Common use of Authorization and Validity of Agreement Clause in Contracts

Authorization and Validity of Agreement. Parent, Merger Sub 1 and Merger Sub 2 have all requisite corporate or limited liability power and authority to execute, deliver and, subject to receipt of the Required Parent Vote, perform their respective obligations under this Agreement and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement by Parent, Merger Sub 1 and Merger Sub 2 and the performance by Parent, Merger Sub 1 and Merger Sub 2 of their respective obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby have been duly authorized by the Board of Directors of each of Parent and Merger Sub 1 and the Board of Managers of Merger Sub 2 and all other necessary corporate or limited liability company action on the part of Parent, Merger Sub 1 and Merger Sub 2, other than the Required Parent Vote and the approval of this Agreement by Parent or a Subsidiary of Parent as the sole member of Merger Sub 1 and Merger Sub 2, and no other corporate proceedings on the part of either Parent, Merger Sub 1 or Merger Sub 2 are necessary to authorize this Agreement and the transactions contemplated hereby and thereby. Parent or a Subsidiary of Parent, as sole member of Merger Sub 1 and Merger Sub 2, will, immediately following the execution and delivery of this Agreement by each of the parties hereto, adopt this Agreement. This Agreement has been duly and validly executed and delivered by Parent, Merger Sub 1 and Merger Sub 2 and, assuming due execution and delivery by the Company, shall constitute a legal, valid and binding obligation of each of Parent, Merger Sub 1 and Merger Sub 2, enforceable against each of Parent, Merger Sub 1 and Merger Sub 2 in accordance with its terms, subject to (i) the effect of bankruptcy, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors’ rights generally, and (ii) general equitable principles (whether considered in a proceeding in equity or at law).

Authorization and Validity of Agreement. Parent, Merger Sub 1 and Merger Sub 2 have all requisite The Company has full corporate or limited liability power and authority to execute, execute and deliver and, subject to receipt of the Required Parent Vote, perform their respective obligations under this Agreement and the Share Option Agreement, to perform its obligations hereunder and thereunder and, subject, in the case of this Agreement, to obtaining any necessary stockholder approval of the Merger, to consummate the transactions contemplated hereby and thereby. The execution execution, delivery and delivery performance of this Agreement and the Share Option Agreement by the Company, and the consummation by it of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action on the part of the Company (including the authorization and approval of the Board of Directors of the Company), subject (in the case of this Agreement) to the approval of the Merger by the Company's stockholders in accordance with the DGCL. The Board of Directors of the Company (at a meeting duly called and held) has (a) determined that the Merger is advisable and fair and in the best interests of the Company and its stockholders, and (b) recommended the approval and adoption of this Agreement and approval of the Merger by the holders of Company Common Stock and directed that this Agreement and the Merger be submitted for consideration by the Company's stockholders at the Special Meeting. The Board of Directors of the Company has taken all action necessary to render inapplicable, as it relates to Parent, Merger Sub 1 the provisions of Section 203 of the DGCL. No other corporate action on the part of the Company is necessary to authorize the execution, delivery and Merger Sub 2 performance of this Agreement and the performance Share Option Agreement by Parent, Merger Sub 1 and Merger Sub 2 of their respective obligations hereunder and thereunder the Company and the consummation of the transactions contemplated hereby and thereby have been duly authorized by (other than, in the Board case of Directors of each of Parent and Merger Sub 1 and the Board of Managers of Merger Sub 2 and all other necessary corporate or limited liability company action on the part of Parentthis Agreement, Merger Sub 1 and Merger Sub 2, other than the Required Parent Vote and the approval of this Agreement the Merger by Parent or the holders of at least a Subsidiary majority of Parent as the sole member of Merger Sub 1 and Merger Sub 2outstanding Company Common Stock). To the Company's knowledge, and no other corporate proceedings on state takeover statute or similar statute or regulation applies or purports to apply to the part of either ParentMerger, Merger Sub 1 this Agreement, the Share Option Agreement or Merger Sub 2 are necessary to authorize this Agreement and the transactions contemplated hereby and thereby. Parent or a Subsidiary of Parent, as sole member of Merger Sub 1 and Merger Sub 2, will, immediately following the execution and delivery of this Agreement by each of the parties hereto, adopt this Agreement. This Agreement has and the Share Option Agreement have been duly and validly executed and delivered by Parent, Merger Sub 1 the Company and Merger Sub 2 and, assuming due execution and delivery by the Company, shall constitute each is a legal, valid and binding obligation of each of Parent, Merger Sub 1 and Merger Sub 2, the Company enforceable against each of Parent, Merger Sub 1 and Merger Sub 2 the Company in accordance with its terms, except to the extent that its enforceability may be subject to (i) the effect of applicable bankruptcy, fraudulent conveyanceinsolvency, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors’ ' rights generally, generally and (ii) by general equitable principles (whether considered in a proceeding in equity or at law)principles.

