Common use of Authority; No Conflicts Clause in Contracts

Authority; No Conflicts. (i) Oryx has all requisite corporate power and authority to enter into this Agreement and the Stock Option Agreements and to consummate the transactions contemplated hereby and thereby, subject, in the case of the consummation of the Reverse Split and the Merger, to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by the Required Oryx Vote (as defined in Section 3.2(g)). The execution and delivery of this Agreement and the Stock Option Agreements and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Oryx, subject, in the case of the consummation of the Reverse Split and the Merger, to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by the Required Oryx Vote. Each of this Agreement and the Stock Option Agreements has been duly executed and delivered by Oryx and constitutes a valid and binding agreement of Oryx, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (ii) The execution and delivery of this Agreement and the Stock Option Agreements by Oryx does not or will not, as the case may be, and the consummation by Oryx of the Merger and the other transactions contemplated hereby and thereby will not, result in a Violation of or pursuant to: (A) any provision of the certificate of incorporation or by-laws of Oryx, or any similar organizational documents of any material Subsidiary of Oryx, or (B) except as would not reasonably be expected to have a Material Adverse Effect on Oryx, subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iii) below, any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Oryx or any Subsidiary of Oryx or their respective properties or assets. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to Oryx or any Subsidiary of Oryx in connection with the execution and delivery of this Agreement or the Stock Option Agreements by Oryx or the consummation by Oryx of the Merger and the other transactions contemplated hereby and thereby, except the Necessary Consents and such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain would not reasonably be expected to have a Material Adverse Effect on Oryx.

Authority; No Conflicts. (i) Oryx Parent has all requisite corporate power and authority to enter into this Agreement and the Stock Option Agreements and to consummate the transactions Transactions contemplated hereby and thereby, subject, in the case of the consummation of the Reverse Split and the Merger, to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by the Required Oryx Vote (as defined in Section 3.2(g))hereby. The execution and delivery of this Agreement and the Stock Option Agreements and the consummation of the transactions Transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Oryx, subject, in the case of the consummation of the Reverse Split and the Merger, to the approval of the Reverse Split and the adoption of this Parent. This Agreement by the stockholders of Oryx by the Required Oryx Vote. Each of this Agreement and the Stock Option Agreements has been duly executed and delivered by Oryx Parent and constitutes a valid and binding agreement of OryxParent, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally or generally, by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (ii) The execution and delivery of this Agreement and the Stock Option Agreements by Oryx does not or will not, as the case may be, and the consummation by Oryx of the Merger and the other transactions Transactions contemplated hereby and thereby will not, conflict with, or result in a Violation of or pursuant to: (A) any provision of the certificate of incorporation or by-laws bylaws of Oryx, Parent or any similar organizational documents of any material Subsidiary of OryxParent, or (B) except as would not reasonably be expected to have not, individually or in the aggregate, constitute a Parent Material Adverse Effect on Oryxand, subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iii) below, any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Oryx Parent or any Subsidiary of Oryx Parent or their respective properties or assets. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to Oryx Parent or any Subsidiary of Oryx Parent in connection with the execution and delivery of this Agreement or the Stock Option Agreements by Oryx Parent or the consummation by Oryx of the Merger and the other transactions Transactions contemplated hereby and therebyhereby, except for the Necessary Required Consents and such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain would not reasonably be expected to have not, individually or in the aggregate, constitute a Parent Material Adverse Effect on OryxEffect.

Authority; No Conflicts. (i) Oryx Company has all requisite corporate power and authority to enter into this Agreement and the Stock Option Agreements and to consummate the transactions contemplated hereby and therebyhereby, subject, in the case of the consummation of the Reverse Split and the Merger, subject to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by the Required Oryx Company Vote (as defined in Section 3.2(g)). The execution and delivery of this Agreement and the Stock Option Agreements and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of OryxCompany, subject, in the case of the consummation of the Reverse Split and the Merger, subject to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by the Required Oryx Vote. Each of this Agreement Company Vote and the Stock Option Agreements filing of the Certificate of Merger with the Secretary of State of Delaware under the DGCL. This Agreement has been duly executed and delivered by Oryx and Company and, assuming that this Agreement constitutes a valid and binding agreement of OryxPurchaser and Merger Sub, constitutes a valid and binding agreement of Company, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws Laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at lawLaw). (ii) The execution and delivery of this Agreement and the Stock Option Agreements by Oryx Company does not or will not, as the case may be, and the consummation by Oryx Company of the Merger and the other transactions contemplated hereby and thereby will not, conflict with, or result in a Violation of or pursuant to: (A) any provision of the certificate of incorporation or by-laws bylaws of Oryx, Company or any similar organizational documents of any material Subsidiary of Oryx, its Subsidiaries or (B) except as would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect on OryxCompany, and subject to obtaining or making the consentsConsents, approvals, orders, authorizations, registrations, declarations Orders and filings Filings referred to in paragraph (iii) below, any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule Order or regulation Law applicable to Oryx Company or any Subsidiary of Oryx its material Subsidiaries or their respective properties or assets. (iii) No consent, approval, order Consent or authorization Order of, or registration, declaration or filing Filing with, any Governmental Entity or expiry of any related waiting period is required by or with respect to Oryx Company or any Subsidiary of Oryx its Subsidiaries in connection with the execution and delivery of this Agreement or the Stock Option Agreements by Oryx Company or the consummation by Oryx of the Merger and the other transactions contemplated hereby and therebyhereby, except for those required under or in relation to (A) the Necessary HSR Act; (B) the Blue Sky Laws; (C) the Exchange Act; (D) the DGCL with respect to the filing of the Certificate of Merger; (E) rules and regulations of the NYSE; (F) the Healthcare Regulatory Approvals; and (G) such Consents or Orders of, and such consents, approvals, orders, authorizations, registrations, declarations Filings with any Governmental Entity and filings expiry of waiting periods the failure of which to make or obtain or expire would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect on OryxCompany.

Authority; No Conflicts. (i) Oryx Cigna has all requisite corporate power and authority to enter into this Agreement and the Stock Option Agreements and to consummate the transactions contemplated hereby and therebyhereby, subject, in the case of the consummation of the Reverse Split and the Merger, subject to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by the Required Oryx Cigna Vote (as defined in Section 3.2(g))) in the case of the Merger. The execution and delivery of this Agreement and the Stock Option Agreements and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of OryxCigna, subject, subject in the case of the consummation of the Reverse Split and the Merger, Merger to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by the Required Oryx Cigna Vote. Each of this This Agreement and the Stock Option Agreements has been duly executed and delivered by Oryx and Cigna and, assuming that this Agreement constitutes a valid and binding agreement of OryxAnthem and Merger Sub, constitutes a valid and binding agreement of Cigna, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law)) or by an implied covenant of good faith and fair dealing. (ii) The execution and delivery of this Agreement and the Stock Option Agreements by Oryx Cigna does not or will not, as the case may be, and the consummation by Oryx Cigna of the Merger and the other transactions contemplated hereby and thereby will not, conflict with, or result in a Violation of or pursuant to: (A) any provision of the certificate of incorporation or by-laws bylaws or equivalent organizational document of Oryx, Cigna or any similar organizational documents of any material Subsidiary of Oryx, Cigna or (B) except as would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect on OryxCigna, and subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iii) belowSection 3.2(c)(iii), any loan or credit agreement, security agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, contract, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Oryx Cigna or any material Subsidiary of Oryx Cigna or their respective properties or assets. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity or expiry of any related waiting period is required by or with respect to Oryx Cigna or any material Subsidiary of Oryx Cigna in connection with the execution and delivery of this Agreement or the Stock Option Agreements by Oryx Cigna or the consummation by Oryx of the Merger and the other transactions contemplated hereby and therebyhereby, except for the Necessary Consents and such consents, approvals, orders, authorizations, registrations, declarations declarations, licenses and filings and expiry of waiting periods the failure of which to make or obtain obtain, or expire, as the case may be, would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect on OryxCigna.

Authority; No Conflicts. (ia) Oryx Subject to required regulatory and shareholder approvals, each of the Buyer and the Buyer Bank has all requisite the corporate power and authority necessary to enter into execute, deliver and perform its obligations under this Agreement and the Stock Option Agreements and to consummate the transactions contemplated hereby and thereby, subject, in the case of the consummation of the Reverse Split and the Merger, to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by the Required Oryx Vote (as defined in Section 3.2(g))hereby. The execution and delivery of and performance of its obligations under this Agreement and the Stock Option Agreements other documents contemplated hereby, and the consummation of the transactions contemplated hereby and thereby herein, including the Mergers, have been duly and validly authorized by all necessary corporate action (and by Closing, all such shareholder action) in respect thereof on the part of Oryx, subject, in the case each of the consummation Buyer and the Buyer Bank. This Agreement represents a legal, valid, and binding obligation of each of the Reverse Split Buyer and the Merger, to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by the Required Oryx Vote. Each of this Agreement and the Stock Option Agreements has been duly executed and delivered by Oryx and constitutes a valid and binding agreement of OryxBuyer Bank, enforceable against it in accordance with its terms, terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting the enforcement of creditors' rights generally and similar laws relating except that the availability of specific performance, injunctive relief and other equitable remedies is subject to or affecting creditors generally or by general equity principles (regardless the discretion of whether such enforceability is considered in a the court before which any proceeding in equity or at lawmay be brought). (iib) The Neither the execution and delivery of this Agreement and by the Stock Option Agreements by Oryx does not Buyer or will notthe Buyer Bank, as the case may be, and nor the consummation by Oryx the Buyer and the Buyer Bank of the Merger and the other transactions contemplated hereby and thereby hereby, nor compliance by the Buyer or the Buyer Bank with any of the provisions hereof will not, (i) conflict with or result in a Violation breach of or pursuant to: (A) any provision of the certificate Buyer's or the Buyer Bank's articles of incorporation or by-laws of Oryx, or any similar organizational documents of any material Subsidiary of Oryxbylaws, or (Bii) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of the Buyer or any of its subsidiaries under, any Contract or Permit of the Buyer or any of its subsidiaries, except as would could not reasonably be expected to have a Material Adverse Effect on Oryxthe Buyer, or (iii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings requisite Consents referred to in paragraph (iiiSECTION 9.1(B) belowof this Agreement, violate any loan Law or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation Order applicable to Oryx the Buyer or the Buyer Bank or any Subsidiary of Oryx or their respective properties or assetsAssets. (iiic) No consentOther than in connection or compliance with the provisions of the Securities Laws and banking Regulatory Authorities, approvalno notice to, order or authorization of, or registration, declaration or filing with, or Consent of, any Governmental Entity Authority is required by or with respect to Oryx or any Subsidiary of Oryx in connection with the execution and delivery of this Agreement or the Stock Option Agreements by Oryx or necessary for the consummation by Oryx the Buyer and the Buyer Bank of the Merger Mergers and the other transactions contemplated hereby and thereby, except the Necessary Consents and such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain would not reasonably be expected to have a Material Adverse Effect on Oryxin this Agreement.

Authority; No Conflicts. (i) Oryx PNU has all requisite corporate power and authority to enter into this Agreement and the Stock Option Agreements and to consummate the transactions contemplated hereby and thereby, subject, subject in the case of the consummation of the Reverse Split and the Merger, Merger to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by the Required Oryx PNU Vote (as defined in Section 3.2(g3.1(g)). The execution and delivery of this Agreement and the Stock Option Agreements and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of OryxPNU, subject, subject in the case of the consummation of the Reverse Split and the Merger, Merger to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by the Required Oryx PNU Vote. Each of this This Agreement and the Stock Option Agreements has have been duly executed and delivered by Oryx PNU and constitutes a constitute valid and binding agreement agreements of OryxPNU, enforceable against it in accordance with its their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (ii) The execution and delivery of this Agreement and the Stock Option Agreements by Oryx PNU does not or will not, as the case may be, and the consummation by Oryx PNU of the Merger and the other transactions contemplated hereby and thereby will not, conflict with, or result in any violation of, or constitute a Violation default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, amendment, cancellation or acceleration of any obligation or the loss of a material benefit under, or the creation of a lien, pledge, security interest, charge or other encumbrance on any assets (any such conflict, violation, default, right of termination, amendment, cancellation or acceleration, loss or creation, a "Violation") pursuant to: (A) any provision of the certificate of incorporation or by-laws of OryxPNU, or any similar organizational documents of any material Significant Subsidiary of Oryx, PNU or (B) except as would not reasonably be expected to have a Material Adverse Effect on OryxPNU or, to the Knowledge of PNU, Newco following the Merger, subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to Necessary Consents (as defined in paragraph (iii) below), any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or similar arrangement or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Oryx or PNU, any Subsidiary of Oryx PNU or their respective properties or assets. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, any supranational, national, state, municipal, local or foreign government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority (a "Governmental Entity Entity"), is required by or with respect to Oryx PNU or any Subsidiary of Oryx PNU in connection with the execution and delivery of this Agreement or and the Stock Option Agreements by Oryx PNU or the consummation by Oryx of the Merger and the other transactions contemplated hereby and thereby, except for those required under or in relation to (A) the Necessary Consents ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (B) state securities or "blue sky" laws (the "Blue Sky Laws"), (C) the Securities Act, (D) the Exchange Act, (E) the DGCL with respect to the filing of the Certificate of Merger, (F) rules and regulations of the NYSE or the Stockholm Stock Exchange, (G) antitrust or other competition laws of other jurisdictions, and (H) such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain would not reasonably be expected to have a Material Adverse Effect on OryxPNU. Consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to any of the foregoing clauses (A) through (G) are hereinafter referred to as "Necessary Consents".

Authority; No Conflicts. (i) Oryx The Company has all requisite corporate power and authority to enter into execute and deliver this Agreement and the Stock Option Agreements and to consummate the transactions contemplated hereby and therebyAgreement and, subject, in the case of the consummation of the Reverse Split and the MergerMerger only, to the approval of the Reverse Split and the adoption of this Agreement by the stockholders Required Company Vote, to consummate the transactions contemplated hereby and thereby (which shall include, for all purposes hereunder, without limitation, the making and consummation of Oryx by the Required Oryx Vote Tender Offer (as defined in Section 3.2(gherein) and all transactions contemplated thereby, the making of the Deposit (as defined herein) and the execution, delivery and performance of the Supplemental Indenture (as defined herein)). The execution execution, delivery and delivery performance of this Agreement and the Stock Option Agreements Agreement and the consummation of the transactions contemplated hereby and thereby have been duly authorized by the unanimous vote of the Board of Directors of the Company (at a meeting duly called and a quorum being present) and all necessary corporate action on the part of Oryxthe Company, subject, in the case of the consummation of the Reverse Split and the MergerMerger only, to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by the Required Oryx Company Vote. Each of this This Agreement and the Stock Option Agreements has been duly executed and delivered by Oryx the Company and constitutes a the legal, valid and binding agreement obligation of Oryxthe Company, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally or generally, by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law)) or by an implied covenant of good faith and fair dealing. The Board of Directors of the Company has (i) unanimously approved and adopted this Agreement, the Option Agreement and the transactions contemplated hereby and thereby and has declared that the Merger and this Agreement and the other transactions contemplated hereby are advisable and in the best interests of the Company and its shareholders and (ii) unanimously taken all action necessary to render inapplicable to the transactions contemplated by this Agreement, by the Option Agreement and by the Voting Agreement, the provisions of Article VII of the Company's Articles of Incorporation and any state anti-takeover or similar law, including any such law relating to the voting of shares or a moratorium on the consummation of any business combination. The Board of Directors of the Company has directed that this Agreement and the transactions contemplated hereby be submitted to the holders of the Company Common Stock to obtain the Required Company Vote and, subject to the terms hereof, has unanimously recommended that such holders vote for approval and adoption of this Agreement and the transactions contemplated hereby. Neither Article 9 nor Article 9A of Chapter 55 of the General Statutes of North Carolina apply to the Company. (ii) The Except as set forth in Schedule 3.1(c)(ii), the execution and delivery of this Agreement, the Option Agreement and or the Stock Option Voting Agreements by Oryx does not or will not, as the case may be, and the consummation by Oryx of the Merger and the other transactions contemplated hereby and thereby will not, conflict with, require any filing, waiver, permit, approval or consent under, or result in any violation of, or constitute a Violation default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, amendment, cancellation or acceleration of any obligation or the loss of a material benefit under, or the creation of a lien, pledge, security interest, charge or other encumbrance on any assets (any such conflict, requirement, violation, default, right of termination, amendment, cancellation or acceleration, loss or creation, a "Violation") pursuant to: (A) any provision of the certificate Organizational Documents of incorporation or by-laws of Oryx, the Company or any similar organizational documents of any material Subsidiary of Oryx, or its Subsidiaries and (B) except as would not reasonably be expected to have a Material Adverse Effect on Oryx, subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iii) below, (x) any loan Company Material Contract (other than any cell site lease) except any such Violations, which individually or credit agreementin the aggregate are not material, noteor (y) any other contract, mortgage, bond, indenture, lease, benefit plan agreement or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable binding obligation to Oryx which the Company or any Subsidiary is a party or to which any of Oryx its or their respective properties assets are bound, except as could not, individually or assetsin the aggregate together with any violations pursuant to any Company Material Contract, be reasonably expected to result in a Material Adverse Effect on the Company. (iii) No consent, waiver, permit, approval, order or authorization of, or registration, declaration or filing with, any supranational, national, state, municipal or local government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority (a "Governmental Entity Entity") is required by or with respect to Oryx the Company or any Subsidiary of Oryx its Subsidiaries in connection with the execution and delivery of this Agreement or the Stock Option Agreements Agreement by Oryx the Company or the consummation by Oryx the Company of the Merger and the other transactions contemplated hereby and or thereby, except for (x) those required under or in relation to (A) the Necessary Consents ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (B) the Communications Act of 1934, as amended (the "Communications Act"), and any rules and regulations promulgated by the Federal Communications Commission ("FCC"), (C) state securities or "blue sky" laws, (D) the Securities Act of 1933, as amended (the "Securities Act"), (E) the Securities Exchange Act of 1934, as amended ("Exchange Act"), (F) the NCBCA with respect to the filing and recordation of appropriate documents to effect the Merger, (G) the Public Utilities Commission of Ohio, Public Competitive Telecommunications Service Provider, 563 Registration Form, (H) rules and regulations of any state public service or utility commissions or similar state regulatory bodies, (I) rules and regulations of the NYSE or Nasdaq National Market ("Nasdaq"), and (J) antitrust or other competition laws of other jurisdictions, and (y) such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain would obtain, excluding those which, prior to the Effective Time, have been made or obtained, could not reasonably be expected to have a Material Adverse Effect on Oryxthe Company. (iv) Upon execution and delivery by the Company and the Trustee under the Indenture (the "Trustee") of the Supplemental Indenture in accordance with the Tender Offer, the Majority Covenants (as defined herein) will not apply to the Company or any of its affiliates. The Company has reviewed the Supplemental Indenture with its counsel, the Trustee and such Trustee's counsel, and is aware of no reason that, assuming receipt of the Requisite Consents (as defined herein), the Supplemental Indenture would not be executed by the Trustee.

Authority; No Conflicts. (i) Oryx Monsanto has all requisite corporate power and authority to enter into this Agreement and the Stock Option Agreements and to consummate the transactions contemplated hereby and therebyhereby, subject, subject in the case of the consummation of the Reverse Split and the Merger, Merger to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by the Required Oryx Monsanto Vote (as defined in Section 3.2(g)). The execution and delivery of this Agreement and the Stock Option Agreements and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of OryxMonsanto, subject, subject in the case of the consummation of the Reverse Split and the Merger, Merger to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by the Required Oryx Monsanto Vote. Each of this This Agreement and the Stock Option Agreements has been duly executed and delivered by Oryx Monsanto and constitutes a valid and binding agreement of OryxMonsanto, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally or generally, by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (ii) The execution and delivery of this Agreement and the Stock Option Agreements by Oryx Monsanto does not or will not, as the case may be, and the consummation by Oryx Monsanto of the Merger and the other transactions contemplated hereby and thereby will not, conflict with, or result in a Violation of or pursuant to: (A) any provision of the certificate of incorporation or by-laws of OryxMonsanto, or any similar organizational documents of any material Subsidiary of OryxMonsanto or, to the knowledge of Monsanto, any of its Majority Owned Affiliates or (B) except as would not reasonably be expected to have a Material Adverse Effect on OryxMonsanto or, to the knowledge of Monsanto, Newco following the Merger, subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iii) below, any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Oryx or Monsanto, any Subsidiary of Oryx Monsanto or, to the knowledge of Monsanto, any of its Majority Owned Affiliates or their respective properties or assets. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to Oryx Monsanto or any Subsidiary of Oryx Monsanto in connection with the execution and delivery of this Agreement or the Stock Option Agreements by Oryx Monsanto or the consummation by Oryx of the Merger and the other transactions contemplated hereby and therebyhereby, except the Necessary Consents and such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain would not reasonably be expected to have a Material Adverse Effect on OryxMonsanto.

Authority; No Conflicts. (ia) Oryx Armada has all requisite corporate power and authority to enter into this Agreement and the Stock Option Agreements and to consummate the transactions contemplated hereby hereby. The execution, delivery and thereby, subject, in the case of the consummation of the Reverse Split and the Merger, to the approval of the Reverse Split and the adoption performance of this Agreement by the stockholders of Oryx by the Required Oryx Vote (as defined in Section 3.2(g)). The execution and delivery of this Agreement and the Stock Option Agreements and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Oryx, subject, in the case of the consummation of the Reverse Split and the Merger, to the approval of the Reverse Split and the adoption of this Armada. This Agreement by the stockholders of Oryx by the Required Oryx Vote. Each of this Agreement and the Stock Option Agreements has been duly executed and delivered by Oryx and Armada and, assuming that this Agreement constitutes a valid and binding agreement of OryxMesa, constitutes a valid and binding agreement of Armada, enforceable against it Armada in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (iib) The execution and delivery of this Agreement and the Stock Option Agreements all other instruments and agreements to be delivered by Oryx does not or will Armada as contemplated hereby do not, as the case may be, and the consummation by Oryx of the Merger and the other transactions contemplated hereby and thereby will not, result in a Violation not (i) conflict with any of or pursuant to: (A) any provision the provisions of the certificate of incorporation or by-laws of OryxArmada, in each case as amended to the date of this Agreement, (ii) create any Lien (other than Permitted Liens) on any of the properties or assets of Armada, (iii) subject to receipt of the Armada Necessary Consents, conflict with or result in a breach of, or any similar organizational documents constitute a default under, or result in the acceleration of any material Subsidiary obligation or loss of Oryxany benefits under, any Contract or other instrument to which Armada is a party or by which any of its properties or assets are bound, or (Biv) except as subject to receipt of the Armada Necessary Consents, contravene any Applicable Law, except, in the case of clauses (ii), (iii) and (iv) above, for such Liens, conflicts, breaches, defaults, consents, approvals, authorizations, declarations, filings or notices which have not had and would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect on OryxArmada; provided, subject that, for purposes of this Section 4.3(b), the term Material Adverse Effect shall be deemed to obtaining include any event, circumstance, development, state of facts, occurrence, change or making effect that would prevent, materially impair or materially delay the consents, approvals, orders, authorizations, registrations, declarations and filings referred ability of Armada to in paragraph (iii) below, any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Oryx or any Subsidiary of Oryx or their respective properties or assetsconsummate the transactions contemplated by this Agreement. (iiic) No consent, notice, waiver, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity or Third Party or expiry of any related waiting period is required by or with respect to Oryx Armada or any Subsidiary of Oryx in connection with the execution and delivery of this Agreement or the Stock Option Agreements by Oryx Armada or the consummation by Oryx of the Merger Acquisition and the other transactions contemplated hereby and therebyhereby, except for those required under or in relation to (i) Blue Sky Laws; (ii) the Necessary Consents and Exchange Act; (iii) the Securities Act; or (iv) such consents, approvals, orders, authorizations, registrations, declarations and filings and expiry of waiting periods the failure of which to make or obtain or expire would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect on OryxArmada; and the consents of Third Parties set forth on Schedule 4.3(c) of the Armada Disclosure Letter. Consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to any of the foregoing clauses (i) through (iv) are hereinafter referred to as “Armada Necessary Consents.”

Authority; No Conflicts. (i) Oryx The Company has all requisite corporate power and corporate authority to enter into this Agreement and the Stock Option Agreements and and, subject to consummate the transactions contemplated hereby and thereby, subject, in the case of the consummation of the Reverse Split and the Merger, to the approval of the Reverse Split and the adoption of this Agreement by the stockholders requisite vote of Oryx by the Required Oryx Vote (as defined in Section 3.2(g))holders of Company Common Stock, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the Stock Option Agreements and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Oryxthe Company, subject, subject in the case of the consummation of the Reverse Split and the Merger, Merger to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by the Required Oryx Vote. Each of this Agreement and the Stock Option Agreements principal terms of the Merger by the shareholders of the Company. This Agreement has been duly executed and delivered by Oryx the Company and constitutes a valid and binding agreement of Oryxthe Company, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally or and by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (ii) At a meeting duly called and held, the Special Committee has (i) determined, in what the Special Committee believes to be good faith, that this Agreement, and the transactions contemplated hereby, including the Merger, are in the best interests of the Company’s shareholders other than Parent and its affiliates and just and reasonable to the Company under Section 310(a)(2) of the CGCL and (ii) resolved to recommend and recommended approval of this Agreement to the Board of Directors. (iii) At a meeting duly called and held, and acting on the recommendation of the Special Committee and with full disclosure of the material facts as to the Merger and after having inquired as to the interest of certain of the Company’s directors in the Merger and the transactions contemplated by this Agreement, the Board of Directors (with certain members abstaining) has (1) determined, in what the Board of Directors believes to be good faith, that this Agreement and the transactions contemplated hereby, including the Merger, are in the best interests of the Company’s shareholders, other than Parent and its affiliates, and just and reasonable as to the Company under Section 310(a)(2) of the CGCL, (2) approved and adopted this Agreement and the transactions contemplated hereby, including the Merger, in accordance with the requirements of the CGCL, and (3) subject to the provisions of Section 4.1 and 4.4(b), resolved to recommend approval and adoption of this Agreement and the Merger by the shareholders of the Company. (iv) The execution and delivery of this Agreement and the Stock Option Agreements by Oryx does not or will not, as the case may be, and the consummation by Oryx of the Merger and the other transactions contemplated hereby and thereby will not, conflict with, or result in any violation of, or constitute a Violation default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, amendment, cancellation or acceleration of any obligation or the loss of a material benefit under, or the creation of a lien, pledge, security interest, charge or other encumbrance on any assets (any such conflict, violation, default, right of termination, amendment, cancellation or acceleration, loss or creation, a “Violation”) pursuant to: (A) any provision of the certificate Organizational Documents of incorporation the Company or by-laws of Oryxthe Company Subsidiaries, or any similar organizational documents of any material Subsidiary of Oryx, or (B) except as would could not reasonably be expected to have a Material Adverse Effect on Oryxthe Company, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company, the Company Subsidiaries or their respective properties or assets or (C) except as could not reasonably be expected to have a Material Adverse Effect on the Company and, subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iiiv) below, any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule franchise or regulation license applicable to Oryx or any Subsidiary of Oryx the Company, the Company Subsidiaries or their respective properties or assets. (iiiv) No consent, approval, order or authorization of, or registration, declaration or filing with, any supranational, national, state, municipal or local government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof (a “Governmental Entity Entity”) is required by or with respect to Oryx the Company or any Subsidiary of Oryx the Company Subsidiaries in connection with the execution and delivery of this Agreement or by the Stock Option Agreements by Oryx Company or the consummation by Oryx the Company of the Merger and the other transactions contemplated hereby and therebyhereby, except for (x) those required under or in relation to (A) the Necessary Consents H▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the “HSR Act”), (B) the Securities Act of 1933, as amended (the “Securities Act”), (C) the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (D) the CGCL with respect to the filing and recordation of appropriate merger or other documents, (E) rules and regulations of the Nasdaq National Market (“Nasdaq”), and (F) antitrust or other competition laws of other jurisdictions, and (y) such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain would could not reasonably be expected to have a Material Adverse Effect on Oryxthe Company.

