Common use of Authorization; Validity of Agreement; Company Action Clause in Contracts

Authorization; Validity of Agreement; Company Action. (a) The Company has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the transactions contemplated hereby, have been duly authorized by the Company Board and, except for obtaining the approval of its stockholders as contemplated by Section 1.8 hereof, no other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement and the consummation by it of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and, subject to the approval of its stockholders as contemplated by Section 1.8 hereof, and assuming due and valid authorization, execution and delivery hereof by Parent and the Purchaser, is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms except as may be limited by (a) bankruptcy, insolvency, reorganization or other laws now or hereafter in effect relating to creditors' rights generally and (b) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). The affirmative vote of the holders of a majority of the outstanding Shares, voting together as a single class, are the only votes of the holders of any class or series of the Company's capital stock necessary to approve this Agreement and the transactions contemplated hereby. (b) The Company Board has duly and validly approved the transactions contemplated hereby for the purposes of Section 203 of the DGCL. Accordingly, the provisions of Section 203 of the DGCL will not apply to the transactions contemplated by this Agreement. No other state takeover statute or similar statute or regulation applies or purports to apply to the Offer, the Merger or the other transactions contemplated hereby. (c) The Company Board has taken all necessary action so that (i) the Rights will not be exercisable, trade separately, or be otherwise affected by the Offer, the Merger or the other transactions contemplated hereby, (ii) none of Parent and its affiliates will be deemed to be an "Acquiring Person" for purposes thereof and (iii) a "Distribution Date" shall not occur by virtue of the Offer, the Merger or the other transactions contemplated hereby. The Company will take any action reasonably requested by Parent to ensure and confirm that the Company, Parent and their respective affiliates will not have any obligations in connection with the Rights or the Rights Agreement in connection with the Offer, the Merger and the other transactions contemplated hereby.

Authorization; Validity of Agreement; Company Action. (a) The Company has full all necessary corporate power and authority to execute and deliver this Agreement Agreement, to perform its obligations hereunder and to consummate the transactions contemplated herebyTransactions. The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the transactions contemplated herebyTransactions, have been duly and validly authorized by the Company Board and, except for obtaining the approval of its stockholders as contemplated by Section 1.8 hereof, Directors and no other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement and the consummation by it of the transactions contemplated herebyTransactions, subject, in the case of the Merger, to the approval of this Agreement by the holder(s) of a majority of all of the Shares entitled to be cast, if required by applicable law. This Agreement has been duly executed and delivered by the Company and, subject to the approval of its stockholders as contemplated by Section 1.8 hereof, and assuming due and valid authorization, execution and delivery hereof by Parent and the Purchaser, is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms terms, except as that (i) such enforcement may be limited by (a) subject to applicable bankruptcy, insolvency, reorganization insolvency or other laws similar laws, now or hereafter in effect relating to effect, affecting creditors' ’ rights generally and (bii) general principles the remedy of equity (regardless specific performance and injunctive and other forms of whether enforceability is considered in a proceeding at law or in equity). The affirmative vote equitable relief may be subject to equitable defenses and to the discretion of the holders of a majority of the outstanding Shares, voting together as a single class, are the only votes of the holders of court before which any class or series of the Company's capital stock necessary to approve this Agreement and the transactions contemplated herebyproceeding therefor may be brought. (b) The Company Board Rights Agreement has duly and validly approved been amended so that, until the transactions contemplated hereby for the purposes valid termination of Section 203 of the DGCL. Accordingly, the provisions of Section 203 of the DGCL will not apply to the transactions contemplated by this Agreement. No other state takeover statute or similar statute or regulation applies or purports to apply to the Offer, the Merger or the other transactions contemplated hereby. (c) The Company Board has taken all necessary action so that Agreement in accordance with Article VIII hereto: (i) the Purchaser and each Purchaser Subsidiary are each exempt from the definition of “Acquiring Person” contained in the Company Rights Agreement, and no “Shares Acquisition Date” or “Distribution Date” or “Triggering Event” (as such terms are defined in the Company Rights Agreement) will not be exercisable, trade separately, or be otherwise affected by occur as a result of the Offer, the Merger execution of this Agreement or the other transactions contemplated hereby, (ii) none consummation of Parent and its affiliates will be deemed to be an "Acquiring Person" for purposes thereof and (iii) a "Distribution Date" shall not occur by virtue of the Offer, the Merger or the other transactions contemplated hereby. The Company will take any action reasonably requested by Parent to ensure and confirm that the Company, Parent and their respective affiliates will not have any obligations in connection with the Rights or the Rights Agreement in connection with the Offer, the Merger and the other transactions contemplated herebyTransactions and (ii) the Company Rights Agreement will terminate and the Company Rights will expire immediately prior to the Effective Time. The Company Rights Agreement, as so amended, has not been further amended or modified. The Company has previously provided a true, complete and correct copy of the Company Rights Agreement and all amendments thereto through the date hereof to the Purchaser.

Authorization; Validity of Agreement; Company Action. (a) The Company has full corporate power and authority to execute and deliver this Agreement and and, subject, in the case of the Merger, to obtaining the necessary approval of its stockholders, to consummate the transactions contemplated hereby. The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the transactions contemplated hereby, have been duly authorized by the Company Board and, except for those actions obtaining the approval of the Merger from its stockholders as contemplated by in Section 1.8 hereof1.8, no other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement and the consummation by it of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and, subject to the approval of its stockholders as contemplated by Section 1.8 hereofCompany, and assuming due and valid authorization, execution and delivery hereof by the Parent and the Purchaser), is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms terms, except as that (i) such enforcement may be limited by (a) subject to applicable bankruptcy, insolvency, reorganization reorganization, moratorium or other laws similar laws, now or hereafter in effect relating to effect, affecting creditors' rights generally generally, and (bii) general principles the remedy of equity (regardless specific performance and injunctive and other forms of whether enforceability is considered in a proceeding at law or in equity). The affirmative vote equitable relief may be subject to equitable defenses and to the discretion of the holders of a majority of the outstanding Shares, voting together as a single class, are the only votes of the holders of court before which any class or series of the Company's capital stock necessary to approve this Agreement and the transactions contemplated herebyproceeding therefor may be brought. (b) The Company Board has duly approved and validly taken all corporate action required to be taken by the Company Board for the consummation of the transactions contemplated by this Agreement, including the Transactions. The Company Board has also approved the transactions contemplated hereby by this Agreement, including the Transactions, for the purposes of Section 203 of the DGCL. Accordingly, rendering the provisions of Section 203 of the DGCL will not apply inapplicable to the such transactions contemplated by this Agreement. No other state takeover statute or similar statute or regulation applies or purports to apply to the Offer, the Merger or the other transactions contemplated hereby. (c) The Company Board has taken all necessary action so that (i) the Rights will not be exercisable, trade separately, or be otherwise affected by the Offer, the Merger or the other transactions contemplated hereby, (ii) none of Parent and its affiliates will be deemed to be an "Acquiring Person" for purposes thereof and (iii) a "Distribution Date" shall not occur by virtue of the Offer, the Merger or the other transactions contemplated hereby. The Company will take any action reasonably requested by Parent to ensure and confirm that the Company, Parent and their respective affiliates will not have any obligations in connection with the Rights or the Rights Agreement in connection with the Offer, the Merger and the other transactions contemplated herebyTender Agreements.