Authorization and Validity of Agreement. Parent, Merger Sub 1 and Merger Sub 2 have (a) PDC has all requisite corporate or limited liability power and authority to executeexecute and deliver this Agreement, deliver and, subject to receipt each of the Required Parent VoteAncillary Agreements to which it is a party and to perform all of its obligations hereunder and thereunder. The execution, perform their respective obligations under delivery and performance by PDC of this Agreement and each of the Ancillary Agreements to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement by Parent, Merger Sub 1 and Merger Sub 2 and the performance by Parent, Merger Sub 1 and Merger Sub 2 of their respective obligations hereunder and thereunder which it is a party and the consummation by PDC of the transactions contemplated hereby and thereby have been duly authorized by the Board board of Directors directors of each of Parent PDC, and Merger Sub 1 and the Board of Managers of Merger Sub 2 and all no other necessary corporate or limited liability company action on the part of ParentPDC is or will be necessary for the execution, Merger Sub 1 delivery and Merger Sub 2performance by PDC of this Agreement, other than each of the Required Parent Vote Ancillary Agreements to which it is a party and the approval consummation by it of this Agreement by Parent or a Subsidiary of Parent as the sole member of Merger Sub 1 and Merger Sub 2, and no other corporate proceedings on the part of either Parent, Merger Sub 1 or Merger Sub 2 are necessary to authorize this Agreement and the transactions contemplated hereby and thereby. Parent or a Subsidiary of Parent, as sole member of Merger Sub 1 and Merger Sub 2, will, immediately following except for the execution and delivery of this Agreement by each of the parties hereto, adopt this AgreementPDC Stockholder Approval. This Agreement has been been, and each of the Ancillary Agreements to which PDC is a party shall be when delivered, duly and validly executed and delivered by ParentPDC and constitutes, Merger Sub 1 and Merger Sub 2 andor when delivered shall constitute, assuming due execution and delivery by the Company, shall constitute a legal, valid and binding obligation of each of Parent, Merger Sub 1 and Merger Sub 2PDC, enforceable against each of Parent, Merger Sub 1 and Merger Sub 2 PDC in accordance with its terms, subject except to (i) the effect of extent that its enforceability may be limited by bankruptcy, fraudulent conveyanceinsolvency, reorganization, moratorium and moratorium, fraudulent conveyance or other similar laws relating to or affecting the enforcement of creditors’ rights generallygenerally and by general equity principles. (b) The approval by the ESOP as the sole shareholder of PDC to approve this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby is the only vote of any holders of PDC’s capital stock necessary in connection with the consummation of the Closing (the “PDC Stockholder Approval”). (c) At a meeting duly called and held, PDC’s board of directors (including any required committee or subgroup of PDC’s board of directors) has: (i) determined that this Agreement, each of the Ancillary Agreements to which PDC is a party and the transactions contemplated hereby and thereby are fair to and in the best interests of PDC’s stockholders; (ii) general equitable principles approved and adopted this Agreement, each of the Ancillary Agreements to which PDC is a party and the transactions contemplated hereby and thereby; and (whether considered in a proceeding in equity or at law)iii) resolved to recommend to PDC shareholder adoption of this Agreement.

Authorization and Validity of Agreement. Parent, Merger Sub 1 and Merger Sub 2 have The Company has all requisite corporate or limited liability power and authority to execute, deliver and, subject to receipt of the Required Parent Vote, perform their respective obligations under enter into this Agreement and to consummate the transactions contemplated hereby and therebyhereby. The execution execution, delivery and delivery performance by the Company of this Agreement by Parent, Merger Sub 1 and Merger Sub 2 and the consummation by the Company of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action and no other corporate action or proceeding on the part of the Company is or will be necessary for the execution, delivery and performance by Parent, Merger Sub 1 the Company of this Agreement and Merger Sub 2 the consummation by the Company of their respective obligations hereunder and thereunder the transactions contemplated hereby (other than the approval of the Acquisition and the consummation of the transactions contemplated hereby and thereby have been duly authorized by the Board of Directors of each of Parent and Merger Sub 1 and the Board of Managers of Merger Sub 2 and all other necessary corporate or limited liability company action on the part of Parent, Merger Sub 1 and Merger Sub 2, other than the Required Parent Vote and the approval of this Agreement by Parent or a Subsidiary of Parent as the sole member of Merger Sub 1 and Merger Sub 2, and no other corporate proceedings on the part of either Parent, Merger Sub 1 or Merger Sub 2 are necessary to authorize this Agreement and the transactions contemplated hereby and thereby. Parent or a Subsidiary of Parent, as sole member of Merger Sub 1 and Merger Sub 2, will, immediately following the execution and delivery of this Agreement by each affirmative vote of the parties hereto, adopt this Agreementholders of a majority of the outstanding stock of the Company entitled to vote thereon (the “Stockholder Approval”). This Agreement has been duly and validly executed and delivered by Parent, Merger Sub 1 and Merger Sub 2 the Company and, assuming the due authorization, execution and delivery hereof by the CompanyBuyer, shall constitute constitutes a legal, valid and binding obligation of each of Parent, Merger Sub 1 and Merger Sub 2the Company, enforceable against each of Parent, Merger Sub 1 and Merger Sub 2 it in accordance with its terms, subject except to (i) the effect of extent that its enforceability may be limited by bankruptcy, fraudulent conveyanceinsolvency, reorganization, moratorium and or other similar laws relating to or affecting the enforcement of creditors’ rights generally, generally and (ii) by general equitable equity principles (whether considered in a proceeding in equity or at law). The Company’s Board of Directors, by resolutions duly adopted at a meeting duly called and held, has (i) determined that the Acquisition and the transactions contemplated by this Agreement are expedient and in the best interests of the Company and its stockholders and declared the Acquisition and the transactions contemplated by this Agreement advisable, (ii) approved this Agreement and the transactions contemplated by this Agreement, including the Acquisition, and (iii) recommended that the stockholders of the Company approve this Agreement and the consummation of the transactions contemplated hereby and directed that such matter be submitted for consideration by the stockholders of the Company at the meeting of the stockholders to obtain the Stockholder Approval. The only vote of the stockholders of the Company required to approve the Acquisition and the consummation of the transactions contemplated by this Agreement is the Stockholder Approval.

