, a copy of which opinion has been delivered to the holders Parent. The board of directors of the Preferred Stock, respectively, other than Colonial Company has taken all action so that Parent and its Affiliates; Merger Sub will not be an “affiliated shareholder” or prohibited from entering into or consummating a “business combination” with the Company (Cin each case as such term is used in Section 21.606 of Texas Law) determined that as a result of the execution of this Agreement and or the consummation of the transactions contemplated hereby are advisable and in the best interests manner contemplated hereby. (iii) The representations and warranties set forth in this Section 5.1(c) shall apply with respect to this Agreement as amended and restated on the Execution Date and shall be made as of the holders of Shares; (D) resolved to recommend adoption of this Agreement, the Merger and the other transactions contemplated hereby to the holders of Shares (such recommendations being the "Directors' Recommendation"); and (E) directed that this Agreement be submitted to the holders of Shares for their adoptionExecution Date.

Corporate Authority; Approval and Fairness. (i) The Company Seller and each Target Entity has all requisite corporate power and authority and has taken all corporate action necessary in order to execute, deliver and perform its obligations under this Agreement, subject only to adoption of this Agreement by its stockholders by the Company Requisite Vote, and to consummate the Merger. The affirmative vote of a majority of the voting power of all of the outstanding Shares, voting together as one class (Transaction in accordance with the Common Stock entitled to one vote for each share outstanding, the Series C Preferred Stock entitled to an aggregate of 1,926,069 votes and the Series E Preferred Stock entitled to an aggregate of 251,189 votes, in each case voting only as part of the same class as the Common Stock) (such affirmative vote, the "Company Requisite Vote"), is the only vote of the holders of any class or series of capital stock of the Company necessary to adopt, approve or authorize this Agreement, the Merger and the other transactions contemplated hereby in their capacity as stockholders of the Companyterms hereof. This Agreement is has been duly executed and delivered by the Seller and each Target Entity and constitutes a valid and binding agreement of the Company Seller and each Target Entity enforceable against the Company such entity 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"”). (ii) The Board of Directors of Seller Management has determined that the Company Transaction is fair to, and in the best interests of, the Seller, its creditors and its shareholders, and has (A) by the affirmative vote of all directors voting, duly approved and declared advisable this Agreement and the Merger Transaction. (iii) The following representations and warranties in this subparagraph (iii) are made solely by the JPLs: Pursuant to the terms of the order made by the Grand Court on 2 June 2016, it is necessary for the JPLs, on behalf of the Seller (and with no personal liability), to obtain the sanction of the Grand Court to it entering into this Agreement (“Sanction”) as a condition to the completion of the Transaction. (iv) Upon receipt of the requisite corporate approvals referred to above, and on the granting of the Sanction, the completion of the Transactions contemplated hereby will be duly authorized as a matter of the laws of the Cayman Islands (Seller) and the other transactions contemplated hereby; (B) received the opinion of its financial advisors, Merrill Lynch & Co., laws applicable to the effect that (i) the Common Stock Merger Cxxxxxxxaxxxx to be received by the holders of Common Stock and (ii) the Preferred Stock Merger Consideration to be received by the holders of the Preferred Stock, pursuant to the Merger is fair from a financial point of view to the holders of the Common Stock and to the holders of the Preferred Stock, respectively, other than Colonial and its Affiliates; (C) determined that this Agreement and the transactions contemplated hereby are advisable and in the best interests of the holders of Shares; (D) resolved to recommend adoption of this Agreement, the Merger and the other transactions contemplated hereby to the holders of Shares (such recommendations being the "Directors' Recommendation"); and (E) directed that this Agreement be submitted to the holders of Shares for their adoptionTarget Entities.

Corporate Authority; Approval and Fairness. (ia) The Company has all requisite necessary corporate power and corporate authority to execute and has taken all corporate action necessary in order deliver this Agreement, to execute, deliver and perform its obligations under hereunder and to consummate the transactions contemplated by this Agreement, subject only to adoption the authorization and approval of this Agreement, the Plan of Merger and the Merger by the Shareholder Approval. No other corporate authorizations on the part of the Company and no other shareholder votes are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly authorized and validly executed and delivered by the Company and, assuming due authorization, execution and delivery of this Agreement by its stockholders by the Company Requisite VoteParent and Merger Sub, this Agreement constitutes a legal, valid and to consummate the Merger. The affirmative vote of a majority of the voting power of all of the outstanding Shares, voting together as one class (with the Common Stock entitled to one vote for each share outstanding, the Series C Preferred Stock entitled to an aggregate of 1,926,069 votes and the Series E Preferred Stock entitled to an aggregate of 251,189 votes, in each case voting only as part of the same class as the Common Stock) (such affirmative vote, the "Company Requisite Vote"), is the only vote of the holders of any class or series of capital stock of the Company necessary to adopt, approve or authorize this Agreement, the Merger and the other transactions contemplated hereby in their capacity as stockholders binding obligation of the Company. This Agreement is a valid and binding agreement of the Company , enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, insolvency (including all Laws relating to fraudulent transfertransfers), reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors' ’ rights and to general equity principles (the "“Bankruptcy and Equity Exception"”). (iib) The Board of Directors Special Committee has received from Kxxxx, LLC (the “Company Financial Advisor”), operating through its Duff & Pxxxxx Opinions Practice, its written opinion, dated as of the Company has (A) by the affirmative vote date of all directors voting, duly approved and declared advisable this Agreement and the Merger and the other transactions contemplated hereby; (B) received the opinion of its financial advisors, Merrill Lynch & Co.Agreement, to the effect that, subject to the limitations, qualifications and assumptions set forth therein, that (i) the Common Stock Per Share Merger Cxxxxxxxaxxxx Consideration to be received by the holders of Common Stock Company Shares (other than Excluded Shares) and (ii) the Preferred Stock Per ADS Merger Consideration to be received by the holders of the Preferred Stock, pursuant to ADSs (other than ADSs representing Excluded Shares) in the Merger is fair fair, from a financial point of view view, to the such holders (without giving effect to any impact of the Common Stock and Proposed Transaction on any particular holder of Shares or ADSs other than in its capacity as a holder of Shares or ADSs). A copy of such opinion has been or will be provided to Parent as promptly as practicable. The Company Board (acting upon the holders unanimous recommendation of the Preferred Stock, respectively, other than Colonial and its Affiliates; Special Committee) has (Ci) determined that this Agreement and the transactions contemplated hereby provided for herein, including the Plan of Merger and the Merger, are advisable fair to and in the best interests interest of the holders of Shares; Company and its shareholders (Dother than the Rollover Securityholders), and (ii) resolved to recommend adoption of validly adopted resolutions approving this Agreement, the Plan of Merger and the other transactions contemplated hereby to hereunder and thereunder (including the holders of Shares (such recommendations being the "Directors' Recommendation"Merger); and (E) directed , directing that this Agreement Agreement, the Plan of Merger and the Merger be submitted to the holders shareholders of Shares the Company for their adoptionauthorization and approval, and recommending to the shareholders of the Company that they authorize and approve this Agreement, the Plan of Merger and the Merger (the “Company Recommendation”).

