Common use of Authorization, Validity and Effect of Agreements Clause in Contracts

Authorization, Validity and Effect of Agreements. Seller has the requisite power and authority to enter into the transactions contemplated hereby, to execute and deliver this Agreement and to perform its obligations hereunder. The Special Committee has, by resolutions duly adopted by unanimous vote of its members, (i) determined that (A) the Merger is advisable and in the best interests of Seller and its stockholders (other than the Continuing Stockholders), and (B) the Merger Consideration to be received for outstanding Seller Common Shares and outstanding options and warrants to purchase Seller Common Shares in the Merger is fair to the securityholders of Seller who will be entitled to receive such Merger Consideration (other than the Continuing Stockholders), (ii) recommended that the Seller Board approve and adopt this Agreement, the Merger and the other transactions contemplated hereby, and (iii) recommended approval and adoption by the stockholders of Seller of this Agreement and the transactions contemplated hereby. The Seller Board has, by resolutions duly adopted by unanimous vote of its members (other than the Continuing Stockholders), approved and adopted this Agreement, the Merger and the transactions contemplated hereby and has agreed to recommend that the holders of Seller Common Shares approve and adopt this Agreement, the Merger and the transactions contemplated hereby at the Stockholders Meeting (as defined in Section 7.3(e) hereof), which will be held in accordance with the provisions of Section 7.3. In connection with the foregoing, the Seller Board has taken such actions and votes as are necessary on its part to render the provisions of Section 203 of the DGCL and all other takeover statutes applicable to Delaware corporations and any other applicable takeover statutes of any other state, inapplicable to this Agreement, the Merger and the transactions contemplated by this Agreement. The execution and delivery by Seller of this Agreement and, subject only to the approval of this Agreement and the transactions contemplated hereby by the holders of a majority of the outstanding Seller Common Shares, the consummation of the transactions contemplated hereby have been duly authorized by all requisite corporate action on the part of the Seller and no other corporate proceedings on the part of the Seller are necessary to authorize this Agreement and the transactions contemplated hereby, other than the filing of the Certificate of Merger. This Agreement constitutes the valid and legally binding obligations of Seller enforceable against it in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights generally, and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

Authorization, Validity and Effect of Agreements. Seller (a) Each of Grey Wolf and Holdings has the requisite corporate power and authority to enter into the transactions contemplated hereby, to execute and deliver this Agreement and all other agreements, instruments, certificates and documents contemplated hereunder (collectively, the “Related Documents”) to which it is, or will become, a party, to perform its obligations hereunderhereunder and thereunder and to consummate, in the case of Grey Wolf, the Grey Wolf Merger and, in the case of Holdings, the Mergers, and all other transactions contemplated hereunder and thereunder, subject to the approval of the Grey Wolf Proposals by Grey Wolf’s stockholders. The Special Committee hasexecution, by resolutions duly adopted by unanimous vote delivery and performance of its membersthis Agreement and the Related Documents and the consummation of, (i) determined that (A) the Merger is advisable and in the best interests case of Seller and its stockholders (other than Grey Wolf, the Continuing Stockholders)Grey Wolf Merger and, and (B) the Merger Consideration to be received for outstanding Seller Common Shares and outstanding options and warrants to purchase Seller Common Shares in the Merger is fair to the securityholders case of Seller who will be entitled to receive such Merger Consideration (other than the Continuing Stockholders), (ii) recommended that the Seller Board approve and adopt this AgreementHoldings, the Merger Mergers and the other transactions contemplated hereby, hereunder and (iii) recommended approval and adoption by the stockholders of Seller of this Agreement and the transactions contemplated hereby. The Seller Board has, by resolutions duly adopted by unanimous vote of its members (other than the Continuing Stockholders), approved and adopted this Agreement, the Merger and the transactions contemplated hereby and has agreed to recommend that the holders of Seller Common Shares approve and adopt this Agreement, the Merger and the transactions contemplated hereby at the Stockholders Meeting (as defined in Section 7.3(e) hereof), which will be held in accordance with the provisions of Section 7.3. In connection with the foregoing, the Seller Board has taken such actions and votes as are necessary on its part to render the provisions of Section 203 of the DGCL and all other takeover statutes applicable to Delaware corporations and any other applicable takeover statutes of any other state, inapplicable to this Agreement, the Merger and the transactions contemplated by this Agreement. The execution and delivery by Seller of this Agreement and, subject only to the approval of this Agreement and the transactions contemplated hereby by the holders of a majority of the outstanding Seller Common Shares, the consummation of the transactions contemplated hereby thereunder have been duly authorized by all requisite corporate action on the part behalf of the Seller Grey Wolf and Holdings, and no other corporate proceedings on the part of the Seller by Grey Wolf or Holdings are necessary to authorize the execution and delivery of this Agreement or the Related Documents or to consummate, in the case of Grey Wolf, the Grey Wolf Merger and, in the case of Holdings, the Mergers, and the other transactions contemplated herebyhereunder or under the Related Documents, other than except for the approval of the Grey Wolf Proposals by Grey Wolf’s stockholders, the filing of the Articles of Merger pursuant to the TBCA, the filing of the Certificate of Merger. Mergers pursuant to the DGCL and the Governmental Authority applications and approvals described in Section 3.6(b). (b) This Agreement constitutes and each of the Related Documents to which each of Grey Wolf and Holdings is a party have been or will be duly executed by each of Grey Wolf and Holdings and, assuming the due authorization, execution and delivery hereof and thereof by Basic to the extent a party hereof and thereof, constitute the valid and legally binding obligations of Seller Grey Wolf and Holdings, enforceable against it each of Grey Wolf and Holdings in accordance with its their terms, except (i) as limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws Applicable Laws relating to or affecting the rights and remedies of creditors generally and to general application affecting enforcement principles of creditors’ rights generallyequity (regardless of whether considered in a proceeding in equity or at law). Assuming the accuracy of the representations and warranties set forth in Section 4.18, (i) Grey Wolf has taken all action necessary to render the restrictions set forth in Article 13.03 of the TBCA inapplicable to this Agreement and the transactions contemplated hereby and (ii) as limited by laws relating Holdings has taken all action necessary to render Section 203 of the availability of specific performance, injunctive relief or other equitable remediesDGCL inapplicable to this Agreement and the transactions contemplated hereby.

Authorization, Validity and Effect of Agreements. Seller The Company has the requisite corporate power and authority to enter into the transactions contemplated hereby, to execute and deliver this Agreement and the Ancillary Agreements to which it is a party, to perform its obligations hereunder. The Special Committee has, by resolutions duly adopted by unanimous vote of its members, (i) determined that (A) the Merger is advisable hereunder and in the best interests of Seller thereunder and its stockholders (other than the Continuing Stockholders), and (B) the Merger Consideration to be received for outstanding Seller Common Shares and outstanding options and warrants to purchase Seller Common Shares in the Merger is fair to the securityholders of Seller who will be entitled to receive such Merger Consideration (other than the Continuing Stockholders), (ii) recommended that the Seller Board approve and adopt this Agreement, the Merger and the other transactions contemplated hereby, and (iii) recommended approval and adoption by the stockholders of Seller of this Agreement and the transactions contemplated hereby. The Seller Board has, by resolutions duly adopted by unanimous vote of its members (other than the Continuing Stockholders), approved and adopted this Agreement, the Merger and consummate the transactions contemplated hereby and has agreed to recommend that the holders of Seller Common Shares approve and adopt this Agreement, the Merger and the transactions contemplated hereby at the Stockholders Meeting (as defined in Section 7.3(e) hereof), which will be held in accordance with the provisions of Section 7.3. In connection with the foregoing, the Seller Board has taken such actions and votes as are necessary on its part to render the provisions of Section 203 of the DGCL and all other takeover statutes applicable to Delaware corporations and any other applicable takeover statutes of any other state, inapplicable to this Agreement, the Merger and the transactions contemplated by this Agreementthereby. The execution and delivery by Seller the Company of this Agreement andand such Ancillary Agreements, subject only the performance of its obligations hereunder and thereunder 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 the Company, and no other action on the part of the Company or any shareholder thereof is necessary to authorize the execution and delivery by the Company of this Agreement or such Ancillary Agreements, to perform the obligations hereunder or thereunder or to consummate the transactions contemplated hereby or thereby (other than the approval of this Agreement and the transactions contemplated hereby Merger by the holders of a majority of the outstanding Seller shares of Company Common Shares, the consummation Stock). The Board of Directors of the transactions contemplated hereby have been duly authorized by all requisite corporate action Company, acting on the part recommendation of a duly constituted special committee of independent directors, has duly adopted resolutions determining that the Seller Merger is advisable and no other corporate proceedings on the part terms of the Seller are necessary to authorize this Agreement and the transactions contemplated herebyMerger are fair to, other than and in the filing of best interests of, the Certificate of MergerCompany and the Company's shareholders. This Agreement has been, and upon execution as contemplated herein, each Ancillary Agreement to which the Company is a party, will have been, duly and validly executed and delivered by the Company, and (assuming due execution and delivery of this Agreement and each of such Ancillary Agreements by each other party hereto and thereto) constitutes the valid and legally binding obligations obligation of Seller the Company, enforceable against it the Company in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights generally, and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

Authorization, Validity and Effect of Agreements. Seller The Company has the requisite corporate power and authority to enter into the transactions contemplated hereby, to execute and deliver this Agreement, the Option Agreement, the Loan Agreement and to the Voting Agreement and enter into and perform its obligations hereunderhereunder and consummate the Transactions. The Special Committee hasCompany Board, by resolutions duly adopted by unanimous vote of its membersthe Board of Directors of the Company at a meeting duly called and held at which a quorum of not less than a majority of all of the directors of the Company was present and acting throughout, has duly (ia) determined that (A) the Merger is advisable and in the best interests of Seller and its stockholders (other than the Continuing Stockholders), and (B) the Merger Consideration to be received for outstanding Seller Common Shares and outstanding options and warrants to purchase Seller Common Shares in the Merger is fair to the securityholders of Seller who will be entitled to receive such Merger Consideration (other than the Continuing Stockholders), (ii) recommended that the Seller Board approve and adopt this Agreement, the Merger and the other transactions contemplated hereby, and (iii) recommended approval and adoption by the stockholders of Seller of this Agreement and the transactions contemplated hereby. The Seller Board has, by resolutions duly adopted by unanimous vote of its members (other than the Continuing Stockholders), approved and adopted this Agreement, the Merger and the transactions contemplated hereby and has agreed to recommend that the holders of Seller Common Shares approve and adopt this Option Agreement, the Merger Loan Agreement and Voting Agreement and the transactions contemplated hereby at the Stockholders Meeting (as defined in Section 7.3(e) hereof)Transactions, which will approval and adoption has not been rescinded or modified, (b) resolved to recommend this Agreement and the Merger to its shareholders for approval and (c) directed that this Agreement be held submitted to its shareholders for consideration in accordance with the provisions of Section 7.3WBCA and this Agreement. In connection with the foregoing, the Seller Company Board has taken such actions unanimously approved this Agreement, the Option Agreement, the Loan Agreement and votes as are necessary on its part to render the provisions Voting Agreement and the Transactions for purposes of Section 203 Chapter 23B.19 of the DGCL and all other takeover statutes WBCA such that the restrictions set forth in Section 23B.19.040 of the WBCA are not applicable to Delaware corporations and any other applicable takeover statutes of any other state, inapplicable to this Agreement, the Merger and Option Agreement, the transactions contemplated by this AgreementLoan Agreement or the Voting Agreement or the consummation of the Transactions or to the Surviving Corporation or Parent or to any "affiliate" or "associate" of the Surviving Corporation (as those terms are defined in Section 23.B.19.040 of the WBCA), following the Merger. The execution and delivery by Seller No other State of this Agreement and, subject Washington takeover statute or similar statute or regulation is applicable to the Merger. Subject only to the approval of this Agreement and the transactions contemplated hereby by the holders of a majority two-thirds of the outstanding Seller shares of Company Common SharesStock, the execution by the Company of this Agreement, the Option Agreement, the Loan Agreement and the Voting Agreement and the consummation of the transactions contemplated hereby Transactions have been duly authorized by all requisite corporate action on the part of the Seller and no other corporate proceedings on the part Company. As of the Seller are necessary date hereof, all of the directors and the executive officers of the Company listed on Section 4.2 of the Company Disclosure Schedule have indicated that they presently intend to authorize vote all shares of Company Common Stock that they beneficially own to approve this Agreement and the transactions contemplated hereby, other than Transactions at the filing shareholders' meeting of the Certificate Company to be held in accordance with the provisions of MergerSection 6.3. This Agreement, the Voting Agreement, the Loan Agreement constitutes and the Option Agreement have each been duly and validly executed and delivered by the Company and, assuming in the case of this Agreement and the Option Agreement due and valid authorization, execution and delivery thereof by Parent and MergerCo, each constitute a valid and legally binding obligations obligation of Seller the Company, enforceable against it the Company in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights generally, and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

Authorization, Validity and Effect of Agreements. Seller (a) The Company has the requisite corporate power and authority to enter into the transactions contemplated hereby, to execute and deliver this Agreement and to perform its obligations hereunder. The Special Committee has, all agreements and documents executed by resolutions duly adopted by unanimous vote of its members, it in connection herewith (ithe “Ancillary Documents”) determined that (A) the Merger is advisable and in the best interests of Seller and its stockholders (other than the Continuing Stockholders), and (B) the Merger Consideration to be received for outstanding Seller Common Shares and outstanding options and warrants to purchase Seller Common Shares in the Merger is fair subject to the securityholders of Seller who will be entitled to receive such Merger Consideration (other than the Continuing Stockholders), (ii) recommended that the Seller Board approve and adopt this Agreement, the Merger and the other transactions contemplated hereby, and (iii) recommended approval and adoption by the stockholders of Seller of this Agreement and the transactions contemplated hereby. The Seller Board has, by resolutions duly adopted by unanimous vote of its members (other than the Continuing Stockholders), approved and adopted this Agreement, the Merger and the transactions contemplated hereby and has agreed to recommend that the holders of Seller Common Shares approve and adopt this Agreement, the Merger and the transactions contemplated hereby at the Stockholders Meeting (as defined in Section 7.3(e) hereof), which will be held in accordance with the provisions of Section 7.3. In connection with the foregoing, the Seller Board has taken such actions and votes as are necessary on its part to render the provisions of Section 203 of the DGCL and all other takeover statutes applicable to Delaware corporations and any other applicable takeover statutes of any other state, inapplicable to this Agreement, the Merger and the transactions contemplated by this Agreement. The execution and delivery by Seller of this Agreement and, subject only to the approval of this Agreement and the transactions contemplated hereby by the holders of a majority of the outstanding Seller shares of the Class A Common SharesStock (the “Stockholder Approval”), to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Ancillary Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby have been duly and validly authorized by all requisite corporate action on the part of the Seller Board, and no other corporate proceedings on the part of the Seller Company are necessary to authorize this Agreement and the Ancillary Documents or to consummate the transactions contemplated hereby, hereby and thereby (other than the filing adoption of this Agreement by the holders of the Certificate of MergerCommon Stock if required by applicable Law). This Agreement has been, and any Ancillary Document at the time of execution will have been, duly and validly executed and delivered by the Company, and (assuming this Agreement and such Ancillary Documents each constitute a valid and binding obligation of Purchaser and Merger Sub) constitutes and will constitute the valid and legally binding obligations of Seller the Company, enforceable against it in accordance with its their respective terms. (b) On or prior to the date hereof, except the Board has (i) determined that as limited by applicable bankruptcyof the date hereof this Agreement, insolvencythe Ancillary Documents and the transactions contemplated hereby and thereby are fair to and in the best interests of the Company and its stockholders, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights generally, and (ii) as limited by laws relating adopted resolutions approving this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby and (iii) adopted resolutions declaring this Agreement and the Merger advisable. No “fair price,” “moratorium,” “control share acquisition” or other similar anti-takeover statute or regulation (including Section 203 of the DGCL) (each, a “Takeover Statute”) or any anti-takeover provision in the Company’s certificate of incorporation or bylaws is, or at the Effective Time will be, applicable to the availability Company, the Class A Common Stock, the Class B Common Stock, the Merger or the other transactions contemplated by this Agreement. To the knowledge of specific performancethe Company, injunctive relief no other anti-takeover laws or regulations apply or purport to apply to this Agreement, the Ancillary Documents or any of the transactions contemplated hereby or thereby. No provision of the certificate of incorporation or the bylaws of the Company or similar governing instruments of any of its Subsidiaries would, directly or indirectly, restrict or impair the ability of Purchaser to vote, or otherwise to exercise the rights of a stockholder with respect to, any shares of the Company and any of its Subsidiaries that may be acquired or controlled by Purchaser. (c) Prior to the date hereof, the Board or an appropriate committee of the Board administering the Stock Option Plans has adopted such resolutions or taken such other equitable remediesactions as are required to permit any Options that are not exercisable as of the date hereof to become exercisable at the Effective Time. (d) Prior to the date hereof, the Board has adopted such resolutions or taken such other actions as are required to cause all unvested restricted shares of Common Stock to become vested immediately prior to the Effective Time.