Authorization and Validity of Agreement. Parent, Merger Sub 1 and Merger Sub 2 have all The Company has the requisite corporate or limited liability power and authority to execute, deliver and, subject to receipt of the Required Parent Company Vote, perform their respective its obligations under this Agreement and to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery of this Agreement by Parentthe Company, Merger Sub 1 and Merger Sub 2 and the performance by Parent, Merger Sub 1 and Merger Sub 2 the Company of their respective its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby have been duly authorized by the Board of Directors of each of Parent and Merger Sub 1 and the Board of Managers of Merger Sub 2 Company and all other necessary corporate or limited liability company action on the part of Parent, Merger Sub 1 and Merger Sub 2the Company, other than the Required Parent Vote and the approval of this Agreement by Parent or a Subsidiary of Parent as the sole member of Merger Sub 1 and Merger Sub 2Company Vote, and no other corporate proceedings on the part of either Parent, Merger Sub 1 or Merger Sub 2 the Company are necessary to authorize this Agreement or the transactions contemplated hereby. The Board of Directors of the Company, by resolutions duly adopted by unanimous vote at a meeting of all directors of the Company duly called and held and, as of the date hereof, not subsequently rescinded or modified in any way, has, as of the date hereof (i) determined that this Agreement and the transactions contemplated hereby by this Agreement, including the Merger, are fair to, and thereby. Parent or a Subsidiary in the best interests of, the Company’s stockholders, (ii) approved and declared advisable the “agreement of Parent, merger” (as sole member such term is used in Section 251 of Merger Sub 1 and Merger Sub 2, will, immediately following the execution and delivery of DGCL) contained in this Agreement and the transactions contemplated by each of the parties hereto, adopt this Agreement, including the Merger, in accordance with the DGCL, (iii) directed that the “agreement of merger” contained in this Agreement be submitted to Company’s stockholders for adoption, and (iv) resolved to recommend that Company stockholders adopt the “agreement of merger” set forth in this Agreement (collectively, the “Company Board Recommendation”). This Agreement has been duly and validly executed and delivered by Parent, Merger Sub 1 and Merger Sub 2 the Company and, assuming due execution and delivery by the CompanyParent and Merger Sub, shall constitute a legal, valid and binding obligation of each of Parent, Merger Sub 1 and Merger Sub 2the Company, enforceable against each of Parent, Merger Sub 1 and Merger Sub 2 it in accordance with its terms, subject to (i) the effect of bankruptcy, fraudulent conveyance, reorganization, moratorium and other similar laws Laws relating to or affecting the enforcement of creditors’ rights generally, generally and (ii) general equitable principles (whether considered in a proceeding in equity or at law) (the “Enforceability Limitations”).

Authorization and Validity of Agreement. Parent(a) The execution, Merger Sub 1 delivery and Merger Sub 2 have all requisite corporate or limited liability power and authority to execute, deliver and, subject to receipt performance by Buyer of the Required Parent Vote, perform their respective obligations under this Agreement and each of the Ancillary Agreements to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement by Parent, Merger Sub 1 and Merger Sub 2 and the performance by Parent, Merger Sub 1 and Merger Sub 2 of their respective obligations hereunder and thereunder which it is a party and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly authorized by the Board board of Directors directors of each of Parent Buyer, and Merger Sub 1 and the Board of Managers of Merger Sub 2 and all no other necessary corporate or limited liability company action on the part of ParentBuyer is or will be necessary for the execution, Merger Sub 1 delivery and Merger Sub 2performance by Buyer of this Agreement, other than each of the Required Parent Vote Ancillary Agreements to which it is a party and the approval consummation by Buyer of this Agreement by Parent or a Subsidiary of Parent as the sole member of Merger Sub 1 and Merger Sub 2, and no other corporate proceedings on the part of either Parent, Merger Sub 1 or Merger Sub 2 are necessary to authorize this Agreement and the transactions contemplated hereby and thereby. Parent or a Subsidiary of Parenthereby, as sole member of Merger Sub 1 and Merger Sub 2, will, immediately following except for the execution and delivery of this Agreement by each of the parties hereto, adopt this AgreementBuyer Stockholder Approval. This Agreement has been been, and each of the Ancillary Agreements to which the Buyer is a party shall be when delivered, duly and validly executed and delivered by ParentBuyer and constitutes, Merger Sub 1 and Merger Sub 2 andor when delivered shall constitute, assuming due execution and delivery by the Company, shall constitute a legal, valid and binding obligation of each of Parent, Merger Sub 1 and Merger Sub 2Buyer, enforceable against each of Parent, Merger Sub 1 and Merger Sub 2 Buyer in accordance with its terms, subject except to (i) the effect of extent that its enforceability may be limited by bankruptcy, fraudulent conveyanceinsolvency, reorganization, moratorium and moratorium, fraudulent conveyance or other similar laws relating to or affecting the enforcement of creditors’ rights generallygenerally and by general equity principles. (b) The affirmative vote of a majority of the outstanding shares of Buyer Common Stock that are voted at a duly held stockholders meeting (the “Buyer Stockholder Meeting”) to approve the Business Combination contemplated by this Agreement and the other transactions contemplated by the Cross Purchase Agreement and the Equity Incentive Plan contemplated by this Agreement is the only vote of any of Buyer’s capital stock necessary in connection with the consummation of the Closing (the “Buyer Stockholder Approval”). (c) At a meeting duly called and held, Buyer’s board of directors (including any required committee or subgroup of Buyer’s board of directors) has: (i) determined that this Agreement, each of the Ancillary Agreements to which it is a party and the transactions contemplated hereby and thereby are fair to and in the best interests of Buyer’s stockholders; (ii) general equitable principles approved and adopted this Agreement, each of the Ancillary Agreements to which it is a party and the transactions contemplated hereby and thereby; (whether considered iii) determined that the fair market value of the Companies and their respective Subsidiaries is equal to at least 80% of the initial amount held in the Trust Account excluding underwriters’ deferred commissions; and (iv) resolved to recommend to stockholders adoption of this Agreement and the Equity Incentive Plan. (d) Buyer’s board of directors has approved this Agreement and each of the Ancillary Agreements to which it is a proceeding in equity or at law)party and the transactions contemplated hereby and thereby for purposes of Section 203 of the DGCL.