Authority; No Conflicts. (i) Oryx Agouron has all requisite corporate power and authority to enter into this Agreement and the Stock Option Agreements Agreement and to consummate the transactions contemplated hereby and thereby, subject, subject in the case of the consummation of the Reverse Split and the Merger, Merger to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by the Required Oryx Agouron Vote (as defined in Section 3.2(g)). The execution and delivery of this Agreement and the Stock Option Agreements Agreement and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of OryxAgouron, subject, subject in the case of the consummation of the Reverse Split and the Merger, Merger to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by the Required Oryx Agouron Vote. Each of this Agreement and the Stock Option Agreements Agreement has been duly executed and delivered by Oryx Agouron and constitutes a valid and binding agreement of OryxAgouron, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law)) or by an implied covenant of good faith and fair dealing. (ii) The execution and delivery of this Agreement and the Stock Option Agreements Agreement by Oryx Agouron does not or will not, as the case may be, and the consummation by Oryx Agouron of the Merger and the other transactions contemplated hereby and thereby will not, conflict with, or result in a Violation of or pursuant to: (A) any provision of the certificate of incorporation or by-laws of Oryx, Agouron or any similar organizational documents of any material Subsidiary of Oryx, Agouron or (B) except as would not reasonably be expected to have a Material Adverse Effect on OryxAgouron, subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iii) below, any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Oryx Agouron or any Subsidiary of Oryx Agouron or their respective properties or assets. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to Oryx Agouron or any Subsidiary of Oryx Agouron in connection with the execution and delivery of this Agreement or the Stock Option Agreements Agreement by Oryx Agouron or the consummation by Oryx of the Merger and the other transactions contemplated hereby and therebyhereby, except the Necessary Consents and such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain would not reasonably be expected to have a Material Adverse Effect on OryxAgouron.

Authority; No Conflicts. (i) Oryx Parent has all requisite corporate power and authority to enter into this Agreement and the Stock Option Agreements and to consummate the transactions contemplated hereby and thereby, subject, in the case of the consummation of the Reverse Split and the Merger, to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by the Required Oryx Vote (as defined in Section 3.2(g))hereby. The execution and delivery of this Agreement and the Stock Option Agreements and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Oryx, subject, in the case of the consummation of the Reverse Split and the Merger, to the approval of the Reverse Split and the adoption of this Parent. This Agreement by the stockholders of Oryx by the Required Oryx Vote. Each of this Agreement and the Stock Option Agreements has been duly executed and delivered by Oryx Parent and constitutes a valid and binding agreement of OryxParent, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors generally generally, or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (ii) The execution and delivery of this Agreement and the Stock Option Agreements by Oryx does not or will not, as the case may be, and the consummation by Oryx of the Merger and the other transactions contemplated hereby and thereby will not, result in a any Violation of or pursuant toof: (A) any provision of the certificate Organizational Documents of incorporation or by-laws of Oryx, or any similar organizational documents of any material Subsidiary of Oryx, Parent or (B) except as would could not reasonably be expected to have a Material Adverse Effect on Oryx, Parent and subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iii) below, any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Oryx Parent or any Subsidiary of Oryx or their its respective properties or assets. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to Oryx or any Subsidiary of Oryx Parent in connection with the execution and delivery of this Agreement or the Stock Option Agreements by Oryx Parent or the consummation by Oryx Parent of the Merger and the other transactions contemplated hereby and therebyhereby, except for (A) the Necessary Consents consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to clause (x) of Section 2.1(c)(v) and (B) such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain would could not reasonably be expected to have a Material Adverse Effect on OryxParent or impair or delay the ability of Parent to consummate the transactions contemplated hereby.

Authority; No Conflicts. (i) Oryx Each of Parent and Merger Sub has all requisite corporate power and authority to enter into this Agreement and the Stock Option Agreements and to consummate the transactions contemplated hereby and thereby, subject, in the case of the consummation of the Reverse Split and the Merger, to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by the Required Oryx Vote (as defined in Section 3.2(g))hereby. The execution and delivery of this Agreement and the Stock Option Agreements and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Oryx, subject, in the case each of the consummation of the Reverse Split Parent and the Merger, to the approval of the Reverse Split and the adoption of this Merger Sub. This Agreement by the stockholders of Oryx by the Required Oryx Vote. Each of this Agreement and the Stock Option Agreements has been duly executed and delivered by Oryx each of Parent and Merger Sub and constitutes a valid and binding agreement of Oryxeach of Parent and Merger Sub, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors generally generally, or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (ii) The execution and delivery of this Agreement and the Stock Option Agreements by Oryx does not or will not, as the case may be, and the consummation by Oryx of the Merger and the other transactions contemplated hereby and thereby will not, result in a any Violation of or pursuant toof: (A) any provision of the certificate Organizational Documents of incorporation either Parent or by-laws of Oryx, or any similar organizational documents of any material Subsidiary of Oryx, Merger Sub or (B) except as would could not reasonably be expected to have a Material Adverse Effect on Oryxeither Parent or Merger Sub, and subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iii) below, any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Oryx either Parent or any Subsidiary of Oryx Merger Sub or their respective properties or assets. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to Oryx either Parent or any Subsidiary of Oryx Merger Sub in connection with the execution and delivery of this Agreement or the Stock Option Agreements by Oryx Parent and Merger Sub or the consummation by Oryx Parent and Merger Sub of the Merger and the other transactions contemplated hereby and therebyhereby, except for (A) the Necessary Required Consents set forth in Section 3.1(c)(iii) and (B) such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain would could not reasonably be expected to have a Material Adverse Effect on Oryxeither Parent or Merger Sub.

Authority; No Conflicts. (i) Oryx ShowCase has all requisite corporate power and authority to enter into this Agreement and the Stock Option Agreements and to consummate the transactions contemplated hereby and therebyhereby, subject, subject in the case of the consummation of the Reverse Split and the Merger, Merger to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by the Required Oryx ShowCase Vote (as defined in Section 3.2(g3.2 (g)). The execution and delivery of this Agreement and the Stock Option Agreements and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of OryxShowCase, subject, subject in the case of the consummation of the Reverse Split and the Merger, Merger to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by the Required Oryx ShowCase Vote. Each of this This Agreement and the Stock Option Agreements has been duly executed and delivered by Oryx ShowCase and constitutes a valid and binding agreement of OryxShowCase, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (ii) The execution and delivery of this Agreement and the Stock Option Agreements by Oryx ShowCase does not or will not, as the case may be, and the consummation by Oryx ShowCase of the Merger and the other transactions contemplated hereby and thereby will not, conflict with, or result in a Violation of or pursuant to: (A) any provision of the certificate of incorporation or by-laws bylaws of Oryx, ShowCase or any similar organizational documents of any material Subsidiary of Oryx, ShowCase or (B) except as as, in the aggregate, would not reasonably be expected to have a Material Adverse Effect on OryxShowCase or, subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iii) below, any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Oryx ShowCase or any Subsidiary of Oryx ShowCase or their respective properties or assets. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to Oryx ShowCase or any Subsidiary of Oryx ShowCase in connection with the execution and delivery of this Agreement or the Stock Option Agreements by Oryx ShowCase or the consummation by Oryx of the Merger and the other transactions contemplated hereby and therebyhereby, except the Necessary Consents and such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain obtain, in the aggregate, would not reasonably be expected to have a Material Adverse Effect on OryxShowCase.

Authority; No Conflicts. (i) Oryx Regis has all requisite corporate power and authority to enter into this Agreement and the Stock Option Transaction Agreements with respect to which Regis is contemplated thereby to be a party and to consummate the transactions contemplated hereby and thereby, subject, in the case of the consummation of the Reverse Split and the Merger, subject to the approval by the holders of Regis Common Stock of the Reverse Split issuance of additional shares of Regis Common Stock in connection with the Merger (the “Regis Share Issuance”) and the adoption amendment of this Agreement by the stockholders Articles of Oryx Incorporation of Regis as set forth in Exhibit E (the “Regis Charter Amendment”) by the Required Oryx Regis Share Issuance Vote (as defined in Section 3.2(g))and the Required Regis Charter Vote, respectively. The execution and delivery of this Agreement and the Stock Option Transaction Agreements with respect to which Regis is contemplated thereby to be a party by Regis and the consummation by Regis of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of OryxRegis, subject, in the case of the consummation of the Reverse Split and the Merger, subject to the approval of the Reverse Split Regis Share Issuance and the adoption of this Agreement by the stockholders of Oryx Regis Charter Amendment by the Required Oryx Vote. Each of this Agreement Regis Share Issuance Vote and the Stock Option Required Regis Charter Vote, respectively. This Agreement has been, and the Transaction Agreements has been with respect to which Regis is contemplated thereby to be a party will be, duly executed and delivered by Oryx Regis and, assuming the due authorization and valid execution and delivery of this Agreement or the applicable Transaction Agreement with respect to which Regis is contemplated thereby to be a party by the other parties hereto and thereto, as applicable, constitutes or will constitute a valid and binding agreement of OryxRegis, enforceable against it Regis in accordance with its their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and similar laws Applicable Laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (ii) Merger Sub has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Merger Sub and the Stock Option Agreements consummation by Oryx does not Merger Sub of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Merger Sub subject to further action by Regis as the sole stockholder of Merger Sub to adopt this Agreement and approve the Merger. The Board of Directors of Merger Sub has approved this Agreement and the Merger and resolved to recommend this Agreement and the Merger to its sole stockholder for approval. This Agreement has been duly executed and delivered by Merger Sub and, assuming the due authorization and valid execution and delivery of this Agreement by the other parties hereto, constitutes a valid and binding agreement of Merger Sub, enforceable against Merger Sub in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and similar Applicable Laws relating to or will notaffecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (iii) Subco has all requisite limited liability company power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Subco and the consummation by Subco of the transactions contemplated hereby have been duly authorized by all necessary limited liability company action on the part of Subco. Regis, as the case sole member of Subco, has approved this Agreement, the Merger and the Subsequent Merger. This Agreement has been duly executed and delivered by Subco and, assuming the due authorization and valid execution and delivery of this Agreement by the other parties hereto, constitutes a valid and binding agreement of Subco, enforceable against Subco in accordance with its terms, except as such enforceability may bebe limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and similar Applicable Laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (iv) The execution and delivery of this Agreement by Regis, Merger Sub and Subco does not, the execution and delivery by Regis of the Transaction Agreements with respect to which Regis is contemplated thereby to be a party will not, and the consummation by Oryx Merger Sub of the Merger and the consummation by Regis, Merger Sub and Subco of the other transactions contemplated hereby and thereby will not, conflict with, or result in any breach or violation of, or constitute a Violation default (with or without notice or lapse of time, or both) under, or give rise to a right of or pursuant toresult by its terms in the termination, amendment, cancellation or acceleration of any obligation or the loss of a benefit under, or the creation of a Lien, charge, “put” or “call” right or other encumbrance on, or the loss of, any assets (any such conflict, breach, violation, default, right of termination, amendment, cancellation or acceleration, loss or creation, a “Violation”) (with or without notice or lapse of time, or both) under: (A) any provision of the certificate Articles of incorporation Incorporation or byBy-laws of Oryx, or any similar organizational documents of Regis, Merger Sub, Subco or any material Significant Subsidiary of Oryx, Regis or (B) except as as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on OryxRegis, subject to obtaining or making the consentsRegis Necessary Consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iii1) below, any loan or credit agreement, note, instrument, mortgage, bond, indenture, leaseindenture real estate or other lease or sublease, benefit plan plan, license, sublicense, memorandum of understanding, sales order, purchase order, open bid or other agreementcontract, agreement or obligation, instrumentin each case, including all amendments, modifications and supplements thereto and waivers and consents thereunder (a “Contract”) to which Regis or any of its Subsidiaries is a party or by which any of them or any of their respective properties or assets is bound or (2) any permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Oryx Regis or any Subsidiary of Oryx Regis or their respective properties or assets. (iiiv) The execution, delivery and performance by Merger Sub of this Agreement and the consummation by Merger Sub of the transactions contemplated hereby will not contravene or conflict with the Certificate of Incorporation or By-laws of Merger Sub. The execution, delivery and performance by Subco of this Agreement and the consummation by Subco of the transactions contemplated hereby will not contravene or conflict with the Certificate of Formation or other governing documents (if any) of Subco. (vi) No consent, approval, order or authorization of, or registration, declaration or filing with, any supranational, national, federal, state, municipal, local or foreign government, any instrumentality, subdivision, court, administrative agency, board, commission or other authority thereof, any arbitral tribunal, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority (a “Governmental Entity Entity”) or any other Person is required to be obtained or made by or with respect to Oryx Regis or any Subsidiary of Oryx Regis in connection with the execution and delivery of this Agreement and the Transaction Agreements with respect to which Regis is contemplated thereby to be a party by Regis, Merger Sub or the Stock Option Agreements by Oryx Subco or the consummation by Oryx Regis, Merger Sub and Subco of the Merger and the other transactions contemplated hereby and thereby, except for those required under or in relation to (A) the Necessary Consents Required Regis Votes, (B) the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the “HSR Act”), (C) state securities or “blue sky” laws, (D) the Securities Act, (E) the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (F) the DGCL with respect to the filing of the Certificate of Merger and the certificate of merger with respect to the Subsequent Merger with the Delaware Secretary of State, (G) the Minnesota Business Corporation Act with respect to the filing of the Regis Charter Amendment with the Minnesota Secretary of State, (H) the rules and regulations of the NYSE, (I) antitrust or other competition laws of other jurisdictions and (J) such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain obtain, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on OryxRegis. Consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to any of the foregoing clauses (A) through (I) or set forth in Section 5.1(c)(vi) of the Regis Disclosure Schedule are hereinafter referred to as the “Regis Necessary Consents”.

Authority; No Conflicts. (i) Oryx ▇▇▇▇▇▇▇-▇▇▇▇▇▇ has all requisite corporate power and authority to enter into this Agreement and the Stock Option Transaction Agreements with respect to which ▇▇▇▇▇▇▇-▇▇▇▇▇▇ is contemplated thereby to be a party and to consummate the transactions contemplated hereby and thereby, subject, subject to the further action of the Board of Directors of ▇▇▇▇▇▇▇-▇▇▇▇▇▇ to establish the ▇▇▇▇▇▇▇-▇▇▇▇▇▇ Record Date and the Distribution Date and provided that the effectiveness of the declaration of the Distribution by the Board of Directors of ▇▇▇▇▇▇▇-▇▇▇▇▇▇ is subject to the satisfaction of the conditions set forth in the case of the consummation of the Reverse Split and the Merger, to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by the Required Oryx Vote (as defined in Section 3.2(g))Separation Agreement. The execution and delivery of this Agreement and the Stock Option Transaction Agreements with respect to which ▇▇▇▇▇▇▇-▇▇▇▇▇▇ is contemplated thereby to be a party by ▇▇▇▇▇▇▇-▇▇▇▇▇▇ and the consummation by ▇▇▇▇▇▇▇-▇▇▇▇▇▇ of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Oryx▇▇▇▇▇▇▇-▇▇▇▇▇▇, subject, subject to the further action of the Board of Directors of ▇▇▇▇▇▇▇-▇▇▇▇▇▇ to establish the ▇▇▇▇▇▇▇-▇▇▇▇▇▇ Record Date and the Distribution Date and provided that the effectiveness of the declaration of the Distribution by the Board of Directors of ▇▇▇▇▇▇▇-▇▇▇▇▇▇ is subject to the satisfaction of the conditions set forth in the case Separation Agreement. The approval of the consummation of the Reverse Split and ▇▇▇▇▇▇▇-▇▇▇▇▇▇’▇ stockholders is not required under Applicable Laws to effect the Merger, to the approval Distribution or any of the Reverse Split other transactions contemplated by this Agreement or any Transaction Agreement (it being understood and agreed that notwithstanding the foregoing, the parties have agreed to make it a condition to their respective obligations to effect the Merger that the ▇▇▇▇▇▇▇-▇▇▇▇▇▇ Transaction Approval has been obtained). This Agreement has been, and the adoption of this Agreement Transaction Agreements with respect to which ▇▇▇▇▇▇▇-▇▇▇▇▇▇ is contemplated thereby to be a party will be, duly executed and delivered by ▇▇▇▇▇▇▇-▇▇▇▇▇▇ and, assuming the stockholders of Oryx by the Required Oryx Vote. Each due authorization and valid execution and delivery of this Agreement and the Stock Option Transaction Agreements has been duly executed with respect to which ▇▇▇▇▇▇▇-▇▇▇▇▇▇ is contemplated thereby to be a party by the other parties hereto and delivered by Oryx and constitutes a thereto, as applicable (other than Spinco), constitute or will constitute valid and binding agreement agreements of Oryx▇▇▇▇▇▇▇-▇▇▇▇▇▇, enforceable against it ▇▇▇▇▇▇▇-▇▇▇▇▇▇ in accordance with its their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and similar laws Applicable Laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (ii) The execution and delivery by ▇▇▇▇▇▇▇-▇▇▇▇▇▇ of this Agreement does not, the execution and delivery by ▇▇▇▇▇▇▇-▇▇▇▇▇▇ of the Stock Option Transaction Agreements by Oryx does not or with respect to which ▇▇▇▇▇▇▇-▇▇▇▇▇▇ is contemplated thereby to be a party will not, as the case may be, and the consummation by Oryx ▇▇▇▇▇▇▇-▇▇▇▇▇▇ of the Merger Distribution and the other transactions contemplated hereby and thereby will not, not result in a Violation (with or without notice or lapse of time, or pursuant toboth) under: (A) any provision of the certificate Certificate of incorporation Incorporation or byBy-laws of Oryx, or any similar organizational documents of any material Subsidiary of Oryx, ▇▇▇▇▇▇▇-▇▇▇▇▇▇ or (B) except as as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on OryxSpinco, or to have a material adverse effect on the ability of ▇▇▇▇▇▇▇-▇▇▇▇▇▇ to consummate the Distribution and the other transactions contemplated by the Transaction Agreements, subject to obtaining or making the consents▇▇▇▇▇▇▇-▇▇▇▇▇▇ Necessary Consents, approvals(1) any Contract to which ▇▇▇▇▇▇▇-▇▇▇▇▇▇, orders, authorizations, registrations, declarations and filings referred to in paragraph Spinco or any of their respective Subsidiaries is a party or by which any of their respective properties or assets is bound or (iii2) below, any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Oryx ▇▇▇▇▇▇▇-▇▇▇▇▇▇, Spinco or any Subsidiary of Oryx ▇▇▇▇▇▇▇-▇▇▇▇▇▇ or Spinco or their respective properties or assets. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity or any other Person is required to be obtained or made by or with respect to Oryx or any Subsidiary of Oryx ▇▇▇▇▇▇▇-▇▇▇▇▇▇ in connection with the execution and delivery of this Agreement or and the Stock Option Transaction Agreements with respect to which ▇▇▇▇▇▇▇-▇▇▇▇▇▇ is contemplated thereby to be a party by Oryx ▇▇▇▇▇▇▇-▇▇▇▇▇▇ or the consummation by Oryx ▇▇▇▇▇▇▇-▇▇▇▇▇▇ of the Merger Distribution and the other transactions contemplated hereby and thereby, except for those required under or in relation to (A) the Necessary Consents HSR Act, (B) state securities or “blue sky” laws, (C) the Securities Act, (D) the Exchange Act, (E) the DGCL with respect to the filing of the Certificate of Merger with the Delaware Secretary, (F) the rules and regulations of the NYSE, (G) antitrust or other competition laws of other jurisdictions, (H) further action of the Board of Directors of ▇▇▇▇▇▇▇-▇▇▇▇▇▇ to establish the ▇▇▇▇▇▇▇-▇▇▇▇▇▇ Record Date and the Distribution Date, and the effectiveness of the declaration of the Distribution by the Board of Directors of ▇▇▇▇▇▇▇-▇▇▇▇▇▇ (which is subject to the satisfaction of the conditions set forth in the Separation Agreement), further action of the Board of Directors of Spinco to establish the record date and payment date for the Spinco Dividend and the effectiveness of the declaration of the Spinco Dividend by the Board of Directors of Spinco, further action of the Board of Directors of Spinco and ▇▇▇▇▇▇▇-▇▇▇▇▇▇, as the sole stockholder of Spinco, to approve an amendment to the Certificate of Incorporation of Spinco to increase its authorized capital stock as contemplated by the Separation Agreement and the filing with and acceptance by the Secretary of State of the State of Delaware of such amendment, and (I) such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain obtain, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on OryxSpinco or to have a material adverse effect on the ability of ▇▇▇▇▇▇▇-▇▇▇▇▇▇ to consummate the Distribution and the other transactions contemplated by the Transaction Agreements. Consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to any of the foregoing clauses (A) through (H) are hereinafter referred to as the “▇▇▇▇▇▇▇-▇▇▇▇▇▇ Necessary Consents”. (iv) The Board of Directors of ▇▇▇▇▇▇▇-▇▇▇▇▇▇, by resolution duly adopted at a meeting duly called and held and, other than as provided in Section 7.5(b)(iv), not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement, the Merger and the Distribution are advisable and in the best interests of ▇▇▇▇▇▇▇-▇▇▇▇▇▇ and its stockholders and (ii) resolved to recommend to the stockholders of ▇▇▇▇▇▇▇-▇▇▇▇▇▇ that the stockholders of ▇▇▇▇▇▇▇-▇▇▇▇▇▇ approve the transactions contemplated by this Agreement. No “fair price”, “moratorium”, “control share acquisition” or other form of antitakeover statute or regulation under Delaware law or any anti-takeover provision in the Certificate of Incorporation of ▇▇▇▇▇▇▇-▇▇▇▇▇▇, By-laws of ▇▇▇▇▇▇▇-▇▇▇▇▇▇ or other similar organizational documents of ▇▇▇▇▇▇▇-▇▇▇▇▇▇ is, or at the Effective Time will be, applicable to the Merger, the Subsequent Merger or the other transactions contemplated hereby or by the Transaction Agreements.

Authority; No Conflicts. (ia) Oryx Subject to required regulatory and shareholder approvals, the Buyer has all requisite the corporate power and authority necessary to enter into execute, deliver and perform its obligations under this Agreement and the Stock Option Agreements and to consummate the transactions contemplated hereby and thereby, subject, in the case of the consummation of the Reverse Split and the Merger, hereby. Subject to the approval of required regulatory and shareholder approvals, the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by the Required Oryx Vote (as defined in Section 3.2(g)). The execution and delivery of and performance of its obligations under this Agreement and the Stock Option Agreements other documents contemplated hereby, and the consummation of the transactions contemplated hereby and thereby herein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of Oryxthe Buyer. This Agreement represents a legal, subjectvalid, in the case and binding obligation of the consummation of the Reverse Split and the Merger, to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by the Required Oryx Vote. Each of this Agreement and the Stock Option Agreements has been duly executed and delivered by Oryx and constitutes a valid and binding agreement of OryxBuyer, enforceable against it in accordance with its terms, terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting the enforcement of creditors' rights generally and similar laws relating except that the availability of specific performance, injunctive relief and other equitable remedies is subject to or affecting creditors generally or by general equity principles (regardless the discretion of whether such enforceability is considered in a the court before which any proceeding in equity or at lawmay be brought). (iib) The Neither the execution and delivery of this Agreement and by the Stock Option Agreements by Oryx does not or will notBuyer, as the case may be, and nor the consummation by Oryx the Buyer of the Merger and the other transactions contemplated hereby and thereby hereby, nor compliance by the Buyer with any of the provisions hereof will not, (i) conflict with or result in a Violation breach of or pursuant to: (A) any provision of the certificate articles of incorporation or by-laws bylaws of Oryx, the Buyer or any similar organizational documents of any material Subsidiary of Oryxits Subsidiaries, or (Bii) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of the Buyer or any of its Subsidiaries under, any Contract or Permit of the Buyer or any of its Subsidiaries, except as would could not reasonably be expected to have a Material Adverse Effect on Oryxthe Buyer, or (iii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings requisite Consents referred to in paragraph (iiiSection 8.1(b) belowof this Agreement, violate any loan Law or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation Order applicable to Oryx the Buyer or any Subsidiary of Oryx its Subsidiaries or any of their respective properties or assetsAssets. (iiic) No consentOther than in connection or compliance with the provisions of the Securities Laws and applicable banking Laws, approvalno notice to, order or authorization of, or registration, declaration or filing with, or Consent of, any Governmental Entity Authority is required by or with respect to Oryx or any Subsidiary of Oryx in connection with the execution and delivery of this Agreement or the Stock Option Agreements by Oryx or necessary for the consummation by Oryx the Buyer of the Merger and the other transactions contemplated hereby and thereby, except the Necessary Consents and such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain would not reasonably be expected to have a Material Adverse Effect on Oryxin this Agreement.