Authorization, Validity and Effect of Agreements. Seller VPT has the requisite power and authority to enter into the transactions contemplated hereby, hereby and to execute and deliver this Agreement and to perform its obligations hereunderAgreement. The Special Committee has, by resolutions duly adopted by unanimous vote Trustees of its members, (i) determined that (A) the Merger is advisable and in the best interests of Seller and its stockholders (other than the Continuing Stockholders), and (B) the Merger Consideration to be received for outstanding Seller Common Shares and outstanding options and warrants to purchase Seller Common Shares in the Merger is fair to the securityholders of Seller who will be entitled to receive such Merger Consideration (other than the Continuing Stockholders), (ii) recommended that the Seller Board approve and adopt VPT have approved this Agreement, the Merger and the other transactions contemplated herebyMerger, and (iii) recommended approval and adoption by the stockholders of Seller of this Agreement and the transactions contemplated hereby. The Seller Board has, by resolutions duly adopted by unanimous vote of its members (other than the Continuing Stockholders), approved this Agreement and adopted this Agreement, the Merger and the transactions contemplated hereby and has have agreed to recommend that the holders of Seller Common VPT Shares adopt and approve and adopt this Agreement, the Merger Merger, and the transactions contemplated hereby by this Agreement at the Stockholders Meeting (as defined in Section 7.3(e) hereof), VPT shareholders' meeting which will be held in accordance with the provisions of Section 7.39.3 hereof. In connection with the foregoing, the Seller Board has Trustees of VPT have taken such all necessary actions and votes as are necessary on its part to render the provisions of Section 203 Sections 3-602 and 3-701 of the DGCL and all other takeover statutes applicable to Delaware corporations and any other applicable takeover statutes of any other state, MGCL inapplicable to Buyer and Merger Subsidiary in connection with this Agreement, the Merger Merger, and the transactions contemplated by this Agreement. The execution and delivery To the knowledge of VPT, no other state takeover or similar statute or regulation applies to the Merger or any of the transactions contemplated by Seller of this Agreement andwith respect to VPT. As of the date hereof, subject all of the trustees and executive officers of VPT have indicated that they presently intend to vote all VPT Shares which they own to approve this Agreement, the Merger, and the transactions contemplated by this Agreement at the VPT shareholders meeting which will be held in accordance with the provisions of Section 9.3 hereof. Subject only to the approval of this Agreement and the transactions contemplated hereby by the holders of a majority two-thirds of the outstanding Seller Common SharesVPT Shares and the filing and acceptance for record of appropriate merger documents as required by Title 8 and the MGCL, the execution by VPT of this Agreement and the consummation of the transactions contemplated hereby by this Agreement have been duly authorized by all requisite corporate action on the part of the Seller and no other corporate proceedings on the part of the Seller are necessary to authorize VPT. Assuming this Agreement constitutes a valid and the transactions contemplated herebybinding obligation of Buyer and Merger Subsidiary, other than the filing of the Certificate of Merger. This this Agreement constitutes the valid and legally binding obligations obligation of Seller VPT, enforceable against it VPT in accordance with its terms, except (i) as limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights generally, and (ii) as limited by similar laws relating to the availability creditors' rights and general principles of specific performance, injunctive relief or other equitable remediesequity.

Authorization, Validity and Effect of Agreements. Seller CV has the requisite corporate power and authority, CV Trust has the requisite trust power and authority, and CV Partnership has the requisite partnership power and authority to enter into the transactions contemplated hereby, hereby and to execute and deliver this Agreement and to perform its obligations hereunder. The Special Committee has, by resolutions duly adopted by unanimous vote of its members, (i) determined that (A) the Merger is advisable and in the best interests of Seller and its stockholders (other than the Continuing Stockholders), and (B) the Merger Consideration to be received for outstanding Seller Common Shares and outstanding options and warrants to purchase Seller Common Shares in the Merger is fair to the securityholders of Seller who will be entitled to receive such Merger Consideration (other than the Continuing Stockholders), (iiextent a party hereto) recommended that the Seller Board approve and adopt this Agreement, the Merger and the other transactions contemplated hereby, and (iii) recommended approval and adoption by the stockholders of Seller of this Agreement and the transactions contemplated herebyAncillary Agreements to which it is a party. The Seller Board has, by resolutions duly adopted by unanimous vote of its members (other than the Continuing Stockholders), approved and adopted this Agreement, the Merger and the transactions contemplated hereby and has agreed to recommend that the holders of Seller Common Shares approve and adopt this Agreement, the Merger and the transactions contemplated hereby at the Stockholders Meeting (as defined in Section 7.3(e) hereof), which will be held in accordance with the provisions of Section 7.3. In connection with the foregoing, the Seller Board has taken such actions and votes as are necessary on its part to render the provisions of Section 203 of the DGCL and all other takeover statutes applicable to Delaware corporations and any other applicable takeover statutes of any other state, inapplicable to this Agreement, the Merger and the transactions contemplated by this Agreement. The execution and delivery by Seller of this Agreement and, subject Subject only to the approval of this Agreement and the transactions contemplated hereby by the holders of a majority of the outstanding Seller shares of CV Common SharesStock (the "CV Shareholder Approval") and the requisite CV Partnership Approvals, the consummation by the CV Entities (as defined below) of this Agreement to the extent parties hereto and the consummation by CV, CV Trust and CV Partnership (collectively the "CV Entities") of the Ancillary Agreements, and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all requisite corporate action on the part of the Seller and no other corporate proceedings on the part each of the Seller are necessary to authorize this CV Entities. This Agreement has been, and the transactions contemplated herebyAncillary Agreements when executed will be, other than the filing of the Certificate of Merger. This duly executed and delivered by CV and this Agreement constitutes the valid and legally binding obligations obligation of Seller CV, enforceable against it CV in accordance with its terms, except and the Ancillary Agreements to which any of the CV Entities is party (iwhen executed and delivered pursuant hereto) as limited by will constitute the valid and legally binding obligations of each of the CV Entities enforceable against each of them in accordance with their respective terms, in each case subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights generally, and (ii) as limited by similar laws relating to the availability creditors' rights and general principles of specific performance, injunctive relief or other equitable remediesequity.

Authorization, Validity and Effect of Agreements. Seller has (a) Parent and Merger Sub have the requisite corporate power and authority to enter into the transactions contemplated hereby, to execute and deliver this Agreement and the Related Documents to which they are, or will become, a party, to perform its their respective obligations hereunderhereunder and thereunder and to consummate the Merger and all other transactions contemplated hereunder and thereunder, subject to the adoption of the Parent Proposal by Parent’s stockholders and the adoption of this Agreement by Parent as the sole stockholder of Merger Sub. The Special Committee hasexecution, by resolutions duly adopted by unanimous vote delivery and performance of its members, (i) determined that (A) this Agreement and the Merger is advisable Related Documents and in the best interests consummation of Seller and its stockholders (other than the Continuing Stockholders), and (B) the Merger Consideration to be received for outstanding Seller Common Shares and outstanding options and warrants to purchase Seller Common Shares in the Merger is fair to the securityholders of Seller who will be entitled to receive such Merger Consideration (other than the Continuing Stockholders), (ii) recommended that the Seller Board approve and adopt this Agreement, the Merger and the other transactions contemplated hereby, hereunder and (iii) recommended approval and adoption by the stockholders of Seller of this Agreement and the transactions contemplated hereby. The Seller Board has, by resolutions duly adopted by unanimous vote of its members (other than the Continuing Stockholders), approved and adopted this Agreement, the Merger and the transactions contemplated hereby and has agreed to recommend that the holders of Seller Common Shares approve and adopt this Agreement, the Merger and the transactions contemplated hereby at the Stockholders Meeting (as defined in Section 7.3(e) hereof), which will be held in accordance with the provisions of Section 7.3. In connection with the foregoing, the Seller Board has taken such actions and votes as are necessary on its part to render the provisions of Section 203 of the DGCL and all other takeover statutes applicable to Delaware corporations and any other applicable takeover statutes of any other state, inapplicable to this Agreement, the Merger and the transactions contemplated by this Agreement. The execution and delivery by Seller of this Agreement and, subject only to the approval of this Agreement and the transactions contemplated hereby by the holders of a majority of the outstanding Seller Common Shares, the consummation of the transactions contemplated hereby thereunder have been duly authorized by all requisite corporate action on the part behalf of the Seller Parent and Merger Sub, and no other corporate proceedings on the part of the Seller by Parent and Merger Sub are necessary to authorize the execution and delivery of this Agreement or the Related Documents or to consummate the Merger and the other transactions contemplated herebyhereunder or under the Related Documents, other than except for the receipt of the Required Parent Vote, the receipt of Parent Minority Approval and the adoption of this Agreement by Parent as the sole stockholder of Merger Sub and the filing of the Certificate of Merger. Merger pursuant to the DGCL and the IBCL. (b) This Agreement constitutes and each of the Related Documents to which Parent and/or Merger Sub is a party have been or will be duly executed and delivered by Parent and/or Merger Sub and, assuming the due authorization, execution and delivery hereof and thereof by the Company to the extent the Company is a party hereof and thereof, constitute or will constitute the valid and legally binding obligations of Seller Parent and/or Merger Sub, enforceable against it Parent and/or Merger Sub in accordance with its their terms, except (i) as limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium moratorium, fraudulent conveyance or other laws of general application affecting enforcement of creditors’ rights generally, and (ii) as limited by laws Laws now or hereafter in effect relating to or affecting the availability rights and remedies of specific performance, injunctive relief creditors generally and to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or other equitable remediesat Law).

Authorization, Validity and Effect of Agreements. 2.2.1 The execution and delivery of this Agreement and all agreements and documents contemplated hereby by Seller has and VSI, and the requisite power consummation by each of Seller and authority to enter into VSI of the transactions contemplated hereby, to execute and deliver this Agreement and to perform its obligations hereunder. The Special Committee has, by resolutions duly adopted by unanimous vote of its members, (i) determined that (A) the Merger is advisable and in the best interests of Seller and its stockholders (other than the Continuing Stockholders), and (B) the Merger Consideration to be received for outstanding Seller Common Shares and outstanding options and warrants to purchase Seller Common Shares in the Merger is fair to the securityholders of Seller who will be entitled to receive such Merger Consideration (other than the Continuing Stockholders), (ii) recommended that the Seller Board approve and adopt this Agreement, the Merger and the other transactions contemplated hereby, and (iii) recommended approval and adoption by the stockholders of Seller of this Agreement and the transactions contemplated hereby. The Seller Board has, by resolutions duly adopted by unanimous vote of its members (other than the Continuing Stockholders), approved and adopted this Agreement, the Merger and the transactions contemplated hereby and has agreed to recommend that the holders of Seller Common Shares approve and adopt this Agreement, the Merger and the transactions contemplated hereby at the Stockholders Meeting (as defined in Section 7.3(e) hereof), which will be held in accordance with the provisions of Section 7.3. In connection with the foregoing, the Seller Board has taken such actions and votes as are necessary on its part to render the provisions of Section 203 of the DGCL and all other takeover statutes applicable to Delaware corporations and any other applicable takeover statutes of any other state, inapplicable to this Agreement, the Merger and the transactions contemplated by this Agreement. The execution and delivery by Seller of this Agreement and, subject only to the approval of this Agreement and the transactions contemplated hereby by the holders of a majority of the outstanding Seller Common Shares, the consummation of the transactions contemplated hereby have been duly authorized by all requisite corporate action on the part Board and the board of directors of Seller and, except for the approval of the Seller stockholders of VSI and Seller, no other corporate proceedings on the part of the Seller or VSI are necessary to authorize this Agreement and the transactions contemplated hereby, other than the filing of the Certificate of Merger. . 2.2.2 This Agreement constitutes constitutes, and all agreements and documents contemplated hereby when executed and delivered pursuant hereto for value received will constitute, the valid and legally binding obligations of Seller and VSI enforceable against it in accordance with its their terms, except (i) as that enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium fraudulent transfer, moratorium, bulk sales, preference, equitable subordination, marshalling or other similar laws of general application affecting now or hereafter in effect relating to the enforcement of creditors’ ' rights generally, generally and (ii) as limited by laws relating to except that the availability remedies of specific performance, injunctive injunction and other forms of equitable relief are subject to certain tests of equity jurisdiction, equitable defenses and the discretion of the court before which any proceeding therefor may be brought. 2.2.3 The execution and delivery of this Agreement by each of Seller and VSI does not, and the consummation of the transactions contemplated hereby by each of Seller and VSI will not, except as set forth in Schedule 2.2 hereof (which Schedule 2.2 will include reference to compliance with the HSR Act), (i) require the consent, approval or authorization of, or declaration, filing or registration with, any Governmental Body or any Third Party; (ii) result in the breach of any term or provision of, or constitute a default under, or result in the acceleration of or entitle any party to accelerate (whether after the giving of notice or the lapse of time or both) any obligation under, or result in the creation or imposition of any Encumbrance upon any part of the property of Seller or VSI pursuant to any provision of, any Order, indenture, mortgage, lease, license, lien, or other equitable remediesagreement or instrument to which VSI or Seller is a party or by which either of them is bound; or (iii) violate or conflict with any provision of the bylaws or the Certificate of Incorporation of VSI or Seller as amended to the date hereof.

Authorization, Validity and Effect of Agreements. Seller (a) Each of Basic and Holdings has the requisite corporate power and authority to enter into the transactions contemplated hereby, to execute and deliver this Agreement and the Related Documents to which it is, or will become, a party, to perform its obligations hereunderhereunder and thereunder and to consummate in the case of Basic, the Basic Merger and, in the case of Holdings, the Mergers, and all other transactions contemplated hereunder and thereunder subject to the approval of the Basic Proposal by Basic’s Stockholders. The Special Committee hasexecution, by resolutions duly adopted by unanimous vote delivery and performance of its members, (i) determined that (A) this Agreement and the Merger is advisable Related Documents and the consummation of in the best interests case of Seller and its stockholders (other than Basic, the Continuing Stockholders)Basic Merger and, and (B) the Merger Consideration to be received for outstanding Seller Common Shares and outstanding options and warrants to purchase Seller Common Shares in the Merger is fair to the securityholders case of Seller who will be entitled to receive such Merger Consideration (other than the Continuing Stockholders), (ii) recommended that the Seller Board approve and adopt this AgreementHoldings, the Merger Mergers, and the other transactions contemplated hereby, hereunder and (iii) recommended approval and adoption by the stockholders of Seller of this Agreement and the transactions contemplated hereby. The Seller Board has, by resolutions duly adopted by unanimous vote of its members (other than the Continuing Stockholders), approved and adopted this Agreement, the Merger and the transactions contemplated hereby and has agreed to recommend that the holders of Seller Common Shares approve and adopt this Agreement, the Merger and the transactions contemplated hereby at the Stockholders Meeting (as defined in Section 7.3(e) hereof), which will be held in accordance with the provisions of Section 7.3. In connection with the foregoing, the Seller Board has taken such actions and votes as are necessary on its part to render the provisions of Section 203 of the DGCL and all other takeover statutes applicable to Delaware corporations and any other applicable takeover statutes of any other state, inapplicable to this Agreement, the Merger and the transactions contemplated by this Agreement. The execution and delivery by Seller of this Agreement and, subject only to the approval of this Agreement and the transactions contemplated hereby by the holders of a majority of the outstanding Seller Common Shares, the consummation of the transactions contemplated hereby thereunder have been duly authorized by all requisite corporate action on the part behalf of the Seller Basic and Holdings, and no other corporate proceedings on the part of the Seller by Basic or Holdings are necessary to authorize the execution and delivery of this Agreement or the Related Documents or to consummate, in the case of Basic, the Basic Merger and, in the case of Holdings, the Mergers, and the other transactions contemplated herebyhereunder or under the Related Documents, other than except for the approval of the Basic Proposals by Basic’s stockholders, the filing of the Articles of Merger pursuant to the TBCA, the filing of the Certificate of Merger. Mergers pursuant to the DGCL and the Governmental Authority applications and approvals described in Section 4.6(b). (b) This Agreement constitutes and each of the Related Documents to which each Basic and Holdings is a party have been or will be duly executed by each of Basic and Holdings and, assuming the due authorization, execution and delivery hereof and thereof by Grey Wolf to the extent a party hereof and thereof, constitute the valid and legally binding obligations of Seller Basic and Holdings enforceable against it each of Basic and Holdings, in accordance with its their terms, except (i) as limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights generally, and (ii) as limited by laws Applicable Laws relating to or affecting the availability rights and remedies of specific performancecreditors generally and to general principles of equity (regardless of whether considered in a proceeding in equity or at law). Assuming the accuracy of the representations and warranties set forth in Section 3.18, injunctive relief or other equitable remediesBasic and Holdings have taken all action necessary to render the restrictions set forth in Section 203 of the DGCL inapplicable to this Agreement and the transactions contemplated hereby.

Authorization, Validity and Effect of Agreements. Seller Each of the Purchaser ------------------------------------------------ and the Parent has the all requisite corporate power and authority to enter into the transactions contemplated hereby, to execute and deliver this Agreement and to perform its obligations hereunder. The Special Committee hasapprove, by resolutions duly adopted by unanimous vote of its membersfund, (i) determined that (A) effect and implement the Merger is advisable Offer and in the best interests of Seller and its stockholders (other than the Continuing Stockholders), and (B) the Merger Consideration to be received for outstanding Seller Common Shares and outstanding options and warrants to purchase Seller Common Shares in the Merger is fair to the securityholders of Seller who will be entitled to receive such Merger Consideration (other than the Continuing Stockholders), (ii) recommended that the Seller Board approve and adopt this Agreement, the Merger and to consummate the other transactions contemplated hereby, . The execution and (iii) recommended approval and adoption by the stockholders of Seller delivery of this Agreement and the consummation by the Purchaser and the Parent of the transactions contemplated hereby. The Seller Board has, by resolutions duly adopted by unanimous vote of its members (other than the Continuing Stockholders)including, approved and adopted this Agreementwithout limitation, the Merger Offer and the transactions contemplated hereby and has agreed to recommend that the holders of Seller Common Shares approve and adopt this AgreementMerger, the Merger and the transactions contemplated hereby at execution and delivery of the Stockholders Meeting Financing Letter (as defined in Section 7.3(e) hereof5.7), which will be held in accordance with the provisions of Section 7.3. In connection with the foregoing, the Seller Board has taken such actions and votes as are necessary on its part to render the provisions of Section 203 of the DGCL and all other takeover statutes applicable to Delaware corporations and any other applicable takeover statutes of any other state, inapplicable to this Agreement, the Merger and the transactions contemplated by this Agreement. The execution and delivery by Seller of this Agreement and, subject only to the approval of this Agreement and the transactions contemplated hereby by the holders of a majority of the outstanding Seller Common Shares, the consummation of the transactions contemplated hereby have been duly and validly authorized by all requisite corporate action on the part respective Boards of Directors of the Seller Purchaser and the Parent, as applicable, and no other corporate proceedings on the part of the Seller Purchaser or the Parent are necessary to authorize this Agreement and or to consummate the transactions contemplated hereby, hereby other than (i) the filing Consent of the Certificate holders of Merger- preferred ordinary shares of the Parent (the "Preferred Stockholder Consent") ----------------------------- described in Section 5.2 of the disclosure letter delivered by the Parent and the Purchaser to the Company (the "Purchaser Disclosure Letter"), (ii) the --------------------------- -- Required Stockholder Approvals (as defined in Section 5.3), and (iii) the --- approval by the boards of directors of the Parent and the Purchaser of the Financing Documentation. This Agreement has been duly and validly executed and delivered by the Purchaser and the Parent, and (assuming this Agreement constitutes the valid and legally binding obligations obligation of Seller the Company) constitutes the valid and binding obligation of each of the Purchaser and the Parent, enforceable against it the Purchaser and the Parent in accordance with its terms, except (i) as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws of general application affecting or relating to enforcement of creditors’ ' rights generally, and (ii) as limited generally or by laws relating to the availability general principles of specific performance, injunctive relief or other equitable remediesequity.

