New Jersey Business Combination Statute; Article XIII of the Certificate of Incorporation. The Board of Directors has duly adopted an irrevocable resolution as follows (the "Business Combination Exemption Resolution"): "RESOLVED, that pursuant to Sections 14A:10A-1 through 10A-6 of the New Jersey Business Corporation Act (the "NJBCA") and Article XIII of the Certificate of Incorporation ("Article XIII"), the Board of Directors of the Corporation, for the specific purpose of establishing an irrevocable exemption from Sections 14A:10A-1 through 10A-6 of the NJBCA and Article XIII, hereby approves thereunder (i) the entering into, and all of the transactions relating to and contemplated or permitted by, the Securities Purchase Agreement, between the Corporation and the Investors, including, without limitation, (A) the assignment of any rights thereunder, (B) any person or entity becoming an "interested shareholder" as defined in each of Sections 14A:10A-1 through 10A-6 of the NJBCA and Article XIII including, without limitation, the Investors, any present or future affiliates or associates of the Investors, and any assignees of the foregoing (whether individually or in another capacity) (collectively, the "Covered Persons") and (C) the transfer of any shares of common stock or other securities of the Corporation in accordance with the terms and conditions of the Securities Purchase Agreement, (ii) any transaction in which any Covered Person becomes an "interested shareholder" as defined in Sections 14A:10A-1 through 10A-6 of the NJBCA or Article XIII or acquires additional shares of common stock or other securities of the Corporation thereafter and (iii) any "business combination" as defined in Sections 14A:10A-1 through 10A-6 of the NJBCA or Article XIII involving any Covered Person, including, without limitation, the exercise of the rights afforded under Section 4.7 of the Securities Purchase Agreement."