Corporate Authority; Approval and Fairness. (i) The Company has all requisite corporate power and authority and has taken all corporate action necessary in order to execute, deliver and perform its obligations under this AgreementAgreement and to consummate the Merger and the Transactions, subject only only, assuming the accuracy of the representations and warranties in Section 5.2(g), to adoption (A) the approval of this Agreement by its stockholders by the Company Requisite Vote, and to consummate the Merger. The affirmative vote holders of a majority of the voting power outstanding Class A Shares entitled to vote on such matter at a shareholders’ meeting duly called and held for such purpose (the “Requisite Class A Vote”) and (B) the approval of all this Agreement by the holders of a majority of the outstanding SharesClass B Shares entitled to vote on such matter at a shareholders’ meeting duly called and held for such purpose (the “Class B Vote”, voting and together as one class (with the Common Stock entitled to one vote for each share outstandingRequisite Class A Vote, the Series C Preferred Stock entitled to an aggregate of 1,926,069 votes and the Series E Preferred Stock entitled to an aggregate of 251,189 votes, in each case voting only as part of the same class as the Common Stock) (such affirmative vote, the "“Requisite Company Requisite Vote"”), is the only vote of the holders of any class or series of capital stock of the Company necessary to adopt, approve or authorize this Agreement, the Merger and the other transactions contemplated hereby in their capacity as stockholders of the Company. This Agreement is has been duly executed and delivered by the Company and, assuming due execution and delivery of this Agreement by Parent and Merger Sub, constitutes a legal, 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"”). (ii) The Board of Directors As of the date of this Agreement, the Company Board has (A) by determined that this Agreement, the affirmative vote Merger and the Transactions are fair to and are in the best interests of all directors votingthe Company and its shareholders, duly approved (B) approved, adopted and declared advisable this Agreement and the Merger and the other transactions contemplated hereby; Transactions and (BC) received the opinion of its financial advisorssubject to Section 6.2, Merrill Lynch & Co., resolved to the effect recommend that (i) the Common Stock Merger Cxxxxxxxaxxxx to be received by the holders of Common Stock Class A Shares and (ii) the Preferred Stock Merger Consideration to be received by the holders of the Preferred Stock, pursuant to the Merger is fair from a financial point of view to the holders of the Common Stock and to the holders of the Preferred Stock, respectively, other than Colonial and its Affiliates; (C) determined that Class B Shares approve this Agreement (the “Company Recommendation”) and the transactions contemplated hereby are advisable and in the best interests of the holders of Shares; (D) resolved to recommend adoption of this Agreement, the Merger and the other transactions contemplated hereby to the holders of Shares (such recommendations being the "Directors' Recommendation"); and (E) directed that this Agreement be submitted to the holders of Class A Shares and Class B Shares for their adoptionapproval. The Company Board has received an oral opinion of (i) its financial advisor, Barclays Capital Inc. (“Barclays”), to be confirmed in writing and dated the date of this Agreement and (ii) its financial advisor, Evercore Group L.L.C. (“Evercore”), to be confirmed in writing and dated the date of this Agreement, and each such opinion is to the effect that, as of the date hereof and subject to the assumptions, limitations, conditions and qualifications set forth in each such opinion, from a financial point of view, the Per Share Merger Consideration to be offered to the holders of Class A Shares and Class B Shares (other than Excluded Shares) in the Merger, taken in the aggregate, is fair to such holders. Neither Barclays nor Evercore has been requested to opine as to, and neither the Barclays’ opinion nor the Evercore opinion in any manner addresses, the allocation of the aggregate consideration payable pursuant to this Agreement among the holders of Class A Shares and Class B Shares. A signed, accurate and complete copy of such written opinion will be made available to Parent, solely for informational purposes, promptly following the execution of this Agreement.

Corporate Authority; Approval and Fairness. (ia) The Company has all requisite corporate power and authority and has taken all corporate action necessary in order to execute, deliver and perform its obligations under this AgreementAgreement and each Transaction Document to which it is a party and to consummate the Transactions, subject only to adoption of this Agreement by its stockholders by the Company Requisite Vote, and to consummate the Merger. The affirmative vote of (i) a majority of the outstanding shares of Company Stock as of immediately prior to the Effective Time (voting power of all together as a single class on an as-converted to Company Common Stock basis), (ii) a majority of the outstanding Shares, shares of Company Common Stock as of immediately prior to the Effective Time (voting together as one a single class), and (iii) a majority of the outstanding shares of Company Preferred Stock as of immediately prior to the Effective Time (voting together as a single class (with the on an as-converted to Company Common Stock entitled to one vote for each share outstanding, the Series C Preferred Stock entitled to an aggregate of 1,926,069 votes and the Series E Preferred Stock entitled to an aggregate of 251,189 votesbasis), in each case voting only as part case, in favor of this Agreement and the same class as the Common Stock) (such affirmative vote, the "Company Requisite Vote"), is the only vote of the holders of any class or series of capital stock of the Company necessary to adopt, approve or authorize transactions contemplated by this Agreement, including the Merger and (the other transactions contemplated hereby in their capacity as stockholders of the Company“Company Stockholder Approval”). This Agreement is has been, and each Transaction Document will be, duly executed and delivered by the Company, and assuming due authorization and execution by each other party hereto and thereto, 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. (iib) The Company Board of Directors of the Company has (A) by the affirmative vote of all directors voting, duly approved and declared advisable this Agreement and the Merger and the other transactions contemplated hereby; (B) received the opinion of its financial advisors, Merrill Lynch & Co., to the effect that (i) the Common Stock Merger Cxxxxxxxaxxxx to be received by the holders of Common Stock and (ii) the Preferred Stock Merger Consideration to be received by the holders of the Preferred Stock, pursuant to determined that the Merger is fair from a financial point of view to the holders of the Common Stock and to the holders of the Preferred Stockto, respectively, other than Colonial and its Affiliates; (C) determined that this Agreement and the transactions contemplated hereby are advisable and in the best interests of of, the holders of Shares; (D) resolved to recommend adoption of Company and the Company Stockholders, approved and declared advisable this Agreement, the Merger and the other transactions contemplated hereby Transactions, and resolved to recommend adoption of this Agreement to the holders of Shares (such recommendations being the "Directors' Recommendation"); shares of Company Stock and (Eii) directed that this Agreement be submitted to the holders of Shares Company Stockholders for their adoption.