Authorization, Validity and Effect of Agreements. Seller (a) Grey Wolf has the requisite corporate power and authority to enter into the transactions contemplated hereby, to execute and deliver this Agreement and all other agreements, instruments, certificates and documents contemplated hereunder (collectively, the “Related Documents”) to which it is, or will become, a party, to perform its obligations hereunderhereunder and thereunder and to consummate the Merger and all other transactions contemplated hereunder and thereunder, subject to the approval of the Grey Wolf Proposal by Grey Wolf’s shareholders. The Special Committee hasexecution, by resolutions duly adopted by unanimous vote delivery and performance of its members, (i) determined that (A) this Agreement and the Merger is advisable Related Documents and in the best interests consummation of Seller and its stockholders (other than the Continuing Stockholders), and (B) the Merger Consideration to be received for outstanding Seller Common Shares and outstanding options and warrants to purchase Seller Common Shares in the Merger is fair to the securityholders of Seller who will be entitled to receive such Merger Consideration (other than the Continuing Stockholders), (ii) recommended that the Seller Board approve and adopt this Agreement, the Merger and the other transactions contemplated hereby, hereunder and (iii) recommended approval and adoption by the stockholders of Seller of this Agreement and the transactions contemplated hereby. The Seller Board has, by resolutions duly adopted by unanimous vote of its members (other than the Continuing Stockholders), approved and adopted this Agreement, the Merger and the transactions contemplated hereby and has agreed to recommend that the holders of Seller Common Shares approve and adopt this Agreement, the Merger and the transactions contemplated hereby at the Stockholders Meeting (as defined in Section 7.3(e) hereof), which will be held in accordance with the provisions of Section 7.3. In connection with the foregoing, the Seller Board has taken such actions and votes as are necessary on its part to render the provisions of Section 203 of the DGCL and all other takeover statutes applicable to Delaware corporations and any other applicable takeover statutes of any other state, inapplicable to this Agreement, the Merger and the transactions contemplated by this Agreement. The execution and delivery by Seller of this Agreement and, subject only to the approval of this Agreement and the transactions contemplated hereby by the holders of a majority of the outstanding Seller Common Shares, the consummation of the transactions contemplated hereby thereunder have been duly authorized by all requisite corporate action on the part behalf of the Seller Grey Wolf, and no other corporate proceedings on the part of the Seller by Grey Wolf are necessary to authorize the execution and delivery of this Agreement or the Related Documents or to consummate the Merger and the other transactions contemplated herebyhereunder or under the Related Documents, other than except for the approval of the Grey Wolf Proposal by Grey Wolf’s shareholders, the filing of the Certificate of Merger. Merger pursuant to the TBCA and the TCL and the Governmental Authority applications and approvals described in Section 3.6(b). (b) This Agreement constitutes and each of the Related Documents to which Grey Wolf is a party have been or will be duly executed by Grey Wolf and, assuming the due authorization, execution and delivery hereof and thereof by Precision and Lobos to the extent a party hereof and thereof, constitute the valid and legally binding obligations of Seller Grey Wolf, enforceable against it Grey Wolf in accordance with its their terms, except (i) as limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights generally, and (ii) as limited by laws Applicable Laws relating to or affecting the availability rights and remedies of specific performance, injunctive relief creditors generally and to general principles of equity (regardless of whether considered in a proceeding in equity or other equitable remediesat law). Grey Wolf has taken all action necessary to render the restrictions set forth in Article 13.03 of the TBCA inapplicable to this Agreement and the transactions contemplated hereby.

Authorization, Validity and Effect of Agreements. Seller (a) The Company has the all requisite corporate power and authority to enter into the transactions contemplated hereby, to execute and deliver this Agreement and to consummate the transactions contemplated hereby and perform its obligations hereunder. The Special Committee has, by resolutions duly adopted by unanimous vote of its members, (i) determined that (A) the Merger is advisable and in the best interests of Seller and its stockholders (other than the Continuing Stockholders), and (B) the Merger Consideration to be received for outstanding Seller Common Shares and outstanding options and warrants to purchase Seller Common Shares in the Merger is fair Subject only to the securityholders approval of Seller who will be entitled to receive such Merger Consideration (other than this Agreement by the Continuing Stockholders), (ii) recommended that holders of the Seller Board approve and adopt this AgreementCompany Common Stock, the Merger execution, delivery and the other transactions contemplated hereby, and (iii) recommended approval and adoption performance by the stockholders of Seller Company of this Agreement and the transactions contemplated hereby. The Seller Board has, by resolutions duly adopted by unanimous vote consummation of its members (other than the Continuing Stockholders), approved and adopted this Agreement, the Merger and the transactions contemplated hereby and has agreed to recommend that have been duly authorized by all necessary corporate action on behalf of the holders of Seller Common Shares approve and adopt this Agreement, the Merger and the transactions contemplated hereby at the Stockholders Meeting (as defined in Section 7.3(e) hereof), which will be held in accordance with the provisions of Section 7.3Company. In connection with the foregoing, the Seller Company Board has unanimously adopted and approved this Agreement and approved the transactions contemplated by this Agreement, unanimously recommended that the Company’s stockholders adopt and approve this Agreement, and taken such actions and votes as are necessary on its part to render the provisions of Section 203 Chapter 110F of the DGCL MGL and all other takeover statutes applicable to Delaware corporations and any other applicable takeover statutes of any other state, inapplicable to this Agreement, the Merger Voting Agreements and the Merger. In accordance with the applicable provisions of the MGL, the stockholders of the Company are not entitled to appraisal or dissenters rights in connection with transactions contemplated by this hereby. This Agreement. The , assuming due and valid authorization, execution and delivery hereof by Seller Parent and MergerCo, constitutes a valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors’ rights and general principles of equity. (b) The Company Board has amended the Common Stock Rights Agreement, dated as of November 19, 2001, between the Company and EquiServe Trust Company, N.A., as Rights Agent thereunder (the “Company Rights Agreement”), prior to the execution of this Agreement andso as to provide that (i) (A) neither Parent nor MergerCo will become an “Acquiring Person” and (B) no “Stock Acquisition Date” or “Distribution Date” (as such terms are defined in the Company Rights Agreement) will occur, subject only to in each case, as a result of the approval approval, execution and delivery of this Agreement and the transactions contemplated hereby by the holders of a majority of the outstanding Seller Common Shares, the consummation of the transactions contemplated hereby have been duly authorized by and (ii) the Company Rights Agreement will terminate immediately prior to the Effective Time. The Company Board has taken all requisite corporate other action on necessary so that the part execution of the Seller and no other corporate proceedings on the part of the Seller are necessary to authorize this Agreement and the consummation of the transactions contemplated hereby, other than the filing hereby does not and will not (x) cause any of the Certificate Rights to become exercisable or redeemable or (y) enable or require the Company to separate any Rights from the shares of Merger. This Agreement constitutes the valid and legally binding obligations of Seller enforceable against it in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights generally, and (ii) as limited by laws relating Company Common Stock to the availability of specific performance, injunctive relief or other equitable remedieswhich they are attached.

Authorization, Validity and Effect of Agreements. Seller The Company's Board of Directors has on or prior to the date of this Agreement (a) declared the Merger advisable and in the best interest of the Company and its stockholders and approved this Agreement in accordance with applicable Law, (b) resolved to recommend the approval of this Agreement by the Company's stockholders at a meeting thereof duly called and held in accordance with the Company's Certificate of Incorporation and Bylaws and the requirements of the DGCL (the "Stockholders Meeting") and (c) directed that this Agreement be submitted to the Company's stockholders for approval (collectively, the "Board Recommendation"). The Company has the requisite corporate power and authority to enter into the transactions contemplated hereby, to execute and deliver this Agreement and to perform its obligations hereunder. The Special Committee has, by resolutions duly adopted by unanimous vote of its members, (i) determined that (A) the Merger is advisable and in the best interests of Seller and its stockholders (other than the Continuing Stockholders), and (B) the Merger Consideration to be received for outstanding Seller Common Shares and outstanding options and warrants to purchase Seller Common Shares in the Merger is fair to the securityholders of Seller who will be entitled to receive such Merger Consideration (other than the Continuing Stockholders), (ii) recommended that the Seller Board approve and adopt this Agreement, the Merger and the other transactions contemplated hereby, and (iii) recommended approval and adoption by the stockholders of Seller of this Option Agreement and all other agreements and documents contemplated hereby (the transactions contemplated hereby. The Seller Board has, by resolutions duly adopted by unanimous vote of its members (other than the Continuing Stockholders), approved "Ancillary Documents") to which it is a party and adopted this Agreement, the Merger and to consummate the transactions contemplated hereby and has agreed to recommend that the holders of Seller Common Shares approve and adopt this Agreement, the Merger and the transactions contemplated hereby at the Stockholders Meeting (as defined in Section 7.3(e) hereof), which will be held in accordance with the provisions of Section 7.3. In connection with the foregoing, the Seller Board has taken such actions and votes as are necessary on its part to render the provisions of Section 203 of the DGCL and all other takeover statutes applicable to Delaware corporations and any other applicable takeover statutes of any other state, inapplicable to this Agreement, the Merger and the transactions contemplated by this Agreementthereby. The execution and delivery by Seller of this Agreement andAgreement, subject only to the approval of this Option Agreement and the transactions contemplated hereby Ancillary Documents to which it is a party by the holders of a majority of the outstanding Seller Common Shares, Company and the consummation by the Company of the transactions contemplated hereby and thereby have been duly and validly authorized by all requisite corporate action on the part Company's Board of the Seller Directors, and no other corporate proceedings on the part of the Seller Company are necessary to authorize this Agreement, the Option Agreement and the Ancillary Documents to which it is a party or to consummate the transactions contemplated hereby, hereby and thereby other than (i) assuming the accuracy of Parent's and Purchaser's representation and warranty set forth in Section 4.16, the approval of this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock (voting as one class with each share of Company Common Stock having one vote) (the "Company Stockholder Approval") and (ii) the filing and recordation of the Certificate of MergerMerger in accordance with the DGCL. This Agreement and the Option Agreement have been, and any Ancillary Document to which the Company is a party at the time of execution shall have been, duly and validly executed and delivered by the Company, and (assuming this Agreement and such Ancillary Documents each constitutes a valid and binding obligation of any other parties thereto) constitutes and will constitute the valid and legally binding obligations of Seller the Company, enforceable against it in accordance with its their respective terms, except (i) subject, as limited by to enforceability, to applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights generallysimilar laws, and (ii) as limited by laws now or hereafter in effect, relating to the availability creditors' rights and general principles of specific performance, injunctive relief or other equitable remediesequity.

Authorization, Validity and Effect of Agreements. Seller The Company has the ------------------------------------------------ requisite power and authority to enter into the transactions contemplated hereby, and to execute and deliver this Agreement and to perform its obligations hereunderAgreement. The Special Committee has, by resolutions duly adopted by unanimous vote of its members, (i) determined that (A) the Merger is advisable and in the best interests of Seller and its stockholders (other than the Continuing Stockholders), and (B) the Merger Consideration to be received for outstanding Seller Common Shares and outstanding options and warrants to purchase Seller Common Shares in the Merger is fair to the securityholders of Seller who will be entitled to receive such Merger Consideration (other than the Continuing Stockholders), (ii) recommended that the Seller Company Board approve and adopt has unanimously approved this Agreement, the Merger and the other transactions contemplated hereby, and (iii) recommended approval and adoption by the stockholders of Seller of this Agreement and the transactions contemplated hereby. The Seller Board has, by resolutions duly adopted by unanimous vote of its members (other than the Continuing Stockholders), approved and adopted this Agreement, the Merger and the transactions contemplated hereby Transactions and has agreed resolved to recommend that the holders of Seller Company Common Shares Stock adopt and approve and adopt this Agreement, the Merger and the transactions contemplated hereby Agreement at the Stockholders Meeting (as defined in Section 7.3(e) hereof), which will stockholders' meeting of the Company to be held in accordance with the provisions of Section 7.38.1. In connection with the foregoing, the Seller Company Board has taken such actions and votes as are necessary on its part to render the provisions of Section 203 of the DGCL and all other takeover statutes applicable to Delaware corporations and any other applicable takeover statutes of any other state, inapplicable to this Agreement, the Merger Merger, the other Transactions and the transactions contemplated by this Voting Agreement. The execution and delivery by Seller of this Agreement and, subject Subject only to the approval of this Agreement and the transactions contemplated hereby by the holders of a majority of the outstanding Seller shares of Company Common SharesStock (the "Requisite --------- Company Vote"), the execution by the Company of this Agreement and the ------------ consummation of the transactions contemplated hereby Transactions have been duly authorized by all requisite corporate action on the part of the Seller Company and no other corporate proceedings on the part of the Seller Company are necessary to authorize this Agreement or to consummate the Transactions. As of the date hereof, all of the directors and executive officers of the Company have indicated that they presently intend to vote all shares of the Company Common Stock which they own to approve this Agreement and the transactions contemplated hereby, other than Transactions at the filing stockholders' meeting of the Certificate Company to be held in accordance with the provisions of MergerSection 8.1. This Agreement Agreement, assuming due and valid authorization, execution and delivery thereof by Parent, constitutes the a valid and legally binding obligations obligation of Seller the Company, enforceable against it the Company in accordance with its terms, except (i) as limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights generally, and (ii) as limited by similar laws relating to the availability creditors' rights and general principles of specific performance, injunctive relief or other equitable remediesequity.

Authorization, Validity and Effect of Agreements. Seller (a) The Company has the all requisite corporate power and authority to enter into the transactions contemplated hereby, to execute and deliver this Agreement and to consummate the transactions contemplated hereby and perform its obligations hereunder. The Special Committee has, by resolutions duly adopted by unanimous vote of its members, (i) determined that (A) the Merger is advisable and in the best interests of Seller and its stockholders (other than the Continuing Stockholders), and (B) the Merger Consideration to be received for outstanding Seller Common Shares and outstanding options and warrants to purchase Seller Common Shares in the Merger is fair Subject only to the securityholders approval of Seller who will be entitled to receive such Merger Consideration (other than this Agreement by the Continuing Stockholders), (ii) recommended that holders of the Seller Board approve and adopt this AgreementCompany Common Stock, the Merger execution, delivery and the other transactions contemplated hereby, and (iii) recommended approval and adoption performance by the stockholders of Seller Company of this Agreement and the transactions contemplated hereby. The Seller Board has, by resolutions duly adopted by unanimous vote consummation of its members (other than the Continuing Stockholders), approved and adopted this Agreement, the Merger and the transactions contemplated hereby and has agreed to recommend that have been duly authorized by all necessary corporate action on behalf of the holders of Seller Common Shares approve and adopt this Agreement, the Merger and the transactions contemplated hereby at the Stockholders Meeting (as defined in Section 7.3(e) hereof), which will be held in accordance with the provisions of Section 7.3Company. In connection with the foregoing, the Seller Company Board has unanimously adopted and approved this Agreement and approved the transactions contemplated by this Agreement, unanimously recommended that the Company's stockholders adopt and approve this Agreement, and taken such actions and votes as are necessary on its part to render the provisions of Section 203 Chapter 110F of the DGCL MGL and all other takeover statutes applicable to Delaware corporations and any other applicable takeover statutes of any other state, inapplicable to this Agreement, the Merger Voting Agreements and the Merger. In accordance with the applicable provisions of the MGL, the stockholders of the Company are not entitled to appraisal or dissenters rights in connection with transactions contemplated by this hereby. This Agreement. The , assuming due and valid authorization, execution and delivery hereof by Seller Parent and MergerCo, constitutes a valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors' rights and general principles of equity. (b) The Company Board has amended the Common Stock Rights Agreement, dated as of November 19, 2001, between the Company and EquiServe Trust Company, N.A., as Rights Agent thereunder (the "Company Rights Agreement"), prior to the execution of this Agreement andso as to provide that (i) (A) neither Parent nor MergerCo will become an "Acquiring Person" and (B) no "Stock Acquisition Date" or "Distribution Date" (as such terms are defined in the Company Rights Agreement) will occur, subject only to in each case, as a result of the approval approval, execution and delivery of this Agreement and the transactions contemplated hereby by the holders of a majority of the outstanding Seller Common Shares, the consummation of the transactions contemplated hereby have been duly authorized by and (ii) the Company Rights Agreement will terminate immediately prior to the Effective Time. The Company Board has taken all requisite corporate other action on necessary so that the part execution of the Seller and no other corporate proceedings on the part of the Seller are necessary to authorize this Agreement and the consummation of the transactions contemplated hereby, other than the filing hereby does not and will not (x) cause any of the Certificate Rights to become exercisable or redeemable or (y) enable or require the Company to separate any Rights from the shares of Merger. This Agreement constitutes the valid and legally binding obligations of Seller enforceable against it in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights generally, and (ii) as limited by laws relating Company Common Stock to the availability of specific performance, injunctive relief or other equitable remedieswhich they are attached.