Authorization; Validity of Agreement; Company Action. (a) The Company has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated herebyTransactions. The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the transactions contemplated herebyTransactions, have been duly and validly authorized by the Board of Directors of the Company Board and(the “Company Board”), except for obtaining the approval of its stockholders as contemplated by Section 1.8 hereof, and no other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement and the consummation by it of the transactions contemplated herebyTransactions, except that the consummation of the Merger requires the Shareholder Approval. This Agreement has been duly executed and delivered by the Company and, subject to the approval of its stockholders as contemplated by Section 1.8 hereof, and assuming due and valid authorization, execution and delivery hereof of this Agreement by Parent and the PurchaserMerger Sub, is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms terms, except as that such enforcement may be limited by (a) subject to applicable bankruptcy, reorganization, insolvency, reorganization moratorium or other laws now or hereafter in effect relating to similar Laws affecting creditors' ’ rights generally and general principles of equitable relief. (b) general principles Assuming the accuracy of equity (regardless of whether enforceability is considered the representation and warranty in a proceeding at law or in equity). The Section 4.4, the affirmative vote of the holders of a majority two-thirds of the outstanding Shares, voting together as a single class, are Shares to adopt this Agreement (the “Shareholder Approval”) is the only votes vote or consent of the holders of any class or series of the Company's ’s capital stock stock, or any of them, that is necessary to approve this Agreement and in connection with the transactions contemplated hereby. (b) The Company Board has duly and validly approved the transactions contemplated hereby for the purposes of Section 203 consummation of the DGCL. Accordingly, the provisions of Section 203 of the DGCL will not apply to the transactions contemplated by this Agreement. No other state takeover statute or similar statute or regulation applies or purports to apply to the Offer, the Merger or the other transactions contemplated herebyMerger. (c) The At a meeting duly called and held, the Company Board has taken all necessary action so that unanimously (i) determined that this Agreement and the Rights will not be exercisable, trade separately, or be otherwise affected by Transactions are fair to and in the Offer, best interests of the Merger or the other transactions contemplated herebyCompany’s shareholders and declared this Agreement advisable, (ii) none of Parent approved and its affiliates will be deemed to be an "Acquiring Person" for purposes thereof adopted this Agreement and the Transactions, (iii) directed that the adoption of this Agreement be submitted to a "Distribution Date" shall not occur by virtue vote at a meeting of the OfferCompany’s shareholders and (iv) resolved (subject to Section 5.2(d) and Section 5.2(e)) to recommend to the Company’s shareholders that they adopt this Agreement (such recommendation, the Merger or the other transactions contemplated hereby. The “Company will take any action reasonably requested by Parent to ensure and confirm that the Company, Parent and their respective affiliates will not have any obligations in connection with the Rights or the Rights Agreement in connection with the Offer, the Merger and the other transactions contemplated herebyRecommendation”).

Authorization; Validity of Agreement; Company Action. (a) The Company has full corporate power and authority to execute and deliver this Agreement Agreement, to perform its obligations hereunder and to consummate the transactions contemplated herebyTransactions. The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the transactions contemplated herebyTransactions, have been duly and validly authorized by the Company Board and, except for obtaining the approval of its stockholders as contemplated by Section 1.8 hereof, Directors and no other corporate action on the part of the Company Company, pursuant to the MGCL or otherwise, is necessary to authorize the execution and delivery by the Company of this Agreement Agreement, and the consummation by it of the transactions contemplated herebyTransactions, subject, in the case of the Merger, to the approval of the Merger and the other Transactions by the Company Stockholder Approval and the filing of the Articles of Merger with, and acceptance for record of the Articles of Merger by, the SDAT, and the due filing of the Certificate of Merger with the Delaware Secretary. This Agreement has been duly executed and delivered by the Company and, subject to the approval of its stockholders as contemplated by Section 1.8 hereof, and assuming due and valid authorization, execution and delivery hereof by the Company Operating Partnership, Parent and the PurchaserMerger Sub, is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms terms, except as that the enforcement hereof may be limited by (ai) bankruptcy, insolvency, reorganization reorganization, moratorium or other laws similar Laws, now or hereafter in effect effect, relating to creditors' ’ rights generally and (bii) general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law or in equityLaw). The affirmative vote of representations and warranties set forth in this Section 3.3(a) are not made with respect to the holders of a majority of the outstanding Shares, voting together as a single class, are the only votes of the holders of any class or series of the Company's capital stock necessary to approve this Agreement and the transactions contemplated herebyFinancing. (b) The Company Board Operating Partnership has full partnership power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Transactions. The execution, delivery and performance by the Company Operating Partnership of this Agreement, and the consummation by it of the Transactions, have been duly and validly approved authorized by the transactions contemplated hereby general partner of the Company Operating Partnership and no other action on the part of the Company Operating Partnership, pursuant to the DRULPA or otherwise, is necessary to authorize the execution and delivery by the Company Operating Partnership of this Agreement, and the consummation by it of the Transactions. This Agreement has been duly executed and delivered by the Company Operating Partnership and, assuming due and valid authorization, execution and delivery hereof by the Company, Parent and Merger Sub, is a valid and binding obligation of the Company Operating Partnership enforceable against the Company Operating Partnership in accordance with its terms, except that the enforcement hereof may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (ii) general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at Law). The representations and warranties set forth in this Section 3.3(b) are not made with respect to the Financing. (c) No consent from the holder of any Company OP Unit, other than the Company in its capacity as general partner, is required for the purposes Company or the Company Operating Partnership to enter into this Agreement or the consummation of Section 203 of the DGCL. Accordingly, the provisions of Section 203 of the DGCL will not apply to the transactions contemplated by this Agreement. No other state takeover statute or similar statute or regulation applies or purports to apply to the Offer, the Merger or the other transactions contemplated herebyTransactions. (c) The Company Board has taken all necessary action so that (i) the Rights will not be exercisable, trade separately, or be otherwise affected by the Offer, the Merger or the other transactions contemplated hereby, (ii) none of Parent and its affiliates will be deemed to be an "Acquiring Person" for purposes thereof and (iii) a "Distribution Date" shall not occur by virtue of the Offer, the Merger or the other transactions contemplated hereby. The Company will take any action reasonably requested by Parent to ensure and confirm that the Company, Parent and their respective affiliates will not have any obligations in connection with the Rights or the Rights Agreement in connection with the Offer, the Merger and the other transactions contemplated hereby.