Authority; No Conflicts. (i) Oryx MCI has all requisite corporate power and authority to enter into this Agreement and the Stock Option Agreements and to consummate the transactions contemplated hereby and therebyhereby, subject, subject in the case of the consummation of the Reverse Split and the Merger, Merger to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by the Required Oryx Vote MCI Votes (as defined in Section 3.2(g3.1(f)). The execution and delivery of this Agreement and the Stock Option Agreements and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of OryxMCI, subject, subject in the case of the consummation of the Reverse Split and the Merger, Merger to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by the Required Oryx VoteMCI Votes. Each of this This Agreement and the Stock Option Agreements has been duly executed and delivered by Oryx MCI and constitutes a valid and binding agreement of OryxMCI, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally or generally, by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law)) or by an implied covenant of good faith and fair dealing. (ii) The execution and delivery of this Agreement and the Stock Option Agreements by Oryx does not or will not, as the case may be, and the consummation by Oryx of the Merger and the other transactions contemplated hereby and thereby will not, conflict with, or result in any violation of, or constitute a Violation default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, amendment, cancellation or acceleration of any obligation or the loss of a material benefit under, or the creation of a lien, pledge, security interest, charge or other encumbrance on any assets (any such conflict, violation, default, right of termination, amendment, cancellation or acceleration, loss or creation, a "Violation") pursuant to: (A) any provision of the certificate of incorporation or by-laws of Oryx, MCI or any similar organizational documents of any material Subsidiary of OryxMCI, or (B) except as would not reasonably be expected to have a Material Adverse Effect on OryxMCI and, subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iii) below, any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Oryx MCI or any Subsidiary of Oryx MCI or their respective properties or assets. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, any supranational, national, state, municipal or local government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority, including the European Union (a "Governmental Entity Entity"), is required by or with respect to Oryx MCI or any Subsidiary of Oryx MCI in connection with the execution and delivery of this Agreement or the Stock Option Agreements by Oryx MCI or the consummation by Oryx of the Merger and the other transactions contemplated hereby and therebyhereby, except for those required under or in relation to (A) the Necessary Consents Hart-Scott-Rodino Antitrust Improvemen▇▇ ▇▇▇ ▇▇ ▇▇▇▇, as amended (the "HSR Act"), and Council Regulation (EEC) No. 4064/89 ("Regulation 4064/89"), (B) the Communications Act of 1934, as amended (the "Communications Act"), and any rules, regulations, practices and policies promulgated by the Federal Communications Commission ("FCC"), (C) state securities or "blue sky" laws (the "Blue Sky Laws"), (D) the Securities Act of 1933, as amended (the "Securities Act"), (E) the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (F) the DGCL with respect to the filing of the Delaware Certificate of Merger, (G) laws, rules, regulations, practices and orders of any state public service commissions ("PUCs"), foreign telecommunications regulatory agencies or similar state or foreign regulatory bodies, (H) rules and regulations of NASDAQ, (I) antitrust or other competition laws of other jurisdictions, and (J) such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain would not reasonably be expected to have a Material Adverse Effect on OryxMCI. Consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to any of the foregoing clauses (A) through (I) are hereinafter referred to as "Required Consents."

Authority; No Conflicts. (i) Oryx The Company has all requisite corporate power and authority to enter into this Agreement and the Stock Option Agreements Agreement and to consummate the transactions contemplated hereby and thereby, subject, subject in the case of the consummation of the Reverse Split and the Merger, Merger to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by the Required Oryx Company Vote (as defined in Section 3.2(g)). The execution and delivery of this Agreement and the Stock Option Agreements Agreement and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Oryxthe Company, subject, subject in the case of the consummation of the Reverse Split and the Merger, Merger to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by the Required Oryx Company Vote. Each of this Agreement and the Stock Option Agreements Agreement has been duly executed and delivered by Oryx the Company and constitutes a valid and binding agreement of Oryxthe Company, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (ii) The execution and delivery of this Agreement and the Stock Option Agreements Agreement by Oryx the Company does not or will not, as the case may be, and the consummation by Oryx the Company of the Merger and the other transactions contemplated hereby and thereby by the Option Agreement will not, conflict with, or result in a Violation of or pursuant to: (A) any provision of the certificate of incorporation or by-laws bylaws of Oryx, the Company or any similar organizational documents of any material Significant Subsidiary of Oryx, the Company or (B) except as as, in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Oryxthe Company or, subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iii) below, any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Oryx the Company or any Subsidiary of Oryx the Company or their respective properties or assets. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to Oryx the Company or any Subsidiary of Oryx the Company in connection with the execution and delivery of this Agreement or the Stock Option Agreements Agreement by Oryx the Company or the consummation by Oryx of the Merger and the other transactions contemplated hereby and therebyor by the Option Agreement, except the Necessary Consents and such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain would obtain, in the aggregate, will not reasonably be expected to have a Material Adverse Effect on Oryxthe Company.

Authority; No Conflicts. (i) Oryx PNU has all requisite corporate power and authority to enter into this Agreement and the Stock Option Agreements and to consummate the transactions contemplated hereby and thereby, subject, subject in the case of the consummation of the Reverse Split and the Merger, Merger to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by the Required Oryx PNU Vote (as defined in Section 3.2(g3.1(g)). The execution and delivery of this Agreement and the Stock Option Agreements and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of OryxPNU, subject, subject in the case of the consummation of the Reverse Split and the Merger, Merger to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by the Required Oryx PNU Vote. Each of this This Agreement and the Stock Option Agreements has have been duly executed and delivered by Oryx PNU and constitutes a constitute valid and binding agreement agreements of OryxPNU, enforceable against it in accordance with its their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (ii) The execution and delivery of this Agreement and the Stock Option Agreements by Oryx PNU does not or will not, as the case may be, and the consummation by Oryx PNU of the Merger and the other transactions contemplated hereby and thereby will not, conflict with, or result in any violation of, or constitute a Violation default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, amendment, cancellation or acceleration of any obligation or the loss of a material benefit under, or the creation of a lien, pledge, security interest, charge or other encumbrance on any assets (any such conflict, violation, default, right of termination, amendment, cancellation or acceleration, loss or creation, a "Violation") pursuant to: (A) any provision of the certificate of incorporation or by-laws of OryxPNU, or any similar organizational documents of any material Significant Subsidiary of Oryx, PNU or (B) except as would not reasonably be expected to have a Material Adverse Effect on OryxPNU or, to the Knowledge of PNU, Newco following the Merger, subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to Necessary Consents (as defined in paragraph (iii) below), any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or similar arrangement or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Oryx or PNU, any Subsidiary of Oryx PNU or their respective properties or assets. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, any supranational, national, state, municipal, local or foreign government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority (a "Governmental Entity Entity"), is required by or with respect to Oryx PNU or any Subsidiary of Oryx PNU in connection with the execution and delivery of this Agreement or and the Stock Option Agreements by Oryx PNU or the consummation by Oryx of the Merger and the other transactions contemplated hereby and thereby, except for those required under or in relation to (A) the Necessary Consents Hart-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (B) state securities or "blue sky" laws (the "Blue Sky Laws"), (C) the Securities Act, (D) the Exchange Act, (E) the DGCL with respect to the filing of the Certificate of Merger, (F) rules and regulations of the NYSE or the Stockholm Stock Exchange, (G) antitrust or other competition laws of other jurisdictions, and (H) such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain would not reasonably be expected to have a Material Adverse Effect on OryxPNU. Consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to any of the foregoing clauses (A) through (G) are hereinafter referred to as "Necessary Consents".

Authority; No Conflicts. (i) Oryx The Company has all requisite corporate power and authority to enter into this Agreement and the Stock Option Agreements and to consummate the transactions contemplated hereby and therebyhereby, subject, subject in the case of the consummation of the Reverse Split and the Merger, Merger to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by the Required Oryx Vote Company Stockholder Approval (as defined in Section 3.2(g3.02(g)). The execution and delivery of this Agreement and the Stock Option Agreements and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Oryxthe Company, subject, subject in the case of the consummation of the Reverse Split and the Merger, Merger to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by the Required Oryx VoteCompany Stockholder Approval. Each of this This Agreement and the Stock Option Agreements has been duly executed and delivered by Oryx the Company and constitutes a valid and binding agreement of Oryxthe Company, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (ii) The execution and delivery of this Agreement and by the Stock Option Agreements by Oryx Company does not or will not, as the case may be, and the consummation by Oryx the Company of the Merger and the other transactions contemplated hereby and thereby will not, conflict with, or result in a Violation of or pursuant to: (A) any provision of the certificate of incorporation or by-laws bylaws of Oryxthe Company or except as, individually or any similar organizational documents of any material Subsidiary of Oryxin the aggregate, or (B) except as would not reasonably be expected to have a Material Adverse Effect on Oryxthe Company, any provision of the certificate of incorporation or bylaws of any Significant Subsidiary (as defined in Rule 1-02 of Regulation S-X of the SEC) of the Company or (B) except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company or, subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iii) below, any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Oryx the Company or any Subsidiary of Oryx the Company or their respective properties or assets. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to Oryx the Company or any Subsidiary of Oryx the Company in connection with the execution and delivery of this Agreement or by the Stock Option Agreements by Oryx Company or the consummation by Oryx of the Merger and the other transactions contemplated hereby and therebyhereby, except the Necessary Specified Consents and such other consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain obtain, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Oryxthe Company.

Authority; No Conflicts. (ia) Oryx The Company has all requisite necessary corporate power and authority to enter into execute and deliver this Agreement and the Stock Option Agreements Agreement, to perform its obligations hereunder and to consummate the transactions to which it is a party that are contemplated hereby and thereby, subject, in the case of the consummation of the Reverse Split and the Merger, to the approval of the Reverse Split and the adoption of by this Agreement by the stockholders of Oryx by the Required Oryx Vote (as defined in Section 3.2(g))Agreement. The execution and delivery of this Agreement and by the Stock Option Agreements Company and the consummation of the transactions transaction contemplated hereby and thereby by this Agreement by the Company have been duly and validly authorized by all necessary corporate action and no other corporate proceedings on the part of Oryxthe Company, subject, in the case of the consummation of the Reverse Split and the MergerMerger only, to the approval of the Reverse Split and the adoption of this Agreement and the approval of the Merger by the stockholders of Oryx by the Company pursuant to the Required Oryx Stockholder Vote. Each of , and no other stockholder vote is necessary, to authorize this Agreement and the Stock Option Related Agreements or to consummate the transactions contemplated hereby or thereby. This Agreement has been duly executed and delivered by Oryx the Company and constitutes a valid and binding agreement of Oryxthe Company, enforceable against it the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally or and by general equity principles principles. The Board of Directors of the Company has unanimously (regardless i) determined that the Merger is advisable and fair to, and in the best interests of, the Company and the Company Stockholders, (ii) has approved this Agreement, the Merger and the other transactions contemplated by this Agreement and has deemed this Agreement advisable and (iii) has determined to recommend adoption of whether such enforceability is considered in a proceeding in equity this Agreement and the approval of the Merger by the Company Stockholders (collectively, the “Company Board Recommendation”). The Company Board Recommendation has not been rescinded, revoked or at law)adversely modified. (b) The affirmative vote of the holders of a majority of the outstanding shares of Company Capital Stock and sixty-six and two thirds (66 2/3%) of the holders of Company Series A Preferred Stock as required by the Company’s Organizational Documents and the DGCL (the “Required Stockholder Vote”), is the only vote of the holders of any class or series of the Company securities necessary to approve the Merger, this Agreement, the Related Agreements and the transactions contemplated hereby. (c) Except as set forth in Section 4.4(c) of the Company Disclosure Letter, the execution and delivery of this Agreement by the Company does not, and the performance of this Agreement and the consummation of the transactions contemplated herein by the Company will not, (i) conflict with or violate any provision of the Company’s Organizational Documents, (ii) assuming that all consents, approvals, authorizations and permits described in Section 4.4(d) have been obtained and all filings and notifications described in Section 4.4(d) have been made, conflict with or violate any Law applicable to the Company or by which any property or asset of the Company is bound or affected or (iii) require any consent or approval under, result in any breach of or any loss of any benefit under, constitute a change of control or default (or an event which with notice or lapse of time or both would become a default) under or give to others any right of termination, vesting, amendment, acceleration or cancellation of, or result in the creation of a lien or other encumbrance on any property or asset of the Company pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, Permit or other instrument or obligation, except in the case of clause (iii) for any such consent, approval, breach, loss or default which would not, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect. (d) The execution and delivery of this Agreement by the Company does not, and the Stock Option Agreements performance of this Agreement and the transactions contemplated herein by Oryx does not or the Company will not, as the case may be, and the consummation by Oryx of the Merger and the other transactions contemplated hereby and thereby will not, result in a Violation of or pursuant to: (A) require any provision of the certificate of incorporation or by-laws of Oryx, or any similar organizational documents of any material Subsidiary of Oryx, or (B) except as would not reasonably be expected to have a Material Adverse Effect on Oryx, subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iii) below, any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Oryx or any Subsidiary of Oryx or their respective properties or assets. (iii) No consent, approval, order authorization or authorization permit of, or registration, declaration filing with or filing withnotification to, any Governmental Entity is or any other Person, except (i) under the Securities Act, any applicable Blue Sky Law, the rules and regulations of the Exchanges, and the filing and recordation of the Certificate of Merger as required by or with respect the DGCL and (ii) where failure to Oryx or any Subsidiary of Oryx in connection with the execution and delivery of this Agreement or the Stock Option Agreements by Oryx or the consummation by Oryx of the Merger and the other transactions contemplated hereby and thereby, except the Necessary Consents and obtain such consents, approvals, ordersauthorizations or permits, authorizations, registrations, declarations and filings the failure of which or to make such filings or obtain notifications to a Person other than a Governmental Entity, would not not, individually or in the aggregate, reasonably be expected to have result in a Company Material Adverse Effect on OryxEffect. (e) At the Closing, Parent shall own all of the issued and outstanding shares of capital stock or membership interests of the Company, free and clear of any and all Encumbrances.

Authority; No Conflicts. (i) Oryx GlobespanVirata has all requisite corporate power and authority to enter into this Agreement and the Stock Option Agreements and to consummate the transactions contemplated hereby and therebyhereby, subject, in the case of the consummation of the Reverse Split and the Merger, to the approval of the Reverse Split and the adoption of this Agreement by and the stockholders of Oryx Merger by the Required Oryx Vote (as defined in Section 3.2(g))GlobespanVirata Vote. The execution and delivery of this Agreement and the Stock Option Agreements by GlobespanVirata and the consummation by GlobespanVirata of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of OryxGlobespanVirata, subject, in the case of the consummation of the Reverse Split and the Merger, to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by the Required Oryx Vote. Each of this Agreement and the Stock Option Agreements Merger by the Required GlobespanVirata Vote. This Agreement has been duly executed and delivered by Oryx GlobespanVirata and, assuming the due authorization and valid execution and delivery of this Agreement by each of Conexant and Concentric Sub, constitutes a valid and binding agreement of OryxGlobespanVirata, enforceable against it GlobespanVirata in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and similar laws Applicable Laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (ii) The execution and delivery of this Agreement and the Stock Option Agreements by Oryx GlobespanVirata does not or will not, as the case may be, and the consummation by Oryx GlobespanVirata of the Merger and the other transactions contemplated hereby and thereby will not, conflict with, or result in any breach or violation of, or constitute a Violation default (with or without notice or lapse of time, or both) under, or give rise to a right of or result by its terms in the termination, amendment, cancellation or acceleration of any obligation or the loss of a material benefit under, or the creation of a Lien, charge, "put" or "call" right or other encumbrance on, or the loss of, any assets (any such conflict, breach, violation, default, right of termination, amendment, cancellation or acceleration, loss or creation, a "Violation") pursuant to: (A) any provision of the certificate of incorporation or by-laws or similar organizational document of Oryx, GlobespanVirata or any similar organizational documents of any material Significant Subsidiary of Oryx, GlobespanVirata or (B) except as as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on OryxGlobespanVirata and its Subsidiaries or, to the Knowledge of GlobespanVirata, on Conexant and its Subsidiaries following the Merger, subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iii) belowGlobespanVirata Necessary Consents, any loan or credit agreement, note, instrument, mortgage, bond, indenture, lease, benefit plan or other agreementcontract, obligationagreement or obligation (a "Contract") to which GlobespanVirata or any of its Subsidiaries is a party or by which any of them or any of their respective properties or assets is bound, instrument, or any permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Oryx GlobespanVirata or any Subsidiary of Oryx GlobespanVirata or their respective properties or assets. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, any supranational, national, state, municipal, local or foreign government, any instrumentality, subdivision, court, administrative agency, department or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority (a "Governmental Entity Entity") or any other Person is required by or with respect to Oryx GlobespanVirata or any Subsidiary of Oryx GlobespanVirata in connection with the execution and delivery of this Agreement or the Stock Option Agreements by Oryx GlobespanVirata or the consummation by Oryx GlobespanVirata of the Merger and the other transactions contemplated hereby and therebyhereby, except for those required under or in relation to (A) the Necessary Consents ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (B) state securities or "blue sky" laws, (C) the Securities Act, (D) the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (E) the DGCL with respect to the filing of the Certificate of Merger with the Delaware Secretary, (F) the rules and regulations of Nasdaq, (G) antitrust or other competition laws of other jurisdictions, and (H) such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain obtain, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on OryxGlobespanVirata and its Subsidiaries. Consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to any of the foregoing clauses (A) through (G) are hereinafter referred to as the "GlobespanVirata Necessary Consents".

Authority; No Conflicts. (i) Oryx Parent has all requisite corporate power and authority to enter into this Agreement and the Stock Option Agreements Agreement and to consummate the transactions contemplated hereby and thereby, subject, subject in the case of the consummation of the Reverse Split and the Merger, Merger to the approval of the Reverse Split and the adoption of this Agreement by and to obtaining the stockholders requisite shareholder approval (the "Parent Shareholder Approval") of Oryx an amendment to Parent's restated articles of incorporation to provide for the authorization of the Exchanged Preferred Shares to be issued solely in the Merger and of the issuance of the shares of Parent Common Stock and the Exchange Preferred Shares to be issued in the Merger (such amendment and issuance, collectively the "Share Issuance") by the Required Oryx Parent Vote (as defined in Section 3.2(g3.1(g)). The execution and delivery of this Agreement and the Stock Option Agreements Agreement and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of OryxParent, subject, in subject to obtaining the case of the consummation of the Reverse Split and the Merger, to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by the Required Oryx VoteParent Shareholder Approval. Each of this Agreement and the Stock Option Agreements Agreement has been duly executed and delivered by Oryx Parent and constitutes a valid and binding agreement of OryxParent, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (ii) The execution and delivery of this Agreement and the Stock Option Agreements Agreement by Oryx Parent does not or will not, as the case may be, and the consummation by Oryx Parent of the Merger and the other transactions contemplated hereby and thereby by the Option Agreement will not, conflict with, or result in any violation of, or constitute a Violation default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result by its terms in the, termination, amendment, cancellation or acceleration of any obligation or the loss of a material benefit under, or the creation of a lien, pledge, security interest, charge or other encumbrance on, or the loss of, any assets, including Intellectual Property (any such conflict, violation, default, right of termination, amendment, cancellation or acceleration, loss or creation, a "Violation") pursuant to: (A) any provision of the certificate of incorporation or by-laws bylaws of Oryx, Parent or any similar organizational documents of any material Significant Subsidiary of OryxParent, or (B) except as as, in the aggregate, would not reasonably be expected to have a Material Adverse Effect (as defined in Section 8.11(h)) on OryxParent, subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iii) below, any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Oryx Parent or any Subsidiary of Oryx Parent or their respective properties or assets. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, any federal, state, municipal, local or foreign government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority (a "Governmental Entity Entity"), is required by or with respect to Oryx Parent or any Subsidiary of Oryx Parent in connection with the execution and delivery of this Agreement or the Stock Option Agreements Agreement by Oryx Parent or the consummation by Oryx of the Merger and the other transactions contemplated hereby and therebyor by the Option Agreement, except for those required under or in relation to (A) the Necessary Consents ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the "HSR Act") and the EC Merger Regulation, (B) state securities or "blue sky" laws (the "Blue Sky Laws"), (C) the Securities Act, (D) the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (E) the NJBCA with respect to the filing of the Certificate of Merger, (F) rules and regulations of the NYSE, (G) antitrust or other competition laws of other jurisdictions, (H) the North Carolina Business Corporation Act with respect to the amendment of Parent's restated articles of incorporation described in Section 3.1(c)(i) and (I) such consents, approvals, orders, authorizations, registrations, declarations and filings the failure failures of which to make or obtain would obtain, in the aggregate, will not reasonably be expected to have a Material Adverse Effect on OryxParent. Consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to any of the foregoing clauses (A) through (G) are hereinafter referred to as "Necessary Consents."

Authority; No Conflicts. (i) Oryx W▇▇▇▇▇-▇▇▇▇▇▇▇ has all requisite corporate power and authority to enter into this Agreement and the Stock Option Agreements Agreement and to consummate the transactions contemplated hereby and thereby, subjectincluding, without limitation, the issuance of the shares of W▇▇▇▇▇- ▇▇▇▇▇▇▇ Common Stock to be issued in the case of Merger (the consummation of the Reverse Split and the Merger, to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by the Required Oryx Vote (as defined in Section 3.2(g)"Share Issuance"). The execution and delivery of this Agreement and the Stock Option Agreements Agreement and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Oryx, subject, in the case of the consummation of the Reverse Split and the Merger, to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by the Required Oryx VoteW▇▇▇▇▇-▇▇▇▇▇▇▇. Each of this Agreement and the Stock Option Agreements Agreement has been duly executed and delivered by Oryx W▇▇▇▇▇-▇▇▇▇▇▇▇ and constitutes a valid and binding agreement of OryxW▇▇▇▇▇-▇▇▇▇▇▇▇, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law)) or by an implied covenant of good faith and fair dealing. (ii) The execution and delivery of this Agreement and the Stock Option Agreements Agreement by Oryx W▇▇▇▇▇-▇▇▇▇▇▇▇ does not or will not, as the case may be, and the consummation by Oryx W▇▇▇▇▇-▇▇▇▇▇▇▇ of the Merger and the other transactions contemplated hereby and thereby will not, conflict with, or result in any violation of, or constitute a Violation default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, amendment, cancellation or acceleration of any obligation or the loss of a material benefit under, or the creation of a Lien on any assets (any such conflict, violation, default, right of termination, amendment, cancellation or acceleration, loss or creation, is hereinafter referred to as a "Violation") pursuant to: (A) any provision of the certificate of incorporation or by-laws of Oryx, W▇▇▇▇▇-▇▇▇▇▇▇▇ or any similar organizational documents of any material Subsidiary of Oryx, W▇▇▇▇▇-▇▇▇▇▇▇▇ or (B) except as would not reasonably be expected to have a Material Adverse Effect on OryxW▇▇▇▇▇-▇▇▇▇▇▇▇, subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iii) below, any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Oryx W▇▇▇▇▇-▇▇▇▇▇▇▇ or any Subsidiary of Oryx W▇▇▇▇▇-▇▇▇▇▇▇▇, or their respective properties or assets. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, any supranational, national, state, municipal, local or foreign government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority (a "Governmental Entity Entity"), is required by or with respect to Oryx W▇▇▇▇▇-▇▇▇▇▇▇▇ or any Subsidiary of Oryx W▇▇▇▇▇-▇▇▇▇▇▇▇ in connection with the execution and delivery of this Agreement or the Stock Option Agreements Agreement by Oryx W▇▇▇▇▇- ▇▇▇▇▇▇▇ or the consummation by Oryx of the Merger and the other transactions contemplated hereby and therebyhereby, except for those required under or in relation to (A) the Necessary Consents H▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (B) state securities or "blue sky" laws (the "Blue Sky Laws"), (C) the Securities Act, (D) the Exchange Act, (E) the CGCL with respect to the filing of the Certificate of Merger, (F) rules and regulations of the NYSE and the Nasdaq National Market, (G) antitrust or other competition laws of other jurisdictions, (H) the Consent Decree of Permanent Injunction, dated August 16, 1▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇-▇▇▇▇▇▇▇ ▇▇▇ the United States, (I) the Investment Canada Act, and (J) such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain would not reasonably be expected to have a Material Adverse Effect on OryxW▇▇▇▇▇-▇▇▇▇▇▇▇. Consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to any of the foregoing clauses (A) through (I) are hereinafter referred to as "Necessary Consents".

Authority; No Conflicts. (ia) Oryx Subject to required regulatory and shareholder approvals, the Buyer has all requisite the corporate power and authority necessary to enter into execute, deliver and perform its obligations under this Agreement and the Stock Option Agreements and to consummate the transactions contemplated hereby and thereby, subject, in the case of the consummation of the Reverse Split and the Merger, to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by the Required Oryx Vote (as defined in Section 3.2(g))hereby. The execution and delivery of and performance of its obligations under this Agreement and the Stock Option Agreements other documents contemplated hereby, and the consummation of the transactions contemplated hereby and thereby herein, including the Merger, have been duly and validly authorized by all necessary corporate action (and by Closing, all such shareholder action) in respect thereof on the part of Oryxthe Buyer. This Agreement represents a legal, subjectvalid, in the case and binding obligation of the consummation of the Reverse Split and the Merger, to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by the Required Oryx Vote. Each of this Agreement and the Stock Option Agreements has been duly executed and delivered by Oryx and constitutes a valid and binding agreement of OryxBuyer, enforceable against it in accordance with its terms, terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting the enforcement of creditors' rights generally and similar laws relating except that the availability of specific performance, injunctive relief and other equitable remedies is subject to or affecting creditors generally or by general equity principles (regardless the discretion of whether such enforceability is considered in a the court before which any proceeding in equity or at lawmay be brought). (iib) The Neither the execution and delivery of this Agreement and by the Stock Option Agreements by Oryx does not or will notBuyer, as the case may be, and nor the consummation by Oryx the Buyer of the Merger and the other transactions contemplated hereby and thereby hereby, nor compliance by the Buyer with any of the provisions hereof will not, (i) conflict with or result in a Violation breach of or pursuant to: (A) any provision of the certificate Buyer's articles of incorporation or by-laws of Oryx, or any similar organizational documents of any material Subsidiary of Oryxbylaws, or (Bii) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of the Buyer or any of its subsidiaries under, any Contract or Permit of the Buyer or any of its subsidiaries, except as would could not reasonably be expected to have a Material Adverse Effect on Oryxthe Buyer, or (iii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings requisite Consents referred to in paragraph (iiiSECTION 8.1(B) belowof this Agreement, violate any loan Law or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation Order applicable to Oryx the Buyer or any Subsidiary of Oryx its subsidiaries or their respective properties or assetsany of its Assets. (iiic) No consentOther than in connection or compliance with the provisions of the Securities Laws and banking Regulatory Authorities, approvalno notice to, order or authorization of, or registration, declaration or filing with, or Consent of, any Governmental Entity Authority is required by or with respect to Oryx or any Subsidiary of Oryx in connection with the execution and delivery of this Agreement or the Stock Option Agreements by Oryx or necessary for the consummation by Oryx the Buyer of the Merger and the other transactions contemplated hereby and thereby, except the Necessary Consents and such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain would not reasonably be expected to have a Material Adverse Effect on Oryxin this Agreement.