Authorization, Validity and Effect of Agreements. Seller New Plan has the requisite power and authority to enter into the transactions contemplated hereby, to execute and deliver this Agreement and, subject to the Trust Amendments and the vote of holders of New Plan Common Shares described herein, to perform its obligations hereunderconsummate the transactions contemplated hereby. The Special Committee hasBoard of Trustees of New Plan has unanimously approved the Trust Amendments, this Agreement, the Merger, and the transactions contemplated by resolutions duly adopted by unanimous vote of its members, (i) determined that (A) the Merger is this Agreement and declared such transactions advisable and in the best interests of Seller and its stockholders (other than the Continuing Stockholders), and (B) the Merger Consideration to be received for outstanding Seller holders of New Plan Common Shares and outstanding options and warrants to purchase Seller Common Shares in the Merger is fair to the securityholders of Seller who will be entitled to receive such Merger Consideration (other than the Continuing Stockholders), (ii) recommended that the Seller Board approve and adopt this Agreement, the Merger and the other transactions contemplated hereby, and (iii) recommended approval and adoption by the stockholders of Seller of this Agreement and the transactions contemplated hereby. The Seller Board has, by resolutions duly adopted by unanimous vote of its members (other than the Continuing Stockholders), approved and adopted this Agreement, the Merger and the transactions contemplated hereby and has agreed resolved to recommend that the holders of Seller New Plan Common Shares adopt and approve and adopt this Agreementthe Trust Amendments, the Merger and the transactions contemplated hereby at the Stockholders Meeting (as defined in Section 7.3(e) hereof), which will be held in accordance with the provisions of Section 7.3. In connection with the foregoing, the Seller Board has taken such actions and votes as are necessary on its part to render the provisions of Section 203 of the DGCL and all other takeover statutes applicable to Delaware corporations and any other applicable takeover statutes of any other state, inapplicable to this Agreement, the Merger and the transactions contemplated by this AgreementAgreement at the New Plan Shareholders Meeting. The execution and delivery by Seller of this Agreement and, subject Subject only to the approval of this Agreement and the transactions contemplated hereby (including the Trust Amendments) by the holders of a majority of the outstanding Seller Common SharesNew Plan Required Vote (as herein defined), the consummation by New Plan of the transactions contemplated hereby have has been duly authorized by all requisite corporate action on the part of the Seller and no other corporate proceedings on the part of the Seller are necessary to authorize this Agreement and the transactions contemplated hereby, other than the filing of the Certificate of MergerNew Plan. This Agreement has been duly executed and delivered by New Plan and constitutes the valid and legally binding obligations obligation of Seller New Plan, enforceable against it New Plan in accordance with its terms, except (i) as limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights generally, and (ii) as limited by similar laws relating to creditors' rights and general principles of equity. The affirmative vote of the availability holders of specific performance, injunctive relief not less than 66 2/3% of the issued and outstanding New Plan Common Shares is necessary to approve the Trust Amendments and the Merger (the "New Plan Required Vote"). No other vote of the holder of any capital stock of New Plan is required in connection with the Merger or other equitable remediesTrust Amendments.

Authorization, Validity and Effect of Agreements. Seller The Company's board of directors has the requisite power and authority to enter into the transactions contemplated hereby, to execute and deliver this Agreement and to perform its obligations hereunder. The Special Committee has, by resolutions duly adopted by unanimous vote of its members, (ia) determined that (A) the Merger is advisable Company's execution and in the best interests of Seller and its stockholders (other than the Continuing Stockholders), and (B) the Merger Consideration to be received for outstanding Seller Common Shares and outstanding options and warrants to purchase Seller Common Shares in the Merger is fair to the securityholders of Seller who will be entitled to receive such Merger Consideration (other than the Continuing Stockholders), (ii) recommended that the Seller Board approve and adopt this Agreement, the Merger and the other transactions contemplated hereby, and (iii) recommended approval and adoption by the stockholders of Seller delivery of this Agreement and the transactions contemplated hereby. The Seller Board hasAncillary Documents to which the Company is a party, by resolutions duly adopted by unanimous vote of its members (other than the Continuing Stockholders), approved and adopted this Agreement, the Merger and the transactions contemplated hereby and has agreed to recommend that the holders of Seller Common Shares approve and adopt this Agreement, the Merger and the transactions contemplated hereby at the Stockholders Meeting (as defined in Section 7.3(e) hereof), which will be held in accordance with the provisions of Section 7.3. In connection with the foregoing, the Seller Board has taken such actions and votes as are necessary on its part to render the provisions of Section 203 of the DGCL and all other takeover statutes applicable to Delaware corporations and any other applicable takeover statutes of any other state, inapplicable to this Agreement, the Merger and the transactions contemplated by this Agreement. The execution Agreement and delivery by Seller such Ancillary Documents, including but not limited to the Merger, are advisable and in the best interest of the Company and its shareholders and has approved this Agreement andand the Ancillary Documents to which the Company is a party in accordance with all Applicable Laws, subject only (b) resolved to recommend the approval of this Agreement and the Ancillary Documents to which the Company is a party, and the transactions contemplated by this Agreement and such Ancillary Documents, including but not limited to the Merger, by the Company's shareholders at a meeting thereof duly called and held in accordance with the Company's Articles of Incorporation and Bylaws and the requirements of the Arizona Code (the "Shareholders Meeting"), and (c) subject to Section 6.3, directed that this Agreement and the Ancillary Documents to which the Company is a party, and the transactions contemplated by this Agreement and such Ancillary Documents, including but not limited to the Merger, be submitted to the Company's shareholders for approval. The Company has the requisite corporate power and authority to execute and deliver this Agreement, and all Ancillary Documents to which it is a party, and to consummate the transactions contemplated hereby and thereby, including but not limited to the Merger. The execution and delivery of this Agreement and the Ancillary Documents to which it is a party by the holders of a majority of the outstanding Seller Common Shares, Company and the consummation by the Company of the transactions contemplated hereby and thereby have been duly and validly authorized by all requisite corporate action on the part Company's board of the Seller directors, and no other corporate proceedings on the part of the Seller Company are necessary to authorize this Agreement Agreement, to authorize the Ancillary Documents to which it is a party, or to consummate the transactions contemplated hereby and thereby, including but not limited to the Merger, other than, with respect to the Merger, the approval of this Agreement, all Ancillary Documents to which the Company is a party, and the transactions contemplated herebyhereby and thereby, other than including but not limited to the Merger, by the affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock (voting as one class with each share of Company Common Stock having one vote) (the "Company Shareholder Approval") based upon the foregoing recommendation of the Company's Board of Directors and the filing and recordation of the Certificate Articles of MergerMerger in accordance with the Arizona Code. This Agreement and any Ancillary Documents to which the Company is a party at the time of execution has been or will be duly and validly executed and delivered by the Company, and (assuming this Agreement and such Ancillary Documents each constitutes a valid and binding obligation of any other parties thereto) constitutes and will constitute the valid and legally binding obligations of Seller the Company, enforceable against it the Company in accordance with its their respective terms, except subject to (ia) as limited by applicable bankruptcy, reorganization, insolvency, reorganizationmoratorium, moratorium or other and similar laws of general application affecting the enforcement of creditors’ ' rights generally, ; and (iib) as limited by laws relating to the availability effect of general principles of equity (including specific performance, injunctive relief ) regardless of whether considered in a proceeding in equity or other equitable remediesat law.

Authorization, Validity and Effect of Agreements. Seller Each of PAHOC and ------------------------------------------------ Acquisition Sub has the requisite power and authority to enter into the transactions contemplated hereby, hereby and to execute and deliver this Agreement, the WHG/Patriot Subscription Agreement and the Ancillary Agreements to perform its obligations hereunderwhich it is a party. The Special Committee has, by resolutions duly adopted by unanimous vote Boards of its members, (i) determined that (A) the Merger is advisable Directors of PAHOC and in the best interests of Seller and its stockholders (other than the Continuing Stockholders), and (B) the Merger Consideration to be received for outstanding Seller Common Shares and outstanding options and warrants to purchase Seller Common Shares in the Merger is fair to the securityholders of Seller who will be entitled to receive such Merger Consideration (other than the Continuing Stockholders), (ii) recommended that the Seller Board approve and adopt Acquisition Sub have unanimously approved this Agreement, the Merger Merger, the WHG/Patriot Subscription Agreement and the Ancillary Agreements to which it is a party, and the other transactions contemplated hereby, and (iii) recommended approval and adoption by the stockholders of Seller of this Agreement and the transactions contemplated hereby. The Seller Board has, by resolutions duly adopted by unanimous vote of its members (other than the Continuing Stockholders), approved and adopted this Agreement, the Merger WHG/Patriot Subscription Agreement and the transactions contemplated hereby Ancillary Agreements. The execution by PAHOC and has agreed to recommend that the holders Acquisition Sub of Seller Common Shares approve and adopt this Agreement, the Merger WHG/Patriot Subscription Agreement and the transactions contemplated hereby at Ancillary Agreements to which it is a party and the Stockholders Meeting (as defined in Section 7.3(e) hereof), which will be held in accordance with the provisions consummation of Section 7.3. In connection with the foregoing, the Seller Board has taken such actions and votes as are necessary on its part to render the provisions of Section 203 of the DGCL and all other takeover statutes applicable to Delaware corporations and any other applicable takeover statutes of any other state, inapplicable to this Agreement, the Merger and the transactions contemplated by this Agreement. The execution and delivery by Seller of this Agreement and, subject only to the approval of this WHG/Patriot Subscription Agreement and the transactions contemplated hereby by the holders of a majority of the outstanding Seller Common Shares, the consummation of the transactions contemplated hereby Ancillary Agreements have been duly authorized by all requisite corporate action on the part of PAHOC and Acquisition Sub, respectively. This Agreement constitutes, and the Seller and no other corporate proceedings on the part of the Seller are necessary to authorize this WHG/Patriot Subscription Agreement and the transactions contemplated herebyAncillary Agreements to which it has or will become a party (when executed and delivered pursuant hereto) will constitute, other than the filing of the Certificate of Merger. This Agreement constitutes the valid and legally binding obligations of Seller PAHOC and Acquisition Sub, respectively, enforceable against it PAHOC and Acquisition Sub, respectively, in accordance with its their respective terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights generally, and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

Authorization, Validity and Effect of Agreements. Seller (a) The Company has the requisite corporate power and authority to enter into the transactions contemplated hereby, to execute and deliver this Agreement and all agreements and documents executed in connection herewith (the “Ancillary Documents”) to perform its obligations hereunder. The Special Committee has, by resolutions duly adopted by unanimous vote of its members, (i) determined that (A) the Merger which it is advisable a party and in the best interests of Seller and its stockholders (other than the Continuing Stockholders), and (B) the Merger Consideration to be received for outstanding Seller Common Shares and outstanding options and warrants to purchase Seller Common Shares in the Merger is fair subject to the securityholders of Seller who will be entitled to receive such Merger Consideration (other than the Continuing Stockholders), (ii) recommended that the Seller Board approve and adopt this Agreement, the Merger and the other transactions contemplated hereby, and (iii) recommended approval and adoption by the stockholders of Seller of this Agreement and the transactions contemplated hereby. The Seller Board has, by resolutions duly adopted by unanimous vote of its members (other than the Continuing Stockholders), approved and adopted this Agreement, the Merger and the transactions contemplated hereby and has agreed to recommend that the holders of Seller Common Shares approve and adopt this Agreement, the Merger and the transactions contemplated hereby at the Stockholders Meeting (as defined in Section 7.3(e) hereof), which will be held in accordance with the provisions of Section 7.3. In connection with the foregoing, the Seller Board has taken such actions and votes as are necessary on its part to render the provisions of Section 203 of the DGCL and all other takeover statutes applicable to Delaware corporations and any other applicable takeover statutes of any other state, inapplicable to this Agreement, the Merger and the transactions contemplated by this Agreement. The execution and delivery by Seller of this Agreement and, subject only to the approval of this Agreement and the transactions contemplated hereby by the holders of a majority of the outstanding Seller shares of the Company Common SharesStock (the “Stockholder Approval”), to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Ancillary Documents to which it is a party by the Company and the consummation by the Company of the transactions contemplated hereby and thereby have been duly and validly authorized by all requisite corporate action on the part of the Seller Board, and no other corporate proceedings on the part of the Seller Company or approvals from any holders of equity securities of the Company or any of its Subsidiaries are necessary to authorize this Agreement and the Ancillary Documents to which it is a party or to consummate the transactions contemplated hereby, hereby and thereby (other than the filing of the Certificate of MergerStockholder Approval). This Agreement has been, and any Ancillary Document to which it is a party at the time of execution will have been, duly and validly executed and delivered by the Company, and (assuming this Agreement and such Ancillary Documents each constitute a valid and binding obligation of Purchaser and Merger Sub to the extent party thereto) constitutes or, in the case of any such documents entered into after the date of this Agreement will constitute, the valid and legally binding obligations of Seller the Company, enforceable against it in accordance with its their respective terms, except (i) as enforcement may be limited by applicable bankruptcy, insolvency, moratorium, reorganization, moratorium arrangement or other laws of general application similar Laws affecting enforcement of creditors’ rights generallygenerally and by general principles of equity. (b) On or prior to the date hereof, the Board has duly adopted resolutions (i) evidencing its determination that as of the date hereof this Agreement and the transactions contemplated hereby are fair to and in the best interests of the Company and its stockholders, (ii) approving this Agreement, the Ancillary Documents to which the Company is a party and the transactions contemplated hereby and thereby, (iii) declaring this Agreement and the Merger advisable and (iv) recommending that the stockholders of the Company adopt this Agreement and approve the Merger and the other transactions contemplated hereby (the “Company Recommendation”), and, as limited by laws relating of the date hereof, such resolutions have not been rescinded, modified or withdrawn in any way. No “fair price,” “moratorium,” “control share acquisition” or other similar anti-takeover statute or regulation (including Section 203 of the DGCL) or any anti-takeover provision in the Company’s certificate of incorporation or bylaws is, or at the Effective Time will be, applicable to the availability Company, the Company Common Stock, the Merger or the other transactions contemplated by this Agreement and the Voting and Support Agreement. To the knowledge of specific performancethe Company, injunctive relief no other anti-takeover laws or other equitable remediesregulations apply or purport to apply to this Agreement, the Ancillary Documents to which it is a party or any of the transactions contemplated hereby or thereby. No provision of the certificate of incorporation or the bylaws of the Company or similar governing instruments of any of its Subsidiaries would, directly or indirectly, restrict or impair the ability of Purchaser to vote, or otherwise to exercise the rights of a stockholder with respect to, any shares of the Company and any of its Subsidiaries that may be acquired or controlled by Purchaser.

Authorization, Validity and Effect of Agreements. Seller Buyer has the requisite corporate power and authority to enter into the transactions contemplated hereby, hereby and to execute and deliver this Agreement and to perform its obligations hereunderAgreement. The Special Committee Board of Trustees of Buyer has, by resolutions duly adopted by unanimous vote of its membersvote, (i) determined that (A) the Merger is advisable and in the best interests of Seller and its stockholders (other than the Continuing Stockholders), and (B) the Merger Consideration to be received for outstanding Seller Common Shares and outstanding options and warrants to purchase Seller Common Shares in the Merger is fair to the securityholders of Seller who will be entitled to receive such Merger Consideration (other than the Continuing Stockholders), (ii) recommended that the Seller Board approve and adopt approved this Agreement, the Merger and the other transactions contemplated hereby, and (iii) recommended approval and adoption by the stockholders of Seller of this Agreement and the transactions contemplated hereby. The Seller Board has, by resolutions duly adopted by unanimous vote of its members (other than the Continuing Stockholders), approved and adopted this Agreement, the Merger and the transactions contemplated hereby and has agreed to recommend that the holders of Seller Common Shares Buyer Stock adopt and approve and adopt this Agreement, the Merger Merger, and the transactions contemplated hereby by this Agreement at the Stockholders Meeting (as defined in Section 7.3(e) hereof), Buyer stockholders' meeting which will be held in accordance with the provisions of Section 7.37.3 hereof. In connection with the foregoing, the Seller Board of Trustees of Buyer has taken such actions and votes as are necessary on its part to render the provisions of Section 203 of the DGCL Control Share Acquisition Statute, the Business Combination Statute and all other applicable takeover statutes applicable to Delaware corporations of the MGCL and any other applicable takeover statutes of any other state, inapplicable to this Agreement, the Merger Merger, and the transactions contemplated by this Agreement. The execution As of the date hereof, all of the trustees and delivery executive officers of Buyer have indicated that they presently intend to vote all shares of Buyer Stock which they own to approve this Agreement, the Merger, and the transactions contemplated by Seller of this Agreement and, subject at the Buyer stockholders meeting which will be held in accordance with the provisions of Section 7.3. Subject only to the approval of this Agreement and the transactions contemplated hereby by the holders of a majority of the outstanding Seller Common Sharesshares of Buyer Stock, the execution by Buyer of this Agreement, and the consummation of the transactions contemplated hereby by this Agreement have been duly authorized by all requisite corporate action on the part of the Seller and no other corporate proceedings on the part of the Seller are necessary to authorize this Agreement and the transactions contemplated hereby, other than the filing of the Certificate of MergerBuyer. This Agreement constitutes the valid and legally binding obligations of Seller Buyer, enforceable against it Buyer in accordance with its terms, except (i) as limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights generally, and (ii) as limited by similar laws relating to the availability creditors' rights and general principles of specific performance, injunctive relief or other equitable remediesequity.