Authorization and Validity of Agreement. Parent, Merger Sub 1 and Merger Sub 2 have all The Company has the requisite corporate or limited liability power and authority to execute, deliver and, subject to receipt of the Required Parent Company Vote, perform their respective its obligations under this Agreement and to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery of this Agreement by Parentthe Company, Merger Sub 1 and Merger Sub 2 and the performance by Parent, Merger Sub 1 and Merger Sub 2 the Company of their respective its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby have been duly authorized by the Board of Directors of each of Parent and Merger Sub 1 and the Board of Managers of Merger Sub 2 Company and all other necessary corporate or limited liability company action on the part of Parent, Merger Sub 1 and Merger Sub 2the Company, other than the Required Parent Vote and the approval of this Agreement by Parent or a Subsidiary of Parent as the sole member of Merger Sub 1 and Merger Sub 2Company Vote, and no other corporate proceedings on the part of either Parent, Merger Sub 1 or Merger Sub 2 the Company are necessary to authorize this Agreement or the transactions contemplated hereby. The Board of Directors of the Company, by resolutions duly adopted by unanimous vote at a meeting of all directors of the Company duly called and held and, as of the date hereof, not subsequently rescinded or modified in any way, has, as of the date hereof (i) determined that this Agreement and the transactions contemplated hereby by this Agreement, including the Merger, are fair to, and thereby. Parent or a Subsidiary in the best interests of, the Company’s stockholders, (ii) approved and declared advisable the “agreement of Parent, merger” (as sole member such term is used in Section 251 of Merger Sub 1 and Merger Sub 2, will, immediately following the execution and delivery of DGCL) contained in this Agreement and the transactions contemplated by each of the parties hereto, adopt this Agreement, including the Merger, in accordance with the DGCL, (iii) directed that the “agreement of merger” contained in this Agreement be submitted to the Company’s stockholders for adoption, and (iv) resolved to recommend that Company stockholders adopt the “agreement of merger” set forth in this Agreement (collectively, the “Company Board Recommendation”). This Agreement has been duly and validly executed and delivered by Parent, Merger Sub 1 and Merger Sub 2 the Company and, assuming due execution and delivery by the CompanyParent and Merger Sub, shall constitute a legal, valid and binding obligation of each of Parent, Merger Sub 1 and Merger Sub 2the Company, enforceable against each of Parent, Merger Sub 1 and Merger Sub 2 it in accordance with its terms, subject to (i) the effect of bankruptcy, fraudulent conveyance, reorganization, moratorium and other similar laws Laws relating to or affecting the enforcement of creditors’ rights generally, generally and (ii) general equitable principles (whether considered in a proceeding in equity or at law).

Authorization and Validity of Agreement. Parent, Merger Sub 1 and Merger Sub 2 have The Company has all requisite corporate or limited liability power and authority to execute, deliver and, subject to receipt of the Required Parent Vote, perform their respective obligations under enter into this Agreement and any Related Agreements to which it is a party and to consummate the transactions contemplated hereby and therebyhereby. The execution execution, delivery and delivery performance by the Company of this Agreement by Parent, Merger Sub 1 and Merger Sub 2 and any Related Agreements to which the performance by Parent, Merger Sub 1 and Merger Sub 2 of their respective obligations hereunder and thereunder Company is a party and the consummation by the Company of the transactions contemplated hereby and thereby have been duly and validly authorized by the Board of Directors of each of Parent and Merger Sub 1 and the Board of Managers of Merger Sub 2 and all other necessary corporate action and no other corporate action or limited liability company action proceeding on the part of Parentthe Company is or will be necessary for the execution, Merger Sub 1 delivery and Merger Sub 2, other than performance by the Required Parent Vote and the approval Company of this Agreement and any Related Agreements to which it is a party and the consummation by Parent or a Subsidiary the Company of Parent as the sole member of Merger Sub 1 and Merger Sub 2, and no other corporate proceedings on the part of either Parent, Merger Sub 1 or Merger Sub 2 are necessary to authorize this Agreement and the transactions contemplated hereby and thereby. Parent or a Subsidiary of Parent, as sole member of Merger Sub 1 This Agreement and Merger Sub 2, will, immediately following the execution and delivery of this Agreement by each of the parties hereto, adopt this Agreement. This Agreement has Related Agreements to which the Company is a party have been duly and validly executed and delivered by Parent, Merger Sub 1 and Merger Sub 2 the Company and, assuming the due authorization, execution and delivery hereof and thereof by the CompanyBuyer, shall constitute a legal, valid and binding obligation obligations of each of Parent, Merger Sub 1 and Merger Sub 2the Company, enforceable against each of Parent, Merger Sub 1 and Merger Sub 2 it in accordance with its their terms, subject except to (i) the effect of extent that their enforceability may be limited by bankruptcy, fraudulent conveyanceinsolvency, reorganization, moratorium and or other similar laws relating to or affecting the enforcement of creditors’ rights generally, generally and (ii) by general equitable equity principles (whether considered in a proceeding in equity or at law). The Company’s Board of Directors, by resolutions duly adopted at a meeting duly called and held, has unanimously (i) determined that this Agreement, the Related Agreements and the transactions contemplated hereby and thereby, including the Acquisition are in the best interests of the Company, the stockholders of the Company and the creditors of the Company, (ii) determined that the Purchase Price constitutes fair and reasonably equivalent value for the Transferred Assets, and (iii) approved this Agreement, the Related Agreements and the transactions contemplated hereby and thereby, including the Acquisition. The Transferred Assets do not constitute “substantially all” of the Company’s assets within the meaning of Section 271 of the Delaware General Corporation Law. No vote or approval of the stockholders of the Company is required to approve the Acquisition and the consummation of the transactions contemplated by this Agreement and the Related Agreements.