Authority; No Conflicts. (i) Oryx The Company has all requisite corporate power and corporate authority to enter into this Agreement and the Stock Option Agreements and and, subject to consummate the transactions contemplated hereby and thereby, subject, in the case of the consummation of the Reverse Split and the Merger, to the approval of the Reverse Split and the adoption of this Agreement by the stockholders requisite vote of Oryx by the Required Oryx Vote holders of the Company Common Stock (as defined in Section 3.2(gif required under applicable law)), to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the Stock Option Agreements and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Oryxthe Company, subject, subject in the case of the consummation of the Reverse Split and Merger to any required adoption of this Agreement by the Merger, to the approval holders of the Reverse Split and Company Common Stock. Subject to the adoption of this Agreement by the stockholders requisite vote of Oryx the holders of the Company Common Stock (if required by the Required Oryx Vote. Each of applicable law), this Agreement and the Stock Option Agreements has been duly executed and delivered by Oryx the Company and constitutes a valid and binding agreement of Oryxthe Company, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally or and by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (ii) The execution and delivery of this Agreement and the Stock Option Agreements by Oryx does not or will not, as the case may be, and the consummation by Oryx of the Merger and the other transactions contemplated hereby and thereby will not, conflict with, or result in any violation of, or constitute a Violation default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, amendment, cancellation or acceleration of any obligation or the loss of a material benefit under, or the creation of a Lien, on any assets (any such conflict, violation, default, right of termination, amendment, cancellation or acceleration, loss or creation, a "VIOLATION") pursuant to: (A) any provision of the certificate Organizational Documents of incorporation or by-laws of Oryx, the Company or any similar organizational documents of any material Subsidiary of Oryx, its Subsidiaries or (B) except for such Violations as would not reasonably be expected to have a Material Adverse Effect on Oryx, the Company and except as set forth in Section 3.1(c)(ii) of the Company Disclosure Schedule and subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iii) below, any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Oryx or any Subsidiary of Oryx the Company, its Subsidiaries or their respective properties or assets. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity Entity, is required by or with respect to Oryx the Company or any Subsidiary of Oryx its Subsidiaries in connection with the execution and delivery of this Agreement or by the Stock Option Agreements by Oryx Company or the consummation by Oryx the Company of the Merger and the other transactions contemplated hereby and therebyhereby, except for those required under or in relation to (A) the Necessary Consents HSR Act, (B) state securities or "blue sky" laws, (C) the Securities Act (as defined below), (D) the Exchange Act, (E) the DGCL with respect to the filing and such consentsrecordation of appropriate certificate of merger or other documents, approvals(F) rules and regulations of the NYSE (as defined below), orders, authorizations, registrations, declarations and filings the failure of which (G) any applicable foreign legal requirements relating to make or obtain would not reasonably be expected to have a Material Adverse Effect on Oryxcompetition.

Authority; No Conflicts. (i) Oryx The Company has all requisite corporate power and corporate authority to enter into this Agreement and the Stock Option Agreements and and, if required, subject to consummate the transactions contemplated hereby and thereby, subject, in the case of the consummation of the Reverse Split and the Merger, to the approval of the Reverse Split and the adoption of this Agreement by the stockholders requisite vote of Oryx by the Required Oryx Vote (as defined in Section 3.2(g))holders of Company Common Stock, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the Stock Option Agreements and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of Oryxthe Company, subjectif required, subject in the case of the consummation of the Reverse Split and the Merger, Merger to the approval of the Reverse Split and the adoption of this Agreement by the stockholders requisite vote of Oryx by the Required Oryx Vote. Each holders of Company Common Stock, and no other corporate proceedings are necessary to authorize this Agreement and or to consummate the Stock Option Agreements transactions contemplated hereby. This Agreement has been duly executed and delivered by Oryx the Company and, assuming the due execution and delivery by Parent and the Purchaser, constitutes a valid and binding agreement of Oryxthe Company, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally or and by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). The Board of Directors of the Company has, at a meeting duly called and held, (A) approved this Agreement, the Offer and the Merger and the transactions contemplated hereby, (B) declared that the Offer, this Agreement and the Merger are advisable, fair to and in the best interests of the Company and its stockholders, and (C) made the Company Tender Recommendation. Such actions are sufficient to render inapplicable to this Agreement, the Offer and the Merger and the other transactions contemplated hereby the restrictions on business combinations set forth in Section 203 of the DGCL. No other state takeover statute or similar statute or regulation applies or purports to apply to the Company with respect to this Agreement, the Offer, the Merger or any other transaction contemplated hereby. (ii) The execution Except as disclosed in Section 3.1(c) of the Company Disclosure Schedule, the execution, delivery and delivery performance of this Agreement and the Stock Option Agreements by Oryx does do not or will not, as the case may be, and the consummation by Oryx of the Merger and the other transactions contemplated hereby and thereby will not, conflict with, or result in any violation of, or constitute a Violation default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation, or the creation of a Lien on any assets (any such conflict, violation, default, right of termination, cancellation or acceleration, or creation, a "Violation"), pursuant to: (A) any provision of the certificate Organizational Documents of incorporation or by-laws of Oryx, the Company or any similar organizational documents of any material Subsidiary of Oryx, its Subsidiaries or (B) except as would is not reasonably be expected likely to have have, individually or in the aggregate, a Material Adverse Effect on Oryxthe Company or prevent the consummation of the transactions contemplated hereby and, subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iii) below, the terms, provisions or conditions of any loan or credit agreement, note, mortgage, bond, indenture, lease, compensation or benefit plan (or any grant or award made pursuant thereto) or other agreement, obligation, instrument, contract, permit, concession, franchise, license, judgment, order, writ, injunction, award, decree, statute, law, ordinance, rule or regulation applicable to Oryx the Company, the Company's Subsidiaries or any Subsidiary of Oryx or their respective properties or assets. (iii) No consent, registration, permit, approval, order or authorization of, or registration, declaration declaration, notice, report, or other filing with, any supranational, national, state, municipal or local government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority (a "Governmental Entity Entity"), is required by or with respect to Oryx the Company or any Subsidiary of Oryx its Subsidiaries in connection with the execution and delivery of this Agreement or by the Stock Option Agreements by Oryx Company or the consummation by Oryx the Company of the Merger and the other transactions contemplated hereby and therebyhereby, except for (x) those required under or in relation to (A) the Necessary Consents Exchange Act or the Securities Act of 1933, as amended (the "Securities Act"), (B) the DGCL with respect to the filing of the Certificate of Merger, (C) rules and regulations of the Nasdaq National Market ("NNM"), (D) antitrust or other competition laws of any applicable jurisdictions, including, without limitation, the requirements of the HSR Act, and (E) such as may be required under any applicable state securities or blue sky laws and (y) such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain would is not reasonably be expected likely to have have, individually or in the aggregate, a Material Adverse Effect on Oryxthe Company or prevent the consummation of the transactions contemplated hereby. (iv) The Board of Directors of the Company, or an appropriate committee thereof, has taken (or will take prior to the Merger) all action necessary so that the exemption from Section 16 under the Exchange Act which is contemplated by Section 16b-3(e) is applicable to the disposition of the Company Common Stock and Company Options in or in connection with the Merger as contemplated by this Agreement by all persons who are directors and/or officers of the Company.

Authority; No Conflicts. (ia) Oryx Subject to required regulatory and shareholder approvals, the Buyer has all requisite the corporate power and authority necessary to enter into execute, deliver and perform its obligations under this Agreement and the Stock Option Agreements and to consummate the transactions contemplated hereby and thereby, subject, in the case of the consummation of the Reverse Split and the Merger, to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by the Required Oryx Vote (as defined in Section 3.2(g))hereby. The execution and delivery of and performance of the Buyer’s obligations under this Agreement and the Stock Option Agreements other documents contemplated hereby, and the consummation of the transactions contemplated hereby and thereby herein, including the Merger, have been duly and validly authorized by all necessary corporate action (and by Closing, all such shareholder action) in respect thereof on the part of Oryxthe Buyer. This Agreement represents a legal, subjectvalid, in the case and binding obligation of the consummation of the Reverse Split and the Merger, to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by the Required Oryx Vote. Each of this Agreement and the Stock Option Agreements has been duly executed and delivered by Oryx and constitutes a valid and binding agreement of OryxBuyer, enforceable against it in accordance with its terms, terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting the enforcement of creditors’ rights generally and similar laws relating except that the availability of specific performance, injunctive relief and other equitable remedies is subject to or affecting creditors generally or by general equity principles (regardless the discretion of whether such enforceability is considered in a the court before which any proceeding in equity or at lawmay be brought). (iib) The Neither the execution and delivery of this Agreement and by the Stock Option Agreements by Oryx does not or will notBuyer, as the case may be, and nor the consummation by Oryx the Buyer of the Merger and the other transactions contemplated hereby and thereby hereby, nor compliance by the Buyer with any of the provisions hereof will not, (i) conflict with or result in a Violation breach of or pursuant to: (A) any provision of the certificate Buyer’s articles of incorporation or by-laws of Oryx, bylaws or any similar organizational documents of any material Subsidiary of Oryxgoverning documents, or (Bii) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of the Buyer or any of its subsidiaries under, any Contract or Permit of the Buyer or any of its subsidiaries, except as would could not reasonably be expected to have a Material Adverse Effect on Oryxthe Buyer, or (iii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings requisite Consents referred to in paragraph (iiiSection 8.1(b) belowof this Agreement, violate any loan Law or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation Order applicable to Oryx the Buyer or any Subsidiary of Oryx its subsidiaries or any of their respective properties or assetsAssets. (iiic) No consentOther than in connection or compliance with the provisions of the Securities Laws and banking Regulatory Authorities, approvalno notice to, order or authorization of, or registration, declaration or filing with, or Consent of, any Governmental Entity Authority is required by or with respect to Oryx or any Subsidiary of Oryx in connection with the execution and delivery of this Agreement or the Stock Option Agreements by Oryx or necessary for the consummation by Oryx the Buyer of the Merger and the other transactions contemplated hereby and thereby, except the Necessary Consents and such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain would not reasonably be expected to have a Material Adverse Effect on Oryxin this Agreement.

Authority; No Conflicts. (i) Oryx The Company has all requisite corporate power and corporate authority to enter into this Agreement and the Stock Option Agreements and and, if required, subject to consummate the transactions contemplated hereby and thereby, subject, in the case of the consummation of the Reverse Split and the Merger, to the approval of the Reverse Split and the adoption of this Agreement by the stockholders requisite vote of Oryx by the Required Oryx Vote (as defined in Section 3.2(g))holders of Company Common Stock, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the Stock Option Agreements and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of Oryxthe Company, subjectif required, subject in the case of the consummation of the Reverse Split and the Merger, Merger to the approval of the Reverse Split and the adoption of this Agreement by the stockholders requisite vote of Oryx by the Required Oryx Vote. Each holders of Company Common Stock, and no other corporate proceedings are necessary to authorize this Agreement and or to consummate the Stock Option Agreements transactions contemplated hereby. This Agreement has been duly executed and delivered by Oryx the Company and, assuming the due execution and delivery by Parent and the Purchaser, constitutes a valid and binding agreement of Oryxthe Company, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally or and by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). The Board of Directors of the Company has, at a meeting duly called and held, (A) approved this Agreement, the Offer and the Merger and the transactions contemplated hereby, (B) declared that the Offer, this Agreement and the Merger are advisable, fair to and in the best interests of the Company and its stockholders, and (C) made the Company Tender Recommendation. Such actions are sufficient to render inapplicable to this Agreement, the Offer and the Merger and the other transactions contemplated hereby the restrictions on business combinations set forth in Section 203 of the DGCL. No other state takeover statute or similar statute or regulation applies or purports to apply to the Company with respect to this Agreement, the Offer, the Merger or any other transaction contemplated hereby. (ii) The execution Except as disclosed in Section 3.1(c) of the Company Disclosure Schedule, the execution, delivery and delivery performance of this Agreement and the Stock Option Agreements by Oryx does do not or will not, as the case may be, and the consummation by Oryx of the Merger and the other transactions contemplated hereby and thereby will not, conflict with, or result in any violation of, or constitute a Violation default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation, or the creation of a Lien on any assets (any such conflict, violation, default, right of termination, cancellation or acceleration, or creation, a “Violation”), pursuant to: (A) any provision of the certificate Organizational Documents of incorporation or by-laws of Oryx, the Company or any similar organizational documents of any material Subsidiary of Oryx, its Subsidiaries or (B) except as would is not reasonably be expected likely to have have, individually or in the aggregate, a Material Adverse Effect on Oryxthe Company or prevent the consummation of the transactions contemplated hereby and, subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iii) below, the terms, provisions or conditions of any loan or credit agreement, note, mortgage, bond, indenture, lease, compensation or benefit plan (or any grant or award made pursuant thereto) or other agreement, obligation, instrument, contract, permit, concession, franchise, license, judgment, order, writ, injunction, award, decree, statute, law, ordinance, rule or regulation applicable to Oryx the Company, the Company’s Subsidiaries or any Subsidiary of Oryx or their respective properties or assets. (iii) No consent, registration, permit, approval, order or authorization of, or registration, declaration declaration, notice, report, or other filing with, any supranational, national, state, municipal or local government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority (a “Governmental Entity Entity”), is required by or with respect to Oryx the Company or any Subsidiary of Oryx its Subsidiaries in connection with the execution and delivery of this Agreement or by the Stock Option Agreements by Oryx Company or the consummation by Oryx the Company of the Merger and the other transactions contemplated hereby and therebyhereby, except for (x) those required under or in relation to (A) the Necessary Consents Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”), (B) the DGCL with respect to the filing of the Certificate of Merger, (C) rules and regulations of the Nasdaq National Market (“NNM”), (D) antitrust or other competition laws of any applicable jurisdictions, including, without limitation, the requirements of the HSR Act, and (E) such as may be required under any applicable state securities or blue sky laws and (y) such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain would is not reasonably be expected likely to have have, individually or in the aggregate, a Material Adverse Effect on Oryxthe Company or prevent the consummation of the transactions contemplated hereby. (iv) The Board of Directors of the Company, or an appropriate committee thereof, has taken (or will take prior to the Merger) all action necessary so that the exemption from Section 16 under the Exchange Act which is contemplated by Section 16b-3(e) is applicable to the disposition of the Company Common Stock and Company Options in or in connection with the Merger as contemplated by this Agreement by all persons who are directors and/or officers of the Company.

Authority; No Conflicts. (i) Oryx The Company has all requisite corporate power and authority to enter into execute and deliver this Agreement and the Stock Option Agreements and to consummate the transactions contemplated hereby and therebyAgreement and, subject, in the case of the consummation of the Reverse Split and the MergerMerger only, to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by Required Company Vote, to consummate the Required Oryx Vote (as defined in Section 3.2(g))transactions contemplated hereby and thereby. The execution execution, delivery and delivery performance of this Agreement and the Stock Option Agreements Agreement and the consummation of the transactions contemplated hereby and thereby have been duly authorized by the unanimous vote of the Board of Directors of the Company (at a meeting duly called and a quorum being present) and all necessary corporate action on the part of Oryxthe Company, subject, in the case of the consummation of the Reverse Split and the MergerMerger only, to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by the Required Oryx Company Vote. Each of this This Agreement and the Stock Option Agreements has been duly executed and delivered by Oryx the Company and constitutes a the legal, valid and binding agreement obligation of Oryxthe Company, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally or generally, by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law)) or by an implied covenant of good faith and fair dealing. The Board of Directors of the Company has (i) unanimously approved and adopted this Agreement, the Option Agreement and the transactions contemplated hereby and thereby and has declared that the Merger and this Agreement and the other transactions contemplated hereby are advisable and in the best interests of the Company and its shareholders and (ii) unanimously taken all action necessary to render inapplicable to the transactions contemplated by this Agreement, by the Option Agreement and by the Voting Agreement, the provisions of Article VII of the Company's Articles of Incorporation and any state anti-takeover or similar law, including any such law relating to the voting of shares or a moratorium on the consummation of any business combination. The Board of Directors of the Company has directed that this Agreement and the transactions contemplated hereby be submitted to the holders of the Company Common Stock to obtain the Required Company Vote and, subject to the terms hereof, has unanimously recommended that such holders vote for approval and adoption of this Agreement and the transactions contemplated hereby. Neither Article 9 nor Article 9A of Chapter 55 of the General Statutes of North Carolina apply to the Company. (ii) The Except as set forth in Schedule 3.1(c)(ii), the execution and delivery of this Agreement, the Option Agreement and or the Stock Option Voting Agreements by Oryx does not or will not, as the case may be, and the consummation by Oryx of the Merger and the other transactions contemplated hereby and thereby will not, conflict with, require any filing, waiver, permit, approval or consent under, or result in any violation of, or constitute a Violation default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, amendment, cancellation or acceleration of any obligation or the loss of a material benefit under, or the creation of a lien, pledge, security interest, charge or other encumbrance on any assets (any such conflict, requirement, violation, default, right of termination, amendment, cancellation or acceleration, loss or creation, a "Violation") pursuant to: (A) any provision of the certificate Organizational Documents of incorporation or by-laws of Oryx, the Company or any similar organizational documents of any material Subsidiary of Oryx, or its Subsidiaries and (B) except as would not reasonably be expected to have a Material Adverse Effect on Oryx, subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iii) below, (x) any loan Company Material Contract (other than any cell site lease) except any such Violations, which individually or credit agreementin the aggregate are not material, noteor (y) any other contract, mortgage, bond, indenture, lease, benefit plan agreement or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable binding obligation to Oryx which the Company or any Subsidiary is a party or to which any of Oryx its or their respective properties assets are bound, except as could not, individually or assetsin the aggregate together with any violations pursuant to any Company Material Contract, be reasonably expected to result in a Material Adverse Effect on the Company. (iii) No consent, waiver, permit, approval, order or authorization of, or registration, declaration or filing with, any supranational, national, state, municipal or local government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority (a "Governmental Entity Entity") is required by or with respect to Oryx the Company or any Subsidiary of Oryx its Subsidiaries in connection with the execution and delivery of this Agreement or the Stock Option Agreements Agreement by Oryx the Company or the consummation by Oryx the Company of the Merger and the other transactions contemplated hereby and or thereby, except for (x) those required under or in relation to (A) the Necessary Consents ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (B) the Communications Act of 1934, as amended (the "Communications Act"), and any rules and regulations promulgated by the Federal Communications Commission ("FCC"), (C) state securities or "blue sky" laws, (D) the Securities Act of 1933, as amended (the "Securities Act"), (E) the Securities Exchange Act of 1934, as amended ("Exchange Act"), (F) the NCBCA with respect to the filing and recordation of appropriate documents to effect the Merger, (G) the Public Utilities Commission of Ohio, Public Competitive Telecommunications Service Provider, 563 Registration Form, (H) rules and regulations of any state public service or utility commissions or similar state regulatory bodies, (I) rules and regulations of the NYSE or Nasdaq National Market ("Nasdaq"), and (J) antitrust or other competition laws of other jurisdictions, and (y) such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain would obtain, excluding those which, prior to the Effective Time, have been made or obtained, could not reasonably be expected to have a Material Adverse Effect on Oryxthe Company.

Authority; No Conflicts. (i) Oryx MCI has all requisite corporate power and authority to enter into this Agreement and the Stock Option Agreements and and, subject to consummate the transactions contemplated hereby and thereby, subject, in the case of the consummation of the Reverse Split and the Merger, to the approval of the Reverse Split and the adoption of this Agreement by the stockholders requisite vote of Oryx by the Required Oryx Vote (holders of MCI Common Stock and the requisite vote of the holders of MCI Class A Common Stock, voting separately as defined in Section 3.2(g))a class, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the Stock Option Agreements and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of OryxMCI, subject, subject in the case of the consummation of the Reverse Split and the Merger, Merger to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by the Required Oryx VoteMCI. Each of this This Agreement and the Stock Option Agreements has been duly executed and delivered by Oryx MCI and constitutes a valid and binding agreement of OryxMCI, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally or generally, by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law)) or by an implied covenant of good faith and fair dealing. (ii) The execution and delivery of this Agreement and the Stock Option Agreements by Oryx does not or will not, as the case may be, and the consummation by Oryx of the Merger and the other transactions contemplated hereby and thereby will not, conflict with, or result in any violation of, or constitute a Violation default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, amendment, cancellation or acceleration of any obligation or the loss of a material benefit under, or the creation of a lien, pledge, security interest, charge or other encumbrance on any assets (any such conflict, violation, default, right of termination, amendment, cancellation or acceleration, loss or creation, a "Violation") pursuant to: (A) any provision of the certificate of incorporation or by-laws of Oryx, MCI or any similar organizational documents of any material Subsidiary of Oryx, MCI or (B) except as would not reasonably be expected to have a Material Adverse Effect on OryxMCI and, subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iii) below, any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Oryx MCI or any Subsidiary of Oryx MCI or their respective properties or assets. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, any supra-national, national, state, municipal or local government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority, including the European Union (a "Governmental Entity Entity"), is required by or with respect to Oryx MCI or any Subsidiary of Oryx MCI in connection with the execution and delivery of this Agreement or the Stock Option Agreements by Oryx MCI or the consummation by Oryx MCI of the Merger transactions contemplated hereby, except for those required under or in relation to (A) the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the "HSR Act") and Council Regulation (EEC) No. 4064/89 ("Regulation 4064/89"), (B) the Communications Act of 1934, as amended (the "Communications Act"), and any rules and regulations promulgated by the Federal Communications Commission ("FCC"), (C) state securities or "blue sky" laws, (D) the Securities Act, (E) the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (F) the DGCL with respect to the filing and recordation of appropriate merger or other documents, (G) rules and regulations of any state or foreign public service commissions or similar state or foreign regulatory bodies, (H) Section 721 of the Defense Production Act of 1950, as amended, and the rules promulgated thereunder ("Exon-▇▇▇▇▇▇") and the rules and regulations promulgated by the Department of Defense, (I) rules and regulations of the Nasdaq National Market ("NASDAQ"), (J) the Fair Trading Act of 1973, (K) the Restrictive Trade Practices ▇▇▇ ▇▇▇▇, (L) antitrust or other transactions contemplated hereby competition laws of other jurisdictions, and thereby, except the Necessary Consents and (M) such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain would not reasonably be expected to have a Material Adverse Effect on OryxMCI. Consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to any of the foregoing clauses (A) through (L) are hereinafter referred to as "Required Consents."

Authority; No Conflicts. (i) Oryx Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Wisconsin. Seller has all requisite corporate power and authority to own, lease and operate the Business’ properties and to carry on the Business as it is now being conducted. Seller also has all requisite corporate power and authority to enter into this Agreement and the Stock Option Ancillary Agreements as are contemplated hereby to be executed and delivered by it and to consummate the transactions contemplated hereby and thereby. All corporate acts and other proceedings required to be taken by Seller to authorize the execution, subject, in the case of the consummation of the Reverse Split delivery and the Merger, to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by the Required Oryx Vote (as defined in Section 3.2(g)). The execution and delivery performance of this Agreement and the Stock Option Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Oryx, subject, in the case of the consummation of the Reverse Split and the Merger, to the approval of the Reverse Split and the adoption of this properly taken. This Agreement by the stockholders of Oryx by the Required Oryx Vote. Each of this Agreement and the Stock Option Agreements has been duly executed and delivered by Oryx Seller, and constitutes a the Ancillary Agreements shall be duly and validly executed and delivered by Seller. This Agreement and the Ancillary Agreements constitute, or will, when duly executed and delivered, constitute valid and binding agreement obligations of OryxSeller, enforceable against it Seller in accordance with its their respective terms, except as to the extent that such enforceability enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and or other similar laws now or hereafter in effect relating to or affecting creditors generally or by creditors’ rights generally, and general principles of equity principles (regardless of whether such enforceability is considered in a proceeding in equity law or at law)equity) and except that the remedy of specific performance and injunctive relief and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefore may be brought. (ii) The Except as set forth on Schedule 4(a)(ii), the execution and delivery by Seller of this Agreement and the Stock Option Ancillary Agreements by Oryx does not or will do not, as the case may be, and the consummation by Oryx Seller of the Merger and the other transactions contemplated hereby and thereby and compliance by Seller with the terms hereof and thereof will not, conflict with, or result in a Violation any violation of or pursuant to: default under, or give rise to a right of termination, cancellation or acceleration of any obligation or loss of a benefit under, or result in the creation of any lien, claim, encumbrance, security interest, option, charge or restriction of any kind upon any of the Assets under, or require any filing, consent, authorization, permit or approval under (A) any provision of the certificate of incorporation or by-laws of OryxSeller, or any similar organizational documents of any material Subsidiary of Oryx, or (B) except as would not reasonably be expected to have a Material Adverse Effect on Oryx, subject to obtaining any Contract or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iiiC) below, any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, order or decree or any statute, law, ordinance, rule or regulation applicable to Oryx or any Subsidiary of Oryx or their respective properties or assets. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to Oryx or any Subsidiary of Oryx in connection with the execution and delivery of this Agreement Business or the Stock Option Agreements by Oryx Assets, other than (I) any such conflicts, violations, defaults, rights or liens, claims, encumbrances, security interests, options, charges or restrictions that, individually or in the consummation by Oryx aggregate, would result in damages, fines or penalties in excess of the Merger and the other transactions contemplated hereby and thereby$1,000,000, except the Necessary Consents and (II) any such consents, approvalsauthorizations or approvals required under the HSR Act or listed or described on Schedule 3(a)(iii) or that may be required solely by reason of Buyer’s participation in the transactions contemplated hereby, orders, authorizations, registrations, declarations and filings or (III) the failure of which to make or obtain would not reasonably be expected to have a Material Adverse Effect matters disclosed on OryxSchedule 4(e).