Authorization, Validity and Effect of Agreements. Seller has Brad▇▇▇ ▇▇▇ the requisite corporate power and authority to enter into the transactions contemplated hereby, hereby and to execute and deliver this Agreement and the Ancillary Agreements to perform its obligations hereunderwhich it is a party. The Special Committee hasBoard of Directors of Brad▇▇▇ ▇▇▇, by resolutions duly adopted by unanimous vote of its members, (i) determined that (A) the Merger is advisable and in the best interests of Seller and its stockholders (other than the Continuing Stockholders), and (B) the Merger Consideration to be received for outstanding Seller Common Shares and outstanding options and warrants to purchase Seller Common Shares in the Merger is fair to the securityholders of Seller who will be entitled to receive such Merger Consideration (other than the Continuing Stockholders), (ii) recommended that the Seller Board approve and adopt approved this Agreement, the Merger and the other transactions contemplated hereby, and (iii) recommended approval and adoption by the stockholders of Seller of this Agreement and has agreed to recommend that the transactions contemplated hereby. The Seller Board has, by resolutions duly adopted by unanimous vote holders of its members (other than the Continuing Stockholders), approved Brad▇▇▇ ▇▇▇mon Stock adopt and adopted approve this Agreement, the Merger and the transactions contemplated hereby and has agreed to recommend that the holders of Seller Common Shares approve and adopt by this Agreement, the Merger and the transactions contemplated hereby Agreement at the Stockholders Meeting (as defined in Section 7.3(e) hereof), Brad▇▇▇ ▇▇▇ckholders' meeting which will be held in accordance with the provisions of Section 7.3. In connection with the foregoing, the Seller Board has of Directors of Brad▇▇▇ ▇▇▇ taken such actions and votes as are necessary on its part to render the provisions of Section 203 of the DGCL Control Share Acquisition Statute, the Business Combination Statute and all other applicable takeover statutes applicable to Delaware corporations of the MGCL and any other applicable takeover statutes of any other state, inapplicable to this Agreement, the Merger Merger, and the transactions contemplated by this Agreement. The execution As of the date hereof, all of the directors and delivery executive officers of Brad▇▇▇ ▇▇▇e indicated that they presently intend to vote all shares of Brad▇▇▇ ▇▇▇mon Stock which they own to approve this Agreement, the Merger, and the transactions contemplated by Seller of this Agreement and, subject at the Brad▇▇▇ ▇▇▇ckholders meeting which will be held in accordance with the provisions of Section 7.3. Subject only to the approval of this Agreement and the transactions contemplated hereby by the holders of a majority of the outstanding Seller Common Sharesshares of Brad▇▇▇ ▇▇▇mon Stock, the execution by Brad▇▇▇ ▇▇ this Agreement, the Ancillary Agreements and the consummation of the transactions contemplated hereby have by this Agreement and the Ancillary Agreements has been duly authorized by all requisite corporate action on the part of the Seller and no other corporate proceedings on the part of the Seller are necessary to authorize this Brad▇▇▇. ▇his Agreement constitutes, and the transactions contemplated herebyAncillary Agreements to which it will become a party (when executed and delivered pursuant hereto) will constitute, other than the filing of the Certificate of Merger. This Agreement constitutes the valid and legally binding obligations of Seller enforceable Brad▇▇▇, ▇▇forceable against it in Brad▇▇▇ ▇▇ accordance with its their respective terms, except (i) as limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights generally, and (ii) as limited by similar laws relating to the availability creditors' rights and general principles of specific performance, injunctive relief or other equitable remediesequity.

Authorization, Validity and Effect of Agreements. Seller Each of MDI and the MDI Subsidiaries has the requisite power and authority to enter into the transactions contemplated hereby, hereby and to execute and deliver this Agreement and to perform its obligations hereunderAgreement. The Special Committee Board of Directors of MDI has, by resolutions duly adopted by unanimous vote of its members, (i) determined that (A) the Merger is advisable and in the best interests of Seller and its stockholders (other than the Continuing Stockholders), and (B) the Merger Consideration to be received for outstanding Seller Common Shares and outstanding options and warrants to purchase Seller Common Shares in the Merger is fair to the securityholders of Seller who will be entitled to receive such Merger Consideration (other than the Continuing Stockholders), (ii) recommended that the Seller Board approve and adopt this Agreement, the Merger and the other transactions contemplated hereby, and (iii) recommended approval and adoption by the stockholders of Seller of this Agreement and the transactions contemplated hereby. The Seller Board has, by resolutions duly adopted by unanimous vote of its members (other than the Continuing Stockholders)vote, approved and adopted this Agreement, the Merger and the transactions contemplated hereby by this Agreement and has agreed to recommend that the holders of Seller MDI Common Shares Stock adopt and approve and adopt this Agreement, the Merger and the transactions contemplated hereby by this Agreement at the Stockholders Meeting (as defined in Section 7.3(e) hereof), MDI stockholders' meeting which will be held in accordance with the provisions of Section 7.3. In connection with the foregoing, the Seller Board of Directors of MDI has taken such actions and votes as are necessary on its part to render the provisions of Section 203 of the DGCL Control Share Acquisition Statute (Title 3, Subtitle 7), the Business Combination Statute (Title 3, Subtitle 6) and all other applicable takeover statutes applicable to Delaware corporations of the MGCL and any other applicable takeover statutes of any other state, inapplicable to this Agreement, the Merger and the transactions contemplated by this Agreement. The execution As of the date hereof, all of the directors and delivery executive officers of MDI have indicated that they presently intend to vote all shares of MDI Common Stock which they own to approve this Agreement, the Merger, and the transactions contemplated by Seller of this Agreement and, subject at the MDI stockholders' meeting which will be held in accordance with the provisions of Section 7.3. Subject only to the approval of this Agreement and the transactions contemplated hereby by the holders of a majority two-thirds of the outstanding Seller shares of MDI Common SharesStock, the execution by MDI and the MDI Subsidiaries of this Agreement, the ancillary agreements to which they are parties and the consummation of the transactions contemplated hereby have by this Agreement and the ancillary agreements has been duly authorized by all requisite corporate or partnership action on the part of such entities, including, without limitation, the Seller and no other corporate proceedings on the part consent of the Seller are necessary to authorize this Agreement and the transactions contemplated hereby, other than the filing Class B Partner of the Certificate of MergerMAB (as defined in Section 5.3(b) below). This Agreement constitutes constitutes, and the ancillary agreements to which they are parties (when executed and delivered pursuant hereto) will constitute, the valid and legally binding obligations of Seller MDI and the MDI Subsidiaries, enforceable against it MDI and each of the MDI Subsidiaries in accordance with its their respective terms, except (i) as limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights generally, and (ii) as limited by similar laws relating to the availability creditors' rights and general principles of specific performance, injunctive relief or other equitable remediesequity.

Authorization, Validity and Effect of Agreements. Seller Each of Parent ------------------------------------------------ and MergerCo has the requisite power and authority to enter into the transactions contemplated hereby, Transactions and to execute and deliver this Agreement and to perform its obligations hereunderAgreement. The Special Committee has, by resolutions duly adopted by unanimous vote of its members, (i) determined that (A) the Merger is advisable and in the best interests of Seller and its stockholders (other than the Continuing Stockholders), and (B) the Merger Consideration to be received for outstanding Seller Common Shares and outstanding options and warrants to purchase Seller Common Shares in the Merger is fair to the securityholders of Seller who will be entitled to receive such Merger Consideration (other than the Continuing Stockholders), (ii) recommended that the Seller Parent Board approve and adopt has unanimously approved this Agreement, the Merger and the other transactions contemplated hereby, and (iii) recommended approval and adoption by the stockholders of Seller of this Agreement and the transactions contemplated hereby. The Seller Board has, by resolutions duly adopted by unanimous vote of its members (other than the Continuing Stockholders), approved and adopted this Agreement, the Merger and the transactions contemplated hereby Transactions and has agreed resolved to recommend that the holders of Seller Parent Common Shares Stock adopt and approve and adopt this Agreement, the Merger and the transactions contemplated hereby Agreement at the Stockholders Meeting (as defined in Section 7.3(e) hereof), which will stockholders' meeting of Parent to be held in accordance with the provisions of Section 7.38. 1. In connection with The Board of Directors of MergerCo (the foregoing, the Seller Board has taken such actions and votes as are necessary on its part to render the provisions of Section 203 of the DGCL and all other takeover statutes applicable to Delaware corporations and any other applicable takeover statutes of any other state, inapplicable to this Agreement, the Merger "MergerCo Board") and the transactions contemplated by this Agreement. The execution and delivery by Seller stockholders of MergerCo have approved -------------- this Agreement and, subject and the Transactions. Subject only to the approval of this Agreement and the transactions contemplated hereby by the holders of a majority of the outstanding Seller shares of Parent Common SharesStock (the "Requisite Parent Vote"), the execution by Parent of this --------------------- Agreement and the consummation of the transactions contemplated hereby Transactions have been duly authorized by all requisite corporate action on the part of the Seller Parent and MergerCo and no other corporate proceedings on the part of the Seller Parent or MergerCo are necessary to authorize this Agreement or to consummate the Transactions. As of the date hereof, all of the directors and executive officers of Parent have indicated that they presently intend to vote all shares of Parent Common Stock which they own to approve this Agreement and the transactions contemplated hereby, other than Transactions at the filing stockholders' meeting of Parent to be held in accordance with the Certificate provisions of MergerSection 8.1. This Agreement Agreement, assuming due and valid authorization, execution and delivery thereof by the Company, constitutes the a valid and legally binding obligations obligation of Seller Parent and MergerCo, enforceable against it Parent and MergerCo in accordance with its terms, except (i) as limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights generally, and (ii) as limited by similar laws relating to the availability creditors' rights and general principles of specific performance, injunctive relief or other equitable remediesequity.

Authorization, Validity and Effect of Agreements. Seller Each of Wyndham and ------------------------------------------------ the Wyndham Subsidiaries has the requisite power and authority to enter into the transactions contemplated hereby, hereby and to execute and deliver this Agreement and the Ancillary Agreements to perform its obligations hereunderwhich it is a party. The Special Committee has, by resolutions duly adopted by unanimous vote Board of its members, (i) determined that (A) the Merger is advisable and in the best interests Directors of Seller and its stockholders (other than the Continuing Stockholders), and (B) the Merger Consideration to be received for outstanding Seller Common Shares and outstanding options and warrants to purchase Seller Common Shares in the Merger is fair to the securityholders of Seller who will be entitled to receive such Merger Consideration (other than the Continuing Stockholders), (ii) recommended that the Seller Board approve and adopt Wyndham has approved this Agreement, the Merger Merger, and the Ancillary Agreements to which it is a party and the other transactions contemplated hereby, and (iii) recommended approval and adoption by the stockholders of Seller of this Agreement and the transactions contemplated hereby. The Seller Board has, by resolutions duly adopted by unanimous vote of its members (other than the Continuing Stockholders), approved and adopted this Agreement, the Merger and the transactions contemplated hereby and has agreed resolved to recommend that the holders of Seller Wyndham Common Shares Stock adopt and approve and adopt this Agreement, as ratified by New Patriot pursuant to the Merger and the transactions contemplated hereby Patriot Ratification Agreement, at the Stockholders Meeting (as defined in Section 7.3(e) hereof), Wyndham stockholders' meeting which will be held in accordance with the provisions of Section 7.38.3 hereof. In connection with the foregoing, the Seller Board of Directors of Wyndham has taken such actions and votes as are necessary on its part to render the provisions of Section 203 of the DGCL and all other takeover statutes applicable to Delaware corporations and any other applicable takeover statutes of any other state, inapplicable to this Agreement, the Merger Merger, the Stock Purchase Agreement, the Stock Purchase and the transactions contemplated by this Agreement and the other Ancillary Agreements. As of the date hereof, all of the directors and executive officers of Wyndham have indicated that they presently intend to vote all shares of Wyndham Common Stock which they own to approve this Agreement, as ratified by New Patriot pursuant to the Patriot Ratification Agreement, at the Wyndham stockholders' meeting which will be held in accordance with the provisions of Section 8.3. The execution and delivery by Seller of this Agreement and, subject Subject only to the approval of this Agreement and Agreement, as ratified by New Patriot pursuant to the transactions contemplated hereby Patriot Ratification Agreement, by the holders of a majority two-thirds of the outstanding Seller shares of Wyndham Common SharesStock, the execution by Wyndham of this Agreement, the Ancillary Agreements to which it is a party and consummation of the transactions contemplated hereby by this Agreement and the Ancillary Agreements have been duly authorized by all requisite corporate action on the part of the Seller and no other corporate proceedings on the part of the Seller are necessary to authorize this Agreement and the transactions contemplated hereby, other than the filing of the Certificate of MergerWyndham. This Agreement constitutes constitutes, and the Ancillary Agreements to which it is a party (when executed and delivered pursuant hereto) will constitute, the valid and legally binding obligations of Seller Wyndham, enforceable against it Wyndham in accordance with its their respective terms, except (i) as limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights generally, and (ii) as limited by similar laws relating to the availability creditors' rights and general principles of specific performance, injunctive relief or other equitable remediesequity.

Authorization, Validity and Effect of Agreements. Seller has 3.2.1 The execution and delivery of this Agreement and all agreements and documents contemplated hereby by Seller, and the requisite power and authority to enter into consummation by it of the transactions contemplated hereby, to execute and deliver this Agreement and to perform its obligations hereunder. The Special Committee has, by resolutions duly adopted by unanimous vote of its members, (i) determined that (A) the Merger is advisable and in the best interests of Seller and its stockholders (other than the Continuing Stockholders), and (B) the Merger Consideration to be received for outstanding Seller Common Shares and outstanding options and warrants to purchase Seller Common Shares in the Merger is fair to the securityholders of Seller who will be entitled to receive such Merger Consideration (other than the Continuing Stockholders), (ii) recommended that the Seller Board approve and adopt this Agreement, the Merger and the other transactions contemplated hereby, and (iii) recommended approval and adoption by the stockholders of Seller of this Agreement and the transactions contemplated hereby. The Seller Board has, by resolutions duly adopted by unanimous vote of its members (other than the Continuing Stockholders), approved and adopted this Agreement, the Merger and the transactions contemplated hereby and has agreed to recommend that the holders of Seller Common Shares approve and adopt this Agreement, the Merger and the transactions contemplated hereby at the Stockholders Meeting (as defined in Section 7.3(e) hereof), which will be held in accordance with the provisions of Section 7.3. In connection with the foregoing, the Seller Board has taken such actions and votes as are necessary on its part to render the provisions of Section 203 of the DGCL and all other takeover statutes applicable to Delaware corporations and any other applicable takeover statutes of any other state, inapplicable to this Agreement, the Merger and the transactions contemplated by this Agreement. The execution and delivery by Seller of this Agreement and, subject only to the approval of this Agreement and the transactions contemplated hereby by the holders of a majority of the outstanding Seller Common Shares, the consummation of the transactions contemplated hereby have been duly authorized by all requisite corporate action on the part Board of the Directors of Seller and a majority of Seller’s shareholders, and no other corporate proceedings on the part of the Seller are necessary to authorize this Agreement and the transactions contemplated hereby, other than the filing of the Certificate of Merger. . 3.2.2 This Agreement constitutes constitutes, and all agreements and documents contemplated hereby when executed and delivered pursuant hereto for value received will constitute, the valid and legally binding obligations of Seller and the Shareholders (but only with respect to such agreements and documents actually executed by such party) enforceable against it in accordance with its their terms, except (i) as that enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium fraudulent transfer, moratorium, bulk sales, preference, equitable subordination, marshalling or other similar laws of general application affecting now or hereafter in effect relating to the enforcement of creditors’ rights generally, generally and (ii) as limited by laws relating to except that the availability remedies of specific performance, injunctive injunction and other forms of equitable relief are subject to certain tests of equity jurisdiction, equitable defenses and the discretion of the court before which any proceeding therefor may be brought. 3.2.3 The execution and delivery of this Agreement by each of Seller and the Shareholders does not, and the consummation of the transactions contemplated hereby by each of Seller and the Shareholders will not except as set forth on Schedule 3.2 hereof, (i) require the consent, approval or authorization of, or declaration, filing or registration with, any governmental or regulatory authority or any third party other than compliance with any applicable requirements of the HSR Act; (ii) result in the breach of any term or provision of, or constitute a default under, or result in the acceleration of or entitle any party to accelerate (whether after the giving of notice or the lapse of time or both) any obligation under any Seller Indebtedness, or result in the creation or imposition of any Encumbrance (as such term is hereinafter defined) upon any part of the property of Seller or the Shareholders pursuant to any provision of, any Seller Indebtedness, order, judgment, arbitration award, injunction, decree, indenture, mortgage, lease, license, lien, or other equitable remediesagreement or instrument to which Seller or the Shareholders is a party or by which any of them is bound; or (iii) violate or conflict with any provision of the bylaws or certificate of incorporation of Seller as amended to the date hereof. As used herein, the term “Encumbrance” means any security interest, pledge, mortgage, lien (including without limitation, environmental and tax liens), charge, adverse claim, preferential arrangement, or restriction of any kind, including, without limitation, any restriction on the use, transfer, or other exercise of any attributes of ownership.