Corporate Authority; Approval and Fairness. (i) The Company has all requisite corporate power and authority and has taken all corporate action necessary in order to execute, deliver and perform its obligations under this Agreement and the Shareholder Support Agreement, subject subject, in the case of this Agreement only to obtaining approval and adoption of this Agreement by its stockholders and the Merger by the Company’s shareholders (the “Company Requisite Vote, ”) and to consummate the Merger. The affirmative vote of a majority of the voting power of all of the outstanding Shares, voting together as one class (with the Common Stock entitled to one vote for each share outstanding, the Series C Preferred Stock entitled to an aggregate of 1,926,069 votes This Agreement and the Series E Preferred Stock entitled to an aggregate of 251,189 votes, in each case voting only as part of the same class as the Common Stock) (such affirmative vote, the "Company Requisite Vote"), is the only vote of the holders of any class or series of capital stock of Shareholder Support Agreement have been duly executed and delivered by the Company necessary to adopt, approve or authorize this Agreement, the Merger and the other transactions contemplated hereby in their capacity as stockholders of the Company. This Agreement is a constitute valid and binding agreement agreements of the Company enforceable against the Company in accordance with its their respective 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"”). (ii) The Board board of Directors directors of the Company has (A) by the affirmative vote of all directors voting, duly approved and declared advisable adopted this Agreement and the Merger and the other transactions contemplated hereby; (B) received the opinion of its financial advisors, Merrill Lynch & Co., to the effect that (i) the Common Stock Merger Cxxxxxxxaxxxx to be received by the holders of Common Stock and (ii) the Preferred Stock Merger Consideration to be received by the holders of the Preferred Stock, pursuant to the Merger is fair from a financial point of view to the holders of the Common Stock and to the holders of the Preferred Stock, respectively, other than Colonial and its Affiliates; (C) determined that this Agreement and the transactions contemplated hereby are advisable and in the best interests of the holders of Shares; (D) resolved to recommend adoption of this Agreement, approved the Merger and the other transactions contemplated hereby and resolved to transmit a recommendation to the holders of the Shares that such holders approve this Agreement (such recommendations being the "Directors' “Company Recommendation"); ”) and (EB) directed that this Agreement be submitted to the holders of the Shares for their adoptionapproval. A special committee of the Board of Directors has received the opinion of its financial advisor, Raymoxx Xxxxs & Xxsociates, Inc., to the effect that the Per Share Merger Consideration to be received in the Merger by the non-management holders (i.e. all holders except Parent, Parent’s Subsidiaries, E. Gaxxxx Xxxxlx, Xxxxxxx X. Xexxxx, X. Chiltxx Xxxxxx Xxxxxxx, Xxxphxx X. Xxxxxx, xxx H.B. Xxxxxx, XXX) of the Shares is fair, as of the date of such opinion, to such holders. It is agreed and understood that such opinion is for the benefit of special committee of the Company’s Board of Directors and may not be relied on by Parent or Merger Sub. (iii) The Major Shareholders and the Company have executed and delivered to Parent and Merger Sub the Shareholder Support Agreement and the Major Shareholders and the Company have executed and delivered to Holdco the Contribution Agreement. (iv) Each McApple Shareholder has executed and delivered to Holdco the contribution agreement (the “McApple Agreement”) substantially in the form set forth in Annex F. As of the Effective Time, Holdco will directly or indirectly own 100% of the equity interests of McApple. (v) Each of the Persons listed on Schedule III has executed and delivered to the Company an Employment Agreement which will be effective on the Closing. (vi) Birchwood LLC, Ridgexxx XXX, Greenbrier Petroleum Company and Ruffnxx Xxxxty Company have executed an agreement by which Greenbrier Petroleum Company and Ruffnxx Xxxxty Company have resigned as partners of Hillcrest Associates and Birchwood LLC and Ridgexxx XXX have survived as partners of Hillcrest Associates. (vii) E. Gaxxxx Xxxxlx xxx executed and delivered to the Company a letter of resignation from the board of directors of PrimeEnergy Corporation which will be effective on the Closing, which letter has been accepted and agreed to by the Company, and is attached hereto as Annex H. (viii) The Company and E. Gaxxxx Xxxxlx xxxx executed and delivered to each other a letter agreement whereby E. Gaxxxx Xxxxlx xxxxes to purchase the Company’s 19/60 percentage interest in Vision Exploration & Production Co., L.L.C. (“Vision Letter Agreement”), subject to the consummation of the Merger, which agreement is attached hereto as Annex I.

Corporate Authority; Approval and Fairness. (i) The Company II.1.3.1. BP Amoco has all requisite corporate power and authority and has taken all corporate action necessary in order to execute, deliver and perform its obligations under this Agreement, subject only to adoption of this Agreement by its stockholders by and the Company Requisite Vote, Stock Option Agreement and to consummate the Merger. The affirmative vote of a majority of the voting power of all of the outstanding Shares, voting together as one class (with the Common Stock entitled to one vote for each share outstanding, the Series C Preferred Stock entitled to an aggregate of 1,926,069 votes and the Series E Preferred Stock entitled to an aggregate of 251,189 votes, in each case voting only as part of the same class as the Common Stock) (such affirmative vote, the "Company Requisite Vote"), is the only vote of the holders of any class or series of capital stock of the Company necessary to adopt, approve or authorize this Agreement, the Merger and the other transactions contemplated hereby in their capacity as stockholders and thereby, subject only to the approval of the CompanyMerger by, on a show of hands, not less than the requisite majority of the holders of outstanding BP Amoco Ordinary Shares, BP Amoco First Preference Shares and BP Amoco Second Preference Shares (collectively, the "BP Amoco Voting Shares") present ---------------------- in person or, on a poll, not less than the requisite majority of the votes attaching to the BP Amoco Voting Shares voted by the holders in person or by proxy at the BP Amoco Shareholders Meeting (as defined in Section 3.4) (the "BP Amoco Requisite Vote"). This The execution, delivery ----------------------- and performance of this Agreement is a and the Stock Option Agreement have been duly authorized by all necessary corporate action on the part of BP Amoco, and, assuming the due authorization, execution and delivery of this Agreement and the Stock Option Agreement by ARCO, this Agreement and the Stock Option Agreement constitute valid and binding agreement agreements of the Company BP Amoco, enforceable against the Company BP Amoco in accordance with its their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws laws of general applicability relating to or affecting creditors' rights and to general equity principles (the "Bankruptcy and Equity Exception"). (ii) . ------------------------------- The Board of Directors of BP Amoco has approved this Agreement, the Company has (A) by the affirmative vote of all directors voting, duly approved and declared advisable this Agreement and the Merger and the other transactions contemplated hereby; (B) received the opinion of its financial advisors, Merrill Lynch & Co., to the effect that (i) the Common Stock Merger Cxxxxxxxaxxxx to be received by the holders of Common Stock and (ii) the Preferred Stock Merger Consideration to be received by the holders of the Preferred Stock, pursuant to the Merger is fair from a financial point of view to the holders of the Common Stock and to the holders of the Preferred Stock, respectively, other than Colonial and its Affiliates; (C) determined that this Agreement and the transactions contemplated hereby are advisable and in the best interests of the holders of Shares; (D) resolved to recommend adoption of this Option Agreement, the Merger and the other transactions contemplated hereby and thereby and the Board of Directors has received the opinion of its financial advisor, Xxxxxx Xxxxxxx & Co. Incorporated, to the effect that, as of the date of this Agreement, the Exchange Ratio is fair to BP Amoco, from a financial point of view. II.1.3.2. ARCO has all requisite corporate power and authority and has taken all corporate action necessary in order to execute, deliver and perform its obligations under this Agreement and the Stock Option Agreement and to consummate the Merger and the other transactions contemplated hereby and thereby, subject only to the adoption of this Agreement by the vote of the holders of a majority of the outstanding stock entitled to vote at the ARCO Stockholders Meeting (the "ARCO Requisite Vote"). The execution, delivery and ------------------- performance of this Agreement and the Stock Option Agreement have been duly authorized by all necessary corporate action on the part of ARCO and, assuming the due authorization, execution and delivery of this Agreement and the Stock Option Agreement by BP Amoco, this Agreement and the Stock Option Agreement constitute valid and binding agreements of ARCO enforceable against ARCO in accordance with their terms, subject to the Bankruptcy and Equity Exception. The Board of Directors of ARCO (A) has unanimously approved this Agreement, the Stock Option Agreement, the Merger and the other transactions contemplated hereby and thereby and declared the advisability of the Merger Agreement and (B) has received the opinions of its financial advisors, Xxxxxxx, Sachs & Co. and Xxxxxxx Xxxxx Xxxxxx Inc., to the effect that, as of the date of this Agreement, the Exchange Ratio is fair to the holders of ARCO Common Shares (such recommendations being the "Directors' Recommendation"); and (E) directed that this Agreement be submitted to the other than holders of Shares for their adoptionExcluded ARCO Shares) from a financial point of view.