Authorization; Validity of Agreement; Company Action. (a) The Company has full the necessary corporate power and authority to execute and deliver this Agreement and the Option Agreement and, subject to obtaining any necessary approval of this Agreement and the Merger by the stockholders of the Company, to consummate the transactions contemplated herebyTransactions. The execution, delivery and performance by the Company of this Agreement and the Option Agreement, and the consummation by it of the transactions contemplated herebyTransactions, have been duly and validly authorized by the Company its Board of Directors and, except for obtaining the approval of its stockholders as contemplated by Section 1.8 1.10 hereof, no other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement and the Option Agreement, and the consummation by it of the transactions contemplated herebyTransactions. This Each of this Agreement and the Option Agreement has been duly executed and delivered by the Company and, subject to the approval of its stockholders as contemplated by Section 1.8 hereof, and assuming due and valid authorization, execution and delivery hereof by Parent and the Purchaser, is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms except as that (i) such enforcement may be limited by (a) subject to applicable bankruptcy, insolvency, reorganization insolvency or other laws similar laws, now or hereafter in effect relating to effect, affecting creditors' rights generally generally, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceedings therefor may be brought. (b) general principles The provisions of equity (regardless Section 203 of whether enforceability is considered the DGCL, are not applicable to this Agreement, the Option Agreement, the Stockholder Agreement or the other Transactions, including the Merger and the purchase of Shares in a proceeding at law the Offer or in equity)pursuant to the exercise of the option granted under the Option Agreement. The affirmative vote of the holders of a majority of the outstanding Shares, voting together as a single class, are Shares is the only votes vote of the holders of any class or series of the Company's capital stock which may be necessary to approve this Agreement and the transactions contemplated herebyother Transactions, including the Merger. (b) The Company Board has duly and validly approved the transactions contemplated hereby for the purposes of Section 203 of the DGCL. Accordingly, the provisions of Section 203 of the DGCL will not apply to the transactions contemplated by this Agreement. No other state takeover statute or similar statute or regulation applies or purports to apply to the Offer, the Merger or the other transactions contemplated hereby. (c) The Company Board has taken all necessary action so that (i) the Rights will not be exercisable, trade separately, or be otherwise affected by the Offer, the Merger or the other transactions contemplated hereby, (ii) none of Parent and its affiliates will be deemed to be an "Acquiring Person" for purposes thereof and (iii) a "Distribution Date" shall not occur by virtue of the Offer, the Merger or the other transactions contemplated hereby. The Company will take any action reasonably requested by Parent to ensure and confirm that the Company, Parent and their respective affiliates will not have any obligations in connection with the Rights or the Rights Agreement in connection with the Offer, the Merger and the other transactions contemplated hereby.

Authorization; Validity of Agreement; Company Action. (a) The Company has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated herebyTransactions. The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the transactions contemplated herebyTransactions, have been duly and validly authorized by the Board of Directors of the Company Board and(the “Company Board”), except for obtaining the approval of its stockholders as contemplated by Section 1.8 hereof, and no other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement and the consummation by it of the transactions contemplated herebyTransactions, except that the consummation of the Merger requires the Company Shareholder Approval. This Agreement has been duly executed and delivered by the Company and, subject to the approval of its stockholders as contemplated by Section 1.8 hereof, and assuming due and valid authorization, execution and delivery hereof of this Agreement by Parent Acquiror and the PurchaserAcquisition Sub, is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms terms, except as that such enforcement may be limited by (a) subject to applicable bankruptcy, reorganization, insolvency, reorganization moratorium or other laws now or hereafter in effect relating to similar Laws affecting creditors' ’ rights generally and general principles of equitable relief. (b) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). The affirmative vote of the holders of three-fourths of the outstanding Shares entitled to vote (not including any shares deemed beneficially owned by a “Related Person,” as defined in the Company’s Restated Articles of Incorporation), as well as of a majority of the outstanding Sharesvoting power present, voting together as a single class, are in accordance with the Company’s Restated Articles of Incorporation to adopt this Agreement (the “Company Shareholder Approval”) is the only votes vote or consent of the holders of any class or series of the Company's ’s capital stock stock, or any of them, that is necessary to approve this Agreement and in connection with the transactions contemplated hereby. (b) The Company Board has duly and validly approved the transactions contemplated hereby for the purposes of Section 203 consummation of the DGCL. Accordingly, the provisions of Section 203 of the DGCL will not apply to the transactions contemplated by this Agreement. No other state takeover statute or similar statute or regulation applies or purports to apply to the Offer, the Merger or the other transactions contemplated herebyMerger. (c) The At a meeting duly called and held, the Company Board has taken all necessary action so that unanimously (i) determined that this Agreement and the Rights will not be exercisable, trade separately, or be otherwise affected by Transactions are fair to and in the Offer, best interests of the Merger or the other transactions contemplated herebyCompany’s shareholders, (ii) none of Parent approved this Agreement and its affiliates will be deemed to be an "Acquiring Person" for purposes thereof and the Transactions, (iii) directed that the adoption of this Agreement be submitted to a "Distribution Date" shall not occur by virtue vote at a meeting of the OfferCompany’s shareholders and (iv) resolved (subject to Section 5.3(d), Section 5.3(e) and Section 5.3(f)) to recommend to the Company’s shareholders that they adopt this Agreement (such recommendation, the Merger or the other transactions contemplated hereby. The “Company will take any action reasonably requested by Parent to ensure and confirm that the Company, Parent and their respective affiliates will not have any obligations in connection with the Rights or the Rights Agreement in connection with the Offer, the Merger and the other transactions contemplated herebyRecommendation”).