Authority; No Conflicts. (ia) Oryx has all requisite corporate power and authority to enter into this Agreement and the Stock Option Agreements and to consummate the transactions contemplated hereby and thereby, subject, in the case of the consummation of the Reverse Split and the Merger, to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by the Required Oryx Vote (as defined in Section 3.2(g)). The execution and delivery of this Agreement and, subject to receipt of the Requisite Shareholder Approval of the issuance of the Purchased Stock, the Charter Amendment and the Stock Option Agreements Investment Advisory Agreement, the execution and delivery of the Transaction Agreements, consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action of the Company, including, without limitation, corporate action of the Company required to be taken by the Company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). No corporate or shareholder proceedings on the part of Oryxthe Company are necessary to approve the execution and delivery of this Agreement and, subjectexcept for obtaining the Requisite Shareholder Approval of the issuance of the Purchased Stock, the Charter Amendment and the Investment Advisory Agreement, no corporate or shareholder proceedings on the part of the Company are necessary to approve the execution and delivery of the other Transaction Agreements to which the Company is a party or to consummate the transactions contemplated hereby or thereby. This Agreement has been, and the other Transaction Agreements when executed and delivered will be, duly and validly executed and delivered by the Company and (assuming due authorization, execution and delivery by the Purchaser) constitute (or, in the case of the consummation of the Reverse Split and the Mergerother Transaction Agreements, to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by the Required Oryx Vote. Each of this Agreement and the Stock Option Agreements has been duly will constitute when executed and delivered by Oryx and constitutes a delivered) valid and binding agreement obligations of Oryxthe Company, enforceable against it the Company in accordance with its their terms, except as such enforceability enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law)creditors’ rights and remedies generally. (iib) The issuance and sale of the Purchased Stock pursuant to this Agreement is not and will not be subject to any preemptive rights, rights of first refusal, subscription or similar rights, other than as provided in this Agreement or the other Transaction Agreements. The Purchased Stock, when issued in accordance with the terms of this Agreement, will be duly authorized, validly issued, fully paid and nonassessable, and upon delivery to the Purchaser will be free and clear of all Liens other than as provided in the Transaction Agreements. (c) The execution and delivery of this Agreement and the Stock Option Agreements by Oryx does not or will not, as the case may be, and the consummation by Oryx of the Merger and the other transactions contemplated hereby and thereby will not, result in a Violation of or pursuant to: (A) any provision of the certificate of incorporation or by-laws of Oryx, or any similar organizational documents of any material Subsidiary of Oryx, or (B) except as would not reasonably be expected to have a Material Adverse Effect on Oryxand, subject to obtaining or making the consentsRequisite Shareholder Approval, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iii) below, any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Oryx or any Subsidiary of Oryx or their respective properties or assets. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to Oryx or any Subsidiary of Oryx in connection with the execution and delivery of this Agreement or the Stock Option other Transaction Agreements by Oryx or the Company and the consummation by Oryx the Company of the Merger and the other transactions contemplated hereby and or thereby, or the compliance by the Company with any of the terms or provisions hereof or thereof, will not (i) violate any provision of the Company Charter or bylaws of the Company or any of the similar governing documents of any of its Subsidiaries (except to the Necessary Consents extent that the issuance of the Purchased Stock shall require the filing with the Secretary of State of the State of Delaware of the Charter Amendment) or (ii) assuming that the consents and such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which approvals referred to make or obtain would not reasonably be expected to have a Material Adverse Effect on Oryx.in

Authority; No Conflicts. (ia) Oryx Each Shareholder has all requisite power, authority and legal right (corporate power and authority or otherwise) to enter into this Agreement and the Stock Option Agreements other documents and agreements attached hereto to be entered into by such Shareholder (the Agreement, together with all such other documents and agreements, collectively, as to each Shareholder, respectively, the "SHAREHOLDER TRANSACTION DOCUMENTS") and to consummate the transactions contemplated hereby and thereby, subject, in the case of the consummation of the Reverse Split and the Merger, to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by the Required Oryx Vote (as defined in Section 3.2(g)). The execution and delivery of this Agreement and the Stock Option Agreements Shareholder Transaction Documents and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary action (corporate action or otherwise) on the part of Oryxeach Shareholder. If the Shareholder is an entity, subject, in the case person executing the Shareholder Transaction Documents on behalf of the consummation such entity is a duly authorized representative of the Reverse Split such entity. The Shareholder Transaction Documents have been or will be duly and the Merger, to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by the Required Oryx Vote. Each of this Agreement and the Stock Option Agreements has been duly validly executed and delivered by Oryx the Shareholder and constitutes a constitute or will constitute the valid and binding agreement agreements of OryxShareholder, enforceable against it Shareholder in accordance with its their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting the rights of creditors generally or by general principles of equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (iib) The execution and delivery of this Agreement and the Stock Option Agreements Shareholder Transaction Documents by Oryx does not or will not, as the case may be, Shareholder and the consummation by Oryx Shareholder of the Merger and the other transactions contemplated hereby and thereby thereby, will notnot (as applicable) (i) violate or conflict with the articles of association or bylaws of Shareholder, (ii) conflict with, result in a Violation of or pursuant to: (A) any provision of the certificate of incorporation or by-laws of Oryxbreach of, constitute a default under, terminate, modify, or cancel, any similar organizational documents material contract to which such Shareholder is a party or by which such Shareholder is bound or subject that would adversely affect such Shareholder's ability to consummate the transactions contemplated by this Agreement, (iii) constitute a violation of any material Subsidiary of Oryxlaw, statute, rule or regulation to which Shareholder or such Shareholder's Shares are subject; or (Biv) except as would not reasonably be expected to have a Material Adverse Effect on Oryx, subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iii) below, any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Oryx or any Subsidiary of Oryx or their respective properties or assetsupon such Shareholder's Data Distilleries Securities. (iiic) No Other than the consent required under Article 88 Book 1 Dutch Civil Code, which consent, when applicable has been validly obtained, no consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity or other Person is required by or with respect to Oryx or any Subsidiary of Oryx in connection with the execution and delivery by such Shareholder of this Agreement the Shareholder Transaction Documents or the Stock Option Agreements performance by Oryx or the consummation by Oryx such Shareholder of the Merger and obligations to be performed by such Shareholder pursuant to the other transactions contemplated hereby and thereby, except the Necessary Consents and such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make terms hereof or obtain would not reasonably be expected to have a Material Adverse Effect on Oryxthereof.

Authority; No Conflicts. (i) Oryx Teleglobe has all requisite corporate power and authority to enter into this Agreement and the Stock Option Agreements and other Transaction Documents to which it is or may become a party and, subject to the approval by the Required Articles Amendment Vote or the Required By-Law Amendment Vote of the Teleglobe Articles Amendment or the Teleglobe By-Law Amendment, respectively, to consummate the transactions contemplated hereby and thereby, subject, in the case of the consummation of the Reverse Split and the Merger, to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by the Required Oryx Vote (as defined in Section 3.2(g)). The execution and delivery of this Agreement and the Stock Option Agreements other Transaction Documents to which it is or may become a party and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of OryxTeleglobe, subject, subject in the case of the consummation of Teleglobe Articles Amendment or the Reverse Split and Teleglobe By- Law Amendment, as the Mergercase may be, to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by the Required Oryx Articles Amendment Vote or the Required By-Law Amendment Vote, as the case may be. Each of this This Agreement has been, and the Stock Option Agreements has other Transaction Documents to which Teleglobe is or may become a party have been or will be when executed by Teleglobe, duly executed and delivered by Oryx Teleglobe, and each constitutes or will constitute a valid and binding agreement of OryxTeleglobe, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors generally or generally, by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law)) or by an implied covenant of good faith and fair dealing. (ii) The execution and delivery by Teleglobe of this Agreement and the Stock Option Agreements by Oryx does other Transaction Documents to which it is or may become a party do not or and will not, as the case may be, and the consummation by Oryx Teleglobe and Merger Sub of the Merger and the other transactions contemplated hereby and or thereby will not, conflict with, or result in a Violation of or pursuant to: (A) any provision of the certificate of incorporation or by-laws or similar constitutive documents of Oryx, Teleglobe or any similar organizational documents of any material Subsidiary of OryxTeleglobe, or (B) except as would not are not, individually or in the aggregate, reasonably be expected likely to have a Material Adverse Effect on OryxTeleglobe or prevent or materially delay the performance of this Agreement by Teleglobe and, subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iii) below, any loan Contract, Law or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation Permit applicable to Oryx Teleglobe or any Subsidiary of Oryx Teleglobe or their respective properties or assets. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to Oryx Teleglobe or any Subsidiary of Oryx Teleglobe in connection with the execution and delivery by Teleglobe of this Agreement or and the Stock Option Agreements by Oryx other Transaction Documents to which Teleglobe may be a party or the consummation by Oryx Teleglobe of the Merger and the other transactions contemplated hereby and or thereby, except for the Necessary Consents Required Consents, if applicable, and those required under or in relation to the Telecommunications Act (Canada), the Radiocommunication Act (Canada) or the Telegraphs Act (Canada), the Montreal Exchange (the "ME") and The Toronto Stock Exchange (the "TSE" and, together with the ME and the NYSE, the "Exchanges") and such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain would are not individually or in the aggregate, reasonably be expected likely to have a Material Adverse Effect on OryxTeleglobe or prevent or materially delay the performance of this Agreement by Teleglobe. Neither the execution and delivery by Teleglobe of this Agreement, and the other Transaction Documents to which Teleglobe is a party nor the consummation and performance by Teleglobe of the Merger and the other transactions contemplated hereby or thereby will result in a violation of (a) the Federal Communications Laws, (b) the laws, rules, regulations, orders, practices or policies of any state legislature or PUC, foreign (including multi-national) telecommunications regulatory agency or similar state or foreign regulatory body, or (c) any order, writ, judgment, injunction, decree or award of the FCC, any entity listed in clause (b) above, or any court of competent jurisdiction binding upon Teleglobe, other than any violation which is not, individually or in the aggregate, reasonably likely to have a Material Adverse Effect on Teleglobe. (iv) Each of Teleglobe and its Subsidiaries is in possession of all Permits from appropriate Governmental Entities necessary for Teleglobe or any of its Subsidiaries to own, lease and operate its properties or to carry on their respective businesses as they are now being conducted (the "Teleglobe Permits"), and all such Teleglobe Permits are valid and in full force and effect, except where the failure to have, or the suspension, cancellation or restriction of, any of the Teleglobe Permits does not and would not, individually or in the aggregate, (a) have or be reasonably likely to have a Material Adverse Effect on Teleglobe or (b) prevent or materially delay the performance of this Agreement by Teleglobe. No suspension, cancellation or restriction of any of the Teleglobe Permits is pending or, to the actual knowledge of the executive officers of Teleglobe, threatened, except where the failure to have, or the suspension or cancellation of, any of Teleglobe Permits does not and would not, individually or in the aggregate, (x) have or be reasonably likely to have a Material Adverse Effect on Teleglobe or (y) prevent or materially delay the performance of this Agreement by Teleglobe. Neither Teleglobe nor any of its Subsidiaries is in conflict with, or in default, breach or violation of any Teleglobe Permits, except for such conflicts, defaults, breaches or violations that do not and would not, individually or in the aggregate, (A) have or be reasonably likely to have a Material Adverse Effect on Teleglobe or (B) prevent or materially delay the performance of this Agreement by Teleglobe.

Authority; No Conflicts. (i) Oryx AHP has all requisite corporate power and authority to enter into this Agreement and the Stock Option Agreements and to consummate the transactions contemplated hereby and thereby, subject, in subject to obtaining the case of the consummation of the Reverse Split and the Merger, to the requisite stockholder approval of the Reverse Split issuance of the shares of AHP Common Stock to be issued in the Merger (the "Share Issuance") and the adoption of this Agreement by Certificate Amendment (collectively, the stockholders of Oryx by the Required Oryx Vote (as defined in Section 3.2(g)"AHP Stockholder Approval"). The execution and delivery of this Agreement and the Stock Option Agreements and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of OryxAHP, subject, in subject to obtaining the case of the consummation of the Reverse Split and the Merger, to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by the Required Oryx VoteAHP Stockholder Approval. Each of this This Agreement and the Stock Option Agreements has have been duly executed and delivered by Oryx AHP and constitutes a constitute valid and binding agreement agreements of OryxAHP, enforceable against it in accordance with its their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (ii) The execution and delivery of this Agreement and the Stock Option Agreements by Oryx AHP does not or will not, as the case may be, and the consummation by Oryx AHP of the Merger and the other transactions contemplated hereby and thereby will not, conflict with, or result in any violation of, or constitute a Violation default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result by its terms in the, termination, amendment, cancellation or acceleration of any obligation or the loss of a material benefit under, or the creation of a lien, pledge, security interest, charge or other encumbrance on, or the loss of, any assets, including Intellectual Property (any such conflict, violation, default, right of termination, amendment, cancellation or acceleration, loss or creation, a "Violation") pursuant to: (A) any provision of the certificate of incorporation or by-laws Bylaws of OryxAHP, or any similar organizational documents of any material Subsidiary of OryxAHP or, to the knowledge of AHP, any of its Majority Owned Restricted Affiliates, or (B) except as as, in the aggregate, would not reasonably be expected to have a Material Adverse Effect on OryxAHP, subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iii) below, any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Oryx or AHP, any Subsidiary of Oryx AHP or, to the knowledge of AHP, any of its Majority Owned Restricted Affiliates, or their respective properties or assets. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, any supranational, national, state, municipal, local or foreign government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority (a "Governmental Entity Entity"), is required by or with respect to Oryx AHP or any Subsidiary of Oryx AHP in connection with the execution and delivery of this Agreement or and the Stock Option Agreements by Oryx AHP or the consummation by Oryx of the Merger and the other transactions contemplated hereby and thereby, except for those required under or in relation to (A) the Necessary Consents Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (th▇ "▇▇▇ ▇▇▇"), (B) state securities or "blue sky" laws (the "Blue Sky Laws"), (C) the Securities Act, (D) the Exchange Act, (E) the DGCL with respect to the filing of the Certificate of Merger, (F) rules and regulations of the NYSE, (G) antitrust or other competition laws of other jurisdictions, and (H) such consents, approvals, orders, authorizations, registrations, declarations and filings the failure failures of which to make or obtain obtain, in the aggregate, would not reasonably be expected to have a Material Adverse Effect on OryxAHP. Consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to any of the foregoing clauses (A) through (G) are hereinafter referred to as "Necessary Consents".

Authority; No Conflicts. (i) Oryx MOYL has all requisite corporate power and authority to enter into execute and deliver this Agreement and the Stock Option Agreements and to consummate the transactions contemplated hereby and therebyhereby, subject, in the case of the consummation of the Reverse Split and the Merger, subject to the approval of the Reverse Split and the adoption of this Agreement by the stockholders affirmative vote of Oryx by the Required Oryx Vote (as defined in Section 3.2(g))holders of a majority of the outstanding shares of MOYL Stock. The execution and delivery of this Agreement and the Stock Option Agreements and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Oryx, subject, in MOYL and no other corporate proceedings on the case part of MOYL are necessary to authorize the consummation execution and delivery of this Agreement or to consummate the Reverse Split Merger and the Mergerother transactions contemplated hereby, subject to the approval of the Reverse Split and the adoption of this Agreement by the stockholders affirmative vote of Oryx by the Required Oryx Voteholders of a majority of the outstanding shares of MOYL Stock. Each of this This Agreement and the Stock Option Agreements has been duly executed and delivered by Oryx MOYL and constitutes a valid and binding agreement of OryxMOYL, enforceable against it MOYL in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally or by general equity equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (iii) The execution Neither the execution, delivery and delivery performance by MOYL of this Agreement and the Stock Option Agreements by Oryx does not or will not, as the case may be, and nor the consummation by Oryx of the Merger and the other transactions contemplated hereby and thereby will not, result in a Violation of or pursuant to: (A1) violates any provision of the certificate articles of incorporation or by-laws Bylaws of OryxMOYL; (2) violates, conflicts with or results in a breach or default under (after the giving of notice or the passage of time or both), permits the termination of, or relieves the other party of its obligations under, any similar organizational documents agreement or instrument to which MOYL is a party or by which it or any of its properties or assets may be bound, or results in the creation of any material Subsidiary of Oryx, or (B) except as would not reasonably be expected to have a Material Adverse Effect on Oryx, subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iii) below, any loan or credit agreement, note, mortgage, bondlien, indenturesecurity interest, lease, benefit plan charge or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Oryx or encumbrance of any Subsidiary kind upon any of Oryx or their respective its properties or assets; or (3) violates any laws, regulations or orders of any applicable jurisdiction which are binding on MOYL. (iiiii) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity governmental agency or authority is required by or with respect to Oryx or any Subsidiary of Oryx MOYL in connection with the execution and delivery of this Agreement or the Stock Option Agreements by Oryx or the consummation by Oryx of the Merger and the other transactions contemplated hereby and therebyhereby, except the Necessary Consents for those required under (A) Nevada Law, and such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make (B) any applicable state securities or obtain would not reasonably be expected to have a Material Adverse Effect on Oryx“blue sky” laws.

Authority; No Conflicts. (i) Oryx Warner-Lambert has all requisite corporate power and authority to enter into ▇▇ ▇▇▇▇▇ ▇▇▇▇ this Agreement and the Stock Option Agreements and to consummate the transactions contemplated hereby and thereby, subject, subject in the case of the consummation of the Reverse Split and the Merger, Merger to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by the Required Oryx Warner-Lambert Vote (as defined in Section 3.2(g)). The execution and delivery execut▇▇▇ ▇▇▇ ▇▇▇▇▇▇ry of this Agreement and the Stock Option Agreements and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of OryxWarner-Lambert, subject, subject in the case of the consummation of the Reverse Split and the Merger, to the approval of the Reverse Split and the ▇▇▇▇▇▇ ▇▇ ▇▇▇ adoption of this Agreement by the stockholders of Oryx by the Required Oryx Warner-Lambert Vote. Each of this This Agreement and the Stock Option Agreements has been Agree▇▇▇▇▇ ▇▇▇▇ ▇▇▇n duly executed and delivered by Oryx Warner-Lambert and constitutes a constitute valid and binding agreement agreements of Oryx▇▇▇▇▇▇-▇▇▇▇▇▇▇, enforceable against it in accordance with its termstheir ▇▇▇▇▇▇▇▇▇▇ ▇erms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (ii) The execution and delivery of this Agreement and the Stock Option Agreements by Oryx Warner-Lambert does not or will not, as the case may be, and the consummation t▇▇ ▇▇▇▇▇▇▇▇▇▇▇n by Oryx Warner-Lambert of the Merger and the other transactions contemplated hereby contem▇▇▇▇▇▇ ▇▇▇▇▇▇ and thereby will not, conflict with, or result in a Violation of or pursuant to: (A) any provision of the certificate of incorporation or byBylaws of Warner-laws of OryxLambert, or any similar organizational documents of any material Subsidiary of OryxWarner-Lambert or, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ge of Warner-Lambert, any of ▇▇▇ ▇▇▇▇▇▇▇▇ ▇wned Restricted Affiliates or (B▇) except as ▇▇▇▇▇t as, in the aggregate, would not reasonably be expected to have a Material Adverse Effect on OryxWarner-Lambert or, subject to obtaining or making the consents, approvals▇▇▇▇▇▇▇▇▇, orders▇rders, authorizations, registrations, declarations and filings referred to in paragraph (iii) below, any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Oryx or Warner-Lambert, any Subsidiary of Oryx Warner-Lambert or, to the knowledg▇ ▇▇ ▇▇▇ner-Lambert, any of ▇▇▇ ▇▇▇▇▇▇▇▇ ▇wned Restricted Affiliates or their respective ▇▇▇▇▇ ▇▇▇pective properties or assets. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to Oryx Warner-Lambert or any Subsidiary of Oryx Warner-Lambert in connection with the execution connecti▇▇ ▇▇▇▇ ▇▇▇ ▇▇ecution and delivery of this Agreement or ▇▇▇▇▇▇▇nt and the Stock Option Agreements by Oryx Warner-Lambert or the consummation by Oryx of the Merger and the other transactions ▇▇▇▇▇▇▇▇▇▇▇▇ contemplated hereby and thereby, except the Necessary Consents and such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain obtain, in the aggregate, would not reasonably be expected to have a Material Adverse Effect on OryxWarner-Lambert.

Authority; No Conflicts. (i) Oryx KeySpan has all requisite corporate power and authority to enter into this Agreement and the Stock Option Agreements and to consummate the transactions contemplated hereby and therebyhereby, subject, subject in the case of the consummation of the Reverse Split and the Merger, Merger to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by the Required Oryx KeySpan Vote (as defined in Section 3.2(g3.1(j)). The execution and delivery of this Agreement and the Stock Option Agreements and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of OryxKeySpan, subject, subject in the case of the consummation of the Reverse Split and the Merger, Merger to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by the Required Oryx KeySpan Vote. Each of this This Agreement and the Stock Option Agreements has been duly executed and delivered by Oryx KeySpan and constitutes a valid and binding agreement of OryxKeySpan, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (ii) The execution and delivery of this Agreement and the Stock Option Agreements by Oryx does not or will KeySpan do not, as the case may be, and the consummation by Oryx KeySpan of the Merger and the other transactions contemplated hereby and thereby will not, result in any violation of, or constitute a Violation default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, amendment, cancellation or acceleration of any obligation or the loss of a material benefit under, or the creation of a lien, pledge, security interest, charge or other encumbrance on any assets (any such conflict, violation, default, right of termination, amendment, cancellation or acceleration, loss or creation, a "Violation") pursuant to: (A) any provision of the certificate of incorporation or by-laws of Oryx, or any similar organizational documents of any material Subsidiary of Oryx, KeySpan or (B) except as would not reasonably be expected to have result in a Material Adverse Effect on OryxKeySpan, subject to obtaining or making the consents, approvals, orders, permits, authorizations, registrations, declarations declarations, notices and filings referred to in paragraph (iii) below, any loan or credit agreement, note, contract, mortgage, bond, indenture, lease, benefit plan Benefit Plan (as defined below) or other agreement, obligation, instrument, permit, concession, franchise, license, or judgment, order, decreewrit or decree (collectively "Order"), statute, law, ordinance, rule or regulation applicable (collectively "Law") of any kind to Oryx which KeySpan or any Subsidiary of Oryx its Subsidiaries is now subject to, a party to or by which any of them or any of their respective properties or assetsassets may be bound or affected. (iii) No material consent, approval, order order, license, permit or authorization of, or registration, declaration declaration, notice or filing with, any supranational, national, state, municipal or local government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority (a "Governmental Entity Entity") is necessary or required to be obtained or made by or with respect to Oryx KeySpan or any Subsidiary of Oryx KeySpan in connection with the execution and delivery of this Agreement by KeySpan or the Stock Option Agreements by Oryx or the performance and consummation by Oryx KeySpan of the Merger and the other transactions contemplated hereby and therebyhereby, except for those required under or in relation to (A) the Necessary Consents Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amen▇▇▇ (▇▇▇ "▇▇▇ ▇▇▇"), (B) state securities or "blue sky" laws (the "Blue Sky Laws"), (C) the Securities Exchange Act of 1934, as amended and such the rules and regulations promulgated thereunder (the "Exchange Act"), (D) the NYBCL with respect to the filing of the Certificate of Merger, (E) rules and regulations of the NYSE and the Pacific Stock Exchange, (F) applicable state public utility Laws, rules and regulations promulgated by the New York Public Service Commission ("NYPSC"), and the New Hampshire Public Utilities Commission ("NHPUC"), (G) Section 203 of the Federal Power Act, as amended and the rules and regulations promulgated thereunder (the "Federal Power Act"), (H) Federal Communications Commission ("FCC"), (I) antitrust or other competition laws of other jurisdictions, and (J) the consents, approvals, orders, permits, authorizations, registrations, declarations declarations, notices and filings set forth in Section 3.1(d)(iii) of the failure KeySpan Disclosure Schedule. Consents, approvals, orders, permits, authorizations, registrations, declarations, notices and filings required under or in relation to any of which the foregoing clauses (A) through (H) are hereinafter referred to make or obtain would not reasonably be expected to have a Material Adverse Effect on Oryxas the "KeySpan Required Approvals".

Authority; No Conflicts. (i) Oryx WJ has all requisite corporate power and authority to enter into this Agreement and Agreement, the Stock Option Agreements and the Registration Rights Agreement (as defined in Section 5.12) and to consummate the transactions contemplated hereby and thereby, subject, subject to obtaining the requisite stockholder approval (the "WJ Stockholder Approval") of the issuance of the shares of WJ ----------------------- Common Stock to be issued in the case of Merger (the consummation of the Reverse Split and the Merger, to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by the Required Oryx Vote (as defined in Section 3.2(g)"Share Issuance"). The execution -------------- and delivery of this Agreement and Agreement, the Stock Option Agreements and the Registration Rights Agreement and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of OryxWJ, subject, in subject to obtaining the case of the consummation of the Reverse Split and the Merger, to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by the Required Oryx VoteWJ Stockholder Approval. Each of this This Agreement and the Stock Option Agreements has have been duly executed and delivered by Oryx WJ and constitutes a constitute (and the Registration Rights Agreement when executed and delivered will constitute) valid and binding agreement agreements of OryxWJ, enforceable against it in accordance with its their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (ii) The execution and delivery of this Agreement and Agreement, the Stock Option Agreements and the Registration Rights Agreement by Oryx WJ does not or will not, as the case may be, and the consummation by Oryx WJ of the Merger and the other transactions contemplated hereby and thereby will not, conflict with, or result in any violation of, or constitute a Violation default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result by its terms in the, termination, amendment, cancellation or acceleration of any obligation or the loss of a material benefit under, or the creation of a lien, pledge, security interest, charge or other encumbrance on, or the loss of, any assets, including Intellectual Property (any such conflict, violation, default, right of termination, amendment, cancellation or acceleration, loss or creation, a "Violation") pursuant to: (A) any provision of the certificate of incorporation ---------- or by-laws bylaws of Oryx, WJ or any similar organizational documents of any material Subsidiary of OryxWJ, or (B) the Amended and Restated Registration Agreement, dated October 22, 1996, between WJ and the stockholders named therein or (C) except as as, in the aggregate, would not reasonably be expected to have a Material Adverse Effect on OryxWJ, subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iii) below, any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Oryx or WJ, any Subsidiary of Oryx material Subsidiary, or their respective properties or assets. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, any supranational, national, state, municipal, local or foreign government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasi- governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority (a "Governmental Entity Entity"), is ------------------- required by or with respect to Oryx WJ or any Subsidiary of Oryx WJ in connection with the execution and delivery of this Agreement or and the Stock Option Agreements by Oryx WJ or the consummation by Oryx of the Merger and the other transactions contemplated hereby and thereby, except for those required under or in relation to (A) the Necessary Consents ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (B) state securities or ------- "blue sky" laws (the "Blue Sky Laws"), (C) the Securities Act, (D) the Exchange ------------- Act, (E) the DGCL with respect to the filing of the Certificate of Merger, (F) rules and regulations of the Nasdaq, (G) antitrust or other competition laws of other jurisdictions, and (H) such consents, approvals, orders, authorizations, registrations, declarations and filings the failure failures of which to make or obtain obtain, in the aggregate, would not reasonably be expected to have a Material Adverse Effect on OryxWJ. Consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to any of the foregoing clauses (A) through (G) are hereinafter referred to as "Necessary Consents." ------------------

Authority; No Conflicts. (ia) Oryx Parent has all requisite corporate power and authority to enter into this Agreement and the Stock Option Agreements and to consummate the transactions contemplated hereby hereby. The execution, delivery and thereby, subject, in the case of the consummation of the Reverse Split and the Merger, to the approval of the Reverse Split and the adoption performance of this Agreement by the stockholders of Oryx by the Required Oryx Vote (as defined in Section 3.2(g)). The execution and delivery of this Agreement and the Stock Option Agreements and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Oryx, subject, in the case of the consummation of the Reverse Split and the Merger, to the approval of the Reverse Split and the adoption of this Parent. This Agreement by the stockholders of Oryx by the Required Oryx Vote. Each of this Agreement and the Stock Option Agreements has been duly executed and delivered by Oryx and Parent and, assuming that this Agreement constitutes a valid and binding agreement of Oryxthe Company, constitutes a valid and binding agreement of Parent, enforceable against it Parent in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (iib) The execution and delivery of this Agreement and the Stock Option Agreements all other instruments and agreements to be delivered by Oryx does not or will Parent as contemplated hereby do not, as the case may be, and the consummation by Oryx of the Merger and the other transactions contemplated hereby and thereby will not, result in a Violation not (i) conflict with any of or pursuant to: (A) any provision the provisions of the certificate of incorporation or by-laws of OryxParent, in each case as amended to the date of this Agreement, (ii) create any Lien (other than Permitted Liens) on any of the properties or assets of Parent, (iii) conflict with or result in a breach of, or any similar organizational documents constitute a default under, or result in the acceleration of any material Subsidiary obligation or loss of Oryxany benefits under, any Contract or other instrument to which Parent is a party or by which any of its properties or assets are bound, or (Biv) except as subject to receipt of the Necessary Consents, contravene any Applicable Law, except, in the case of clauses (ii), (iii) and (iv) above, for such Liens, conflicts, breaches, defaults, consents, approvals, authorizations, declarations, filings or notices which have not had and would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect on OryxParent; provided, subject that, for purposes of this Section 4.3(b), the term Material Adverse Effect shall be deemed to obtaining include any event, circumstance, development, state of facts, occurrence, change or making effect that would prevent, materially impair or materially delay the consents, approvals, orders, authorizations, registrations, declarations and filings referred ability of the Parent to in paragraph (iii) below, any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Oryx or any Subsidiary of Oryx or their respective properties or assetsconsummate the transactions contemplated by this Agreement. (iiic) No consent, notice, waiver, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity or Third Party or expiry of any related waiting period is required by or with respect to Oryx or any Subsidiary of Oryx Parent in connection with the execution and delivery of this Agreement by Parent or the Stock Option Agreements by Oryx Merger Sub or the consummation by Oryx of the Merger and the other transactions contemplated hereby and therebyhereby, except for those required under or in relation to (i) state securities or “blue sky” laws (the Necessary Consents “Blue Sky Laws”); (ii) the Exchange Act; (iii) the Securities Act; (iv) NRS with respect to the filing of the Articles of Merger; (v) rules and regulations of the NYSE and (vi) such consents, approvals, orders, authorizations, registrations, declarations and filings and expiry of waiting periods the failure of which to make or obtain or expire would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect on OryxParent. Consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to any of the foregoing clauses (i) through (v) are hereinafter referred to as “Necessary Consents.”