Corporate Authority; Approval and Fairness. (ia) The Company has all requisite corporate power and authority and has taken all corporate action necessary in order to execute, deliver and perform its obligations under this AgreementAgreement and to consummate the Transactions, subject only to adoption of this Agreement by its stockholders by the Company Requisite Vote, and to consummate the Merger. The affirmative vote holders of a majority of the voting power outstanding shares of all of the outstanding Shares, voting together as one class (with the Company Common Stock entitled to one vote on such matter at the Stockholders Meeting duly called and held for each share outstanding, such purpose (the Series C Preferred Stock entitled to an aggregate of 1,926,069 votes and the Series E Preferred Stock entitled to an aggregate of 251,189 votes, in each case voting only as part of the same class as the Common Stock) (such affirmative vote, the "“Requisite Company Requisite Vote"”), is the . The only vote of the holders of any class or series of capital stock of the Company necessary to adopt, approve or authorize adopt this Agreement, Agreement and to consummate the Merger and the other transactions contemplated hereby in their capacity as stockholders of Transactions (under applicable Law, the Company’s Organizational Documents or otherwise) is the Requisite Company Vote. This Agreement is has been duly executed and delivered by the Company and 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"”). (iib) The Company Board of Directors of the Company has (A) by the affirmative vote of all directors voting, duly approved and declared advisable this Agreement and the Merger and the other transactions contemplated hereby; (B) received the opinion of its financial advisors, Merrill Lynch & Co., to the effect that unanimously (i) the Common Stock Merger Cxxxxxxxaxxxx to be received by the holders of Common Stock and (ii) the Preferred Stock Merger Consideration to be received by the holders of the Preferred Stock, pursuant to determined that the Merger is fair from a financial point of view to the holders of the Common Stock and to the holders of the Preferred Stockto, respectively, other than Colonial and its Affiliates; (C) determined that this Agreement and the transactions contemplated hereby are advisable and in the best interests of, the Company and its stockholders (other than the Parent, Merger Sub and any of Parent’s other direct or indirect Subsidiaries), approved and declared advisable the holders of Shares; (D) resolved to recommend adoption execution, delivery and performance by the Company of this Agreement, the Merger and the other transactions contemplated hereby Transactions and resolved to recommend adoption of this Agreement to the holders of Shares shares of Company Common Stock (such recommendations being the "Directors' “Company Recommendation"”); and , (Eii) directed that this Agreement be submitted to the holders of Shares shares of Company Common Stock for their adoptionadoption and (iii) received the opinion of its financial advisor, Qatalyst Partners LP, to the effect that as of the date of such opinion, and based upon and subject to the various assumptions, qualifications, limitations and other matters set forth therein, the Merger Consideration to be received pursuant to, and in accordance with, the terms of this Agreement by the holders of shares of Company Common Stock (other than Parent or any Affiliates of Parent), is fair, from a financial point of view to such holders.

Corporate Authority; Approval and Fairness. (i) The Company has all requisite corporate power and authority and has taken all corporate action necessary in order to execute, deliver and perform its obligations under this AgreementAgreement and the Stock Option Agreement and to consummate, subject only to adoption approval of this Agreement by its stockholders the Merger by the Company Requisite Vote, and to consummate the Merger. The affirmative vote holders of at least a majority of the outstanding Common Shares voting power of all separately as a class (the "Company Common Stock Requisite Vote") and a majority of the outstanding Shares, Preferred Shares voting together separately as one a class (the "Company Preferred Stock Requisite Vote" and, together with the Company Common Stock entitled to one vote for each share outstanding, the Series C Preferred Stock entitled to an aggregate of 1,926,069 votes and the Series E Preferred Stock entitled to an aggregate of 251,189 votes, in each case voting only as part of the same class as the Common Stock) (such affirmative voteRequisite Vote, the "Company Requisite Vote"), is the only vote of the holders of any class or series of capital stock of the Company necessary to adopt, approve or authorize this Agreement, the Merger and the other transactions contemplated hereby in their capacity as stockholders of the CompanyMerger. This Agreement is a and the Stock Option Agreement are the 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 laws of general applicability relating to or affecting creditors' rights and to general equity principles (the "Bankruptcy and Equity Exception"). (ii) The Board board of Directors directors of the Company has (A) by has unanimously declared that the affirmative vote of all directors votingAgreement, duly approved and declared advisable this Agreement and the Stock Option Agreement, the Merger and the other transactions contemplated hereby; hereby and thereby are advisable and in the best interests of the Company, (B) has authorized, approved and adopted in all respects the Agreement, the Stock Option Agreement, the Merger and the other transactions contemplated hereby and thereby, and (C) has received the opinion of its financial advisors, Merrill Lynch & Co.Saloxxx Xxxxx Xxxnxx, to xx the effect that (i) the Common Stock Merger Cxxxxxxxaxxxx to be received by the holders of Common Stock and (ii) the Preferred Stock Merger Consideration consideration to be received by the holders of the Preferred Stock, pursuant to Shares in the Merger is fair from a financial point of view to the holders of the Common Stock and to the holders of the Preferred Stock, respectively, other than Colonial and its Affiliates; (C) determined that this Agreement and the transactions contemplated hereby are advisable and in the best interests of the holders of Shares; (D) resolved to recommend adoption of this Agreement, the Merger and the other transactions contemplated hereby to the holders of Shares (such recommendations being the "Directors' Recommendation"); and (E) directed that this Agreement be submitted to the holders of Shares for their adoptionholders.

Corporate Authority; Approval and Fairness. (ia) The Company has all requisite corporate power and authority and has taken all corporate action necessary in order to execute, deliver and perform its obligations under this AgreementAgreement and each Transaction Document to which it is a party and to consummate the Transactions, subject only to adoption of this Agreement by its stockholders by (i) a majority of the outstanding number of shares of Company Requisite VoteStock as of immediately prior to the Effective Time (voting together as a single class on an as-converted to Company Common Stock basis)(ii) a majority of the outstanding number of shares of Company Preferred Stock as of immediately prior to the Effective Time (voting together as a single class on an as-converted to Company Common Stock basis), and to consummate (iii) the Merger. The affirmative vote holders of a majority of the voting power of all of the outstanding Shares, voting together as one class (with the Common Stock entitled to one vote for each share outstanding, the Company Series C B Preferred Stock entitled to an aggregate and (iv) the holders of 1,926,069 votes and the a majority of Company Series E B-1 Preferred Stock entitled to an aggregate of 251,189 votesStock, in each case voting only as part case, in favor of this Agreement and the same class as the Common Stock) (such affirmative vote, the "Company Requisite Vote"), is the only vote of the holders of any class or series of capital stock of the Company necessary to adopt, approve or authorize transactions contemplated by this Agreement, including the Merger and (the other transactions contemplated hereby in their capacity as stockholders of the Company“Company Stockholder Approval”). This Agreement is has been, and each Transaction Document will be, duly executed and delivered by the Company, and assuming due authorization and execution by each other party hereto and thereto, 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. (iib) The Company Board of Directors of the Company has (A) by the affirmative vote of all directors voting, duly approved and declared advisable this Agreement and the Merger and the other transactions contemplated hereby; (B) received the opinion of its financial advisors, Merrill Lynch & Co., to the effect that (i) the Common Stock Merger Cxxxxxxxaxxxx to be received by the holders of Common Stock and (ii) the Preferred Stock Merger Consideration to be received by the holders of the Preferred Stock, pursuant to determined that the Merger is fair from a financial point of view to the holders of the Common Stock and to the holders of the Preferred Stockto, respectively, other than Colonial and its Affiliates; (C) determined that this Agreement and the transactions contemplated hereby are advisable and in the best interests of of, the holders of Shares; (D) resolved to recommend adoption of Company and the Company Stockholders, approved and declared advisable this Agreement, the Merger and the other transactions contemplated hereby Transactions, and resolved to recommend adoption of this Agreement to the holders of Shares (such recommendations being the "Directors' Recommendation"); shares of Company Stock and (Eii) directed that this Agreement be submitted to the holders of Shares Company Stockholders for their adoption.