Authorization; Validity of Agreement; Company Action. (a) The Company has full all necessary corporate power and authority to execute and deliver this Agreement Agreement, to perform its obligations hereunder and to consummate the transactions contemplated herebyTransactions. The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the transactions contemplated herebyTransactions, have been duly and validly authorized by the Company Board and, except for obtaining the approval of its stockholders as contemplated by Section 1.8 hereof, Directors and no other corporate action on the part of the Company Company, pursuant to the MGCL, the DLLCA or otherwise, is necessary to authorize the execution and delivery by the Company of this Agreement Agreement, and the consummation by it of the transactions contemplated herebyTransactions, subject, in the case of the Company Merger, to the approval of the Company Merger and the other Transactions by the Company Stockholder Approval and the filing of the Articles of Merger with, and acceptance for record of the Articles of Merger by, the SDAT and the due filing of the Certificate of Merger with the DSOS. This Agreement has been duly executed and delivered by the Company and, subject to the approval of its stockholders as contemplated by Section 1.8 hereof, and assuming due and valid authorization, execution and delivery hereof by Parent the Company Operating Partnership, Parent, Merger Sub and the PurchaserPartnership Merger Sub, is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms terms, except as that the enforcement hereof may be limited by (ai) bankruptcy, insolvency, reorganization reorganization, moratorium or other laws similar Laws, now or hereafter in effect effect, relating to creditors' ’ rights generally and (bii) general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law or in equityLaw). The affirmative vote of the holders of a majority of the outstanding Shares, voting together as a single class, are the only votes of the holders of any class or series of the Company's capital stock necessary to approve this Agreement and the transactions contemplated hereby. (b) The Company Board Operating Partnership has all necessary power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Transactions. The execution, delivery and performance by the Company Operating Partnership of this Agreement, and the consummation by it of the Transactions, have been duly and validly approved authorized by the transactions contemplated hereby for the purposes of Section 203 general partner of the DGCL. Accordingly, Company Operating Partnership and no other action on the provisions of Section 203 part of the DGCL will not apply Company Operating Partnership, pursuant to the transactions contemplated DRULPA or otherwise, is necessary to authorize the execution and delivery by the Company Operating Partnership of this Agreement. No other state takeover statute or similar statute or regulation applies or purports to apply , and the consummation by it of the Transactions, subject, in the case of the Partnership Merger, to the Offerdue filing of the Certificate of Partnership Merger with the DSOS. This Agreement has been duly executed and delivered by the Company Operating Partnership and, assuming due and valid authorization, execution and delivery hereof by Company, Parent, Merger Sub and Partnership Merger Sub, is a valid and binding obligation of the Merger or Company Operating Partnership enforceable against the other transactions contemplated hereby. (c) The Company Board has taken all necessary action so Operating Partnership in accordance with its terms, except that the enforcement hereof may be limited by (i) the Rights will not be exercisablebankruptcy, trade separatelyinsolvency, reorganization, moratorium or be otherwise affected by the Offerother similar Laws, the Merger now or the other transactions contemplated herebyhereafter in effect, relating to creditors’ rights generally and (ii) none general principles of Parent and its affiliates will be deemed to be an "Acquiring Person" for purposes thereof and equity (iii) regardless of whether enforceability is considered in a "Distribution Date" shall not occur by virtue of the Offer, the Merger proceeding in equity or the other transactions contemplated hereby. The Company will take any action reasonably requested by Parent to ensure and confirm that the Company, Parent and their respective affiliates will not have any obligations in connection with the Rights or the Rights Agreement in connection with the Offer, the Merger and the other transactions contemplated herebyat Law).