Authority; No Conflicts. (ia) Oryx Preview has all requisite corporate power and authority to enter into this Agreement and the Stock Option Ancillary Agreements to which Preview will be a party and to consummate the transactions contemplated hereby and thereby, subject, subject in the case of the consummation of the Reverse Split and the Merger, Merger to the approval of the Reverse Split this Agreement and the adoption of this Agreement by the stockholders of Oryx Merger by the Required Oryx Vote (as defined in Section 3.2(g))Preview Vote. The execution and delivery of this Agreement and the Stock Option Ancillary Agreements to which Preview will be a party and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of OryxPreview, subject, subject in the case of the consummation of the Reverse Split and the Merger, Merger to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by the Required Oryx Vote. Each of this Agreement and the Stock Option Merger by the Required Preview Vote. This Agreement has been, and the Ancillary Agreements has been to which Preview will be a party will be, duly executed and delivered by Oryx Preview and constitutes constitute a valid and binding agreement of OryxPreview, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law)principles. (iib) The execution and delivery of this Agreement does not and the Stock Option execution and delivery of the Ancillary Agreements by Oryx does not or to which Preview will be a party will not, as the case may be, and the consummation by Oryx of the Merger and the other transactions contemplated hereby and thereby will not, conflict with, or result in any violation of, or constitute a Violation default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, amendment, cancellation or acceleration of any obligation or the loss of a material benefit under, or the creation of a lien, pledge, security interest, charge or other encumbrance on any assets (any such conflict, violation, default, right of termination, amendment, cancellation or acceleration, loss or creation, a "Violation") pursuant to: (A) any provision of the certificate of incorporation or by-laws of Oryx, Preview or any similar organizational documents of any material Subsidiary of OryxPreview, or (B) except as would not reasonably be expected to have a Material Adverse Effect on Oryx, Preview and subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iiic) below, any loan or loan, credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Oryx Preview or any Subsidiary of Oryx Preview or their respective properties or assets. (iiic) No consent, approval, order or authorization of, or registration, declaration or filing with, any supranational, national, state, municipal or local government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority, (a "Governmental Entity Entity"), is required by or with respect to Oryx Preview or any Subsidiary of Oryx Preview in connection with the execution and delivery of this Agreement or and the Stock Option Ancillary Agreements to which Preview will be a party by Oryx Preview or the consummation by Oryx of the Merger and the other transactions contemplated hereby and or thereby, except for those required under or in relation to (i) the Necessary Consents ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (ii) state securities or "blue sky" laws (the "Blue Sky Laws"), (iii) the Securities Act, (iv) the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (v) the DGCL with respect to the filing of the Delaware Certificate of Merger, (vi) rules and regulations of Nasdaq, and (vii) such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain would not reasonably be expected to have a Material Adverse Effect on OryxPreview.

Authority; No Conflicts. (i) Oryx The Company has all requisite corporate power and authority to enter into this Agreement and the Stock Option Agreements and to consummate the transactions contemplated hereby and therebyhereby, subject, subject in the case of the consummation of the Reverse Split and the Merger, Merger to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by the Required Oryx Vote Company Stockholder Approval (as defined in Section 3.2(g3.02(g))) . The execution and delivery of this Agreement and the Stock Option Agreements and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Oryxthe Company, subject, subject in the case of the consummation of the Reverse Split and the Merger, Merger to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by the Required Oryx VoteCompany Stockholder Approval. Each of this This Agreement and the Stock Option Agreements has been duly executed and delivered by Oryx the Company and constitutes a valid and binding agreement of Oryxthe Company, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (ii) The execution and delivery of this Agreement and by the Stock Option Agreements by Oryx Company does not or will not, as the case may be, and the consummation by Oryx the Company of the Merger and the other transactions contemplated hereby and thereby will not, conflict with, or result in a Violation of or pursuant to: (A) any provision of the certificate of incorporation or by-laws bylaws of Oryxthe Company or except as, individually or any similar organizational documents of any material Subsidiary of Oryxin the aggregate, or (B) except as would not reasonably be expected to have a Material Adverse Effect on Oryxthe Company, any provision of the certificate of incorporation or bylaws of any Significant Subsidiary (as defined in Rule 1-02 of Regulation S-X of the SEC) of the Company or (B) except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company or, subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iii) below, any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Oryx the Company or any Subsidiary of Oryx the Company or their respective properties or assets. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to Oryx the Company or any Subsidiary of Oryx the Company in connection with the execution and delivery of this Agreement or by the Stock Option Agreements by Oryx Company or the consummation by Oryx of the Merger and the other transactions contemplated hereby and therebyhereby, except the Necessary Specified Consents and such other consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain obtain, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Oryxthe Company.

Authority; No Conflicts. (i) Oryx ▇▇▇▇▇ has all requisite corporate power and authority to enter into this Agreement and the Stock Option Transaction Agreements with respect to which ▇▇▇▇▇ is contemplated thereby to be a party and to consummate the Transactions, subject to the further action of the Board of Directors of ▇▇▇▇▇ and the holders of capital stock of ▇▇▇▇▇ to effect the transactions contemplated hereby by Section 2.01 of the Separation Agreement and therebyArticle III of this Agreement, subject, and provided that the approval by the Board of Directors of ▇▇▇▇▇ and the holders of capital stock of ▇▇▇▇▇ with respect to such transactions are subject to the satisfaction of the conditions in the case of the consummation of the Reverse Split Separation Agreement and the Merger, to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by the Required Oryx Vote (as defined in Section 3.2(g))Agreement. The execution and delivery of this Agreement and the Stock Option Transaction Agreements with respect to which ▇▇▇▇▇ is contemplated thereby to be a party by ▇▇▇▇▇ and the consummation by ▇▇▇▇▇ of the transactions contemplated hereby and thereby Transactions have been duly authorized by all necessary corporate action on the part of Oryx▇▇▇▇▇, subjectsubject to the further action of the Board of Directors of ▇▇▇▇▇ and the holders of capital stock of ▇▇▇▇▇ to effect the transactions contemplated by Section 2.01 of the Separation Agreement and Article III of this Agreement, and provided that the approval by the Board of Directors of ▇▇▇▇▇ and the holders of capital stock of ▇▇▇▇▇ with respect to such transactions are subject to the satisfaction of the conditions in the case of the consummation of the Reverse Split Separation Agreement and this Agreement. This Agreement has been, and the MergerTransaction Agreements with respect to which ▇▇▇▇▇ is contemplated thereby to be a party will be, to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by the Required Oryx Vote. Each of this Agreement and the Stock Option Agreements has been duly executed and delivered by Oryx ▇▇▇▇▇ and, assuming the due authorization and constitutes valid execution and delivery of this Agreement or the applicable Transaction Agreements with respect to which ▇▇▇▇▇ is contemplated thereby to be a party by the other parties hereto and thereto, as applicable (other than ▇▇▇▇▇▇▇-▇▇▇▇▇▇, Merger Sub and New ▇▇▇▇▇), constitute or will constitute valid and binding agreement agreements of Oryx▇▇▇▇▇, enforceable against it ▇▇▇▇▇ in accordance with its their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and similar laws Applicable Laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (ii) The execution and delivery by ▇▇▇▇▇ of this Agreement does not, the execution and delivery by ▇▇▇▇▇ of the Stock Option Transaction Agreements by Oryx does not or with respect to which ▇▇▇▇▇ is contemplated thereby to be a party will not, as the case may be, and the consummation by Oryx ▇▇▇▇▇ of the Merger and the other transactions contemplated hereby and thereby Transactions will not, not result in a Violation (with or without notice or lapse of time, or pursuant toboth) under: (A) any provision of the certificate Certificate of incorporation Incorporation or byBy-laws of Oryx, or any similar organizational documents of ▇▇▇▇▇ or any material ▇▇▇▇▇ Significant Subsidiary of Oryx, or (B) except as as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Oryx▇▇▇▇▇, subject to obtaining or making the consents▇▇▇▇▇ Necessary Consents, approvals, orders, authorizations, registrations, declarations and filings referred (1) any Contract to in paragraph which ▇▇▇▇▇ or any of its Subsidiaries is a party or by which any of them or any of their respective properties or assets is bound or (iii2) below, any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Oryx ▇▇▇▇▇ or any Subsidiary of Oryx ▇▇▇▇▇ or their respective properties or assets. (iii) The Board of Directors of ▇▇▇▇▇, by resolutions duly adopted by unanimous written consent and not subsequently rescinded or modified in any way, has duly (A) determined that this Agreement, the Transactions and the Transaction Agreements with respect to which ▇▇▇▇▇ is contemplated thereby to be a party are advisable and in the best interests of ▇▇▇▇▇ and its stockholder and (B) approved this Agreement, the Transactions contemplated hereby and by the Transaction Agreements. (iv) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity or any other Person is required to be obtained or made by or with respect to Oryx ▇▇▇▇▇ or any Subsidiary of Oryx ▇▇▇▇▇ in connection with the execution and delivery by ▇▇▇▇▇ of this Agreement or and the Stock Option Transaction Agreements by Oryx with respect to which ▇▇▇▇▇ is contemplated thereby to be a party or the consummation by Oryx ▇▇▇▇▇ of the Merger Transactions, except for those required under or in relation to (A) the HSR Act, (B) state securities or “blue sky” laws, (C) the Securities Act, (D) the Exchange Act, (E) the rules and regulations of the NYSE, (F) antitrust or other competition laws of other jurisdictions, (G) obtaining the approvals described in Section 4.2(c)(i)(A) and (B) and further actions by the Boards of Directors of the applicable members of the ▇▇▇▇▇▇▇-▇▇▇▇▇▇ Group and the other ▇▇▇▇▇ Group and the holders of securities thereof to effect the transactions contemplated hereby by Section 2.01 of the Separation Agreement and therebyArticle III of this Agreement, except and provided that the Necessary Consents approval by such applicable Boards of Directors and such securities holders with respect to such transactions are subject to the satisfaction of the conditions in the Separation Agreement and this Agreement, and (H) such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain obtain, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Oryx▇▇▇▇▇. Consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to any of the foregoing clauses (A) through (G) or set forth in Section 4.3(c)(iv) of the ▇▇▇▇▇ Disclosure Schedule are hereinafter referred to as the “▇▇▇▇▇ Necessary Consents”.

Authority; No Conflicts. (ia) Oryx Subject to required regulatory and shareholder approvals, the Buyer has all requisite the corporate power and authority necessary to enter into execute, deliver and perform its obligations under this Agreement and the Stock Option Agreements and to consummate the transactions contemplated hereby and thereby, subject, in the case of the consummation of the Reverse Split and the Merger, to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by the Required Oryx Vote (as defined in Section 3.2(g))hereby. The execution and delivery of and performance of its obligations under this Agreement and the Stock Option Agreements other documents contemplated hereby, and the consummation of the transactions contemplated hereby and thereby herein, including the Merger, have been duly and validly authorized by all necessary corporate action (and by Closing, all such shareholder action) in respect thereof on the part of Oryxthe Buyer. This Agreement represents a legal, subjectvalid, in the case and binding obligation of the consummation of the Reverse Split and the Merger, to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by the Required Oryx Vote. Each of this Agreement and the Stock Option Agreements has been duly executed and delivered by Oryx and constitutes a valid and binding agreement of OryxBuyer, enforceable against it in accordance with its terms, terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting the enforcement of creditors' rights generally and similar laws relating except that the availability of specific performance, injunctive relief and other equitable remedies is subject to or affecting creditors generally or by general equity principles (regardless the discretion of whether such enforceability is considered in a the court before which any proceeding in equity or at lawmay be brought). (iib) The Neither the execution and delivery of this Agreement and by the Stock Option Agreements by Oryx does not or will notBuyer, as the case may be, and nor the consummation by Oryx the Buyer of the Merger and the other transactions contemplated hereby and thereby hereby, nor compliance by the Buyer with any of the provisions hereof will not, (i) conflict with or result in a Violation breach of or pursuant to: (A) any provision of the certificate articles of incorporation or by-laws bylaws of Oryx, the Buyer or any similar organizational documents of any material Subsidiary of Oryxits Subsidiaries, or (Bii) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of the Buyer or any of its Subsidiaries under, any Contract or Permit of the Buyer or any of its Subsidiaries, except as would could not reasonably be expected to have a Material Adverse Effect on Oryxthe Buyer, or (iii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings requisite Consents referred to in paragraph (iiiSection 8.1(b) belowof this Agreement, violate any loan Law or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation Order applicable to Oryx the Buyer or any Subsidiary of Oryx its Subsidiaries or any of their respective properties or assetsAssets. (iiic) No consentOther than in connection or compliance with the provisions of the Securities Laws and banking Regulatory Authorities, approvalno notice to, order or authorization of, or registration, declaration or filing with, or Consent of, any Governmental Entity Authority is required by or with respect to Oryx or any Subsidiary of Oryx in connection with the execution and delivery of this Agreement or the Stock Option Agreements by Oryx or necessary for the consummation by Oryx the Buyer of the Merger and the other transactions contemplated hereby and thereby, except the Necessary Consents and such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain would not reasonably be expected to have a Material Adverse Effect on Oryxin this Agreement.

Authority; No Conflicts. (ia) Oryx Subject to required regulatory and shareholder approvals, each of the Parent and the Buyer has all requisite the corporate power and authority necessary to enter into execute, deliver and perform its obligations under this Agreement and the Stock Option Agreements and to consummate the transactions contemplated hereby and therebyhereby. Subject to required Buyer shareholder approval, subject, in the case of the consummation of the Reverse Split and the Merger, to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by the Required Oryx Vote (as defined in Section 3.2(g)). The execution and delivery of and performance of its obligations under this Agreement and the Stock Option Agreements other documents contemplated hereby, and the consummation of the transactions contemplated hereby and thereby herein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of Oryx, subject, in the case each of the consummation Parent and the Buyer. This Agreement represents a legal, valid, and binding obligation of each of the Reverse Split Parent and the Merger, to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by the Required Oryx Vote. Each of this Agreement and the Stock Option Agreements has been duly executed and delivered by Oryx and constitutes a valid and binding agreement of OryxBuyer, enforceable against it in accordance with its terms, terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting the enforcement of creditors’ rights generally and similar laws except that the availability of specific performance, injunctive relief and other equitable remedies is subject to the discretion of the court before which any proceeding may be brought). To the Knowledge of the Parent and the Buyer, there is no fact or condition relating to the Parent or affecting creditors generally or by general equity principles (regardless any of whether such enforceability is considered in a proceeding in equity or at law)its Subsidiaries that would prevent all regulatory approvals required for the consummation of the transactions contemplated hereby from being obtained. (iib) The Neither the execution and delivery of this Agreement and by the Stock Option Agreements by Oryx does not Parent or will notthe Buyer, as the case may be, and nor the consummation by Oryx the Parent or the Buyer of the Merger and the other transactions contemplated hereby and thereby hereby, nor compliance by the Parent or the Buyer with any of the provisions hereof will not, (i) conflict with or result in a Violation breach of or pursuant to: (A) any provision of the certificate such Person’s articles of incorporation or by-laws of Oryxbylaws, (ii) constitute or result in a Default under, or require any similar organizational documents Consent pursuant to, or result in the creation of any material Subsidiary Lien on any Asset of Oryxsuch Person under, any Contract or (B) Permit of such Person, except as would could not reasonably be expected to have a Material Adverse Effect on Oryxsuch Person, or (iii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings requisite Consents referred to in paragraph (iii) belowSection 8.1, violate any loan Law or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation Order applicable to Oryx such Person or any Subsidiary of Oryx or their respective properties or assetsits Assets. (iiic) No consentOther than in connection or compliance with the provisions of the Securities Laws and banking Regulatory Authorities, approvalno notice to, order or authorization of, or registration, declaration or filing with, or Consent of, any Governmental Entity Authority is required by or with respect to Oryx or any Subsidiary of Oryx in connection with the execution and delivery of this Agreement or the Stock Option Agreements by Oryx or necessary for the consummation by Oryx the Parent or the Buyer of the Merger and the other transactions contemplated hereby and thereby, except the Necessary Consents and such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain would not reasonably be expected to have a Material Adverse Effect on Oryxin this Agreement.

Authority; No Conflicts. (i) Oryx The Company has all requisite corporate power and corporate authority to enter into this Agreement and the Stock Option Agreements and and, subject to consummate the transactions contemplated hereby and thereby, subject, in the case of the consummation of the Reverse Split and the Merger, to the approval of the Reverse Split and the adoption of this Agreement by the stockholders requisite vote of Oryx by the Required Oryx Vote (as defined in Section 3.2(g))holders of Company Common Stock, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the Stock Option Agreements and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Oryxthe Company, subject, subject in the case of the consummation of the Reverse Split and the Merger, Merger to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by the Required Oryx Vote. Each of this Agreement and the Stock Option Agreements principal terms of the Merger by the shareholders of the Company. This Agreement has been duly executed and delivered by Oryx the Company and constitutes a valid and binding agreement of Oryxthe Company, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally or and by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (ii) At a meeting duly called and held, the Special Committee has (i) determined, in what the Special Committee believes to be good faith, that this Agreement, and the transactions contemplated hereby, including the Merger, are in the best interests of the Company’s shareholders other than Parent and its affiliates and just and reasonable to the Company under Section 310(a)(2) of the CGCL and (ii) resolved to recommend and recommended approval of this Agreement to the Board of Directors. (iii) At a meeting duly called and held, and acting on the recommendation of the Special Committee and with full disclosure of the material facts as to the Merger and after having inquired as to the interest of certain of the Company’s directors in the Merger and the transactions contemplated by this Agreement, the Board of Directors (with certain members abstaining) has (1) determined, in what the Board of Directors believes to be good faith, that this Agreement and the transactions contemplated hereby, including the Merger, are in the best interests of the Company’s shareholders, other than Parent and its affiliates, and just and reasonable as to the Company under Section 310(a)(2) of the CGCL, (2) approved and adopted this Agreement and the transactions contemplated hereby, including the Merger, in accordance with the requirements of the CGCL, and (3) subject to the provisions of Section 4.1 and 4.4(b), resolved to recommend approval and adoption of this Agreement and the Merger by the shareholders of the Company. (iv) The execution and delivery of this Agreement and the Stock Option Agreements by Oryx does not or will not, as the case may be, and the consummation by Oryx of the Merger and the other transactions contemplated hereby and thereby will not, conflict with, or result in any violation of, or constitute a Violation default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, amendment, cancellation or acceleration of any obligation or the loss of a material benefit under, or the creation of a lien, pledge, security interest, charge or other encumbrance on any assets (any such conflict, violation, default, right of termination, amendment, cancellation or acceleration, loss or creation, a “Violation”) pursuant to: (A) any provision of the certificate Organizational Documents of incorporation the Company or by-laws of Oryxthe Company Subsidiaries, or any similar organizational documents of any material Subsidiary of Oryx, or (B) except as would could not reasonably be expected to have a Material Adverse Effect on Oryxthe Company, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company, the Company Subsidiaries or their respective properties or assets or (C) except as could not reasonably be expected to have a Material Adverse Effect on the Company and, subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iiiv) below, any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule franchise or regulation license applicable to Oryx or any Subsidiary of Oryx the Company, the Company Subsidiaries or their respective properties or assets. (iiiv) No consent, approval, order or authorization of, or registration, declaration or filing with, any supranational, national, state, municipal or local government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof (a “Governmental Entity Entity”) is required by or with respect to Oryx the Company or any Subsidiary of Oryx the Company Subsidiaries in connection with the execution and delivery of this Agreement or by the Stock Option Agreements by Oryx Company or the consummation by Oryx the Company of the Merger and the other transactions contemplated hereby and therebyhereby, except for (x) those required under or in relation to (A) the Necessary Consents ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the “HSR Act”), (B) the Securities Act of 1933, as amended (the “Securities Act”), (C) the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (D) the CGCL with respect to the filing and recordation of appropriate merger or other documents, (E) rules and regulations of the Nasdaq National Market (“Nasdaq”), and (F) antitrust or other competition laws of other jurisdictions, and (y) such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain would could not reasonably be expected to have a Material Adverse Effect on Oryxthe Company.

Authority; No Conflicts. (i) Oryx Merger Sub has all requisite corporate power and authority to enter into this Agreement and the Stock Option Agreements and to consummate the transactions contemplated hereby and thereby, subject, in the case of the consummation of the Reverse Split and the Merger, to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by the Required Oryx Vote (as defined in Section 3.2(g))hereby. The execution and delivery of this Agreement and the Stock Option Agreements and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Oryx, subject, in the case of the consummation of the Reverse Split and the Merger, to the approval of the Reverse Split and the adoption of this Merger Sub. This Agreement by the stockholders of Oryx by the Required Oryx Vote. Each of this Agreement and the Stock Option Agreements has been duly executed and delivered by Oryx Merger Sub and constitutes a valid and binding agreement of OryxMerger Sub, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors generally generally, or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (ii) The execution and delivery of this Agreement and the Stock Option Agreements by Oryx does not or will not, as the case may be, and the consummation by Oryx of the Merger and the other transactions contemplated hereby and thereby will not, result in a any Violation of or pursuant toof: (A) any provision of the certificate Organizational Documents of incorporation or by-laws of Oryx, or any similar organizational documents of any material Subsidiary of Oryx, Merger Sub or (B) except as would could not reasonably be expected to have a Material Adverse Effect on Oryx, Merger Sub and subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iii) below, any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Oryx Merger Sub or any Subsidiary of Oryx or their respective its properties or assets. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to Oryx or any Subsidiary of Oryx Merger Sub in connection with the execution and delivery of this Agreement or the Stock Option Agreements by Oryx Merger Sub or the consummation by Oryx Merger Sub of the Merger and the other transactions contemplated hereby and therebyhereby, except for (A) the Necessary Required Consents set forth in Section 3.1(c)(iii) and (B) such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain would could not reasonably be expected to have a Material Adverse Effect on OryxMerger Sub.

Authority; No Conflicts. (i) Oryx The Company has all requisite corporate power and authority to enter into this Agreement and the Stock Option Agreements and and, subject to consummate the transactions contemplated hereby and thereby, subject, in the case of the consummation of the Reverse Split and the Merger, to the approval of the Reverse Split and the adoption of this Agreement by the stockholders requisite vote of Oryx by the Required Oryx Vote (as defined in Section 3.2(g))holders of Company Common Stock and Company Preferred Stock, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the Stock Option Agreements and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Oryxthe Company, subject, subject in the case of the consummation of the Reverse Split and the Merger, Merger to the approval of the Reverse Split and the adoption of this Agreement by the stockholders holders of Oryx by the Required Oryx VoteCompany Common Stock and Company Preferred Stock. Each of this This Agreement and the Stock Option Agreements has been duly executed and delivered by Oryx the Company and constitutes a valid and binding agreement obligation of Oryxthe Company, enforceable against it the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws Laws relating to or affecting creditors creditors’ rights generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (ii) The execution and delivery of this Agreement and the Stock Option Agreements by Oryx does not or will do not, as the case may be, and the consummation by Oryx of the Merger and the other transactions contemplated hereby and thereby compliance with the provisions hereof will not, result in a Violation of or pursuant to: (A) violate any provision of the certificate Organizational Documents of incorporation the Company or by-laws of Oryxits Subsidiaries, or any similar organizational documents of any material Subsidiary of Oryx, or (B) except as would not reasonably be expected to have a Material Adverse Effect on Oryx, subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iiiSection 3.1(c)(iii) below, conflict with or result in any violation of or constitute a default (with or without notice or lapse of time, or both) under any statute, Law, ordinance, rule or regulation of any state or the United States or any political subdivision thereof or therein applicable to the Company or any judgment, order, decree, determination or award currently in effect, which, individually or in the aggregate, would have a Material Adverse Effect on the Company or would prevent the consummation of the Merger by the Outside Date, or (C) except as set forth in Section 3.1(c)(ii) of the Company Disclosure Schedule, violate, conflict with, constitute a breach or default under or give rise to a right of termination under any contract, loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule franchise or regulation applicable license to Oryx which the Company is a party or by which any Subsidiary of Oryx or their respective its properties or assetsassets is bound or subject, which, individually or in the aggregate, would have a Material Adverse Effect on the Company or would prevent the consummation of the Merger by the Outside Date. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, any supranational, national, state, municipal or local government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasi-governmental authority or any private body exercising any regulatory, taxing or other governmental authority (a “Governmental Entity Entity”), which has not been received or made, is required by or with respect to Oryx the Company or any Subsidiary of Oryx in connection with the execution and delivery of this Agreement or by the Stock Option Agreements by Oryx Company or the consummation by Oryx the Company of the Merger and the other transactions contemplated hereby and therebyhereby, except for (A) the Necessary Consents filing with the Securities and Exchange Commission (the “SEC”) of a proxy statement in connection with the Shareholders’ Meeting (such proxy statement, including any preliminary version thereof, in either case, as amended, modified or supplemented from time to time, the “Proxy Statement”), (B) the filing with the SEC of a Rule 13e-3 Transaction Statement on Schedule 13E-3 (the “Schedule 13E-3”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (C) state securities or “blue sky” Laws, (D) any other filings or reports required under the Exchange Act or the rules and regulations promulgated thereunder in connection with the transactions contemplated by this Agreement, (E) the filing and recordation of appropriate merger or other documents under the IBCA and ILLCA, (F) compliance with the rules and regulations of the Over-the-Counter Bulletin Board (the “OTCBB”), (G) antitrust or other competition Laws, and (H) such consents, approvals, orders, authorizations, registrations, declarations and filings with any Governmental Entity the failure of which to make or obtain would not reasonably be expected to have a Material Adverse Effect on Oryxthe Company or prevent the consummation of the Merger by the Outside Date.