Authorization, Validity and Effect of Agreements. Seller Each of Parent and Merger Sub has the requisite corporate power and authority to enter into the transactions contemplated hereby, to execute and deliver this Agreement and to perform its obligations hereunder. The Special Committee has, by resolutions duly adopted by unanimous vote of its members, (i) determined that (A) the Merger is advisable and in the best interests of Seller and its stockholders (other than the Continuing Stockholders), and (B) the Merger Consideration to be received for outstanding Seller Common Shares and outstanding options and warrants to purchase Seller Common Shares in the Merger is fair to the securityholders of Seller who will be entitled to receive such Merger Consideration (other than the Continuing Stockholders), (ii) recommended that the Seller Board approve and adopt this Agreement, the Merger Stock Option Agreements, the Stockholder Agreement to which it is a party and the all other transactions agreements and documents contemplated hereby, hereby and (iii) recommended approval and adoption by the stockholders of Seller of this Agreement and the transactions contemplated herebythereby. The Seller Board has, consummation by resolutions duly adopted by unanimous vote each of its members (other than the Continuing Stockholders), approved Parent and adopted this Agreement, the Merger and Sub of the transactions contemplated hereby and has agreed to recommend that the holders of Seller Common Shares approve and adopt this Agreement, the Merger and the transactions contemplated hereby at the Stockholders Meeting (as defined in Section 7.3(e) hereof), which will be held in accordance with the provisions of Section 7.3. In connection with the foregoing, the Seller Board has taken such actions and votes as are necessary on its part to render the provisions of Section 203 of the DGCL and all other takeover statutes applicable to Delaware corporations and any other applicable takeover statutes of any other state, inapplicable to this Agreement, the Merger and the transactions contemplated by this Agreement. The execution and delivery by Seller of this Agreement and, subject only to the approval of this Agreement and the transactions contemplated hereby by the holders of a majority of the outstanding Seller Common Shares, the consummation of the transactions contemplated hereby have Stock Option Agreements has been duly authorized by all requisite corporate action on the part behalf of the Seller and no other corporate proceedings on the part of the Seller are necessary to authorize this Agreement and the transactions contemplated herebyCompany, other than the filing of the Certificate of Mergerapprovals referred to in Section 6.22. This Agreement, the Stockholder Agreement constitutes to which it is a party and the Stock Option Agreements constitute the valid and legally binding obligations of Seller each of Parent and Merger Sub to the extent it is a party, enforceable against it in accordance with its their respective terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights generally, and (ii) as limited by laws relating subject to the availability Enforceability Exceptions. Parent has taken all action necessary to render the restrictions set forth in Part Thirteen of specific performancethe Texas Business Corporation Act inapplicable to the Merger, injunctive relief this Agreement, the Stock Option Agreements, the Stockholder Agreements and the transactions contemplated hereby and thereby. No other U.S. or State takeover or business combination statute to which Parent or any of its Subsidiaries is subject applies or purports to apply to the Merger, this Agreement, the Stock Option Agreements, the Stockholder Agreements or the transactions contemplated hereby or thereby. There is no foreign takeover or business combination statute that applies or purports to apply to Parent or any of its Subsidiaries which would require any filing or the taking of any other equitable remediesaction by Parent or its Subsidiaries as a result of the execution or delivery of this Agreement, the Stock Option Agreements, the Stockholder Agreements or the transactions contemplated hereby or thereby and which would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect if such filing was not made or such action was not taken.

Authorization, Validity and Effect of Agreements. Seller Cineplex Odeon has the requisite corporate power and authority to enter into the transactions contemplated hereby, to execute and deliver this Agreement and to perform its obligations hereunder. The Special Committee has, by resolutions duly adopted by unanimous vote of its members, (i) determined that (A) the Merger is advisable and in the best interests of Seller and its stockholders (other than the Continuing Stockholders), and (B) the Merger Consideration to be received for outstanding Seller Common Shares and outstanding options and warrants to purchase Seller Common Shares in the Merger is fair to the securityholders of Seller who will be entitled to receive such Merger Consideration (other than the Continuing Stockholders), (ii) recommended that the Seller Board approve and adopt this Agreement, the Merger and the other transactions contemplated hereby, and (iii) recommended approval and adoption by the stockholders of Seller of this Agreement and the transactions contemplated hereby. The Seller Board has, by resolutions duly adopted by unanimous vote of its members (other than the Continuing Stockholders), approved and adopted this Agreement, the Merger and the transactions contemplated hereby and has agreed to recommend that the holders of Seller Common Shares approve and adopt this Agreement, the Merger and the transactions contemplated hereby at the Stockholders Meeting (as defined in Section 7.3(e) hereof), which will be held in accordance with the provisions of Section 7.3. In connection with the foregoing, the Seller Board has taken such actions and votes as are necessary on its part to render the provisions of Section 203 each of the DGCL Documents to which it is a party and all other takeover statutes applicable agreements and documents contemplated thereby to Delaware corporations and any other applicable takeover statutes of any other state, inapplicable to this Agreement, the Merger and the transactions contemplated by this Agreementwhich it is a party. The execution and delivery by Seller of this Agreement and, subject Subject only to Cineplex Odeon Shareholder Approval and Court Approval for the approval of this Agreement and the transactions contemplated hereby by the holders of a majority of the outstanding Seller Common SharesArrangement, the consummation of the transactions contemplated hereby have Arrangement and the consummation by Cineplex Odeon of the other Transactions to which it is a party has been duly authorized by all requisite corporate action on the part of Cineplex Odeon, including, without limitation, all requisite approvals of the Seller Board of Directors of Cineplex Odeon, and no has been recommended to the Board of Directors of Cineplex Odeon by the special committee of independent directors (the "Special Committee"). Cineplex Odeon has previously delivered to LTM copies of resolutions adopted by unanimous vote of the Special Committee recommending, and of all members of the Board of Directors of Cineplex (other corporate proceedings than any member of the Board of Directors of Cineplex Odeon who reasonably and in good faith, after considering applicable provisions of law on the part basis of advice of counsel, pursuant to section 132 of the Seller are necessary to authorize this Agreement OBCA discloses his or her interest and does not vote on the resolution authorizing the execution and delivery of the Documents and the transactions contemplated hereby, other than the filing consummation of the Certificate Transactions) authorizing, Cineplex Odeon to execute and deliver the Documents to which it is a party and to consummate the Transactions to which it is a party, and, since the adoption thereof, such resolutions have not been amended, modified or withdrawn in any manner through the date of Mergerthis Agreement. This Agreement constitutes The Documents to which it is a party constitute, and all agreements and documents contemplated thereby to which it is a party (when executed and delivered pursuant hereto for value received) will constitute, the valid and legally binding obligations of Seller Cineplex Odeon, enforceable against it Cineplex Odeon in accordance with its their respective terms, except (i) as limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights generally, and (ii) as limited by similar laws relating to the availability creditors' rights and general principles of specific performance, injunctive relief or other equitable remediesequity.

Authorization, Validity and Effect of Agreements. Seller The respective Boards of Directors of Parent and Purchaser have, on or prior to the date of this Agreement, approved this Agreement in accordance with applicable Law. Each of Parent and Purchaser has the requisite corporate power and authority to enter into the transactions contemplated hereby, to execute and deliver this Agreement and to perform its obligations hereunder. The Special Committee has, by resolutions duly adopted by unanimous vote of its members, (i) determined that (A) the Merger is advisable and in the best interests of Seller and its stockholders (other than the Continuing Stockholders), and (B) the Merger Consideration to be received for outstanding Seller Common Shares and outstanding options and warrants to purchase Seller Common Shares in the Merger is fair to the securityholders of Seller who will be entitled to receive such Merger Consideration (other than the Continuing Stockholders), (ii) recommended that the Seller Board approve and adopt this Agreement, the Merger and Option Agreement, the other transactions contemplated hereby, and (iii) recommended approval and adoption by the stockholders of Seller of this Transaction Support Agreement and the transactions contemplated hereby. The Seller Board has, by resolutions duly adopted by unanimous vote of its members (other than the Continuing Stockholders), approved Ancillary Documents to which it is a party and adopted this Agreement, the Merger and to consummate the transactions contemplated hereby and has agreed to recommend that the holders of Seller Common Shares approve and adopt this Agreement, the Merger and the transactions contemplated hereby at the Stockholders Meeting (as defined in Section 7.3(e) hereof), which will be held in accordance with the provisions of Section 7.3. In connection with the foregoing, the Seller Board has taken such actions and votes as are necessary on its part to render the provisions of Section 203 of the DGCL and all other takeover statutes applicable to Delaware corporations and any other applicable takeover statutes of any other state, inapplicable to this Agreement, the Merger and the transactions contemplated by this Agreementthereby. The execution and delivery by Seller of this Agreement andAgreement, subject only to the approval of this Option Agreement, the Transaction Support Agreement and the transactions contemplated hereby by the holders of Ancillary Documents to which it is a majority of the outstanding Seller Common Shares, party and the consummation by Parent and Purchaser of the transactions contemplated hereby and thereby have been duly and validly authorized by all requisite corporate action on the part respective Boards of Directors of Parent and Purchaser and by Parent as the Seller sole stockholder of Purchaser and no other corporate proceedings on the part of the Seller Parent or Purchaser are necessary to authorize this Agreement, the Option Agreement, the Transaction Support Agreement and the Ancillary Documents to which it is a party or to consummate the transactions contemplated hereby, hereby and thereby (other than the filing and recordation of the Certificate of MergerMerger in accordance with the DGCL). This Agreement, the Option Agreement and the Transaction Support Agreement each have been, and any Ancillary Document to which it is a party at the time of execution shall have been, duly and validly executed and delivered by Parent and/or Purchaser, as applicable, and (assuming this Agreement, the Option Agreement, the Transaction Support Agreement and such Ancillary Documents each constitutes a valid and binding obligation of any other parties thereto) constitutes and will constitute the valid and legally binding obligations of Seller each of Parent and Purchaser, enforceable against it in accordance with its their respective terms, except (i) subject, as limited by to enforceability, to applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights generallysimilar laws, and (ii) as limited by laws now or hereafter in effect, relating to the availability creditors' rights and general principles of specific performance, injunctive relief or other equitable remediesequity.

Authorization, Validity and Effect of Agreements. Seller (a) Omega has the requisite power and authority to enter into the transactions contemplated hereby, necessary to execute and deliver this Agreement each Transaction Document to which ▇▇▇▇▇ is a party and to perform its obligations hereunder. The Special Committee has, by resolutions duly adopted by unanimous vote of its members, (i) determined that (A) the Merger is advisable and in the best interests of Seller and its stockholders (other than the Continuing Stockholders), and (B) the Merger Consideration to be received for outstanding Seller Common Shares and outstanding options and warrants to purchase Seller Common Shares in the Merger is fair to the securityholders of Seller who will be entitled to receive such Merger Consideration (other than the Continuing Stockholders), (ii) recommended that the Seller Board approve and adopt this Agreement, the Merger and the other transactions contemplated hereby, and (iii) recommended approval and adoption by the stockholders of Seller of this Agreement and consummate the transactions contemplated hereby. The Seller Board has, by resolutions duly adopted by unanimous vote of its members (other than the Continuing Stockholders), approved and adopted this Agreement, the Merger and the transactions contemplated hereby and has agreed to recommend that the holders of Seller Common Shares approve and adopt this Agreement, the Merger and the transactions contemplated hereby at the Stockholders Meeting (as defined in Section 7.3(e) hereof), which will be held in accordance with the provisions of Section 7.3. In connection with the foregoing, the Seller Board has taken such actions and votes as are necessary on its part to render the provisions of Section 203 of the DGCL and all other takeover statutes applicable to Delaware corporations and any other applicable takeover statutes of any other state, inapplicable to this Agreement, the Merger and the transactions contemplated by this Agreementthereunder. The execution and delivery by Seller of this Agreement andof, subject only to the approval of this Agreement and the transactions contemplated hereby performance of its obligations under, the Transaction Documents to which it is a party, and the consummation by the holders of a majority Omega of the outstanding Seller Common SharesTransactions, the consummation of the transactions contemplated hereby have been duly authorized by all requisite corporate or similar organizational action on the part behalf of the Seller Omega, and no other corporate proceedings on the part of the Seller Omega are necessary to authorize the execution, delivery and performance by Omega of this Agreement and the transactions contemplated hereby, other than Transaction Documents to which it is a party. Assuming the filing of the Certificate of Merger. This Agreement constitutes Transaction Documents constitute the valid and legally binding obligations of Seller the other parties thereto, the Transaction Documents to which it is a party constitute the valid and legally binding obligations of Omega, enforceable against it Omega in accordance with its their terms, except (i) as limited by subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws of general application affecting enforcement of similar Laws relating to creditors’ rights generallygenerally and general principles of equity (the “Enforceability Exceptions”). (b) Each Direct Seller has the power and authority necessary to execute and deliver each Transaction Document to which such Direct Seller is a party and to perform its obligations and consummate the transactions contemplated thereunder. The execution and delivery of, and the performance of its obligations under, the Transaction Documents to which it is a party, and the consummation by each Direct Seller of the Transactions, have been duly authorized by all requisite corporate or similar organizational action on behalf of such Direct Seller, and no other corporate proceedings on the part of such Direct Seller are necessary to authorize the execution, delivery and performance by such Direct Seller of this Agreement and the other Transaction Documents to which it is a party. Assuming the Transaction Documents constitute the valid and legally binding obligations of the other parties thereto, the Transaction Documents to which it is a party constitute the valid and legally binding obligations of each Direct Seller, enforceable against each Direct Seller in accordance with their terms, subject to the Enforceability Exceptions. (c) As of the date hereof, there are no (i) Actions pending or, to the knowledge of Omega, threatened in writing against Omega or any Direct Seller, or (ii) as limited Orders outstanding, in each case, that challenge, or could reasonably be expected to have the effect of preventing, materially delaying or making illegal the consummation of the Transactions. (d) The Omega Board has, in accordance with Omega’s Charter Documents, determined that it is in the best interests of Omega for Omega to enter into and consummate the Sale, and has adopted resolutions approving the Sale. The Board of Directors of each Direct Seller has, in accordance with the Charter Documents of the applicable Direct Seller, determined that it is in the best interests of such Direct Seller to enter into this Agreement and consummate the Transactions, including the Sale, and has adopted resolutions approving this Agreement. (e) A resolution of the general meeting of Omega to approve the Sale, within the meaning of, and in accordance with, section 2:107a of the Dutch Civil Code, adopted by laws relating an absolute majority of the valid votes cast, is the only approval and votes necessary under ▇▇▇▇▇’s Charter Documents, the Dutch Civil Code or otherwise from shareholders of Omega to approve the availability of specific performance, injunctive relief or other equitable remediesSale and obtain Shareholder Approval.

Authorization, Validity and Effect of Agreements. Seller Excel has the requisite corporate power and authority to enter into the transactions contemplated hereby, to execute and deliver this Agreement and and, subject to perform its obligations hereunderthe vote of the holders of Excel Common Stock described herein, to consummate the transactions contemplated hereby. The Special Committee has, by resolutions duly adopted by unanimous vote Board of its members, (i) determined that (A) the Merger is Directors of Excel has unanimously approved and declared as advisable and in the best interests of Seller and its the stockholders (other than the Continuing Stockholders), and (B) the Merger Consideration to be received for outstanding Seller Common Shares and outstanding options and warrants to purchase Seller Common Shares in the Merger is fair to the securityholders of Seller who will be entitled to receive such Merger Consideration (other than the Continuing Stockholders), (ii) recommended that the Seller Board approve and adopt Excel this Agreement, the Merger and the other transactions contemplated herebyMerger, and (iii) recommended approval and adoption by the stockholders of Seller of this Agreement and the transactions contemplated hereby. The Seller Board has, by resolutions duly adopted by unanimous vote of its members (other than the Continuing Stockholders), approved and adopted this Agreement, the Merger and the transactions contemplated hereby and has agreed to recommend that the holders of Seller Common Shares approve and adopt this Agreement, the Merger and the transactions contemplated hereby at the Stockholders Meeting (as defined in Section 7.3(e) hereof), which will be held in accordance with the provisions of Section 7.3. In connection with the foregoing, the Seller Board has taken such actions and votes as are necessary on its part to render the provisions of Section 203 of the DGCL and all other takeover statutes applicable to Delaware corporations and any other applicable takeover statutes of any other state, inapplicable to this Agreement, the Merger and the transactions contemplated by this Agreement, including the Excel Charter Amendments and the issuance ("Share Issuance" and together with the Excel Charter Amendments, the "Excel Stockholder Matters") of shares of Excel Common Stock in accordance with the Merger and has resolved to recommend that the holders of Excel Common Stock approve the Excel Stockholder Matters at the Excel Stockholders Meeting. The execution and delivery by Seller of this Agreement and, subject Subject only to the approval of this Agreement and the transactions contemplated hereby by the holders of a majority of the outstanding Seller Common SharesExcel Required Vote (as herein defined), the consummation by Excel of the transactions contemplated hereby have has been duly authorized by all requisite corporate action on the part of the Seller and no other corporate proceedings on the part of the Seller are necessary to authorize this Agreement and the transactions contemplated hereby, other than the filing of the Certificate of MergerExcel. This Agreement has been duly executed and delivered by Excel and constitutes the valid and legally binding obligations obligation of Seller Excel, enforceable against it Excel in accordance with its terms, except (i) as limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights generally, and (ii) as limited by similar laws relating to creditors' rights and general principles of equity. The affirmative vote of the availability holders of specific performancea majority of the shares of Excel Common Stock issued and outstanding is required to approve the Excel Charter Amendment, injunctive relief and the affirmative vote of the holders of a 28 majority of the shares of Excel Common Stock cast at the Excel Stockholders Meeting is required to approve the Share Issuance; provided that the total votes cast in respect of the Share Issuance represents over 50% in interest of the Excel Common Stock entitled to vote thereon ("Excel Required Vote"). No other vote of the holders of capital stock of Excel is required in connection with the Excel Stockholder Matters or other equitable remediesthe transactions contemplated hereby.