Authorization; Validity of Agreement; Company Action. (a) The Company has full corporate power and authority to execute and deliver this Agreement each Basic Document and the Warrants, to issue the Units, the Shortfall Warrants and the Litigation Warrants and to consummate the transactions contemplated herebyhereby and thereby, except if more than 2,267,421 shares of Common Stock are required to be issued upon exercise of Warrants, additional shares must be authorized. The Certificate of Designation has been duly approved by the Company and filed with the Department of Consumer & Industry Services of the State of Michigan. The execution, delivery and performance by the Company of this Agreement, each Basic Document and the Warrants and the consummation by it of the transactions contemplated hereby, hereby and thereby have been duly authorized by the Board of Directors of the Company Board and, except for obtaining the other than shareholder approval of its stockholders as contemplated by Section 1.8 hereofthe Charter Amendment, no other corporate or shareholder action on the part of the Company is necessary to authorize the execution and execution, delivery or performance by the Company of this Agreement and any Basic Document or Warrant, the issuance of any Units, Shortfall Warrants or Litigation Warrants or the consummation by it of the transactions contemplated herebyhereby and thereby, except if more than 2,267,421 shares of Common Stock are required to be issued upon exercise of Warrants, additional shares must be authorized and if more than 200,000 shares of Series A-1 Preferred Stock or Series A-2 Preferred are required to be issued by reason of the payment of dividends in-kind on such sub-series, additional shares of such sub-series must be authorized. This Agreement has Agreement, the Registration Rights Agreement, the Attached Warrants and the Shortfall Warrants have been duly executed and delivered by the Company and, subject to the approval of its stockholders as contemplated by Section 1.8 hereof, and (assuming due and valid authorization, execution and delivery hereof and thereof by Parent the other parties hereto and thereto) this Agreement, the other Basic Documents, the Attached Warrants and the Purchaser, is a Shortfall Warrants are valid and binding obligation obligations of the Company enforceable against the Company in accordance with its terms their terms, except as that (i) such enforcement may be limited by (a) subject to applicable bankruptcy, insolvency, reorganization reorganization, moratorium or other laws similar laws, now or hereafter in effect relating to effect, affecting creditors' rights generally generally, and (bii) general principles the remedy of equity (regardless specific performance and injunctive and other forms of whether enforceability is considered in a proceeding at law or in equity). The affirmative vote equitable relief may be subject to equitable defenses and to the discretion of the holders court before which any proceeding therefor may be brought. If issued in accordance with the terms of a majority Section 5.04 hereof, the Litigation Warrants will be valid and binding obligations of the outstanding SharesCompany enforceable against the Company in accordance with their terms, voting together as a single class, are the only votes of the holders of any class or series of the Company's capital stock necessary to approve this Agreement and the transactions contemplated hereby. (b) The Company Board has duly and validly approved the transactions contemplated hereby for the purposes of Section 203 of the DGCL. Accordingly, the provisions of Section 203 of the DGCL will not apply to the transactions contemplated by this Agreement. No other state takeover statute or similar statute or regulation applies or purports to apply to the Offer, the Merger or the other transactions contemplated hereby. (c) The Company Board has taken all necessary action so except that (i) the Rights will not such enforcement may be exercisablesubject to applicable bankruptcy, trade separatelyinsolvency, reorganization, moratorium or be otherwise affected by the Offerother similar laws, the Merger now or the other transactions contemplated herebyhereafter in effect, affecting creditors' rights generally, and (ii) none the remedy of Parent specific performance and its affiliates will injunctive and other forms of equitable relief may be deemed subject to be an "Acquiring Person" for purposes thereof equitable defenses and (iii) a "Distribution Date" shall not occur by virtue to the discretion of the Offer, the Merger or the other transactions contemplated hereby. The Company will take court before which any action reasonably requested by Parent to ensure and confirm that the Company, Parent and their respective affiliates will not have any obligations in connection with the Rights or the Rights Agreement in connection with the Offer, the Merger and the other transactions contemplated herebyproceeding therefor may be brought.

Authorization; Validity of Agreement; Company Action. (a) The Company has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, subject to obtaining stockholder approval as described in this Section 3.3. The Special Committee, at a meeting held on June 25, 1998, unanimously resolved to recommend that the Board of Directors of the Company approve this Agreement and the Merger, and the Board of Directors of the Company, at a meeting duly called and held on June 25, 1998 at which all of the members of the Board of Directors were present, duly and unanimously adopted a resolution approving this Agreement and its execution, delivery and performance by the Company of this Agreement, and the consummation by it of the transactions contemplated hereby, have been duly authorized by recommended that the shareholders of the Company adopt this Agreement and the Merger, and determined that this Agreement and the Merger, are fair to the shareholders of the Company other than Parent and its Subsidiaries; provided, however, any such recommendation of the Special Committee or the Board andof Directors may be withdrawn, except for obtaining modified or amended to the approval of its stockholders as contemplated extent permitted by Section 1.8 hereof, no 5.5 of this Agreement. No other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement and the consummation by it of the transactions contemplated herebyhereby (except for the stockholder approval described in this Section 3.3). This Agreement has been duly executed and delivered by the Company and, subject to the approval of its stockholders as contemplated by Section 1.8 hereof, and assuming due and valid authorization, execution and delivery hereof by Parent and the PurchaserSub, is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms except as may be limited by (a) terms, subject to applicable bankruptcy, insolvency, reorganization or other insolvency and similar laws now or hereafter in effect relating to affecting creditors' rights generally and (b) to general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). The affirmative vote of the holders of a majority of the outstanding Shares, voting together as a single class, Shares are the only votes of the holders of any class or series of the Company's capital stock necessary under the DGCL and the Company's Certificate of Incorporation to approve adopt this Agreement and approve the transactions contemplated hereby. Section 203 of the DGCL is not applicable to the Merger. The provisions of Article X of the Company's Certificate of Incorporation will not apply to this Agreement, the Merger or any of the transactions contemplated hereby. (b) The Company Board has duly and validly approved the transactions contemplated hereby for the purposes of Section 203 of the DGCL. Accordingly, the provisions of Section 203 of the DGCL will not apply to the transactions contemplated by this Agreement. No other state takeover statute or similar statute or regulation applies or purports to apply to the Offer, the Merger or the other transactions contemplated hereby. (c) The Company Board has taken all necessary action so that (i) the Rights will not be exercisable, trade separately, or be otherwise affected by the Offer, the Merger or the other transactions contemplated hereby, (ii) none of Parent and its affiliates will be deemed to be an "Acquiring Person" for purposes thereof and (iii) a "Distribution Date" shall not occur by virtue of the Offer, the Merger or the other transactions contemplated hereby. The Company will take any action reasonably requested by Parent to ensure and confirm that the Company, Parent and their respective affiliates will not have any obligations in connection with the Rights or the Rights Agreement in connection with the Offer, the Merger and the other transactions contemplated hereby.