Authority; No Conflicts. (i) Oryx Anthem has all requisite corporate power and authority to enter into this Agreement and the Stock Option Agreements and to consummate the transactions contemplated hereby hereby, including the issuance of the shares of Anthem Common Stock to be issued in the Merger, including in respect of the Vested Cigna Stock Options (the “ Share Issuance”) and therebyin respect of the Converted Options and Converted Other Stock Awards, subject, subject in the case of the consummation of the Reverse Split and the Merger, Share Issuance to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by obtaining the Required Oryx Anthem Vote (as defined in Section 3.2(g3.1(g)). The execution and delivery of this Agreement and the Stock Option Agreements and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of OryxAnthem, subject, subject in the case of the consummation of the Reverse Split and the Merger, Share Issuance to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by obtaining the Required Oryx Anthem Vote. Each of this This Agreement and the Stock Option Agreements has been duly executed and delivered by Oryx and Anthem and, assuming that this Agreement constitutes a valid and binding agreement of OryxCigna, constitutes a valid and binding agreement of Anthem, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law)) or by an implied covenant of good faith and fair dealing. (ii) The execution and delivery of this Agreement and the Stock Option Agreements by Oryx Anthem does not or will not, as the case may be, and the consummation by Oryx Anthem of the Merger Mergers and the other transactions contemplated hereby and thereby will not, conflict with, or result in any violation of, or constitute a Violation default (with or without notice or lapse of time, or both) under, or trigger a payment under, or give rise to a right of termination, amendment, cancellation or acceleration of any obligation or the loss of a material benefit under, or the creation of a Lien on any assets (any such conflict, violation, default, payment trigger, right of termination, amendment, cancellation or acceleration, loss or creation, is hereinafter referred to as a “Violation”) pursuant to: (A) any provision of of (1) the certificate articles of incorporation or by-laws bylaws or equivalent organizational document of Oryx, Anthem or any similar organizational documents of any material Subsidiary of Oryx, Anthem or (2) the BCBSA Licenses or the BCBSA Rules or (B) except as would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect on OryxAnthem, and subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iii) belowSection 3.1(c)(iii), any loan or credit agreement, security agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, contract, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Oryx Anthem or any material Subsidiary of Oryx Anthem or their respective properties or assets. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, any supranational, national, state, municipal, local or foreign government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority (a “Governmental Entity Entity”) or expiry of any related waiting period is required by or with respect to Oryx Anthem or any material Subsidiary of Oryx Anthem in connection with the execution and delivery of this Agreement by Anthem or the Stock Option Agreements by Oryx Merger Sub or the consummation by Oryx of the Merger and the other transactions contemplated hereby and therebyhereby, except for those required under or in relation to (A) the Necessary Consents ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976 (the “ HSR Act”) and such other consents, approvals, orders, authorizations, registrations, declarations declarations, notices or filings as are required to be made or obtained under any foreign antitrust laws; (B) state securities or “blue sky” laws (the “Blue Sky Laws”); (C) the Securities Act of 1933 (the “ Securities Act”); (D) the Exchange Act; (E) the DGCL with respect to the filing of the Certificate of Merger; (F) the IBCL and filings the failure DGCL with respect to the filing of which to make or obtain would not reasonably be expected to have articles of merger and a Material Adverse Effect on Oryx.certificate of merger (as applicable) in connection with the Second Merger; (G) rules and regulations of the NYSE;

Authority; No Conflicts. (i) Oryx Company has all requisite corporate power and authority to enter into this Agreement and the Stock Option Agreements Agreement and to consummate the transactions contemplated hereby and thereby, subject, in the case of the consummation of the Reverse Split and the Merger, subject to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by the Required Oryx Company Vote (as defined in Section 3.2(g3.2(h)). The execution and delivery of this Agreement and the Stock Option Agreements Agreement and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of OryxCompany, subject, in the case of the consummation of the Reverse Split and the Merger, subject to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by the Required Oryx Company Vote. Each of this This Agreement and the Stock Option Agreements has Agreement have been duly executed and delivered by Oryx Company and, assuming that this Agreement and constitutes a the Option Agreement constitute the valid and binding agreement agreements of OryxPurchaser and, in the case of this Agreement, Merger Sub, constitute valid and binding agreements of Company, enforceable against it in accordance with its their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law)) or by an implied covenant of good faith and fair dealing. (ii) The execution and delivery of this Agreement and the Stock Option Agreements Agreement by Oryx Company does not or will not, as the case may be, and the consummation by Oryx Company of the Merger and the other transactions contemplated hereby and thereby will not, conflict with, or result in a Violation of or pursuant to: (A) any provision of the certificate articles of incorporation or by-laws of Oryx, Company or any similar organizational documents of any material Subsidiary of Oryx, Company or (B) except as set forth in Section 3.2(c) of the Company Disclosure Schedule or would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect on OryxCompany, and subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iii) below, any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Oryx Company or any Subsidiary of Oryx Company or their respective properties or assets. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to Oryx Company or any Subsidiary of Oryx Company in connection with the execution and delivery of this Agreement or the Stock Option Agreements Agreement by Oryx Company or the consummation by Oryx of the Merger and the other transactions contemplated hereby and thereby, except the Necessary Consents and such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect on OryxCompany.

Authority; No Conflicts. (i) Oryx The Company has all requisite corporate power and corporate authority to enter into this Agreement and, subject to the adoption of this Agreement and approval of the Stock Option Agreements and Merger by the requisite vote of the holders of Company Common Stock, to consummate the transactions contemplated hereby and thereby, subject, in the case of the consummation of the Reverse Split and the Merger, to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by the Required Oryx Vote (as defined in Section 3.2(g))hereby. The execution and delivery of this Agreement and the Stock Option Agreements and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Oryxthe Company by a unanimous vote of all the members of the Company Board, subject, subject in the case of the consummation of the Reverse Split and the Merger, Merger to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by the Required Oryx Vote. Each of this Agreement and the Stock Option Agreements Merger by the requisite vote of the holders of Company Common Stock. This Agreement has been duly executed and delivered by Oryx the Company and constitutes a valid and binding agreement of Oryxthe Company, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally or and by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (ii) The execution and delivery of this Agreement and the Stock Option Agreements by Oryx does not or will not, as the case may be, and the consummation by Oryx of the Merger and the other transactions contemplated hereby and thereby will (including the Exchange Offers) does not, conflict with, or result in any violation of, or constitute a Violation default (with or without notice or lapse of time, or both) under, or give rise to a right of consent, termination, amendment, cancellation or acceleration of any obligation or the loss of a benefit under, or the creation of a Lien on any assets (any such conflict, violation, default, right of consent, termination, amendment, cancellation or acceleration, loss or creation, a "Violation") pursuant to: (A) any --------- provision of the certificate Organizational Documents of incorporation or by-laws of Oryx, the Company or any similar organizational documents of any material Subsidiary of Oryx, its Subsidiaries or (B) except as would not reasonably be expected to have a Material Adverse Effect on Oryx, subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iii) below, any loan or credit agreement, note, mortgage, bond, indenture, leasebenefit plan, benefit plan lease or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Oryx or any Subsidiary of Oryx the Company, the Company's Subsidiaries or their respective real properties or assets. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, any supranational, national, state, municipal or local government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, or other governmental or quasi-governmental authority (a "Governmental Entity ------------ Entity"), is required by or with respect to Oryx the Company or any Subsidiary of Oryx ------ in connection with the execution and delivery of this Agreement or by the Stock Option Agreements by Oryx Company or the consummation by Oryx the Company of the Merger and the other transactions contemplated hereby and therebyhereby, except for (x) those required under or in relation to (A) the Necessary Consents filing of a proxy statement in definitive form relating to the meeting of the Company's stockholders to be held in connection with the Merger (together with all amendments, supplements and exhibits thereto, the "Proxy ----- Statement") and (B) the DGCL with respect to the filing and recordation of --------- appropriate merger or other documents, including the Certificate of Merger, and (y) such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain which would not reasonably be expected to have a Material Adverse Effect on Oryxthe Company or materially impair or delay the ability of the Company to consummate the transactions contemplated hereby.

Authority; No Conflicts. Each Member represents and warrants as follows: (ia) Oryx It, and to its best knowledge, each of its Control Entities, is a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation or organization; (b) It, and to its best knowledge, its Parent Entity, has all requisite corporate full power and authority and legal right to enter into execute and deliver this Operating Agreement and, when executed and the Stock Option Agreements delivered, any Additional Agreement, to which such Entity may be a party; (c) Its, and to consummate the transactions contemplated hereby its best knowledge, its Parent Entity's, execution, delivery and thereby, subject, in the case of the consummation of the Reverse Split and the Merger, to the approval of the Reverse Split and the adoption performance of this Operating Agreement by the stockholders of Oryx by the Required Oryx Vote (as defined in Section 3.2(g)). The execution has been, and, when executed and delivery of this Agreement and the Stock Option delivered, all Additional Agreements and the consummation of the transactions contemplated hereby and thereby to which such Entity may be a party will have been been, duly authorized by all necessary corporate action on the part of Oryxaction; (d) This Operating Agreement and, subjectwhen executed and delivered, in the case of the consummation of the Reverse Split and the Mergereach Additional Agreement, to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by the Required Oryx Vote. Each of this Agreement and the Stock Option Agreements which it or its Parent Entity may be a party has been duly executed and delivered by Oryx it or its Parent Entity, as the case may be; (e) This Operating Agreement and, when executed and delivered, each Additional Agreement, to which it or its Parent Entity may be a party constitutes a its or its Parent Entity's, as the case may be, legal, valid and binding agreement of Oryxobligation, enforceable against it in accordance with its terms, except as that such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and or similar laws relating to or affecting the rights of creditors generally and by the availability of the remedy of specific performance; and (f) None of the execution, delivery or performance by general equity principles it, and to the best of its knowledge, its Parent Entity, of this Operating Agreement and, when executed and delivered, any Additional Agreement, to which such Entity may be a party (regardless i) will violate or conflict with the organizational documents of whether such enforceability is considered in a proceeding in equity or at law). Entity, (ii) The execution and delivery of this Agreement and the Stock Option Agreements by Oryx does not or will not, as the case may be, and the consummation by Oryx of the Merger and the other transactions contemplated hereby and thereby will not, result in a Violation any breach of or pursuant to: (A) default under any provision of the certificate of incorporation other Contract to which such Entity may be a party or by-laws of Oryx, or any similar organizational documents of any material Subsidiary of Oryx, or (B) except as would not reasonably be expected to have a Material Adverse Effect on Oryx, subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iii) belowis prohibited or, except as expressly disclosed in this Operating Agreement or any loan Additional Agreement to which such Entity may be a party, requires such Entity to obtain any consent, approval or credit agreement, note, mortgage, bond, indenture, lease, benefit plan authorization or make any registration or filing with any governmental authority or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Oryx or any Subsidiary of Oryx or their respective properties or assetsPerson. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to Oryx or any Subsidiary of Oryx in connection with the execution and delivery of this Agreement or the Stock Option Agreements by Oryx or the consummation by Oryx of the Merger and the other transactions contemplated hereby and thereby, except the Necessary Consents and such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain would not reasonably be expected to have a Material Adverse Effect on Oryx.

Authority; No Conflicts. (ia) Oryx Subject to required regulatory and shareholder approvals, each of the Parent and the Buyer has all requisite the corporate power and authority necessary to enter into execute, deliver and perform its obligations under this Agreement and the Stock Option Agreements and to consummate the transactions contemplated hereby and therebyhereby. Subject to required shareholder approval, subject, in the case of the consummation of the Reverse Split and the Merger, to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by the Required Oryx Vote (as defined in Section 3.2(g)). The execution and delivery of and performance of its obligations under this Agreement and the Stock Option Agreements other documents contemplated hereby, and the consummation of the transactions contemplated hereby and thereby herein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of Oryx, subject, in the case each of the consummation Parent and the Buyer. This Agreement represents a legal, valid, and binding obligation of each of the Reverse Split Parent and the Merger, to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by the Required Oryx Vote. Each of this Agreement and the Stock Option Agreements has been duly executed and delivered by Oryx and constitutes a valid and binding agreement of OryxBuyer, enforceable against it in accordance with its terms, terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting the enforcement of creditors' rights generally and similar laws except that the availability of specific performance, injunctive relief and other equitable remedies is subject to the discretion of the court before which any proceeding may be brought). To the Knowledge of the Parent and the Buyer, there is no fact or condition relating to the Parent or affecting creditors generally or by general equity principles (regardless any of whether such enforceability is considered in a proceeding in equity or at law)its Subsidiaries that would prevent all regulatory approvals required for the consummation of the transactions contemplated hereby from being obtained. (iib) The Neither the execution and delivery of this Agreement and by the Stock Option Agreements by Oryx does not Parent or will notthe Buyer, as the case may be, and nor the consummation by Oryx the Parent or the Buyer of the Merger and the other transactions contemplated hereby and thereby hereby, nor compliance by the Parent or the Buyer with any of the provisions hereof will not, (i) conflict with or result in a Violation breach of or pursuant to: (A) any provision of the certificate such Person's articles of incorporation or by-laws of Oryxbylaws, (ii) constitute or result in a Default under, or require any similar organizational documents Consent pursuant to, or result in the creation of any material Subsidiary Lien on any Asset of Oryxsuch Person under, any Contract or (B) Permit of such Person, except as would could not reasonably be expected to have a Material Adverse Effect on Oryxsuch Person, or (iii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings requisite Consents referred to in paragraph (iii) belowSection 8.1, violate any loan Law or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation Order applicable to Oryx such Person or any Subsidiary of Oryx or their respective properties or assetsits Assets. (iiic) No consentOther than in connection or compliance with the provisions of the Securities Laws and Law administered by banking Regulatory Authorities, approvalno notice to, order or authorization of, or registration, declaration or filing with, or Consent of, any Governmental Entity Authority is required by or with respect to Oryx or any Subsidiary of Oryx in connection with the execution and delivery of this Agreement or the Stock Option Agreements by Oryx or necessary for the consummation by Oryx the Parent or the Buyer of the Merger and the other transactions contemplated hereby and thereby, except the Necessary Consents and such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain would not reasonably be expected to have a Material Adverse Effect on Oryxin this Agreement.

Authority; No Conflicts. (i) Oryx OSI has all requisite corporate power and authority to enter into this Agreement and the Stock Option Agreements and to consummate the transactions contemplated hereby and thereby, subject, subject in the case of the consummation of the Reverse Split and the Merger, Merger to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by the Required Oryx OSI Vote (as defined in Section 3.2(g)). The execution and delivery of this Agreement and the Stock Option Agreements and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of OryxOSI, subject, subject in the case of the consummation of the Reverse Split and the Merger, Merger to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by the Required Oryx OSI Vote. Each of this This Agreement and the Stock Option Agreements has have been duly executed and delivered by Oryx OSI and constitutes a constitute valid and binding agreement agreements of OryxOSI, enforceable against it in accordance with its their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (ii) The execution and delivery of this Agreement and the Stock Option Agreements by Oryx OSI does not or will not, as the case may be, and the consummation by Oryx OSI of the Merger and the other transactions contemplated hereby and thereby will not, conflict with, or result in a Violation of or pursuant to: (A) any provision of the certificate of incorporation or by-laws bylaws of Oryx, OSI or any similar organizational documents of any material Subsidiary of Oryx, OSI or (B) except as as, in the aggregate, would not reasonably be expected to have a Material Adverse Effect on OryxOSI or, subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iii) below, any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Oryx or OSI, any material Subsidiary of Oryx OSI or their respective properties or assets. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to Oryx OSI or any Subsidiary of Oryx OSI in connection with the execution and delivery of this Agreement or and the Stock Option Agreements by Oryx OSI or the consummation by Oryx of the Merger and the other transactions contemplated hereby and thereby, except the Necessary Consents and such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain obtain, in the aggregate, would not reasonably be expected to have a Material Adverse Effect on OryxOSI.

Authority; No Conflicts. Except as set forth in Section 2.1(c) of ----------------------- the Company Disclosure Schedule: (i) Oryx The Company has all requisite corporate power and authority to enter into this Agreement and, subject to the adoption of this Agreement and approval of the Stock Option Agreements and Merger by the majority vote of the stockholders of the Company, to consummate the transactions contemplated hereby hereby. The execution, delivery and thereby, subject, in the case of the consummation of the Reverse Split and the Merger, to the approval of the Reverse Split and the adoption performance of this Agreement by the stockholders of Oryx by the Required Oryx Vote (as defined in Section 3.2(g)). The execution and delivery of this Agreement and the Stock Option Agreements and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Oryxthe Company, subject, subject in the case of the consummation of the Reverse Split and the Merger, Merger to the approval of the Reverse Split and the adoption of this Agreement by the requisite vote of the stockholders of Oryx by the Required Oryx VoteCompany. Each of this This Agreement and the Stock Option Agreements has been duly executed and delivered by Oryx the Company and constitutes a valid and binding agreement of Oryxthe Company, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally or and by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (ii) The execution execution, delivery and delivery performance of this Agreement and by the Stock Option Agreements by Oryx does not or will not, as the case may be, Company and the consummation by Oryx the Company of the Merger and the other transactions contemplated hereby do not and thereby will not, conflict with, or result in any breach or violation of, or constitute a Violation default (with or without notice or lapse of time, or both) under, or give rise to a right of consent, termination, amendment, cancellation or acceleration of any obligation or the loss of a material benefit under, the creation of a Lien on any asset or the triggering of any change of control provision (any such conflict, violation, default, right of consent, termination, amendment, cancellation or acceleration, loss, creation or triggering, a "Violation") --------- pursuant to: to (A) any provision of the certificate Organizational Documents of incorporation or by-laws of Oryx, the Company or any of its Subsidiaries or any partnership agreement, stockholders agreement, limited liability company agreement, organizational document or similar organizational documents agreement or arrangement to which the Company or any such Subsidiary is a party which governs or defines the relationship by and among the Company and its Subsidiaries, on the one hand, and other direct or indirect equity owners of any material direct or indirect Subsidiary of Oryxthe Company, on the other, including any such agreement or arrangement providing for a Lien (each an "Investment Agreement") (assuming receipt of -------------------- the approval of the Company's stockholders referred to in Section 2.1(c)(i)), or (B) except as would not reasonably be expected to have a Material Adverse Effect on Oryx, subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iii) below, any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Oryx or any Subsidiary of Oryx the Company, the Company's Subsidiaries or their respective properties or assets, except, with respect to either clause (A) or (B), as would not have or be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect on the Company or Buyer and subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in Section 2.1(c)(iii) or otherwise contemplated in this Agreement. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, any supranational, national, state, municipal or local government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, or other governmental or quasi-governmental authority (a "Governmental Entity ------------ Entity"), is required by or with respect to Oryx the Company or any Subsidiary of Oryx its ------ Subsidiaries in connection with the execution execution, delivery and delivery performance by the Company of this Agreement or the Stock Option Agreements by Oryx or the consummation by Oryx the Company of the Merger transactions contemplated hereby, except for (A) those required under or in relation to the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the "HSR Act"), or any antitrust or other competition laws of ------- other jurisdictions; (B) compliance with any applicable requirements of the Communications Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the "Communications Act") and the ------------------ decisions of the FCC, and any applicable requirements of any public service or utility commissions or similar entities; (C) the filing and recordation of appropriate merger or other transactions contemplated hereby documents pursuant to and thereby, except in accordance with the Necessary Consents DGCL; and (D) such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain would could not be reasonably be expected to have a Material Adverse Effect on Oryxthe Company or would not materially impair or delay the ability of the Company to consummate the transactions contemplated hereby.

Authority; No Conflicts. (i) Oryx ▇▇▇▇▇▇-▇▇▇▇▇▇▇ has all requisite corporate power and authority to enter into this Agreement and the Stock Option Agreements and to consummate the transactions contemplated hereby and therebyhereby, subject, subject in the case of the consummation of the Reverse Split and the Merger, Merger to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by the Required Oryx ▇▇▇▇▇▇-▇▇▇▇▇▇▇ Vote (as defined in Section 3.2(g)). The execution and delivery of this Agreement and the Stock Option Agreements and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Oryx▇▇▇▇▇▇-▇▇▇▇▇▇▇, subject, subject in the case of the consummation of the Reverse Split and the Merger, Merger to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by the Required Oryx ▇▇▇▇▇▇-▇▇▇▇▇▇▇ Vote. Each of this This Agreement and the Stock Option Agreements has been duly executed and delivered by Oryx ▇▇▇▇▇▇-▇▇▇▇▇▇▇ and constitutes a valid and binding agreement of Oryx▇▇▇▇▇▇-▇▇▇▇▇▇▇, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (ii) The execution and delivery of this Agreement and the Stock Option Agreements by Oryx ▇▇▇▇▇▇- ▇▇▇▇▇▇▇ does not or will not, as the case may be, and the consummation by Oryx ▇▇▇▇▇▇-▇▇▇▇▇▇▇ of the Merger and the other transactions contemplated hereby and thereby will not, conflict with, or result in a Violation of or pursuant to: (A) any provision of the certificate of incorporation or bybylaws of ▇▇▇▇▇▇-laws of Oryx, ▇▇▇▇▇▇▇ or any similar organizational documents of any material Subsidiary of Oryx, ▇▇▇▇▇▇-▇▇▇▇▇▇▇ or (B) except as as, in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Oryx▇▇▇▇▇▇-▇▇▇▇▇▇▇ or, subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iii) below, any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Oryx ▇▇▇▇▇▇-▇▇▇▇▇▇▇ or any Subsidiary of Oryx ▇▇▇▇▇▇-▇▇▇▇▇▇▇ or their respective properties or assets. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to Oryx ▇▇▇▇▇▇-▇▇▇▇▇▇▇ or any Subsidiary of Oryx ▇▇▇▇▇▇-▇▇▇▇▇▇▇ in connection with the execution and delivery of this Agreement or the Stock Option Agreements by Oryx ▇▇▇▇▇▇-▇▇▇▇▇▇▇ or the consummation by Oryx of the Merger and the other transactions contemplated hereby and therebyhereby, except the Necessary Consents and such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain obtain, in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Oryx▇▇▇▇▇▇-▇▇▇▇▇▇▇.

Authority; No Conflicts. (ia) Oryx The Company has all requisite corporate power and authority to enter into this Agreement and the Stock Option Agreements and to consummate the transactions contemplated hereby and therebyhereby, subject, in the case of the consummation of the Reverse Split and the Merger, subject to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by the Required Oryx Vote (as defined in Section 3.2(g))Company Vote. The execution execution, delivery and delivery performance of this Agreement and the Stock Option Agreements and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Oryxthe Company, subject, in the case of the consummation of the Reverse Split and the Merger, subject to the approval of the Reverse Split and the adoption of this Agreement by the stockholders Required Company Vote, and no other corporate or stockholder action on the part of Oryx by the Required Oryx VoteCompany is necessary or required. Each of this This Agreement and the Stock Option Agreements has been duly executed and delivered by Oryx and the Company and, assuming that this Agreement constitutes a valid and binding agreement of OryxParent and Merger Sub, constitutes a valid and binding agreement of the Company, enforceable against it the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (iib) The execution and delivery of this Agreement and all other instruments and agreements to be delivered by the Stock Option Agreements by Oryx does not or will Company as contemplated hereby do not, as the case may be, and the consummation by Oryx of the Merger and the other transactions contemplated hereby and thereby will not, result in a Violation not (i) conflict with any of or pursuant to: (A) any provision the provisions of the certificate of incorporation or by-laws or equivalent charter documents of Oryxthe Company or any of its Subsidiaries, in each case as amended to the date of this Agreement, (ii) create any Lien (other than Permitted Liens) on any of the properties or assets of the Company or any of its Subsidiaries, (iii) conflict with or result in a breach of, or any similar organizational documents constitute a default under, or result in the acceleration of any material Subsidiary obligation or loss of Oryxany benefits under, any Contract or other instrument to which the Company or any of its Subsidiaries is a party or by which any of their respective properties or assets are bound, or (Biv) except as subject to receipt of the Necessary Consents, contravene any Applicable Law, except, in the case of clauses (ii), (iii) and (iv) above, for such Liens, conflicts, breaches, defaults, consents, approvals, authorizations, declarations, filings or notices which have not had and would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect on Oryxthe Company; provided, subject that, for purposes of this Section 3.3(b), the term Material Adverse Effect shall be deemed to obtaining include any event, circumstance, development, state of facts, occurrence, change or making effect that would prevent, materially impair or materially delay the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iii) below, any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Oryx ability of the Company or any Subsidiary of Oryx or their respective properties or assetsits Subsidiaries to consummate the transactions contemplated by this Agreement. (iiic) No consent, notice, waiver, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity or Third Party or expiry of any related waiting period is required by or with respect to Oryx the Company or any Subsidiary of Oryx the Company in connection with the execution and delivery of this Agreement or by the Stock Option Agreements by Oryx Company or the consummation by Oryx of the Merger and the other transactions contemplated hereby and therebyhereby, except the Necessary Consents and such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain would not reasonably be expected to have a Material Adverse Effect on OryxConsents.

Authority; No Conflicts. (i) Oryx Cigna has all requisite corporate power and authority to enter into this Agreement and the Stock Option Agreements and to consummate the transactions contemplated hereby and therebyhereby, subject, in the case of the consummation of the Reverse Split and the Merger, subject to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by the Required Oryx Cigna Vote (as defined in Section 3.2(g))) in the case of the Merger. The execution and delivery of this Agreement and the Stock Option Agreements and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of OryxCigna, subject, subject in the case of the consummation of the Reverse Split and the Merger, Merger to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by the Required Oryx Cigna Vote. Each of this This Agreement and the Stock Option Agreements has been duly executed and delivered by Oryx and Cigna and, assuming that this Agreement constitutes a valid and binding agreement of OryxAnthem and Merger Sub, constitutes a valid and binding agreement of Cigna, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law)) or by an implied covenant of good faith and fair dealing. (ii) The execution and delivery of this Agreement and the Stock Option Agreements by Oryx Cigna does not or will not, as the case may be, and the consummation by Oryx ▇▇▇▇▇ of the Merger and the other transactions contemplated hereby and thereby will not, conflict with, or result in a Violation of or pursuant to: (A) any provision of the certificate of incorporation or by-laws bylaws or equivalent organizational document of Oryx, Cigna or any similar organizational documents of any material Subsidiary of Oryx, Cigna or (B) except as would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect on OryxCigna, and subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iii) belowSection 3.2(c)(iii), any loan or credit agreement, security agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, contract, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Oryx Cigna or any material Subsidiary of Oryx Cigna or their respective properties or assets. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity or expiry of any related waiting period is required by or with respect to Oryx Cigna or any material Subsidiary of Oryx Cigna in connection with the execution and delivery of this Agreement or the Stock Option Agreements by Oryx Cigna or the consummation by Oryx of the Merger and the other transactions contemplated hereby and therebyhereby, except for the Necessary Consents and such consents, approvals, orders, authorizations, registrations, declarations declarations, licenses and filings and expiry of waiting periods the failure of which to make or obtain obtain, or expire, as the case may be, would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect on OryxCigna.