Corporate Authority; Approval and Fairness. (i) The Company has all requisite corporate power and authority and has taken all corporate action necessary in order to execute, deliver and perform its obligations under this AgreementAgreement and to consummate the Merger and the Transactions, subject only only, assuming the accuracy of the representation and warranty in Section 5.2(g), to adoption of this Agreement by its stockholders by the Company Requisite Vote, holders of issued and to consummate the Merger. The affirmative vote of a majority of the voting power of all of the outstanding Class A Shares and Class B Shares, voting together as one a single class (with and representing a majority of all the Common Stock votes entitled to one vote for each share outstanding, be cast on such matter (the Series C Preferred Stock entitled to an aggregate of 1,926,069 votes and the Series E Preferred Stock entitled to an aggregate of 251,189 votes, in each case voting only as part of the same class as the Common Stock) (such affirmative vote, the "Company “Requisite Vote"Stockholder Approval”), is the only vote of the holders of any class or series of capital stock of the Company necessary to adopt, approve or authorize this Agreement, the Merger and the other transactions contemplated hereby in their capacity as stockholders of the Company. This Agreement is has been duly executed and delivered by the Company and, assuming due execution and delivery of this Agreement by 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 (the "“Bankruptcy and Equity Exception"”). (ii) The Board of Directors As of the date of this Agreement, the Company Board has (A) by determined that this Agreement, the affirmative vote Merger and the Transactions are fair to and are in the best interests of all directors votingthe Company and its stockholders, duly (B) approved and declared advisable this Agreement and the Merger and the other transactions contemplated hereby; (B) received the opinion of its financial advisors, Merrill Lynch & Co., to the effect that (i) the Common Stock Merger Cxxxxxxxaxxxx to be received by the holders of Common Stock Transactions and (ii) the Preferred Stock Merger Consideration to be received by the holders of the Preferred Stock, pursuant to the Merger is fair from a financial point of view to the holders of the Common Stock and to the holders of the Preferred Stock, respectively, other than Colonial and its Affiliates; (C) determined that this Agreement and the transactions contemplated hereby are advisable and in the best interests of the holders of Shares; (D) subject to Section 6.2, resolved to recommend adoption of this Agreement, the Merger and the other transactions contemplated hereby to that the holders of Shares adopt this Agreement (such recommendations being the "Directors' “Company Recommendation"); ”) and (E) directed that this Agreement be submitted to the holders of Shares for their adoption. The Company Board has received the opinions of each of its financial advisors, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, PJT Partners LP and Guggenheim Securities, LLC, to the effect that, as of the date of such opinion, and based upon and subject to the facts, assumptions, limitations and qualifications set forth therein, the Per Share Merger Consideration is fair from a financial point of view to the holders of Shares (other than the Company, Parent, or any of their respective wholly-owned Subsidiaries). Assuming the accuracy of the representation and warranty made in Section 5.2(g), the Company Board 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 (in each case 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 Merger in the manner contemplated hereby. (iii) The only vote of the holders of any class or series of capital stock of the Company necessary to adopt this Agreement is the Requisite Stockholder Approval.

Corporate Authority; Approval and Fairness. (ia) The Company has all requisite corporate power and authority and has taken all corporate action necessary in order to execute, deliver and perform its obligations under this Agreement, and to consummate the Merger, subject only to adoption of this Agreement by its stockholders and approval of the Merger by the Company Requisite Vote, and to consummate the Merger. The affirmative vote holders of a majority of the voting power outstanding shares of all of the outstanding Shares, voting together as one class (with the Company Common Stock entitled to one vote for each share outstandingthereon (the “Shareholder Approval”), the Series C Preferred Stock entitled to an aggregate of 1,926,069 votes and the Series E Preferred Stock entitled to an aggregate of 251,189 votes, in each case voting only as part filing of the same class as the Common Stock) (such affirmative vote, the "Company Requisite Vote"), is the only vote Certificate of the holders of any class or series of capital stock of the Company necessary Merger pursuant to adopt, approve or authorize this Agreement, the Merger and the other transactions contemplated hereby in their capacity as stockholders of the CompanyDelaware Law. This Agreement is a valid and binding agreement of the Company Company, enforceable against the Company in accordance with its terms, subject to except as the enforcement may be limited by bankruptcy, insolvency, insolvency (including all Laws relating to fraudulent transfertransfers), reorganization, moratorium and or similar Laws affecting enforcement of general applicability relating to creditors’ rights generally now or affecting creditors' rights hereafter in effect and except as enforcement is subject to general principles of equity principles (the "Bankruptcy and Equity Exception"regardless of whether enforcement is considered in a proceeding in equity or at Law). (iib) The Board of Directors of On or prior to the date hereof, the Company Board, acting unanimously, has (Ai) by the affirmative vote of all directors voting, duly approved and declared advisable determined that this Agreement and the Merger are fair to, and in the best interests of, the Company and the other transactions contemplated hereby; holders of Company Common Stock, (Bii) approved this Agreement and declared its advisability in accordance with the provisions of Delaware Law, (iii) resolved to recommend this Agreement and the Merger to the holders of Company Common Stock for adoption and approval in accordance with Section 7.4 of this Agreement (the “Company Board Recommendation”), and (iv) directed that this Agreement and the Merger be submitted to the holders of Company Common Stock for consideration in accordance with this Agreement. The Company Board has received the opinion of its financial advisorsadvisor, Merrill Lynch Gxxxxxx, Sxxxx & Co., to the effect that (i) subject to the Common Stock Merger Cxxxxxxxaxxxx to be received by assumptions and qualifications set forth in such opinion), as of the holders date of Common Stock and (ii) such opinion, the Preferred Stock Merger Consideration $1.80 in cash per share to be received by the holders of the Preferred Stock, shares of Company Common Stock pursuant to the Merger Agreement is fair from a financial point of view to the holders of the Common Stock and to the holders of the Preferred Stock, respectively, other than Colonial and its Affiliates; (C) determined that this Agreement and the transactions contemplated hereby are advisable and in the best interests of the holders of Shares; (D) resolved to recommend adoption of this Agreement, the Merger and the other transactions contemplated hereby to the holders of Shares (such recommendations being the "Directors' Recommendation"); and (E) directed that this Agreement be submitted to the holders of Shares for their adoptionholders.