Authorization; Validity of Agreement; Company Action. (a) The Company has full corporate power and authority to execute and deliver this Agreement each Basic Document and the Warrants, to issue the Preferred Shares and the Warrants and to consummate the transactions contemplated herebyhereby and thereby. The Certificate of Designation has been duly approved by the Company and filed with the Secretary of State of the State of Delaware. The execution, delivery and performance by the Company of this Agreement, each Basic Document and the Warrants and the consummation by it of the transactions contemplated hereby, hereby and thereby have been duly authorized by the Board of Directors of the Company Board and, except for obtaining the approval of its stockholders as contemplated by Section 1.8 hereof, and no other corporate or shareholder action on the part of the Company is necessary to authorize the execution and execution, delivery or performance by the Company of this Agreement and any Basic Document or Warrant, the issuance of any Preferred Shares or Warrants or the consummation by it of the transactions contemplated herebyhereby and thereby. This Agreement, the Warrants and the Registration Rights Agreement has have been duly executed and delivered by the Company and, subject to the approval of its stockholders as contemplated by Section 1.8 hereof, and (assuming due and valid authorization, execution and delivery hereof by Parent the other parties hereto and thereto) this Agreement and the Purchaser, is a other Basic Documents are valid and binding obligation obligations of the Company enforceable against the Company in accordance with its terms their terms, except as that (i) such enforcement may be limited by (a) subject to applicable bankruptcy, insolvency, reorganization reorganization, moratorium or other laws similar laws, now or hereafter in effect relating to effect, affecting creditors' rights generally generally, and (b) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). The affirmative vote of the holders of a majority of the outstanding Shares, voting together as a single class, are the only votes of the holders of any class or series of the Company's capital stock necessary to approve this Agreement and the transactions contemplated hereby. (b) The Company Board has duly and validly approved the transactions contemplated hereby for the purposes of Section 203 of the DGCL. Accordingly, the provisions of Section 203 of the DGCL will not apply to the transactions contemplated by this Agreement. No other state takeover statute or similar statute or regulation applies or purports to apply to the Offer, the Merger or the other transactions contemplated hereby. (c) The Company Board has taken all necessary action so that (i) the Rights will not be exercisable, trade separately, or be otherwise affected by the Offer, the Merger or the other transactions contemplated hereby, (ii) none the remedy of Parent specific performance and its affiliates will injunctive and other forms of equitable relief may be deemed subject to be an "Acquiring Person" for purposes thereof equitable defenses and (iii) a "Distribution Date" shall not occur by virtue to the discretion of the Offer, the Merger or the other transactions contemplated hereby. The Company will take court before which any action reasonably requested by Parent to ensure and confirm that the Company, Parent and their respective affiliates will not have any obligations in connection with the Rights or the Rights Agreement in connection with the Offer, the Merger and the other transactions contemplated herebyproceeding therefor may be brought.

Authorization; Validity of Agreement; Company Action. (a) The Company has full corporate power and authority to execute and deliver this Agreement and and, subject to obtaining Stockholder Approval (as defined below) in the case of consummation of the Merger, to consummate the transactions contemplated herebyhereby (the “Transactions”). The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the transactions contemplated herebyTransactions, have been duly and validly authorized by the Company Board andBoard, except for obtaining the approval of its stockholders as contemplated by Section 1.8 hereof, and no other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement and the consummation by it of the transactions contemplated herebyTransactions, except that the consummation of the Merger requires the approval of the holders of a majority of the common stock, par value $0.01 per share, of the Company (such approval being the “Stockholder Approval” and such common stock being the “Company Common Stock”). This Agreement has been duly executed and delivered by the Company and, subject to the approval of its stockholders as contemplated by Section 1.8 hereof, and assuming due and valid authorization, execution and delivery hereof of this Agreement by Parent and the Purchaserother parties hereto, is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms terms, except as that (i) such enforcement may be limited by (a) subject to applicable bankruptcy, reorganization, insolvency, reorganization moratorium or other laws similar Laws, now or hereafter in effect relating to effect, affecting creditors' ’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (b) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). The affirmative vote Assuming the accuracy of the holders of a majority of representation and warranty in Section 4.4, the outstanding Shares, voting together as a single class, are Stockholder Approval is the only votes vote of the holders of any class or series of the Company's ’s capital stock that is necessary to approve this Agreement in connection with the consummation of the Merger and the transactions contemplated hereby. (b) The Company Board has duly and validly approved the transactions contemplated hereby for the purposes of Section 203 of the DGCL. Accordingly, the provisions of Section 203 of the DGCL will not apply to the transactions contemplated by this Agreement. No other state takeover statute or similar statute or regulation applies or purports to apply to the Offer, the Merger or the other transactions contemplated herebyTransactions. (c) The At a meeting duly called and held, the Company Board has taken all necessary action so that unanimously adopted resolutions, which resolutions have not been subsequently rescinded, modified or withdrawn in any way, in which the Company Board (i) determined that this Agreement and the Rights will not be exercisable, trade separately, or be otherwise affected by Transactions are fair to and in the Offer, best interests of the Merger or the other transactions contemplated herebyCompany’s stockholders and declared this Agreement advisable, (ii) none of Parent approved this Agreement and its affiliates will be deemed to be an "Acquiring Person" for purposes thereof and the Transactions, (iii) directed that the adoption of this Agreement be submitted to a "Distribution Date" shall not occur by virtue vote of the OfferCompany’s stockholders at the Special Meeting, the Merger or the other transactions contemplated hereby. The Company will take any action reasonably requested by Parent and (iv) (subject only to ensure and confirm Section 5.2) recommended that the Company, Parent ’s stockholders adopt and their respective affiliates will not have any obligations in connection with the Rights or the Rights approve this Agreement in connection with the Offer(such recommendation, the Merger and the other transactions contemplated hereby“Company Recommendation”).