Authorization and Validity of Agreement. Parent, Merger Sub 1 and Merger Sub 2 have all (a) The Company has the requisite corporate or limited liability power and authority to execute, execute and deliver and, subject to receipt of the Required Parent Vote, perform their respective obligations under this Agreement and to consummate the transactions contemplated hereby and therebyperform its obligations hereunder. The execution execution, delivery and delivery performance by the Company of this Agreement by ParentAgreement, Merger Sub 1 and Merger Sub 2 and the performance by Parent, Merger Sub 1 and Merger Sub 2 of their respective obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by all requisite corporate action (including without limitation the unanimous approval of the Special Committee), subject to the adoption of this Agreement by the Board holders of Directors a majority of each the outstanding shares of Parent and Merger Sub 1 and Company Common Stock, which is the Board of Managers of Merger Sub 2 and all other necessary corporate or limited liability company action on the part of Parent, Merger Sub 1 and Merger Sub 2, other than the Required Parent Vote and the only shareholder vote required for approval of this Agreement by Parent or a Subsidiary of Parent as the sole member of Merger Sub 1 and Merger Sub 2, and no other corporate proceedings on the part of either Parent, Merger Sub 1 or Merger Sub 2 are necessary to authorize this Agreement and the transactions contemplated hereby and thereby. Parent or a Subsidiary of Parent, as sole member of Merger Sub 1 and Merger Sub 2, will, immediately following the execution and delivery of this Agreement by each consummation of the parties hereto, adopt this AgreementMerger. This Agreement has been duly and validly executed and delivered by Parent, Merger Sub 1 and Merger Sub 2 the Company and, assuming due execution and delivery by the Companyother parties hereto and assuming that this Agreement constitutes a valid and binding obligation of Parent and Acquisition Sub, shall constitute a constitutes the legal, valid and binding obligation of each of Parent, Merger Sub 1 and Merger Sub 2the Company, enforceable against each of Parent, Merger Sub 1 and Merger Sub 2 the Company in accordance with its terms. (b) At a Special Committee meeting duly called and held on October 21, subject to 1998, the Special Committee, based in part upon the opinion of the Independent Advisor, unanimously (i) determined that this Agreement and the effect Merger contemplated hereby are fair to and in the best interest of bankruptcythe Public Shareholders, fraudulent conveyance(ii) approved, reorganizationauthorized and adopted this Agreement, moratorium the Merger and the other similar laws relating to or affecting the enforcement of creditors’ rights generallytransactions contemplated hereby, and (iii) resolved to recommend the approval and adoption of this Agreement and the Merger by the shareholders of the Company. (c) At a Company Board meeting duly called and held on October 22, 1998, the Company Board, based in part upon the approval and recommendation of the Special Committee described in Section 3.02(b), (i) determined that this Agreement and the Merger contemplated hereby are fair to and in the best interest of the Public Shareholders, (ii) general equitable principles approved, authorized and adopted this Agreement, the Offer, the Merger and the other transactions contemplated hereby, and (whether considered iii) resolved to recommend the approval and adoption of this Agreement and the Merger by the shareholders of the Company. (d) The Independent Advisor has delivered to the Special Committee and to the Company Board its written opinion, dated prior to or as of the date of this Agreement, that based on the assumptions, qualifications and limitations contained therein, the cash consideration to be received by the Public Shareholders in the Merger is fair to such holders from a proceeding in equity or at law)financial point of view.