Authority; No Conflicts. (i) Oryx The Company has all requisite corporate power and corporate authority to enter into this Agreement and the Stock Option Agreements and and, subject to consummate the transactions contemplated hereby and thereby, subject, in the case of the consummation of the Reverse Split and the Merger, to the approval of the Reverse Split and the adoption of this Agreement by the stockholders requisite vote of Oryx by the Required Oryx Vote (as defined in Section 3.2(g))holders of Company Common Stock, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the Stock Option Agreements and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Oryxthe Company, subject, subject in the case of the consummation of the Reverse Split and the Merger, Merger to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by the Required Oryx Vote. Each of this Agreement and the Stock Option Agreements principal terms of the Merger by the shareholders of the Company. This Agreement has been duly executed and delivered by Oryx the Company and constitutes a valid and binding agreement of Oryxthe Company, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally or and by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (ii) At a meeting duly called and held, the Special Committee has (i) determined, in what the Special Committee believes to be good faith, that this Agreement, and the transactions contemplated hereby, including the Merger, are in the best interests of the Company's shareholders other than Parent and its affiliates and just and reasonable to the Company under Section 310(a)(2) of the CGCL and (ii) resolved to recommend and recommended approval of this Agreement to the Board of Directors. (iii) At a meeting duly called and held, and acting on the recommendation of the Special Committee and with full disclosure of the material facts as to the Merger and after having inquired as to the interest of certain of the Company's directors in the Merger and the transactions contemplated by this Agreement, the Board of Directors (with certain members abstaining) has (1) determined, in what the Board of Directors believes to be good faith, that this Agreement and the transactions contemplated hereby, including the Merger, are in the best interests of the Company's shareholders, other than Parent and its affiliates, and just and reasonable as to the Company under Section 310(a)(2) of the CGCL, (2) approved and adopted this Agreement and the transactions contemplated hereby, including the Merger, in accordance with the requirements of the CGCL, and (3) subject to the provisions of Section 4.1 and 4.4(b), resolved to recommend approval and adoption of this Agreement and the Merger by the shareholders of the Company. (iv) The execution and delivery of this Agreement and the Stock Option Agreements by Oryx does not or will not, as the case may be, and the consummation by Oryx of the Merger and the other transactions contemplated hereby and thereby will not, conflict with, or result in any violation of, or constitute a Violation default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, amendment, cancellation or acceleration of any obligation or the loss of a material benefit under, or the creation of a lien, pledge, security interest, charge or other encumbrance on any assets (any such conflict, violation, default, right of termination, amendment, cancellation or acceleration, loss or creation, a "Violation") pursuant to: (A) any provision of the certificate Organizational Documents of incorporation the Company or by-laws of Oryxthe Company Subsidiaries, or any similar organizational documents of any material Subsidiary of Oryx, or (B) except as would could not reasonably be expected to have a Material Adverse Effect on Oryxthe Company, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company, the Company Subsidiaries or their respective properties or assets or (C) except as could not reasonably be expected to have a Material Adverse Effect on the Company and, subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iiiv) below, any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule franchise or regulation license applicable to Oryx or any Subsidiary of Oryx the Company, the Company Subsidiaries or their respective properties or assets. (iiiv) No consent, approval, order or authorization of, or registration, declaration or filing with, any supranational, national, state, municipal or local government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof (a "Governmental Entity Entity") is required by or with respect to Oryx the Company or any Subsidiary of Oryx the Company Subsidiaries in connection with the execution and delivery of this Agreement or by the Stock Option Agreements by Oryx Company or the consummation by Oryx the Company of the Merger and the other transactions contemplated hereby and therebyhereby, except for (x) those required under or in relation to (A) the Necessary Consents ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (B) the Securities Act of 1933, as amended (the "Securities Act"), (C) the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (D) the CGCL with respect to the filing and recordation of appropriate merger or other documents, (E) rules and regulations of the Nasdaq National Market ("Nasdaq"), and (F) antitrust or other competition laws of other jurisdictions, and (y) such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain would could not reasonably be expected to have a Material Adverse Effect on Oryxthe Company.

Authority; No Conflicts. Each Member represents and warrants as follows: (ia) Oryx It, and to its best knowledge, each of its Control Entities, is a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation or organization; (b) It has all requisite corporate full power and authority and legal right to enter into execute and deliver this Operating Agreement and, when executed and the Stock Option Agreements delivered, any Additional Agreement to which it may be a party; (c) Its execution, delivery and to consummate the transactions contemplated hereby and thereby, subject, in the case of the consummation of the Reverse Split and the Merger, to the approval of the Reverse Split and the adoption performance of this Operating Agreement by the stockholders of Oryx by the Required Oryx Vote (as defined in Section 3.2(g)). The execution has been, and, when executed and delivery of this Agreement and the Stock Option delivered, all Additional Agreements and the consummation of the transactions contemplated hereby and thereby to which it may be a party will have been been, duly authorized by all necessary corporate action on the part of Oryxaction; (d) This Operating Agreement and, subjectwhen executed and delivered, in the case of the consummation of the Reverse Split and the Merger, each Additional Agreement to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by the Required Oryx Vote. Each of this Agreement and the Stock Option Agreements which it may be a party has been duly executed and delivered by Oryx it, as the case may be; (e) This Operating Agreement and, when executed and delivered, each Additional Agreement to which it may be a party constitutes a its, as the case may be, legal, valid and binding agreement of Oryxobligation, enforceable against it in accordance with its terms, except as that such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and or similar laws relating to or affecting the rights of creditors generally and by the availability of the remedy of specific performance; and (f) None of the execution, delivery or performance by general equity principles it of this Operating Agreement and, when executed and delivered, any Additional Agreement to which it may be a party (regardless of whether such enforceability is considered in a proceeding in equity i) will violate or at law). conflict with its organizational documents, (ii) The execution and delivery of this Agreement and the Stock Option Agreements by Oryx does not or will not, as the case may be, and the consummation by Oryx of the Merger and the other transactions contemplated hereby and thereby will not, result in a Violation any breach of or pursuant to: (A) default under any provision of the certificate of incorporation other Contract to which it may be a party or by-laws of Oryx, or any similar organizational documents of any material Subsidiary of Oryx, or (B) except as would not reasonably be expected to have a Material Adverse Effect on Oryx, subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iii) belowis prohibited or, except as expressly disclosed in this Operating Agreement or any loan Additional Agreement to which it may be a party, requires it to obtain any consent, approval or credit agreement, note, mortgage, bond, indenture, lease, benefit plan authorization or make any registration or filing with any governmental authority or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Oryx or any Subsidiary of Oryx or their respective properties or assetsPerson. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to Oryx or any Subsidiary of Oryx in connection with the execution and delivery of this Agreement or the Stock Option Agreements by Oryx or the consummation by Oryx of the Merger and the other transactions contemplated hereby and thereby, except the Necessary Consents and such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain would not reasonably be expected to have a Material Adverse Effect on Oryx.

Authority; No Conflicts. (i) Oryx AHP has all requisite corporate power and authority to enter into this Agreement and the Stock Option Agreements and to consummate the transactions contemplated hereby and thereby, subject, in subject to obtaining the case of the consummation of the Reverse Split and the Merger, to the requisite stockholder approval of the Reverse Split issuance of the shares of AHP Common Stock to be issued in the Merger (the "Share Issuance") and the adoption of this Agreement by Certificate Amendment (collectively, the stockholders of Oryx by the Required Oryx Vote (as defined in Section 3.2(g)"AHP Stockholder Approval"). The execution and delivery of this Agreement and the Stock Option Agreements and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of OryxAHP, subject, in subject to obtaining the case of the consummation of the Reverse Split and the Merger, to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by the Required Oryx VoteAHP Stockholder Approval. Each of this This Agreement and the Stock Option Agreements has have been duly executed and delivered by Oryx AHP and constitutes a constitute valid and binding agreement agreements of OryxAHP, enforceable against it in accordance with its their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (ii) The execution and delivery of this Agreement and the Stock Option Agreements by Oryx AHP does not or will not, as the case may be, and the consummation by Oryx AHP of the Merger and the other transactions contemplated hereby and thereby will not, conflict with, or result in any violation of, or constitute a Violation default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result by its terms in the, termination, amendment, cancellation or acceleration of any obligation or the loss of a material benefit under, or the creation of a lien, pledge, security interest, charge or other encumbrance on, or the loss of, any assets, including Intellectual Property (any such conflict, violation, default, right of termination, amendment, cancellation or acceleration, loss or creation, a "Violation") pursuant to: (A) any provision of the certificate of incorporation or by-laws Bylaws of OryxAHP, or any similar organizational documents of any material Subsidiary of OryxAHP or, to the knowledge of AHP, any of its Majority Owned Restricted Affiliates, or (B) except as as, in the aggregate, would not reasonably be expected to have a Material Adverse Effect on OryxAHP, subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iii) below, any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Oryx or AHP, any Subsidiary of Oryx AHP or, to the knowledge of AHP, any of its Majority Owned Restricted Affiliates, or their respective properties or assets. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, any supranational, national, state, municipal, local or foreign government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority (a "Governmental Entity Entity"), is required by or with respect to Oryx AHP or any Subsidiary of Oryx AHP in connection with the execution and delivery of this Agreement or and the Stock Option Agreements by Oryx AHP or the consummation by Oryx of the Merger and the other transactions contemplated hereby and thereby, except for those required under or in relation to (A) the Necessary Consents ▇▇▇▇-▇▇▇▇▇- ▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (B) state securities or "blue sky" laws (the "Blue Sky Laws"), (C) the Securities Act, (D) the Exchange Act, (E) the DGCL with respect to the filing of the Certificate of Merger, (F) rules and regulations of the NYSE, (G) antitrust or other competition laws of other jurisdictions, and (H) such consents, approvals, orders, authorizations, registrations, declarations and filings the failure failures of which to make or obtain obtain, in the aggregate, would not reasonably be expected to have a Material Adverse Effect on OryxAHP. Consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to any of the foregoing clauses (A) through (G) are hereinafter referred to as "Necessary Consents".

Authority; No Conflicts. (ia) Oryx Target has all requisite corporate power and corporate authority to enter into this Agreement and the Stock Option Agreements and to consummate the transactions contemplated hereby and therebyand, subject, in the case of the consummation of the Reverse Split and the MergerMerger only, to the approval of the Reverse Split and the adoption of this Agreement by the stockholders requisite vote of Oryx the holders of Target Stock, to consummate the transactions contemplated hereby. The Board of Directors of Target has approved this Agreement and the transactions contemplated by this Agreement and has duly resolved to recommend to Target's shareholders that they approve this Agreement and the Required Oryx Vote transactions contemplated by this Agreement (as defined in Section 3.2(g)and has not withdrawn and will not withdraw prior to August 15, 2001, such approval or recommendation). The execution and delivery of this Agreement and the Stock Option Agreements and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of OryxTarget, subject, subject in the case of the consummation of the Reverse Split and the Merger, Merger to the approval of the Reverse Split and the adoption of this Agreement by the stockholders requisite vote of Oryx by the Required Oryx Voteholders of Target Common Stock. Each of this This Agreement and the Stock Option Agreements has been duly executed and delivered by Oryx Target and constitutes a valid and binding agreement of OryxTarget, enforceable against it Target in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally or and by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). ▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ represent in excess of 89% of the total votes of Target Stock required to approve the Merger (and the other transactions contemplated in this Agreement) and each has entered into a valid and enforceable Voting Agreement (as hereinafter defined) obligating himself to vote in favor of the Merger (and the other transactions contemplated by this Agreement). As of the Closing, Target has obtained all required shareholder approval to consummate the Merger and other transactions contemplated in this Agreement. (iib) The execution and delivery of this Agreement and the Stock Option Agreements by Oryx does not or will not, as the case may be, and the consummation by Oryx of the Merger and the other transactions contemplated hereby and thereby will not, conflict with, or result in any violation of, or constitute a Violation default (with or without notice or lapse of time, or both) under, or give rise to a right of consent, termination, amendment, cancellation or acceleration of any obligation or the loss of any property, right or benefit under, or the creation of a lien, pledge, security interest, charge or other encumbrance on any assets (any such conflict, violation, default, right of consent, termination, amendment, cancellation or acceleration, loss or creation, a "Violation") pursuant to: (Ai) --------- any provision of the certificate Organizational Documents of incorporation or by-laws of Oryx, or any similar organizational documents of any material Subsidiary of Oryx, Target or (Bii) except as would not reasonably be expected to have a any Material Adverse Effect on Oryx, subject to obtaining Agreement or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iii) below, any other loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Oryx Target, or any Subsidiary of Oryx or their respective its properties or assets, other than those in the case of (ii) that could not reasonably be expected to have a Material Adverse Effect. (iiic) No consent, approval, order or authorization of, or registration, declaration or filing with, any supranational, national, state, municipal or local government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, or other governmental or quasi- governmental authority (a "Governmental Entity Entity"), is required by or with respect ------------------- to Oryx or any Subsidiary of Oryx Target in connection with the execution and delivery of this Agreement or the Stock Option Agreements by Oryx Target or the consummation by Oryx Target of the Merger and the other transactions contemplated hereby and therebyhereby, except for those required under or in relation to (i) the Necessary Consents VSCA with respect to the filing and such consentsrecordation of appropriate merger or other documents, approvals, orders, authorizations, registrations, declarations and filings the failure (ii) antitrust or other competition laws of which to make or obtain would not reasonably be expected to have a Material Adverse Effect on Oryxother jurisdictions.

Authority; No Conflicts. (iA) Oryx has At the Effective Time, New Global will have all requisite corporate power and authority to enter into this Agreement and the Stock Option Agreements and to consummate the transactions contemplated hereby and therebyhereby, subject, in the case of the consummation issuance of the Reverse Split shares of New Global Common Stock to be issued in the Merger (the "NEW GLOBAL SHARE ISSUANCE") and the Merger, to the approval New Global certificate of the Reverse Split and the adoption incorpo ration will provide for authorized shares of this Agreement by the stockholders New Global Common Stock of Oryx by the Required Oryx Vote (as defined in Section 3.2(g))not less than 2 billion shares. The execution and delivery of this Agreement and the Stock Option Agreements and the consummation consum mation of the transactions contemplated hereby and thereby have been will be duly authorized by all necessary corporate action on the part of Oryx, subject, in the case of the consummation of the Reverse Split and the Merger, to the approval of the Reverse Split and the adoption of this New Global. This Agreement by the stockholders of Oryx by the Required Oryx Vote. Each of this Agreement and the Stock Option Agreements has been will be duly executed and delivered by Oryx New Global and constitutes will constitute a valid and binding agreement of OryxNew Global, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally or generally, by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law)) or by an implied covenant of good faith and fair dealing. (iiB) The At the Effective Time, the execution and delivery of this Agreement and the Stock Option Agreements by Oryx does not or New Global will not, as the case may be, and the consummation by Oryx New Global of the Alternative Merger and the other transactions contemplated hereby and thereby will not, conflict with, or result in a Violation of or (as defined in Section 3.1(c)(ii)) pursuant to: (Ax) any provision of the certificate of incorporation or by-laws of Oryx, New Global or any similar organizational documents charter document of any material Subsidiary of OryxNew Global, or (By) except as would not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on OryxNew Global, subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iiiC) below, any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise▇▇▇▇ ▇▇▇▇▇, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Oryx New Global or any Subsidiary of Oryx New Global or their respective properties or assets. (iiiC) No At the Effective Time, no consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Governmen tal Entity is will be required by or with respect to Oryx New Global or any Subsidiary of Oryx New Global in connection with the execution and delivery of this Agreement or the Stock Option Agreements by Oryx New Global or the consummation by Oryx of the Alternative Merger and the other transactions contemplated hereby and therebyhereby, except for the Necessary Consents Required Consents, and such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain would not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on OryxNew Global.

Authority; No Conflicts. (ia) Oryx The Company has all requisite corporate power and corporate authority to enter into this Agreement and the Stock Option Agreements and to consummate the transactions contemplated hereby and therebyAgreement, subject, in the case of the consummation of the Reverse Split and the MergerMergers only, to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by the Required Oryx Vote (as defined in Section 3.2(g)). The execution and delivery of this Agreement and the Stock Option Agreements and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Oryx, subject, in the case of the consummation of the Reverse Split and the Merger, to the approval of the Reverse Split and the adoption of this Agreement Mergers by the stockholders requisite vote of Oryx by the Required Oryx Voteholders of Company Common Stock to consummate the transactions contemplated hereby. Each of this This Agreement and the Stock Option Agreements has been duly executed and delivered by Oryx the Company and constitutes a valid and binding agreement of Oryxthe Company, enforceable against it the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally or and by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). The Board of Directors of the Company has unanimously (i) determined that Merger I is advisable and fair to, and in the best interests of, the Company and its stockholders, (b) has approved this Agreement, Merger I and the other transactions contemplated by this Agreement and has deemed this Agreement advisable and (c) has determined to recommend adoption of this Agreement and the approval of Merger I by the stockholders of the Company (collectively, the “Company Board Recommendation”). The Company Board Recommendation has been neither rescinded nor revoked. (iib) The filings of the Certificates of Merger as required by the DGCL, the execution and delivery of this Agreement and the Stock Option Agreements by Oryx does not or will not, as the case may be, and the consummation by Oryx of the Merger and the other transactions contemplated hereby and thereby will not, conflict with, or result in any violation of, or constitute a Violation default (with or without notice or lapse of time, or both) under, or give rise to a right of consent, termination, amendment, cancellation or acceleration of any material obligation or the loss of any material property, right or benefit under, or the creation of a lien, pledge, security interest, charge or other encumbrance on any assets (any such conflict, violation, default, right of consent, termination, amendment, cancellation or acceleration, loss or creation, a “Violation”) pursuant to: (A) any provision of the certificate Organizational Documents of incorporation or by-laws of Oryx, or any similar organizational documents of any material Subsidiary of Oryxthe Company (determined without regard to materiality), or (B) except as would not reasonably be expected to have a Material Adverse Effect on Oryx, subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iii) below, any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Oryx the Company, or any Subsidiary of Oryx or their respective its properties or assets. (iiic) No consent, approval, order or authorization of, or registration, declaration or filing with, any supranational, national, state, municipal or local government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, or other governmental or quasi-governmental authority (a “Governmental Entity Entity”), is required by or with respect to Oryx the Company or any Subsidiary of Oryx its Subsidiaries in connection with the execution and delivery of this Agreement or by the Stock Option Agreements by Oryx Company or the consummation by Oryx the Company of the Merger and the other transactions contemplated hereby and therebyhereby, except for (x) those required under or in relation to the Necessary Consents DGCL with respect to the filing and recordation of Merger I or other documents; and (y) such consents, approvals, orders, authorizations, registrations, declarations and filings filings, the failure of which to make or obtain would not reasonably be expected to have a Material Adverse Effect on Oryxthe Company or materially impair or delay the ability of the Company to consummate the transactions contemplated hereby.

Authority; No Conflicts. (i) Oryx Meritor has all requisite corporate power and authority to enter into this Agreement and the Stock Option Agreements and to consummate the transactions contemplated hereby and thereby, subject, in the case of the consummation of the Reverse Split and the Merger, to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by the Required Oryx Meritor Vote (as defined in Section 3.2(g4.2(g)). The execution and delivery of this Agreement and the Stock Option Agreements by Meritor and the consummation by Meritor of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of OryxMeritor, subject, in the case of the consummation of the Reverse Split and the Merger, to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by the Required Oryx Meritor Vote. Each of this This Agreement and the Stock Option Agreements has have been duly executed and delivered by Oryx Meritor and, assuming the due authorization and constitutes a valid execution and delivery by Arvi▇, ▇▇nstitute valid and binding agreement agreements of OryxMeritor, enforceable against it Meritor in accordance with its their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and similar laws Applicable Laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (ii) The execution and delivery of this Agreement and the Stock Option Agreements by Oryx does not or will Meritor do not, as the case may be, and the consummation by Oryx Meritor of the Merger and the other transactions contemplated hereby and thereby will not, not result in a Violation of or pursuant to: (A) any provision of the certificate of incorporation or by-laws or similar organizational document of Oryx, Meritor or any similar organizational documents of any material Significant Subsidiary of Oryx, Meritor or (B) except as as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on OryxMeritor or, to the Knowledge of Meritor, Newco following the Merger, subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to Meritor Necessary Consents (as defined in 33 38 paragraph (iii) below), any loan Contract to which Meritor or credit agreementany of its Subsidiaries is a party or by which any of them or any of their respective properties or assets is bound, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, any permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Oryx Meritor or any Subsidiary of Oryx Meritor or their respective properties or assets. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity or any other Person, is required by or with respect to Oryx Meritor or any Subsidiary of Oryx Meritor in connection with the execution and delivery of this Agreement or and the Stock Option Agreements by Oryx Meritor or the consummation by Oryx Meritor of the Merger and the other transactions contemplated hereby and thereby, except for those required under or in relation to (A) the Necessary Consents HSR Act, (B) state securities or "blue sky" laws, (C) the Securities Act, (D) the Exchange Act, (E) the DGCL and the IBCL with respect to the filing of the applicable articles or certificate of merger with the Delaware Secretary or the Indiana Secretary, (F) the rules and regulations of the NYSE, including with respect to authorization for inclusion of the shares of Newco Common Stock to be issued in the Merger and the transaction contemplated hereby on the NYSE, subject to official notice of issuance, (G) antitrust or other competition laws of other jurisdictions, and (H) such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain obtain, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on OryxMeritor. Consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to any of the foregoing clauses (A) through (G) are hereinafter referred to as the "Meritor Necessary Consents".

Authority; No Conflicts. (i) Oryx ZiaSun has all requisite corporate power and authority to enter into this Agreement and the Stock Option Agreements Agreement, to perform its obligations hereunder, and to consummate the transactions contemplated hereby and therebyhereby, subject, subject in the case of the consummation of the Reverse Split and the Merger, ZiaSun Merger to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by the Required Oryx ZiaSun Vote (as defined in Section 3.2(g4.2(g)). The execution and delivery of this Agreement and Agreement, the Stock Option Agreements performance of the obligations hereunder and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of OryxZiaSun and no other corporate proceedings on the part of ZiaSun are necessary to authorize the execution and delivery of this Agreement or to consummate the ZiaSun Merger and the other transactions contemplated hereby, subject, subject in the case of the consummation of the Reverse Split and the Merger, ZiaSun Merger to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by the Required Oryx ZiaSun Vote. Each of this This Agreement and the Stock Option Agreements has been duly and validly executed and delivered by Oryx ZiaSun and constitutes a valid valid, legal, and binding agreement of OryxZiaSun, enforceable against it ZiaSun in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (ii) The execution and delivery of this Agreement by ZiaSun do not, and the Stock Option Agreements by Oryx does not or will not, as the case may be, performance of its obligations hereunder and the consummation by Oryx ZiaSun of the ZiaSun Merger and the other transactions contemplated hereby and thereby will not, conflict with, or result in a Violation of or pursuant to: (A) any provision of the certificate of incorporation or by-laws bylaws or similar organizational document of Oryx, ZiaSun or any similar organizational documents of any material Significant Subsidiary of Oryx, ZiaSun or (B) except as (1) individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on OryxZiaSun, (2) would not prevent or materially delay the consummation of the Mergers, subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iii) belowbelow or (3) as set forth in Section 4.2(c)(ii) of the ZiaSun Disclosure Schedule, any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Oryx ZiaSun or any Subsidiary of Oryx ZiaSun or their respective properties or assets. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity or any other Person is required by or with respect to Oryx ZiaSun or any Subsidiary of Oryx ZiaSun in connection with the execution and delivery of this Agreement by ZiaSun or the Stock Option Agreements by Oryx performance of its obligations hereunder or the consummation by Oryx of the ZiaSun Merger and the other transactions contemplated hereby and therebyhereby, except the Necessary Consents and such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain would not reasonably be expected to have a Material Adverse Effect on OryxConsents.

Authority; No Conflicts. (ia) Oryx Subject to required regulatory and shareholder approvals, the Company has all requisite the corporate power and authority necessary to enter into execute, deliver and perform its obligations under this Agreement and the Stock Option Agreements and to consummate the transactions contemplated hereby hereby. The execution, delivery and thereby, subject, in the case performance of the consummation of the Reverse Split and the Merger, to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by the Required Oryx Vote (as defined in Section 3.2(g)). The execution and delivery of Company's obligations under this Agreement and the Stock Option Agreements other documents contemplated hereby and the consummation of the transactions contemplated hereby and thereby herein, including the Merger, have been duly and validly authorized by all necessary corporate action (and by Closing, all such shareholder action) in respect thereof on the part of Oryx, subject, in the case Company. The number of members of the consummation Company's board of directors required by the Reverse Split and the Merger, to Company's articles of incorporation so that the approval of 75% of the Reverse Split outstanding shares of the Company's voting stock is not required under the Company's articles of incorporation have approved the execution, delivery and the adoption of this Agreement by the stockholders of Oryx by the Required Oryx Vote. Each performance of this Agreement and the Stock Option Agreements has been duly executed Company's obligations under this Agreement and delivered by Oryx the other documents contemplated hereby and constitutes the consummation of the transactions contemplated herein. This Agreement represents a legal, valid and binding agreement obligation of Oryxthe Company, enforceable against it the Company in accordance with its terms, terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting the enforcement of creditors' rights generally and similar laws relating except that the availability of specific performance, injunctive relief and other equitable remedies is subject to or affecting creditors generally or by general equity principles (regardless the discretion of whether such enforceability is considered in a the court before which any proceeding in equity or at lawmay be brought). (iib) The Neither the execution and delivery of this Agreement and by the Stock Option Agreements by Oryx does not or will notCompany, as the case may be, and nor the consummation by Oryx the Company of the Merger and the other transactions contemplated hereby and thereby hereby, nor compliance by the Company with any of the provisions hereof, will not, (i) conflict with or result in a Violation breach of or pursuant to: (A) any provision of the certificate articles of incorporation or by-laws of Oryxincorporation, charter, bylaws or any other similar organizational documents governing document of the Company or any material Subsidiary of Oryxits Subsidiaries, or (Bii) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of the Company or any of its Subsidiaries under, any Contract or Permit of the Company or any of its Subsidiaries, except as would could not reasonably be expected to have a Material Adverse Effect on Oryxthe Company, or (iii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings requisite Consents referred to in paragraph (iiiSection 8.1(b) belowof this Agreement, violate any loan Law or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation Order applicable to Oryx the Company or any Subsidiary of Oryx its Subsidiaries or any of their respective properties or assetsAssets. (iiic) No consentOther than in connection or compliance with the provisions of the Securities Laws and banking Regulatory Authorities, approvalno notice to, order or authorization of, or registration, declaration or filing with, or Consent of, any Governmental Entity Authority is required by or with respect to Oryx or any Subsidiary of Oryx in connection with the execution and delivery of this Agreement or the Stock Option Agreements by Oryx or necessary for the consummation by Oryx the Company of the Merger and the other transactions contemplated hereby and thereby, except the Necessary Consents and such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain would not reasonably be expected to have a Material Adverse Effect on Oryxin this Agreement.