Authorization; Validity of Agreement; Company Action. (a) The Company has full all necessary corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated herebyTransactions. The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the transactions contemplated herebyTransactions, have been duly and validly authorized by the Board of Directors of the Company Board and(the “Company Board”), except for obtaining the approval of its stockholders as contemplated by Section 1.8 hereof, and no other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement and the consummation by it of the transactions contemplated herebyTransactions, except that the consummation of the Merger requires the Shareholder Approval. This Agreement has been duly executed and delivered by the Company and, subject to the approval of its stockholders as contemplated by Section 1.8 hereof, and assuming due and valid authorization, execution and delivery hereof of this Agreement by Parent and the PurchaserMerger Sub, is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms terms, except as that (i) such enforcement may be limited by (a) subject to applicable bankruptcy, reorganization, insolvency, reorganization moratorium or other laws similar Laws, now or hereafter in effect relating to effect, affecting creditors' ’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (b) general principles Assuming the accuracy of equity (regardless of whether enforceability is considered the representation and warranty in a proceeding at law or in equity). The Section 4.4, the affirmative vote of the holders of at least a majority of the voting power of the outstanding Shares, voting together as a single class, are Shares to approve this Agreement (the “Shareholder Approval”) is the only votes vote or consent of the holders of any class or series of the Company's ’s capital stock stock, or any of them, that is necessary to approve this Agreement and in connection with the transactions contemplated hereby. (b) The Company Board has duly and validly approved the transactions contemplated hereby for the purposes of Section 203 consummation of the DGCL. Accordingly, the provisions of Section 203 of the DGCL will not apply to the transactions contemplated by this Agreement. No other state takeover statute or similar statute or regulation applies or purports to apply to the Offer, the Merger or the other transactions contemplated herebyMerger. (c) The At a meeting duly called and held, the Company Board has taken all necessary action so that unanimously (i) determined that this Agreement and the Rights will not be exercisableTransactions are advisable, trade separately, or be otherwise affected by fair to and in the Offer, best interests of the Merger or the other transactions contemplated herebyCompany and its shareholders, (ii) none of Parent approved this Agreement and its affiliates will be deemed to be an "Acquiring Person" for purposes thereof and the Transactions, (iii) directed that the approval of this Agreement be submitted to a "Distribution Date" shall not occur by virtue vote at a meeting of the OfferCompany’s shareholders, (iv) resolved (subject to Section 5.2) to recommend to the Company’s shareholders that they approve this Agreement (such recommendation, the Merger or the other transactions contemplated hereby. “Company Recommendation”). (d) The Company will take any action reasonably requested by Parent to ensure and confirm that copies of the Company, Parent ’s Amended and their respective affiliates will not have any obligations in connection with Restated Certificate of Incorporation (the Rights or the Rights Agreement in connection with the Offer, the Merger “Articles of Incorporation”) and the other transactions contemplated herebyCompany’s Amended and Restated Bylaws, each in the form most recently filed in the Company SEC Documents, are true, complete and correct copies of such documents as in effect as of the date of this Agreement.

Authorization; Validity of Agreement; Company Action. (a) The Company has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the transactions contemplated hereby, have been duly authorized by the Company Board and, except for obtaining the approval of its stockholders as contemplated by Section 1.8 1.7 hereof, no other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement and the consummation by it of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and, subject to the approval of its stockholders as contemplated by Section 1.8 1.7 hereof, and assuming due and valid authorization, execution and delivery hereof by Parent and the Purchaser, is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms except as may be limited by (a) bankruptcy, insolvency, reorganization or other laws now or hereafter in effect relating to creditors' rights generally and (b) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). The affirmative vote of the holders of a majority 66 2/3% of the outstanding Shares, voting together as a single class, are the only votes of the holders of any class or series of the Company's capital stock necessary to approve this Agreement and the transactions contemplated hereby. (b) The Company Board has duly and validly approved the transactions contemplated hereby for the purposes of Section 203 912 of the DGCLNYBCL. Accordingly, the provisions of Section 203 912 of the DGCL NYBCL will not apply to the transactions contemplated by this Agreement. No other state takeover statute or similar statute or regulation applies or purports to apply to the Offer, the Merger or the other transactions contemplated hereby. (c) The Company Board has taken all necessary action so that (i) the Rights will not be exercisable, trade separately, or be otherwise affected by the Offer, the Merger or the other transactions contemplated hereby, (ii) none of Parent and its affiliates will be deemed to be an "Acquiring Person" for purposes thereof and (iii) a "Distribution Date" shall not occur by virtue of the Offer, the Merger or the other transactions contemplated hereby. The Company will take any action reasonably requested by Parent to ensure and confirm that the Company, Parent and their respective affiliates will not have any obligations in connection with the Rights or the Rights Agreement in connection with the Offer, the Merger and the other transactions contemplated hereby.

Authorization; Validity of Agreement; Company Action. (a) The Company has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated herebyTransactions. The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the transactions contemplated herebyTransactions, have been duly and validly authorized by the Board of Directors of the Company Board and(the “Company Board”), except for obtaining the approval of its stockholders as contemplated by Section 1.8 hereof, and no other corporate action on the part of the Company is necessary to authorize the execution execution, delivery and delivery performance by the Company of this Agreement and the consummation by it of the transactions contemplated herebyTransactions, except that the consummation of the Merger requires the Stockholder Approval. This Agreement has been duly executed and delivered by the Company and, subject to the approval of its stockholders as contemplated by Section 1.8 hereof, and assuming due and valid authorization, execution and delivery hereof of this Agreement by Parent and the PurchaserMerger Sub, is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms terms, except as that (i) such enforcement may be limited by (a) subject to applicable bankruptcy, reorganization, insolvency, reorganization moratorium or other laws similar Laws, now or hereafter in effect relating to effect, affecting creditors' ’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (b) general principles Assuming the accuracy of equity (regardless of whether enforceability is considered the representation and warranty in a proceeding at law or in equity). The Section 4.4, the affirmative vote of the holders of a majority of the outstanding Shares, voting together as a single class, are Shares to adopt this Agreement (the “Stockholder Approval”) is the only votes vote or consent of the holders of any class or series of the Company's ’s capital stock necessary to approve this Agreement and the transactions contemplated hereby. (b) The Company Board has duly and validly approved the transactions contemplated hereby for the purposes of Section 203 of the DGCL. Accordingly, the provisions of Section 203 of the DGCL will not apply to the transactions contemplated by this Agreement. No other state takeover statute or similar statute or regulation applies or purports to apply to the Offer, the Merger or the other transactions contemplated hereby. (c) The Company Board has taken all necessary action so that (i) the Rights will not be exercisable, trade separatelystock, or be otherwise affected by the Offerany of them, the Merger or the other transactions contemplated hereby, (ii) none of Parent and its affiliates will be deemed to be an "Acquiring Person" for purposes thereof and (iii) a "Distribution Date" shall not occur by virtue of the Offer, the Merger or the other transactions contemplated hereby. The Company will take any action reasonably requested by Parent to ensure and confirm that the Company, Parent and their respective affiliates will not have any obligations is necessary in connection with the Rights or the Rights Agreement in connection with the Offer, consummation of the Merger and the other transactions contemplated herebyTransactions. Table of Contents (c) At a meeting duly called and held, the Company Board adopted resolutions, which resolutions have not been subsequently rescinded, modified or withdrawn in any way, in which it (i) determined that this Agreement and the Transactions are fair to and in the best interests of the Company’s stockholders and declared this Agreement advisable, (ii) approved this Agreement and the Transactions, (iii) directed that the adoption of this Agreement be submitted to a vote at a meeting of the Company’s stockholders and (iv) resolved (subject to Section 5.2) to recommend to the Company’s stockholders that they adopt this Agreement (such recommendation, the “Company Recommendation”).