Authorization and Validity of Agreement. Parent(a) The execution, Merger Sub 1 delivery and Merger Sub 2 have all requisite corporate or limited liability power and authority to execute, deliver and, subject to receipt performance by Buyer of the Required Parent Vote, perform their respective obligations under this Agreement and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement by Parent, Merger Sub 1 and Merger Sub 2 and the performance by Parent, Merger Sub 1 and Merger Sub 2 of their respective obligations hereunder and thereunder and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly authorized by the Board board of Directors directors of each of Parent Buyer, and Merger Sub 1 and the Board of Managers of Merger Sub 2 and all no other necessary corporate or limited liability company action on the part of ParentBuyer is or will be necessary for the execution, Merger Sub 1 delivery and Merger Sub 2, other than the Required Parent Vote and the approval performance by Buyer of this Agreement by Parent or a Subsidiary of Parent as the sole member of Merger Sub 1 and Merger Sub 2, and no other corporate proceedings on the part of either Parent, Merger Sub 1 or Merger Sub 2 are necessary to authorize this Agreement and the consummation by Buyer of the transactions contemplated hereby and thereby. Parent or a Subsidiary of Parenthereby, as sole member of Merger Sub 1 and Merger Sub 2, will, immediately following except for the execution and delivery of this Agreement by each of the parties hereto, adopt this AgreementBuyer Stockholder Approval. This Agreement has been duly and validly executed and delivered by Parent, Merger Sub 1 Buyer and Merger Sub 2 and, assuming due execution and delivery by the Company, shall constitute is a legal, valid and binding obligation of each of Parent, Merger Sub 1 and Merger Sub 2Buyer, enforceable against each of Parent, Merger Sub 1 and Merger Sub 2 Buyer in accordance with its terms, subject except to (i) the effect of extent that its enforceability may be limited by bankruptcy, fraudulent conveyanceinsolvency, reorganization, moratorium and moratorium, fraudulent conveyance or other similar laws relating to or affecting the enforcement of creditors’ rights generallygenerally and by general equity principles. (b) The affirmative vote of a majority of the IPO Shares voted at a duly held stockholders meeting (the “Buyer Stockholder Meeting”) to approve the Initial Business Combination and Charter Amendment contemplated by this Agreement is the only vote of any of Buyer’s capital stock necessary in connection with the consummation of the Closing; provided that holders of more than thirty percent (30%) (minus one share) of the IPO Shares do not vote against the consummation of the transactions contemplated by this Agreement and exercise their rights to convert their IPO Shares into cash from the Trust Account in accordance with the provisions of Section 9.3 of Article IX of Buyer Certificate of Incorporation (the “Buyer Stockholder Approval”); provided, further, Buyer must also receive the consent of the holders of Public Warrants exercisable for a majority of the shares of Buyer Common Stock issuable on exercise of all outstanding Public Warrants to the Warrant Agreement Amendment in order to consummate the transactions contemplated hereby (the “Warrant Amendment Approval”). (c) At a meeting duly called and held, Buyer’s board of directors (including any required committee or subgroup of Buyer’s board of directors) has: (i) determined that this Agreement and the transactions contemplated hereby are fair to and in the best interests of Buyer’s stockholders; (ii) general equitable principles approved and adopted this Agreement and the transactions contemplated hereby; (whether considered iii) determined that the fair market value of the Companies are equal to at least 80% of the initial amount held in Buyer’s Trust Account excluding underwriters’ deferred commission; and (iv) resolved to recommend to stockholders adoption of this Agreement. (d) Subject to receipt of the Buyer Stockholder Approval, the Charter Amendment, when filed with the Delaware Secretary of State, will be effective in modifying Article II of Buyer Certificate of Incorporation such that consummation of the transactions contemplated hereby will not constitute a proceeding in equity or at law)violation of such Article II.

Authorization and Validity of Agreement. ParentThe Board of Directors of the Company has declared the Merger advisable and fair to and in the best interest of the Company and the stockholders, Merger Sub 1 unanimously approved and Merger Sub 2 have all adopted this Agreement and the transactions contemplated hereby in accordance with the DGCL and recommended the approval and adoption of this Agreement by the Company’s stockholders. The Company has the requisite corporate or limited liability power and authority to execute, execute and deliver and, subject to receipt of the Required Parent Vote, perform their respective obligations under this Agreement and to consummate the transactions contemplated hereby and therebyin accordance with the terms of this Agreement. The execution and delivery of this Agreement by Parent, Merger Sub 1 and Merger Sub 2 and the performance by Parent, Merger Sub 1 and Merger Sub 2 of their respective obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby have been Company has duly authorized by the Board execution, delivery and performance of Directors of each of Parent and Merger Sub 1 and the Board of Managers of Merger Sub 2 and all other necessary corporate or limited liability company action on the part of Parent, Merger Sub 1 and Merger Sub 2, other than the Required Parent Vote and the approval of this Agreement by Parent or a Subsidiary of Parent as the sole member of Merger Sub 1 and Merger Sub 2, and no other corporate proceedings on the part of either Parent, Merger Sub 1 or Merger Sub 2 are necessary to authorize this Agreement and the transactions contemplated hereby and thereby. Parent or a Subsidiary of Parent, as sole member of Merger Sub 1 and Merger Sub 2, will, immediately following the execution and delivery of this Agreement by each of the parties hereto, adopt this Agreement. This Agreement has been duly and validly executed and delivered by Parent, Merger Sub 1 the Company and Merger Sub 2 and, assuming due execution and delivery by constitutes the Company, shall constitute a legal, valid and binding obligation of each of Parent, Merger Sub 1 and Merger Sub 2the Company, enforceable against each of Parent, Merger Sub 1 and Merger Sub 2 the Company in accordance with its terms, subject to (i) the effect of except as may be limited by any bankruptcy, fraudulent conveyanceinsolvency, reorganization, moratorium and moratorium, fraudulent conveyance or other similar laws relating to or affecting the enforcement of creditors’ rights generallygenerally or by general principles of equity. Concurrently with the execution of this Agreement, the holders of - - in excess of a majority of the Company Stock have executed written consents approving the Merger and the other transactions contemplated hereby, which action by written consent complies with the provisions of Section 228 of the DGCL, the Company’s Organizational Documents and any other agreements between the Company and any holder of Company Stock relating to voting, consent or other approval rights. The offer to consummate the transactions contemplated by this Agreement is a “Section 5 Offer” as defined in that certain Stockholders Agreement, dated as of July 22, 2002, by and among the Company and certain stockholders of the Company (listed on Annex A thereto), and (iithe notice of such Section 5 Offer referred to in Section 5(a) general equitable principles (whether considered of such Stockholders Agreement and the notice and request referred to in a proceeding Section 5(b) of such Stockholders Agreement will be delivered in equity accordance with the procedures set forth therein. No other action, vote or at law)approval of the Company or the Stockholders is required to authorize the execution and delivery by the Company of this Agreement or the consummation by it of the Merger.