Corporate Authority; Approval and Fairness. (i) The Company has all requisite corporate power and authority and has taken all corporate action necessary in order to execute, deliver and perform its obligations under this AgreementAgreement and the Stock Option Agreement and to consummate, subject only to adoption approval of this Agreement by its stockholders the Merger by the Company Requisite Vote, and to consummate the Merger. The affirmative vote holders of at least a majority of the outstanding Common Shares voting power of all separately as a class (the "Company Common Stock Requisite Vote") and a majority of the outstanding Shares, Preferred Shares voting together separately as one a class (the "Company Preferred Stock Requisite Vote" and, together with the Company Common Stock entitled to one vote for each share outstanding, the Series C Preferred Stock entitled to an aggregate of 1,926,069 votes and the Series E Preferred Stock entitled to an aggregate of 251,189 votes, in each case voting only as part of the same class as the Common Stock) (such affirmative voteRequisite Vote, the "Company Requisite Vote"), is the only vote of the holders of any class or series of capital stock of the Company necessary to adopt, approve or authorize this Agreement, the Merger and the other transactions contemplated hereby in their capacity as stockholders of the CompanyMerger. This Agreement is a and the Stock Option Agreement are the 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 laws of general applicability relating to or affecting creditors' rights and to general equity principles (the "Bankruptcy and Equity Exception"). (ii) The Board board of Directors directors of the Company has (A) by has declared that the affirmative vote of all directors votingAgreement, duly approved and declared advisable this Agreement and the Stock Option Agreement, the Tender Offer, the Merger and the other transactions contemplated hereby; hereby and thereby are advisable and in the best interests of the Company, (B) has authorized, approved and adopted in all respects the Agreement, the Stock Option Agreement, the Tender Offer, the Merger and the other transactions contemplated hereby and thereby, and (C) has received the opinion of its financial advisors, Merrill Lynch & Co.Saloxxx Xxxxx Xxxnxx, to xx the effect that (i) the Common Stock Merger Cxxxxxxxaxxxx to be received by the holders of Common Stock and (ii) the Preferred Stock Merger Consideration consideration to be received by the holders of the Preferred StockShares in the Tender Offer and the Merger, pursuant to the Merger taken together, is fair from a financial point of view to the holders of the Common Stock and to the holders of the Preferred Stock, respectively, other than Colonial and its Affiliates; (C) determined that this Agreement and the transactions contemplated hereby are advisable and in the best interests of the holders of Shares; (D) resolved to recommend adoption of this Agreement, the Merger and the other transactions contemplated hereby to the holders of Shares (such recommendations being the "Directors' Recommendation"); and (E) directed that this Agreement be submitted to the holders of Shares for their adoptionholders.

Corporate Authority; Approval and Fairness. (ia) The Company has all requisite corporate power and authority and has taken all corporate action necessary in order to execute, deliver and perform its obligations under this Agreement and the Stock Option Agreement, and subject only to adoption approval of this Agreement by its stockholders the Merger by the Company Requisite Vote, and to consummate the Merger. The affirmative vote holders of at least a majority of the voting power of all of the outstanding Shares, voting together as one class Shares (with the Common Stock entitled to one vote for each share outstanding, the Series C Preferred Stock entitled to an aggregate of 1,926,069 votes and the Series E Preferred Stock entitled to an aggregate of 251,189 votes, in each case voting only as part of the same class as the Common Stock) (such affirmative vote, the "Company Requisite Vote"), to consummate the Merger. This Agreement and the Stock Option Agreement have been duly executed and delivered by the Company and (assuming the due authorization, execution and delivery hereof and thereof by Parent and the Company) constitute legal, valid and binding obligations of the Company enforceable against the Company in accordance with their respective terms, except as enforceability may be limited or affected by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws and equitable principles now or hereafter in effect and affecting the rights and remedies of creditors generally. (b) The Board of Directors of the Company has duly and validly approved and taken all corporate action required to be taken by the Board of Directors (in each case by a unanimous vote of all the directors in office at such time) for the consummation of the transactions contemplated by this Agreement and the Stock Option Agreement, including, but not limited to, (i) having determined that this Agreement, the Stock Option Agreement and the transactions contemplated hereby and thereby, taken together, are advisable and are fair to and in the best interests of the stockholders of the Company, and (ii) having resolved to recommend that the holders of the Shares adopt this Agreement and approve the Merger. The affirmative vote in favor of the adoption of this Agreement by the Company Requisite Vote is the only vote of the holders of any class or series of Company capital stock necessary to approve this Agreement and the Merger. No vote of the stockholders of the Company necessary is required to adopt, approve or authorize this the Stock Option Agreement, the Merger and the other transactions contemplated hereby in their capacity as stockholders of the Company. This Agreement 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"). (ii) The Board of Directors of the Company has (A) by the affirmative vote of all directors voting, duly approved and declared advisable this Agreement and the Merger and the other transactions contemplated hereby; (B) received the opinion of its financial advisorsadvisor Xxxxxxx, Merrill Lynch Xxxxx & Co., to the effect that (i) the Common Stock Merger Cxxxxxxxaxxxx to be received by the holders of Common Stock and (ii) the Preferred Stock Merger Consideration to be received by the holders that, as of the Preferred Stockdate of such opinion, pursuant to the Merger Exchange Ratio is fair from a financial point of view to the holders of the Common Stock and to the holders of the Preferred Stock, respectively, other than Colonial and its Affiliates; (C) determined that this Agreement and the transactions contemplated hereby are advisable and in the best interests of the holders of Shares; (D) resolved to recommend adoption of this Agreement, the Merger and the other transactions contemplated hereby to the holders of Shares (such recommendations being the "Directors' Recommendation"); and (E) directed that this Agreement be submitted to the holders of Shares for their adoption.

Corporate Authority; Approval and Fairness. (i) The Company has all requisite corporate power and authority and has taken all corporate action necessary in order to execute, deliver and perform its obligations under this AgreementAgreement and to consummate the Merger and the Bank Merger, subject only to adoption approval of this Agreement by its stockholders the holders of two-thirds of the outstanding Shares (the “Requisite Company Vote”), assuming for this purpose the cancellation of the Series A Preferred Stock and the Series B Preferred Stock immediately prior to the Closing or the exchange of the Series A Preferred Stock and the Series B Preferred Stock at the Effective Time, in either case in accordance with Section 4.1(b). This Agreement has been duly executed and delivered by the Company Requisite Vote, and to consummate the Merger. The affirmative vote of a majority of the voting power of all of the outstanding Shares, voting together as one class (with the Common Stock entitled to one vote for each share outstanding, the Series C Preferred Stock entitled to an aggregate of 1,926,069 votes and the Series E Preferred Stock entitled to an aggregate of 251,189 votes, in each case voting only as part of the same class as the Common Stock) (such affirmative vote, the "Company Requisite Vote"), is the only vote of the holders of any class or series of capital stock of the Company necessary to adopt, approve or authorize this Agreement, the Merger and the other transactions contemplated hereby in their capacity as stockholders of the Company. This Agreement is 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"”). (ii) The Board At a meeting duly called and held, the board of Directors directors of the Company has unanimously adopted resolutions (A) by determining that the affirmative vote of all directors voting, duly approved and declared advisable this Agreement Merger and the Bank Merger are fair to, and in the best interests of, the Company and the holders of Shares, (B) approving, and declaring to be advisable, this Agreement, the Merger, the Bank Merger and the other transactions contemplated hereby; hereby and thereby and (BC) recommending that the holders of Shares vote in favor of the approval of this Agreement at the Shareholders’ Meeting (the “Company Recommendation”). The board of directors of the Company has received the opinion of its financial advisorsadvisor, Merrill Lynch & Co.Sandler X’Xxxxx and Partners, L.P., to the effect that (i) the Common Stock Merger Cxxxxxxxaxxxx to be received by the holders of Common Stock and (ii) the Preferred Stock Per Share Merger Consideration to be received by the holders of the Preferred Stock, pursuant to the Merger is fair from a financial point of view to the holders view, as of the Common Stock date of such opinion, to such holders (other than Parent and its Subsidiaries) of Shares, a copy of which opinion has been delivered to the holders Parent. The board of directors of the Preferred Stock, respectively, other than Colonial Company has taken all action so that Parent and its Affiliates; Merger Sub will not be an “affiliated shareholder” or prohibited from entering into or consummating a “business combination” with the Company (Cin each case as such term is used in Section 21.606 of Texas Law) determined that as a result of the execution of this Agreement and or the consummation of the transactions contemplated hereby are advisable and in the best interests of the holders of Shares; (D) resolved to recommend adoption of this Agreement, the Merger and the other transactions manner contemplated hereby to the holders of Shares (such recommendations being the "Directors' Recommendation"); and (E) directed that this Agreement be submitted to the holders of Shares for their adoptionhereby.