Authorization, Validity and Effect of Agreements. Seller (a) Univision has the requisite corporate power and authority to enter into the transactions contemplated hereby, to execute and deliver this Agreement and to perform its obligations hereunderall agreements and documents contemplated hereby. The Special Committee has, by resolutions duly adopted by unanimous vote of its members, (i) determined that (A) the Merger is advisable and in the best interests of Seller and its stockholders (other than the Continuing Stockholders), and (B) the Merger Consideration to be received for outstanding Seller Common Shares and outstanding options and warrants to purchase Seller Common Shares in the Merger is fair Subject only to the securityholders amendment to the Certificate of Seller who will be entitled Incorporation to receive such Merger Consideration (other than the Continuing Stockholders), (iicreate Univision Class B Common Stock pursuant to Section 4.3(a) recommended that the Seller Board approve and adopt this Agreement, the Merger and the other transactions approval of the issuance of Univision Stock pursuant to the terms hereof, each as contemplated hereby, and (iii) recommended approval and adoption by the stockholders of Seller of this Agreement and the transactions contemplated hereby. The Seller Board has, by resolutions duly adopted by unanimous vote of its members (other than the Continuing Stockholders), approved and adopted this Agreement, the Merger and the transactions contemplated hereby and has agreed to recommend that the holders of Seller Common Shares approve and adopt this Agreement, the Merger and the transactions contemplated hereby at the Stockholders Meeting (as defined in Section 7.3(e) hereof), which will be held in accordance with the provisions of Section 7.3. In connection with the foregoing, the Seller Board has taken such actions and votes as are necessary on its part to render the provisions of Section 203 of the DGCL and all other takeover statutes applicable to Delaware corporations and any other applicable takeover statutes of any other state, inapplicable to this Agreement, the Merger and the transactions contemplated by this Agreement. The execution and delivery by Seller of this Agreement and, subject only to the approval of this Agreement and the transactions contemplated hereby by the holders of the shares of Univision capital stock representing a majority of the outstanding Seller Common Sharesvotes cast at the meeting of stockholders held by Univision pursuant to Section 4.3, the consummation by Univision of the transactions contemplated hereby have Transactions has been duly authorized by all requisite corporate action on the part of the Seller and no other corporate proceedings on the part of the Seller are necessary to authorize this Agreement and the transactions contemplated hereby, other than the filing of the Certificate of Mergeraction. This Agreement constitutes constitutes, and all agreements and documents contemplated hereby (when executed and delivered pursuant hereto for value received) will constitute, the valid and legally binding obligations of Seller Univision, enforceable against it in accordance with its their respective terms, except (i) as limited by subject to applicable bankruptcy, insolvency, reorganizationmoratorium or other similar laws relating to creditors' rights and general principles of equity. (b) Merger Sub has the requisite corporate power and authority to execute and deliver this Agreement and all agreements and documents contemplated hereby. The consummation by Merger Sub of the Transactions has been duly authorized by all requisite corporate action. This Agreement constitutes, and all agreements and documents contemplated hereby (when executed and delivered pursuant hereto for value received) will constitute, the valid and legally binding obligations of Merger Sub, enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency, moratorium or other laws of general application affecting enforcement of creditors’ rights generally, and (ii) as limited by similar laws relating to the availability creditors' rights and general principles of specific performance, injunctive relief or other equitable remediesequity.

Authorization, Validity and Effect of Agreements. Seller WHG has the ------------------------------------------------ requisite power and authority to enter into and perform the transactions contemplated hereby, hereby and to execute and deliver this Agreement and the Ancillary Agreements to perform its obligations hereunderwhich it is a party. The Special Committee has, by resolutions duly adopted by unanimous vote Board of its members, (i) determined that (A) the Merger is advisable and in the best interests Directors of Seller and its stockholders (other than the Continuing Stockholders), and (B) the Merger Consideration to be received for outstanding Seller Common Shares and outstanding options and warrants to purchase Seller Common Shares in the Merger is fair to the securityholders of Seller who will be entitled to receive such Merger Consideration (other than the Continuing Stockholders), (ii) recommended that the Seller Board approve and adopt WHG has unanimously approved this Agreement, the Merger Merger, the WHG/Patriot Subscription Agreement, the Ancillary Agreements to which WHG is a party and the other transactions contemplated hereby, and (iii) recommended approval and adoption by the stockholders of Seller of this Agreement and the transactions contemplated hereby. The Seller Board has, by resolutions duly adopted by unanimous vote of its members (other than the Continuing Stockholders), approved and adopted this Agreement, the Merger WHG/Patriot Subscription Agreement and the transactions contemplated hereby Ancillary Agreements and has agreed resolved to recommend that the holders of Seller WHG Common Shares Stock adopt and approve and adopt this Agreement, the Merger and the transactions contemplated hereby Agreement at the Stockholders Meeting (as defined in Section 7.3(e) hereof), which will WHG stockholders' meeting to be held in accordance with the provisions of Section 7.39.3 hereof. In connection with the foregoing, the Seller Board of Directors of WHG has taken such actions and votes as are necessary on its part to (i) render the provisions of Section 203 of the DGCL and DGCL, all other takeover statutes applicable to Delaware corporations and any other applicable takeover statutes of any other statethe DGCL, and the Rights Agreement, dated as of April 21, 1997 between WHG and The Bank of New York (the "Rights Agreement"), inapplicable to this Agreement, the Merger WHG/Patriot Subscription Agreement, the Merger, the Ancillary Agreements and the transactions contemplated by this Agreement, the WHG/Patriot Subscription Agreement and the Ancillary Agreements without the payment of consideration to holders of WHG Common Stock and WHG Preferred Stock other than the Merger Consideration, and (ii) define each of PAHOC, Acquisition Sub and Patriot as an "Exempt Person", as such term is defined in the Rights Agreement, but only to the extent any of them becomes the beneficial owner of any shares of WHG Common Stock or WHG Preferred Stock pursuant to the terms of the Ancillary Agreements or this Agreement. As of the date hereof, all of the directors and executive officers of WHG have indicated that they presently intend to vote all WHG Common Stock and all WHG Preferred Stock which they own to approve this Agreement. The execution and delivery by Seller WHG of this Agreement andAgreement, subject only to the approval of this WHG/Patriot Subscription Agreement and the transactions contemplated hereby by the holders of Ancillary Agreements to which it is a majority of the outstanding Seller Common Shares, party and the consummation of the transactions contemplated hereby by this Agreement, the WHG/Patriot Subscription Agreement and the Ancillary Agreements have been duly authorized by all requisite corporate action on the part of WHG, subject, in the Seller and no other corporate proceedings on case of this Agreement only, to the part approval of the Seller are necessary to authorize this Agreement and the transactions contemplated hereby, other than the filing Merger by a majority of the Certificate votes entitled to be cast by the holders of Mergerthe outstanding WHG Common Stock and WHG Preferred Stock voting as a single class. This Agreement constitutes and the WHG/Patriot Subscription Agreement and the Ancillary Agreements to which it has or will become a party (when executed and delivered pursuant hereto) will constitute, the valid and legally binding obligations of Seller WHG, enforceable against it WHG in accordance with its their respective terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights generally, and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

Authorization, Validity and Effect of Agreements. Seller (a) The Company and each Company Subsidiary has the requisite corporate power and authority to enter into own, lease and operate its properties and assets and to carry on its business as it is currently being conducted, except (as to foreign Company Subsidiaries only) as would have an immaterial effect on the transactions contemplated herebyCompany and its Subsidiaries, taken as a whole, and the Company has the requisite corporate power and authority to execute and deliver this Agreement and all other agreements, instruments, certificates and documents contemplated hereunder (collectively, the “Related Documents”) to which it is a party, to perform its obligations hereunderhereunder and thereunder and to consummate the Merger and all other transactions contemplated hereunder and thereunder. The Special Committee hasexecution, by resolutions duly adopted by unanimous vote delivery and performance of its members, (i) determined that (A) this Agreement and the Merger is advisable Related Documents and in the best interests consummation of Seller and its stockholders (other than the Continuing Stockholders), and (B) the Merger Consideration to be received for outstanding Seller Common Shares and outstanding options and warrants to purchase Seller Common Shares in the Merger is fair to the securityholders of Seller who will be entitled to receive such Merger Consideration (other than the Continuing Stockholders), (ii) recommended that the Seller Board approve and adopt this Agreement, the Merger and the other transactions contemplated hereby, hereunder and (iii) recommended approval and adoption by the stockholders of Seller of this Agreement and the transactions contemplated hereby. The Seller Board has, by resolutions duly adopted by unanimous vote of its members (other than the Continuing Stockholders), approved and adopted this Agreement, the Merger and the transactions contemplated hereby and has agreed to recommend that the holders of Seller Common Shares approve and adopt this Agreement, the Merger and the transactions contemplated hereby at the Stockholders Meeting (as defined in Section 7.3(e) hereof), which will be held in accordance with the provisions of Section 7.3. In connection with the foregoing, the Seller Board has taken such actions and votes as are necessary on its part to render the provisions of Section 203 of the DGCL and all other takeover statutes applicable to Delaware corporations and any other applicable takeover statutes of any other state, inapplicable to this Agreement, the Merger and the transactions contemplated by this Agreement. The execution and delivery by Seller of this Agreement and, subject only to the approval of this Agreement and the transactions contemplated hereby by the holders of a majority of the outstanding Seller Common Shares, the consummation of the transactions contemplated hereby thereunder have been duly authorized by all requisite corporate action on the part behalf of the Seller Company, and no other corporate proceedings on by the part of the Seller Company are necessary to authorize the execution and delivery of this Agreement or the Related Documents or to consummate the Merger and the other transactions contemplated hereby, other than hereunder or under the Related Documents except for the approval and adoption of this Agreement by the Company’s stockholders and the filing of the Certificate of Merger. Merger pursuant to Delaware Law and the Governmental Authority application and approvals described in Section 5.8. (b) Under Delaware Law, the Required Company Vote is the only vote of the holders of any class or series of Equity Interests of the Company necessary to approve and adopt this Agreement, approve the Merger and consummate the Merger and the other transactions contemplated hereby. (c) This Agreement constitutes and each of the Related Documents to which the Company is a party has been duly executed by the Company and constitute the valid and legally binding obligations obligation of Seller the Company, enforceable against it the Company in accordance with its terms, except (i) as limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights generally, and (ii) as limited by laws Laws relating to or affecting the availability rights and remedies of specific performance, injunctive relief creditors generally and to general principles of equity (regardless of whether considered in a proceeding in equity or other equitable remediesat Law). This Agreement and each Related Document to which the Company is a party has been duly executed or will be duly executed and delivered by the Company by duly authorized officers of the Company. The Company has taken all action necessary to render the restrictions set forth in Section 203 of the DGCL inapplicable to this Agreement and the transactions contemplated hereby.

Authorization, Validity and Effect of Agreements. Seller The Company has the requisite corporate power and authority to enter into the transactions contemplated hereby, to execute and deliver this Agreement and to perform its obligations hereunder. The Special Committee has, by resolutions duly adopted by unanimous vote of its members, (i) determined that (A) the Merger is advisable and in the best interests of Seller and its stockholders (other than the Continuing Stockholders), and (B) the Merger Consideration to be received for outstanding Seller Common Shares and outstanding options and warrants to purchase Seller Common Shares in the Merger is fair to the securityholders of Seller who will be entitled to receive such Merger Consideration (other than the Continuing Stockholders), (ii) recommended that the Seller Board approve and adopt this Agreement, the Merger Stock Option Agreements, the Stockholder Agreement to which it is a party and the all other transactions agreements and documents contemplated hereby, hereby and (iii) recommended approval and adoption thereby. The consummation by the stockholders Company of Seller of this Agreement and the transactions contemplated hereby. The Seller Board has, by resolutions duly adopted by unanimous vote of its members (other than the Continuing Stockholders), approved and adopted this Agreement, the Merger and the transactions contemplated hereby and has agreed to recommend that the holders of Seller Common Shares approve and adopt this Agreement, the Merger and the transactions contemplated hereby at the Stockholders Meeting (as defined in Section 7.3(e) hereof), which will be held in accordance with the provisions of Section 7.3. In connection with the foregoing, the Seller Board has taken such actions and votes as are necessary on its part to render the provisions of Section 203 of the DGCL and all other takeover statutes applicable to Delaware corporations and any other applicable takeover statutes of any other state, inapplicable to this Agreement, the Merger and the transactions contemplated by this Agreement. The execution and delivery by Seller of this Agreement and, subject only to the approval of this Agreement and the transactions contemplated hereby by the holders of a majority of the outstanding Seller Common Shares, the consummation of the transactions contemplated hereby have Stock Option Agreements has been duly authorized by all requisite corporate action on the part behalf of the Seller and no other corporate proceedings on the part of the Seller are necessary to authorize this Agreement and the transactions contemplated herebyCompany, other than the filing of the Certificate of Mergerapprovals referred to in Section 5.22. This Agreement, the Stockholder Agreement constitutes to which it is a party and the Stock Option Agreements constitute the valid and legally binding obligations of Seller the Company, enforceable against it in accordance with its their respective terms, except (i) as limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights generally, and (ii) as limited by similar laws relating to creditors' rights and general principles of equity (the availability "Enforceability Exceptions"). The Company has taken all action necessary to render the restrictions set forth in Section 203 of specific performancethe DGCL inapplicable to the Merger, injunctive relief this Agreement, the Stock Option Agreements, the Stockholder Agreements and the transactions contemplated hereby and thereby. No other U.S. or State takeover or business combination statute to which the Company or any of its Subsidiaries is subject applies or purports to apply to the Merger, this Agreement, the Stock Option Agreements, the Stockholder Agreements or the transactions contemplated hereby or thereby. There is no foreign takeover or business combination statute that applies or purports to apply to the Company or any of its Subsidiaries which would require any filing or the taking of any other equitable remediesaction by the Company or its Subsidiaries as a result of the execution or delivery of this Agreement, the Stock Option Agreements, the Stockholder Agreements or the transactions contemplated hereby or thereby and which would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect if such filing was not made or such action was not taken.

Authorization, Validity and Effect of Agreements. Seller Buyer has the ------------------------------------------------ requisite corporate power and authority to enter into the transactions contemplated hereby, hereby and to execute and deliver this Agreement and to perform its obligations hereunderAgreement. The Special Committee Board of Trustees of Buyer has, by resolutions duly adopted by unanimous vote of its membersvote, (i) determined that (A) the Merger is advisable and in the best interests of Seller and its stockholders (other than the Continuing Stockholders), and (B) the Merger Consideration to be received for outstanding Seller Common Shares and outstanding options and warrants to purchase Seller Common Shares in the Merger is fair to the securityholders of Seller who will be entitled to receive such Merger Consideration (other than the Continuing Stockholders), (ii) recommended that the Seller Board approve and adopt approved this Agreement, the Merger and the other transactions contemplated hereby, and (iii) recommended approval and adoption by the stockholders of Seller of this Agreement and the transactions contemplated hereby. The Seller Board has, by resolutions duly adopted by unanimous vote of its members (other than the Continuing Stockholders), approved and adopted this Agreement, the Merger and the transactions contemplated hereby and has agreed to recommend that the holders of Seller Common Shares Buyer Stock adopt and approve and adopt this Agreement, the Merger Merger, and the transactions contemplated hereby by this Agreement at the Stockholders Meeting (as defined in Section 7.3(e) hereof), Buyer stockholders' meeting which will be held in accordance with the provisions of Section 7.37.3 hereof. In connection with the foregoing, the Seller Board of Trustees of Buyer has taken such actions and votes as are necessary on its part to render the provisions of Section 203 of the DGCL Control Share Acquisition Statute, the Business Combination Statute and all other applicable takeover statutes applicable to Delaware corporations of the MGCL and any other applicable takeover statutes of any other state, inapplicable to this Agreement, the Merger Merger, and the transactions contemplated by this Agreement. The execution As of the date hereof, all of the trustees and delivery executive officers of Buyer have indicated that they presently intend to vote all shares of Buyer Stock which they own to approve this Agreement, the Merger, and the transactions contemplated by Seller of this Agreement and, subject at the Buyer stockholders meeting which will be held in accordance with the provisions of Section 7.3. Subject only to the approval of this Agreement and the transactions contemplated hereby by the holders of a majority of the outstanding Seller Common Sharesshares of Buyer Stock, the execution by Buyer of this Agreement, and the consummation of the transactions contemplated hereby by this Agreement have been duly authorized by all requisite corporate action on the part of the Seller and no other corporate proceedings on the part of the Seller are necessary to authorize this Agreement and the transactions contemplated hereby, other than the filing of the Certificate of MergerBuyer. This Agreement constitutes the valid and legally binding obligations of Seller Buyer, enforceable against it Buyer in accordance with its terms, except (i) as limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights generally, and (ii) as limited by similar laws relating to the availability creditors' rights and general principles of specific performance, injunctive relief or other equitable remediesequity.

Authorization, Validity and Effect of Agreements. Seller Each of Purchaser, the Subsidiaries of Purchaser and Merger Sub has the requisite corporate power and authority to enter into the transactions contemplated hereby, to execute and deliver this Agreement and to perform its obligations hereunder. The Special Committee has, by resolutions duly adopted by unanimous vote of its members, (i) determined that (A) the Merger is advisable and in the best interests of Seller and its stockholders (other than the Continuing Stockholders), and (B) the Merger Consideration to be received for outstanding Seller Common Shares and outstanding options and warrants to purchase Seller Common Shares in the Merger is fair to the securityholders of Seller who will be entitled to receive such Merger Consideration (other than the Continuing Stockholders), (ii) recommended that the Seller Board approve and adopt this Agreement, the Merger Ancillary Documents to which it is or will be a party, the New Indenture, the Purchaser Notes and the other transactions contemplated hereby, and Pledge Agreement (iiias defined in the Description of Notes) recommended approval and adoption by to the stockholders of Seller of this Agreement and the transactions contemplated hereby. The Seller Board has, by resolutions duly adopted by unanimous vote of its members extent it is a party (other than the Continuing Stockholders), approved and adopted this Agreementtogether, the Merger “Notes Documents”) and to consummate the transactions contemplated hereby and has agreed thereby to recommend that the holders of Seller Common Shares approve and adopt this Agreement, the Merger and the transactions contemplated hereby at the Stockholders Meeting (as defined in Section 7.3(e) hereof), which it is or will be held in accordance with the provisions of Section 7.3. In connection with the foregoing, the Seller Board has taken such actions and votes as are necessary on its part to render the provisions of Section 203 of the DGCL and all other takeover statutes applicable to Delaware corporations and any other applicable takeover statutes of any other state, inapplicable to this Agreement, the Merger and the transactions contemplated by this Agreementa party. The execution and delivery by Seller of this Agreement andAgreement, subject only to the approval of this Agreement Ancillary Documents and the transactions contemplated hereby Notes Documents by the holders of a majority of the outstanding Seller Common Shares, Purchaser and Merger Sub and the consummation by Purchaser and Merger Sub of the transactions contemplated hereby and thereby to which it is or will be a party have been duly and validly authorized by all requisite corporate action on the part respective boards of directors of Purchaser and Merger Sub and by Purchaser as the Seller sole stockholder of Merger Sub and no other corporate proceedings on the part of the Seller Purchaser or Merger Sub or approvals from any holders of equity securities of Purchaser or any of its Subsidiaries are necessary to authorize this Agreement Agreement, the Ancillary Documents to which it is or will be a party and the Notes Documents or to consummate the transactions contemplated hereby, other than the filing of the Certificate of Mergerhereby and thereby to which it is a party. This Agreement has been, and the Notes Documents and any Ancillary Documents to which Purchaser or Merger Sub is or will be a party will have been at the time of execution, duly and validly executed and delivered by Purchaser and Merger Sub, and (assuming this Agreement, the Notes Documents and such Ancillary Documents each constitutes a valid and binding obligation of the Company or other Person party thereto) constitutes or, in the case of any such documents entered into after the date of this Agreement, will constitute, the valid and legally binding obligations of Seller each of Purchaser and Merger Sub, enforceable against it in accordance with its their respective terms, except (i) as enforcement may be limited by applicable bankruptcy, insolvency, moratorium, reorganization, moratorium arrangement or other laws of general application similar Laws affecting enforcement of creditors’ rights generally, generally and (ii) as limited by laws relating to the availability general principles of specific performance, injunctive relief or other equitable remediesequity.