Authorization and Validity of Agreement. Parent, Merger Sub 1 and Merger Sub 2 have all requisite Such Seller or such Derivative Securities Holder has the corporate or limited liability other power and authority to execute, execute and deliver and, subject to receipt of the Required Parent Vote, perform their respective obligations under this Agreement and the other Transaction Agreements to which it is or will be a party, and to consummate the transactions contemplated hereby and thereby. The execution and delivery by such Seller and such Derivative Securities Holder of this Agreement by Parent, Merger Sub 1 and Merger Sub 2 and the performance by Parent, Merger Sub 1 and Merger Sub 2 of their respective obligations hereunder and thereunder and the consummation by such Seller and such Derivative Securities Holder of the transactions contemplated hereby have been, and the execution and delivery of the other Transaction Agreements to which such Seller and such Derivative Securities Holder is or will be a party by such Seller and such Derivative Securities Holder and the consummation by such Seller and such Derivative Securities Holder of the transactions contemplated thereby have has been or will at the Closing be, duly and validly authorized by the Board of Directors of each of Parent and Merger Sub 1 and the Board of Managers of Merger Sub 2 and all other necessary requisite corporate or limited liability company other action on the part of Parent, Merger Sub 1 such Seller and Merger Sub 2, other than the Required Parent Vote such Derivative Securities Holder if such Seller and the approval of this Agreement by Parent or a Subsidiary of Parent as the sole member of Merger Sub 1 and Merger Sub 2, and no other corporate proceedings on the part of either Parent, Merger Sub 1 or Merger Sub 2 are necessary to authorize this Agreement and the transactions contemplated hereby and thereby. Parent or a Subsidiary of Parent, as sole member of Merger Sub 1 and Merger Sub 2, will, immediately following the execution and delivery of this Agreement by each of the parties hereto, adopt this Agreementsuch Derivative Securities Holder is not an individual natural Person. This Agreement has been duly and validly executed and delivered by Parentsuch Seller and such Derivative Securities Holder, Merger Sub 1 and Merger Sub 2 andassuming this Agreement has been duly authorized, assuming due execution executed and delivery delivered by the CompanyBuyer, shall constitute this Agreement constitutes a legal, valid and binding obligation agreement of each of Parent, Merger Sub 1 such Seller and Merger Sub 2such Derivative Securities Holder, enforceable against each of Parent, Merger Sub 1 such Seller and Merger Sub 2 such Derivative Securities Holder in accordance with its terms, except that (a) such enforcement may be subject to any bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other Laws, now or hereafter in effect, relating to or limiting creditors’ rights generally and (b) the remedy of specific performance and injunctive and other forms of equitable relief, may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. Each other Transaction Agreement to which such Seller and such Derivative Securities Holder is or will be a party has been or will at the Closing be duly and validly executed by such Seller and such Derivative Securities Holder and, assuming such Transaction Agreement is duly authorized, executed and delivered by the other Parties thereto (other than such Seller and such Derivative Securities Holder), such Transaction Agreements do or will constitute valid and binding agreements of such Seller and such Derivative Securities Holder, enforceable against such Seller and such Derivative Securities Holder in accordance with their respective terms, except that (i) the effect of such enforcement may be subject to any bankruptcy, fraudulent conveyanceinsolvency, reorganization, moratorium and moratorium, fraudulent transfer or other similar laws Laws, now or hereafter in effect, relating to or affecting the enforcement of limiting creditors’ rights generally, generally and (ii) general the remedy of specific performance and injunctive and other forms of equitable principles (whether considered in a relief, may be subject to equitable defenses and to the discretion of the court before which any proceeding in equity or at law)therefor may be brought.

Authorization and Validity of Agreement. Parent, Merger Sub 1 and Merger Sub 2 have all The Company has the requisite corporate or limited liability power and authority to executeexecute and deliver this Agreement, deliver and, and subject to receipt obtaining the Company Stockholder Approval, to perform its obligations hereunder and to consummate the Merger and the other transactions contemplated hereby. The Board of Directors of the Required Parent VoteCompany, perform their respective obligations under at a meeting duly called and held at which all directors of the Company were present in accordance with the Bylaws of the Company, duly adopted resolutions (the “Company Board Approval”) (a) approving and declaring advisable this Agreement, the Merger and the other transactions contemplated hereby, (b) declaring that it is advisable and making a determination that it is in the best interests of the Company and the Company Stockholders that the Company enter into this Agreement and consummate the Merger on the terms and subject to the conditions set forth in this Agreement, (c) making a determination that this Agreement is fair to the Company and the Company Stockholders, (d) directing that this Agreement be submitted to a vote for adoption at a meeting of the Company Stockholders to be held as promptly as practicable as set forth in Section 6.2 and (e) recommending that the Company Stockholders adopt this Agreement, which resolutions have not been subsequently rescinded, modified or withdrawn in any way except as permitted by Section 6.2. The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of the Company, and other than the Company Stockholder Approval no corporate authorizations or approvals on the part of the Company are necessary to approve this Agreement to consummate the transactions contemplated hereby and therebyby this Agreement. The execution affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock as of the record date established for the Company Stockholders’ Meeting, voting as a single class at the Company Stockholders’ Meeting in favor of adopting this Agreement (the “Company Stockholder Approval”), is the only vote of the holders of any class or series of the Company’s capital stock necessary to approve and delivery adopt this Agreement and the Merger. The approval of this Agreement by