Corporate Authority; Approval and Fairness. (i) The Company has all requisite corporate power and authority and has taken all corporate action necessary in order to execute, deliver and perform its obligations under this Agreement, subject only to adoption of this Agreement by its stockholders by and the Company Requisite Vote, Stock Option Agreement and to consummate the Merger. The affirmative vote , subject only to approval of the Merger by the holders of at least a majority of the outstanding Common Shares voting power of all separately as a class (the "Company Common Stock Requisite Vote") and two-thirds of the outstanding Shares, Preferred Shares voting together separately as one a class (the "Company Preferred Stock Requisite Vote" and, together with the Company Common Stock entitled to one vote for each share outstanding, the Series C Preferred Stock entitled to an aggregate of 1,926,069 votes and the Series E Preferred Stock entitled to an aggregate of 251,189 votes, in each case voting only as part of the same class as the Common Stock) (such affirmative voteRequisite Vote, the "Company Requisite Vote"), is the only vote of the holders of any class or series of capital stock of the Company necessary to adopt, approve or authorize this Agreement, the Merger and the other transactions contemplated hereby in their capacity as stockholders of the Company. This Agreement is a and the Stock Option Agreement are the 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"). (ii) The Board board of Directors directors of the Company has (A) by has declared that the affirmative vote of all directors votingAgreement, duly approved and declared advisable this Agreement and the Stock Option Agreement, the Tender Offer, the Merger and the other transactions contemplated hereby; hereby and thereby are advisable and in the best interests of the Company, (B) has authorized, approved and adopted in all respects the Agreement, the Stock Option Agreement, the Tender Offer, the Merger and the other transactions contemplated hereby and thereby, and (C) has received the opinion of its financial advisors, Merrill Lynch & Co.Saloxxx Xxxxx Xxxnxx Xxx., to the effect that (i) the Common Stock Merger Cxxxxxxxaxxxx to be received by the holders of Common Stock and (ii) the Preferred Stock Merger Consideration consideration to be received by the holders of the Preferred StockShares in the Tender Offer and the Merger, pursuant to the Merger taken together, is fair from a financial point of view to the holders of the Common Stock and to the holders of the Preferred Stock, respectively, other than Colonial and its Affiliates; (C) determined that this Agreement and the transactions contemplated hereby are advisable and in the best interests of the holders of Shares; (D) resolved to recommend adoption of this Agreement, the Merger and the other transactions contemplated hereby to the holders of Shares (such recommendations being the "Directors' Recommendation"); and (E) directed that this Agreement be submitted to the holders of Shares for their adoptionholders.

Corporate Authority; Approval and Fairness. (i) The Company has all requisite corporate power and authority and has taken all corporate action necessary in order to execute, execute and deliver and perform its obligations under this AgreementAgreement and, subject only to adoption of this Agreement by the holders of a majority of the outstanding Shares entitled to vote on such matter (the “Requisite Company Vote”), to perform its stockholders by the Company Requisite Vote, obligations under this Agreement and to consummate the Merger. The affirmative vote of a majority of the voting power of all of the outstanding Shares, voting together as one class (with the Common Stock entitled to one vote for each share outstanding, the Series C Preferred Stock entitled to an aggregate of 1,926,069 votes This Agreement has been duly executed and the Series E Preferred Stock entitled to an aggregate of 251,189 votes, in each case voting only as part of the same class as the Common Stock) (such affirmative vote, the "Company Requisite Vote"), is the only vote of the holders of any class or series of capital stock of delivered by the Company necessary to adopt, approve or authorize this Agreement, the Merger and the other transactions contemplated hereby in their capacity as stockholders of the Company. This Agreement is 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"”). (ii) The Board board of Directors directors of the Company has (A) by unanimously determined that the affirmative vote Merger is in the best interests of all directors votingthe Company and its stockholders, duly approved adopted and declared advisable this Agreement and the Merger and the other transactions contemplated hereby; (B) received the opinion of its financial advisors, Merrill Lynch & Co., to the effect that (i) the Common Stock Merger Cxxxxxxxaxxxx to be received by the holders of Common Stock hereby and (ii) the Preferred Stock Merger Consideration to be received by the holders of the Preferred Stock, pursuant to the Merger is fair from a financial point of view to the holders of the Common Stock and to the holders of the Preferred Stock, respectively, other than Colonial and its Affiliates; (C) determined that this Agreement and the transactions contemplated hereby are advisable and in the best interests of the holders of Shares; (D) resolved to recommend adoption of this Agreement, the Merger and the other transactions contemplated hereby Agreement to the holders of Shares (such recommendations being the "Directors' ”Company Recommendation"”); and , (EB) directed that this Agreement be submitted to the holders of Shares for their adoptionadoption and (C) received the opinion of its financial advisor, JPMorgan Chase Securities Inc. (“JPMorgan”), to the effect that 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. The Company has furnished Merger Sub a correct and complete copy of such opinion. The Company has obtained the authorization of JPMorgan to include a copy of its opinion in the Proxy Statement. (iii) The Requisite Company Vote is the only vote of the holders of any class or series of the capital stock of the Company or of any of the Company’s Subsidiaries necessary to adopt this Agreement, the Merger and the other transactions contemplated hereby. There are no voting trusts, proxies or similar agreements, arrangements or commitments to which the Company or any of its Subsidiaries is a party or of which the Company has Knowledge with respect to the voting of any shares of capital stock of the Company or any of its Subsidiaries, other than the Voting Agreement.