Authorization, Validity and Effect of Agreements. Seller (a) Megan has the requisite power and authority to enter into and perform the transactions contemplated hereby, hereby and to execute and deliver this Agreement and the Ancillary Agreements to perform its obligations hereunderwhich it is a party. The Special Committee has, by resolutions duly adopted by unanimous vote Board of its members, (i) determined that (A) the Merger is advisable and in the best interests Directors of Seller and its stockholders (other than the Continuing Stockholders), and (B) the Merger Consideration to be received for outstanding Seller Common Shares and outstanding options and warrants to purchase Seller Common Shares in the Merger is fair to the securityholders of Seller who will be entitled to receive such Merger Consideration (other than the Continuing Stockholders), (ii) recommended that the Seller Board approve and adopt Megan has unanimously approved this Agreement, the Merger Merger, the Ancillary Agreements to which Megan is a party and the other transactions contemplated herebyby this Agreement and has resolved to recommend that the holders of Megan Stock adopt and approve this Agreement. As of the date hereof, all of the directors and (iii) recommended approval executive officers of Megan and the other Committed Stockholders have indicated that they presently intend to vote all Megan Stock which they own or the voting of which they control to approve the adoption by the stockholders of Seller of this Agreement and the transactions contemplated herebyMerger. The Seller Board hasCommitted Stockholders have the requisite number of votes of each class or series of Megan Stock entitled to vote thereon to approve such transactions. No other approval by any class or series of Megan Stock or by any other single Megan Stockholder or group of Megan Stockholders is required to approve the Merger, by resolutions duly adopted by unanimous vote of its members (other than the Continuing Stockholders), approved and adopted this Agreement, the Merger Ancillary Agreements and the transactions contemplated hereby and has agreed to recommend that the holders of Seller Common Shares approve and adopt this Agreement, the Merger and the transactions contemplated hereby at the Stockholders Meeting (as defined in Section 7.3(e) hereof), which will be held in accordance with the provisions of Section 7.3. In connection with the foregoing, the Seller Board has taken such actions and votes as are necessary on its part to render the provisions of Section 203 of the DGCL and all other takeover statutes applicable to Delaware corporations and any other applicable takeover statutes of any other state, inapplicable to this Agreement, the Merger and the transactions contemplated by this Agreementthereby. The execution and delivery by Seller of this Agreement and, subject only to the approval Megan of this Agreement and the transactions contemplated hereby by the holders of Ancillary Agreements to which it is a majority of the outstanding Seller Common Shares, party and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Megan. Assuming the Seller and no other corporate proceedings on the part written consent of the Seller are necessary to authorize Committed Stockholders has been obtained in accordance with Section 7.10, this Agreement constitutes and the transactions contemplated herebyAncillary Agreements to which Megan is a party (when executed and delivered pursuant hereto) will constitute, other than the filing of the Certificate of Merger. This Agreement constitutes the valid and legally binding obligations of Seller Megan, enforceable against it Megan in accordance with its their respective terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and will not require prior notice to or the convening of a meeting of the stockholders of Megan to consider and vote upon the Merger and the other laws of general application affecting enforcement of creditors’ rights generally, and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remediestransactions contemplated hereby.

Authorization, Validity and Effect of Agreements. Seller (a) The Company has the requisite corporate power and authority to enter into the transactions contemplated hereby, to execute and deliver this Agreement and and, subject to perform its obligations hereunderthe adoption of this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of the Common Stock entitled to vote thereon (the "Stockholder Approval"), to consummate the transactions contemplated hereby. The Special Committee hasexecution and delivery of this Agreement by the Company and, subject to the Stockholder Approval, the consummation by the Company of the transactions contemplated hereby have been duly and validly authorized by the Board, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes a valid and binding obligation of Purchaser and Merger Sub, constitutes the legal, valid and binding obligation of the Company, enforceable in accordance with its terms, except as each enforceability may be limited by applicable bankruptcy, reorganization, moratorium, liquidation, conservatorship, receivership or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies or by other equitable principles of general application. (b) On or prior to the date hereof, the Board, at a meeting duly called and held at which all directors of the Company were present, unanimously has adopted resolutions duly adopted by unanimous vote of its members, (i) determined that (A) as of the Merger is advisable date hereof this Agreement and the transactions contemplated hereby and by the Voting Agreement are fair to and in the best interests of Seller the Company and its stockholders (other than the Continuing Stockholders), and (B) the Merger Consideration to be received for outstanding Seller Common Shares and outstanding options and warrants to purchase Seller Common Shares in the Merger is fair to the securityholders of Seller who will be entitled to receive such Merger Consideration (other than the Continuing Stockholders)stockholders, (ii) recommended approving this Agreement, the Merger, the Voting Agreement and the transactions contemplated hereby and thereby, (iii) declaring this Agreement and the Merger advisable, (iv) directing that the Seller Board adoption of this Agreement be submitted as promptly as practicable to a vote at a meeting of the stockholders of the Company and (v) recommending that the stockholders of the Company adopt this Agreement and approve and adopt the Merger, which resolutions have not been subsequently rescinded, modified or withdrawn in any manner except as permitted by Section 7.10. Such approvals represent all the action necessary to render inapplicable to this Agreement, the Merger and the other transactions contemplated hereby, and (iii) recommended approval and adoption by hereby the stockholders of Seller of this Agreement and the transactions contemplated hereby. The Seller Board has, by resolutions duly adopted by unanimous vote of its members (other than the Continuing Stockholders), approved and adopted this Agreement, the Merger and the transactions contemplated hereby and has agreed to recommend that the holders of Seller Common Shares approve and adopt this Agreement, the Merger and the transactions contemplated hereby at the Stockholders Meeting (as defined in Section 7.3(e) hereof), which will be held in accordance with the provisions of Section 7.3. In connection with the foregoing, the Seller Board has taken such actions and votes as are necessary on its part to render the provisions restrictions of Section 203 of the DGCL and all other takeover statutes (the "Takeover Statute") to the extent, if any, the Takeover Statute would otherwise be applicable to Delaware corporations and any other applicable takeover statutes of any other state, inapplicable to this Agreement, the Merger and or the other transactions contemplated hereby. To the knowledge of the Company, no other state anti-takeover Laws or regulations apply or purport to apply to this Agreement, the Merger or the transactions contemplated hereby. No anti-takeover provision in the Company's certificate of incorporation or bylaws (as currently in effect) has, or at the Effective Time will have, the effect of impairing, delaying, hindering or otherwise making less likely to occur the Merger or the other transactions contemplated by this Agreement. The execution and delivery by Seller of this Agreement and, subject only to the approval of this Agreement and the transactions contemplated hereby by the holders of a majority of the outstanding Seller Common Shares, the consummation of the transactions contemplated hereby have been duly authorized by all requisite corporate action on the part of the Seller and no other corporate proceedings on the part of the Seller are necessary to authorize this Agreement and the transactions contemplated hereby, other than the filing of the Certificate of Merger. This Agreement constitutes the valid and legally binding obligations of Seller enforceable against it in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights generally, and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

Authorization, Validity and Effect of Agreements. Seller (a) The Company has the requisite corporate power and authority to enter into the transactions contemplated hereby, to execute and deliver this Agreement and all agreements and documents contemplated hereby and to perform its obligations hereunderhereunder and to consummate the Merger. The Special Committee has, by resolutions duly adopted by unanimous vote of its members, (i) determined that (A) the Merger is advisable and in the best interests of Seller and its stockholders (other than the Continuing Stockholders), and (B) the Merger Consideration Subject to be received for outstanding Seller Common Shares and outstanding options and warrants to purchase Seller Common Shares in the Merger is fair to the securityholders of Seller who will be entitled to receive such Merger Consideration (other than the Continuing Stockholders), (ii) recommended that the Seller Board approve and adopt this Agreement, the Merger and the other transactions contemplated hereby, and (iii) recommended approval and adoption by the stockholders of Seller of this Agreement and the transactions contemplated hereby. The Seller Board has, by resolutions duly adopted by unanimous vote of its members (other than the Continuing Stockholders), approved and adopted this Agreement, the Merger and the transactions contemplated hereby and has agreed to recommend that the holders of Seller Common Shares approve and adopt this Agreement, the Merger and the transactions contemplated hereby at the Stockholders Meeting (as defined in Section 7.3(e) hereof), which will be held in accordance with the provisions of Section 7.3. In connection with the foregoing, the Seller Board has taken such actions and votes as are necessary on its part to render the provisions of Section 203 of the DGCL and all other takeover statutes applicable to Delaware corporations and any other applicable takeover statutes of any other state, inapplicable to this Agreement, the Merger and the transactions contemplated by this Agreement. The execution and delivery by Seller of this Agreement and, subject only to the approval of this Agreement and by the transactions contemplated hereby Company’s shareholders by the affirmative vote or consent of the holders of a majority of the outstanding Seller Shares of Company Common SharesStock (the “Requisite Company Vote”), the consummation by the Company of the transactions contemplated hereby have has been duly authorized by all requisite corporate action on the part of the Seller and no other corporate proceedings on the part of the Seller are necessary to authorize this Agreement and the transactions contemplated hereby, other than the filing of the Certificate of MergerCompany. This Agreement constitutes has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Merger Sub, constitutes, and all agreements and documents contemplated hereby (when executed and delivered pursuant hereto for value received) will constitute valid and legally binding obligations of Seller the Company, enforceable against it the Company in accordance with its their respective terms, subject to shareholder approval and except (i) as to the extent that enforceability may be limited by applicable bankruptcy, insolvency, reorganizationmoratorium, moratorium or other laws of general application affecting enforcement of similar Laws relating to creditors’ rights generallyand general principles of equity. (b) The Company Board has received the written opinion of Inverness Advisors, and a division of KEMA Partners LLC (ii) as limited by laws relating the “Financial Advisor”), dated the date of such opinion, to the availability effect that, as of specific performancethe date thereof and subject to the qualifications, injunctive relief considerations, assumptions and limitations set forth therein, the Merger Consideration to be received by the holders of Shares is fair, from a financial point of view, to such holders, a copy of which opinion will be delivered to Parent, solely for informational purposes, promptly after the receipt thereof by the Company Board. The Financial Advisor has consented to the inclusion of a copy of such opinion in the Proxy Statement. Parent and Merger Sub acknowledge and agree that such an opinion may not be relied on by Parent, Merger Sub or other equitable remediesany of their respective Affiliates.

Authorization, Validity and Effect of Agreements. Seller Each of the Parent's and Purchaser's respective boards of directors has the requisite power and authority to enter into the transactions contemplated hereby, to execute and deliver this Agreement and to perform its obligations hereunder. The Special Committee has, by resolutions duly adopted by unanimous vote of its members, (i) determined that (A) the Merger is advisable Parent's and in the best interests of Seller Purchaser's execution and its stockholders (other than the Continuing Stockholders), and (B) the Merger Consideration to be received for outstanding Seller Common Shares and outstanding options and warrants to purchase Seller Common Shares in the Merger is fair to the securityholders of Seller who will be entitled to receive such Merger Consideration (other than the Continuing Stockholders), (ii) recommended that the Seller Board approve and adopt this Agreement, the Merger and the other transactions contemplated hereby, and (iii) recommended approval and adoption by the stockholders of Seller of delivery this Agreement and the transactions contemplated hereby. The Seller Board hasAncillary Documents to which the Parent and Purchaser are a party, by resolutions duly adopted by unanimous vote of its members (other than the Continuing Stockholders), approved and adopted this Agreement, the Merger and the transactions contemplated hereby and has agreed to recommend that the holders of Seller Common Shares approve and adopt this Agreement, the Merger and the transactions contemplated hereby at the Stockholders Meeting (as defined in Section 7.3(e) hereof), which will be held in accordance with the provisions of Section 7.3. In connection with the foregoing, the Seller Board has taken such actions and votes as are necessary on its part to render the provisions of Section 203 of the DGCL and all other takeover statutes applicable to Delaware corporations and any other applicable takeover statutes of any other state, inapplicable to this Agreement, the Merger and the transactions contemplated by this Agreement and such Ancillary Documents, including but not limited to the Merger, are advisable and in the best interest of the Parent, Purchaser and their respective shareholders and has approved this Agreement and the Ancillary Documents to which the Parent is a party in accordance with all Applicable Laws. Each of the Parent and the Purchaser has the requisite corporate power and authority to execute and deliver this Agreement, and all Ancillary Documents to which it is a party, and to consummate the transactions contemplated hereby and thereby, including but not limited to the Merger. The execution and delivery by Seller of this Agreement and, subject only to the approval of this Agreement and the transactions contemplated hereby Ancillary Documents to which it is a party by the holders of a majority of Parent or the outstanding Seller Common Shares, Purchaser and the consummation by the Parent or the Purchaser of the transactions contemplated hereby and thereby have been duly and validly authorized by all requisite corporate action on the part each of the Seller Parent's and Purchaser's respective boards of directors, and no other corporate proceedings on the part of the Seller Parent or the Purchaser are necessary to authorize this Agreement and Agreement, to authorize the Ancillary Documents to which it is a party, or to consummate the transactions contemplated herebyhereby and thereby, including but not limited to the Merger, other than the filing and recordation of the Certificate Articles of MergerMerger in accordance with the Arizona Code. This Agreement and any Ancillary Documents to which the Parent or the Purchaser is a party at the time of execution has been or will be duly and validly executed and delivered by the Parent and/or the Purchaser, and (assuming this Agreement and such Ancillary Documents each constitutes a valid and binding obligation of any other parties thereto) constitutes and will constitute the valid and legally binding obligations of Seller the Parent and/or the Purchaser, enforceable against it the Parent and/or the Purchaser in accordance with its their respective terms, except subject to (ia) as limited by applicable bankruptcy, reorganization, insolvency, reorganizationmoratorium, moratorium or other and similar laws of general application affecting the enforcement of creditors’ ' rights generally, ; and (iib) as limited by laws relating to the availability effect of general principles of equity (including specific performance, injunctive relief ) regardless of whether considered in a proceeding in equity or other equitable remediesat law.

Authorization, Validity and Effect of Agreements. Seller Expert has the requisite corporate power and authority to enter into the transactions contemplated hereby, to execute and deliver this Agreement and to perform its obligations hereunder. The Special Committee has, by resolutions duly adopted by unanimous vote of its members, (i) determined that (A) the Merger is advisable and in the best interests of Seller and its stockholders (other than the Continuing Stockholders), and (B) the Merger Consideration to be received for outstanding Seller Common Shares and outstanding options and warrants to purchase Seller Common Shares in the Merger is fair to the securityholders of Seller who will be entitled to receive such Merger Consideration (other than the Continuing Stockholders), (ii) recommended that the Seller Board approve and adopt this Agreement, the Merger and the other transactions contemplated hereby, and (iii) recommended approval and adoption by the stockholders of Seller of this Agreement and consummate the transactions contemplated hereby. The Seller Board has, by resolutions duly adopted by unanimous vote of its members (other than the Continuing Stockholders), Directors of Expert has approved and adopted this Agreement, the Merger Merger, and the transactions contemplated hereby by this Agreement and has unanimously agreed to recommend that the holders of Seller Common Expert Shares adopt and approve and adopt this Agreement, the Merger Merger, and the transactions contemplated hereby by this Agreement at the Stockholders Special Meeting (as defined in Section 7.3(e) hereof6.2), which will be held in accordance with the provisions of Section 7.3. In connection with the foregoing, the Seller Board Expert has taken such actions and votes as are all action necessary on its part to render exempt the provisions transactions contemplated by this Agreement from the operation of Section 203 any "fair price," "moratorium," "control share acquisition," or other similar anti-takeover statute or regulation enacted under the state or federal laws of the DGCL United States. As of the date hereof, each director and executive officer of Expert and each entity that is a stockholder of Expert and that has a representative on the Board of Directors has indicated that he, she or it intends to vote all other takeover statutes applicable Expert Shares that he, she or it controls to Delaware corporations and any other applicable takeover statutes of any other state, inapplicable to approve this Agreement, the Merger Merger, and the transactions contemplated by this AgreementAgreement at the Special Meeting. The execution and delivery by Seller of this Agreement and, subject Subject only to the approval of this Agreement and the transactions contemplated hereby by the holders of a majority of the outstanding Seller Common SharesExpert Shares and the filing and acceptance for record of appropriate merger documents as required by the DGCL, the execution by Expert of this Agreement and the consummation of the transactions contemplated hereby by this Agreement have been duly authorized by all requisite corporate action on the part of the Seller and no other corporate proceedings on the part of the Seller are necessary to authorize Expert. Assuming this Agreement constitutes a valid and the transactions contemplated herebybinding obligation of Activision and Merger Subsidiary, other than the filing of the Certificate of Merger. This this Agreement constitutes the valid and legally binding obligations obligation of Seller Expert, enforceable against it Expert in accordance with its terms, except (i) as limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights generally, and (ii) as limited by similar laws relating to the availability creditors' rights and general principles of specific performance, injunctive relief or other equitable remediesequity.