ParentAgreement, Merger Sub 1 the Merger, the stockholders agreement and Merger Sub 2 and the performance by Parent, Merger Sub 1 and Merger Sub 2 of their respective obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby have been duly authorized by the Board of Directors of each of Parent and Merger Sub 1 the Company constitutes the only action necessary to render inapplicable to this Agreement, the Merger, the stockholders agreement and the Board transactions contemplated hereby and thereby the restrictions on “business combinations” (as defined in Section 203 of Managers the DGCL) set forth in Section 203 of Merger Sub 2 and all other necessary corporate or limited liability company action on the part of ParentDGCL to the extent, Merger Sub 1 and Merger Sub 2if any, other than such restrictions would otherwise be applicable to this Agreement, the Required Parent Vote and Merger, the approval of this Agreement by Parent or a Subsidiary of Parent as the sole member of Merger Sub 1 and Merger Sub 2, and no other corporate proceedings on the part of either Parent, Merger Sub 1 or Merger Sub 2 are necessary to authorize this Agreement stockholders agreement and the transactions contemplated hereby and thereby. Parent Except for Ontario Securities Commission Rule 61-501, no state or a Subsidiary of Parentforeign takeover or similar statute or regulation is applicable to this Agreement, as sole member of Merger Sub 1 and Merger Sub 2the Merger, will, immediately following the stockholders agreement or the other transactions contemplated hereby or thereby. Prior to the execution and delivery of this Agreement by each of the parties heretostockholders agreement, adopt this Agreement. This Agreement has been duly and validly executed and delivered by Parent, Merger Sub 1 and Merger Sub 2 and, assuming due execution and delivery by the Company, shall constitute a legal, valid and binding obligation Board of each Directors of Parent, Merger Sub 1 and Merger Sub 2, enforceable against each of Parent, Merger Sub 1 and Merger Sub 2 in accordance with its terms, subject to (i) the effect of bankruptcy, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting Company approved the enforcement of creditors’ rights generally, and (ii) general equitable principles (whether considered in a proceeding in equity or at law)stockholders agreement.

Authorization and Validity of Agreement. Parent, Merger Sub 1 and Merger Sub 2 have all requisite Such Seller or such Derivative Securities Holder has the corporate or limited liability other power and authority to execute, execute and deliver and, subject to receipt of the Required Parent Vote, perform their respective obligations under this Agreement and the other Transaction Agreements to which it is or will be a party, and to consummate the transactions contemplated hereby and thereby. The execution and delivery by such Seller and such Derivative Securities Holder of this Agreement by Parent, Merger Sub 1 and Merger Sub 2 and the performance by Parent, Merger Sub 1 and Merger Sub 2 of their respective obligations hereunder and thereunder and the consummation by such Seller and such Derivative Securities Holder of the transactions contemplated hereby have been, and the execution and delivery of the other Transaction Agreements to which such Seller and such Derivative Securities Holder is or will be a party by such Seller and such Derivative Securities Holder and the consummation by such Seller and such Derivative Securities Holder of the transactions contemplated thereby have has been or will at the Closing be, duly and validly authorized by the Board of Directors of each of Parent and Merger Sub 1 and the Board of Managers of Merger Sub 2 and all other necessary requisite corporate or limited liability company other action on the part of Parent, Merger Sub 1 such Seller and Merger Sub 2, other than the Required Parent Vote such Derivative Securities Holder if such Seller and the approval of this Agreement by Parent or a Subsidiary of Parent as the sole member of Merger Sub 1 and Merger Sub 2, and no other corporate proceedings on the part of either Parent, Merger Sub 1 or Merger Sub 2 are necessary to authorize this Agreement and the transactions contemplated hereby and thereby. Parent or a Subsidiary of Parent, as sole member of Merger Sub 1 and Merger Sub 2, will, immediately following the execution and delivery of this Agreement by each of the parties hereto, adopt this Agreementsuch Derivative Securities Holder is not an individual natural Person. This Agreement has been duly and validly executed and delivered by Parentsuch Seller and such Derivative Securities Holder, Merger Sub 1 and Merger Sub 2 andassuming this Agreement has been duly authorized, assuming due execution executed and delivery delivered by the CompanyBuyer, shall constitute this Agreement constitutes a legal, valid and binding obligation agreement of each of Parent, Merger Sub 1 such Seller and Merger Sub 2such Derivative Securities Holder, enforceable against each of Parent, Merger Sub 1 such Seller and Merger Sub 2 such Derivative Securities Holder in accordance with its terms, except that (a) such enforcement may be subject to any bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other Laws, now or hereafter in effect, relating to or limiting creditors' rights generally and (b) the remedy of specific performance and injunctive and other forms of equitable relief, may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. Each other Transaction Agreement to which such Seller and such Derivative Securities Holder is or will be a party has been or will at the Closing be duly and validly executed by such Seller and such Derivative Securities Holder and, assuming such Transaction Agreement is duly authorized, executed and delivered by the other Parties thereto (other than such Seller and such Derivative Securities Holder), such Transaction Agreements do or will constitute valid and binding agreements of such Seller and such Derivative Securities Holder, enforceable against such Seller and such Derivative Securities Holder in accordance with their respective terms, except that (i) the effect of such enforcement may be subject to any bankruptcy, fraudulent conveyanceinsolvency, reorganization, moratorium and moratorium, fraudulent transfer or other similar laws Laws, now or hereafter in effect, relating to or affecting the enforcement of limiting creditors’ ' rights generally, generally and (ii) general the remedy of specific performance and injunctive and other forms of equitable principles (whether considered in a relief, may be subject to equitable defenses and to the discretion of the court before which any proceeding in equity or at law)therefor may be brought.