Corporate Authority; Approval and Fairness. (ia) The Company has all requisite corporate power and authority and has taken all corporate action necessary in order to execute, deliver and perform its obligations under this AgreementAgreement and each Transaction Document to which it is a party and to consummate the Transactions, subject only to adoption of this Agreement by its stockholders by the Company Requisite Vote, and to consummate the Merger. The affirmative vote of (i) a majority of the outstanding number of shares of Company Stock as of immediately prior to the Effective Time (voting power of all together as a single class on an as-converted to Company Common Stock basis) and (ii) fifty-five percent (55%) of the outstanding Shares, number of shares of Company Preferred Stock as of immediately prior to the Effective Time (voting together as one a single class (with the on an as-converted to Company Common Stock entitled to one vote for each share outstanding, the Series C Preferred Stock entitled to an aggregate of 1,926,069 votes and the Series E Preferred Stock entitled to an aggregate of 251,189 votesbasis), in each case voting only as part case, in favor of this Agreement and the same class as the Common Stock) (such affirmative vote, the "Company Requisite Vote"), is the only vote of the holders of any class or series of capital stock of the Company necessary to adopt, approve or authorize transactions contemplated by this Agreement, including the Merger and (the other transactions contemplated hereby in their capacity as stockholders of the Company“Company Stockholder Approval”). This Agreement is has been, and each Transaction Document will be, duly executed and delivered by the Company, and assuming due authorization and execution by each other party hereto and thereto, 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. (iib) The Company Board of Directors of the Company has (A) by the affirmative vote of all directors voting, duly approved and declared advisable this Agreement and the Merger and the other transactions contemplated hereby; (B) received the opinion of its financial advisors, Merrill Lynch & Co., to the effect that (i) the Common Stock Merger Cxxxxxxxaxxxx to be received by the holders of Common Stock and (ii) the Preferred Stock Merger Consideration to be received by the holders of the Preferred Stock, pursuant to determined that the Merger is fair from a financial point of view to the holders of the Common Stock and to the holders of the Preferred Stockto, respectively, other than Colonial and its Affiliates; (C) determined that this Agreement and the transactions contemplated hereby are advisable and in the best interests of of, the holders of Shares; (D) resolved to recommend adoption of Company and the Company Stockholders, approved and declared advisable this Agreement, the Merger and the other transactions contemplated hereby Transactions, and resolved to recommend adoption of this Agreement to the holders of Shares (such recommendations being the "Directors' Recommendation"); shares of Company Stock and (Eii) directed that this Agreement be submitted to the holders of Shares Company Stockholders for their adoption.

Corporate Authority; Approval and Fairness. (i) The Company has all requisite corporate power and authority and has taken all corporate action necessary in order to execute, deliver and perform its obligations under this Agreement, subject only to adoption of this Agreement by its stockholders by the Company Requisite Vote, and to consummate the Merger. The , subject only to (x) approval of this Agreement and the Merger by the affirmative vote of the holders of a majority of the voting power outstanding Shares and (y) approval of all this Agreement by the affirmative vote of the holders of at least two-thirds (2/3) of the outstanding Shares, voting together Shares which are not owned by the BPA Companies as one class (with the Common Stock entitled required pursuant to one vote for each share outstanding, the Series C Preferred Stock entitled to an aggregate of 1,926,069 votes and the Series E Preferred Stock entitled to an aggregate of 251,189 votes, in each case voting only as part Section 203(a)(3) of the same class as the Common StockDGCL ((x) and (such affirmative votey) together, the "Company Requisite Vote"), is the only vote of the holders of any class or series of capital stock of the Company necessary to adopt, approve or authorize this Agreement, the Merger and the other transactions contemplated hereby in their capacity as stockholders of the Company. This Agreement 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 laws of general applicability relating to or affecting creditors' rights and to general equity principles (the "Bankruptcy and Equity Exception"). (ii) The Board board of Directors directors of the Company has (A) by the affirmative vote of all directors voting, duly unanimously approved and declared advisable this Agreement and the Merger and the other transactions contemplated hereby; hereby and declared this Agreement to be advisable and (B) unanimously recommended that the holders of the Shares, other than the BPA Companies, vote in favor of adoption of this Agreement and authorization of the Merger contemplated hereby. The Special Committee has received the opinion opinions of its financial advisors, Merrill Lynch Xxxxxx Xxxxxxx & Co., Inc. and Xxxxxxx Xxxxx Barney Inc., each to the effect that (i) that, as of the Common Stock Merger Cxxxxxxxaxxxx to be received by date of such opinion, the holders of Common Stock and (ii) the Preferred Stock Merger Consideration consideration to be received by the holders of the Preferred Stock, pursuant to Shares in the Merger is fair from a financial point of view to such holders (other than the holders BPA Companies), copies of which opinions shall be delivered to Parent. It is agreed and understood that such opinions are solely for the benefit of the Common Stock Special Committee and to the holders of the Preferred Stockmay not be relied on by BPA, respectively, other than Colonial and its Affiliates; (C) determined that this Agreement and the transactions contemplated hereby are advisable and in the best interests of the holders of Shares; (D) resolved to recommend adoption of this Agreement, the Parent or Merger and the other transactions contemplated hereby to the holders of Shares (such recommendations being the "Directors' Recommendation"); and (E) directed that this Agreement be submitted to the holders of Shares for their adoptionSub.

Corporate Authority; Approval and Fairness. (i) The Company has all requisite corporate power and authority and has taken all corporate action necessary in order to execute, deliver and perform its obligations under this AgreementAgreement and to consummate the Transactions, in each case subject only to adoption of this Agreement by its stockholders by the Company Requisite Vote, and to consummate the Merger. The affirmative vote of the holders of a majority of the voting power outstanding shares of all of the outstanding Shares, voting together as one class (with the Common Stock entitled to one vote for each share outstanding, (the Series C Preferred Stock entitled to an aggregate of 1,926,069 votes and the Series E Preferred Stock entitled to an aggregate of 251,189 votes, in each case voting only as part of the same class as the Common Stock) (such affirmative vote, the "“Company Requisite Vote"”), is the only vote of the holders of any class or series of capital stock of the Company necessary to adopt, approve or authorize this Agreement, the Merger and the other transactions contemplated hereby in their capacity as stockholders of the Company. This Agreement is a valid and legally binding agreement obligation of the Company enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws laws of general applicability relating to or affecting creditors' ’ rights and to general equity principles (the "“Bankruptcy and Equity Exception"”). (ii) The Board At a meeting duly called and held prior to execution of Directors of this Agreement the Company has Board unanimously adopted resolutions (Aa) by the affirmative vote of all directors votingapproving, duly approved adopting and declared declaring advisable this Agreement and the Merger and the other transactions contemplated hereby; (B) received the opinion of its financial advisors, Merrill Lynch & Co., to the effect that (i) the Common Stock Merger Cxxxxxxxaxxxx to be received by the holders of Common Stock and (ii) the Preferred Stock Merger Consideration to be received by the holders of the Preferred Stock, pursuant to the Merger is fair from a financial point of view to the holders of the Common Stock and to the holders of the Preferred Stock, respectively, other than Colonial and its Affiliates; (C) determined that this Agreement and the transactions contemplated hereby are advisable and in the best interests of the holders of Shares; (D) resolved to recommend adoption of this AgreementOffer, the Merger and the other transactions contemplated hereby (collectively, the “Transactions”) and determining that the terms of the Offer, the Merger and the other Transactions are fair to and in the best interests of the Company and to the holders of the Shares (such recommendations being collectively, the "Directors' Recommendation"); “Board Approval”) and (Eb) directed recommending that this Agreement be submitted to the holders of Shares for accept the Offer, tender their adoptionShares to Merger Sub pursuant to the Offer, and adopt this Agreement (the “Board Recommendation”). Such resolutions are sufficient to cause Section 203 of the DGCL not to apply to Parent, Merger Sub, this Agreement and the Transactions. The Company has been advised by each of its directors and officers that each such Person intends to tender all Shares owned by such Person pursuant to the Offer. (iii) The Company Board has received the written opinion of its financial advisor, J.X. Xxxxxx Securities Inc. (“J.X. Xxxxxx”), dated of the date of this Agreement, to the effect that and on the basis of and subject to the matters set forth therein, as of such date that the $37.00 per Share to be received by the holders of the Shares in the Offer and the Merger is fair, from a financial point of view, to such holders. A signed copy of such opinion has been delivered to Parent.