Authorization; Validity of Agreement; Company Action. (a) The Company has full all necessary corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated herebyTransactions. The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the transactions contemplated herebyTransactions, have been duly and validly authorized by the Board of Directors of the Company Board and(the “Company Board”), except for obtaining the approval of its stockholders as contemplated by Section 1.8 hereof, and no other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement and the consummation by it of the transactions contemplated herebyTransactions, except that the consummation of the Merger requires the Stockholder Approval. This Agreement has been duly executed and delivered by the Company and, subject to the approval of its stockholders as contemplated by Section 1.8 hereof, and assuming due and valid authorization, execution and delivery hereof of this Agreement by Parent and the PurchaserMerger Sub, is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms terms, except as that (i) such enforcement may be limited by (a) subject to applicable bankruptcy, reorganization, insolvency, reorganization moratorium or other laws similar Laws, now or hereafter in effect relating to effect, affecting creditors' ’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (b) general principles Assuming the accuracy of equity (regardless of whether enforceability is considered the representation and warranty in a proceeding at law or in equity). The Section 4.4, the affirmative vote of the holders of a majority at least seventy-five percent of the voting power of the outstanding Shares, voting together as a single classdetermined in accordance with the Company’s Certificate of Incorporation, are to approve this Agreement (the “Stockholder Approval”) is the only votes vote or consent of the holders of any class or series of the Company's ’s capital stock stock, or any of them, that is necessary to approve this Agreement and in connection with the transactions contemplated hereby. (b) The Company Board has duly and validly approved the transactions contemplated hereby for the purposes of Section 203 consummation of the DGCL. Accordingly, the provisions of Section 203 of the DGCL will not apply to the transactions contemplated by this Agreement. No other state takeover statute or similar statute or regulation applies or purports to apply to the Offer, the Merger or the other transactions contemplated herebyMerger. (c) The At a meeting duly called and held, the Company Board has taken all necessary action so that unanimously (i) determined that this Agreement and the Rights will not be exercisableTransactions are advisable, trade separately, or be otherwise affected by fair to and in the Offer, best interests of the Merger or the other transactions contemplated herebyCompany and its stockholders, (ii) none of Parent approved this Agreement and its affiliates will be deemed to be an "Acquiring Person" for purposes thereof and the Transactions, (iii) directed that the approval of this Agreement be submitted to a "Distribution Date" shall not occur by virtue vote at a meeting of the OfferCompany’s stockholders, (iv) resolved (subject to Section 5.2) to recommend to the Company’s stockholders that they approve this Agreement (such recommendation, the Merger or the other transactions contemplated hereby. “Company Recommendation”). (d) The Company will take any action reasonably requested by Parent to ensure and confirm that copies of the Company, Parent and their respective affiliates will not have any obligations in connection with ’s Restated Certificate of Incorporation (the Rights or the Rights Agreement in connection with the Offer, the Merger “Certificate of Incorporation”) and the other transactions contemplated herebyCompany’s Amended and Restated By-laws, each in the form most recently filed in the Company SEC Documents, are true, complete and correct copies of such documents as in effect as of the date of this Agreement.

Authorization; Validity of Agreement; Company Action. (a) The Company has full all necessary corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated herebyperform its obligations hereunder. The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the transactions contemplated herebyTransactions, have been duly and validly authorized by the Board of Directors of the Company Board and(the “Company Board”), except for obtaining the approval of its stockholders as contemplated by Section 1.8 hereof, and no other corporate action on the part of the Company is necessary to authorize the execution execution, delivery and delivery performance by the Company of this Agreement and the consummation by it of the transactions contemplated herebyTransactions, except that the Merger requires such approvals as are set forth in the DGCL for mergers to be consummated pursuant to Section 251(h). This Agreement has been duly executed and delivered by the Company and, subject to the approval of its stockholders as contemplated by Section 1.8 hereof, and assuming due and valid authorization, execution and delivery hereof of this Agreement by the Parent and the PurchaserEntities, is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms terms, except as that (i) such enforcement may be limited by (a) subject to applicable bankruptcy, reorganization, insolvency, reorganization moratorium or other laws similar Laws, now or hereafter in effect relating to effect, affecting creditors' ’ rights generally and (bii) general principles the remedy of equity (regardless specific performance and injunctive and other forms of whether enforceability is considered in a proceeding at law or in equity). The affirmative vote equitable relief may be subject to equitable defenses and to the discretion of the holders of a majority of court before which any proceeding therefor may be brought (the outstanding Shares, voting together as a single class, are the only votes of the holders of any class or series of the Company's capital stock necessary to approve this Agreement and the transactions contemplated hereby“General Enforceability Exceptions”). (b) The At a meeting duly called and held, the Company Board has duly (i) determined that the Transactions are fair to and validly approved in the transactions contemplated hereby for the purposes of Section 203 best interests of the DGCL. AccordinglyCompany’s stockholders, (ii) approved and declared advisable the execution, delivery and performance of this Agreement and the consummation of the Transactions and (iii) resolved (subject to Section 5.2) to recommend acceptance of the Offer by the stockholders of the Company (such recommendation, the provisions of Section 203 of the DGCL will not apply to the transactions contemplated by this Agreement. No other state takeover statute or similar statute or regulation applies or purports to apply to the Offer, the Merger or the other transactions contemplated hereby“Company Recommendation”). (c) The Consent Agreement is in full force and effect, and is the valid, binding and enforceable obligation of the Company Board has taken all necessary action so that (i) the Rights will not be exercisable, trade separately, or be otherwise affected by the Offer, the Merger or the other transactions contemplated hereby, (ii) none of Parent and its affiliates will be deemed Subsidiaries, and to be an "Acquiring Person" for purposes thereof and (iii) a "Distribution Date" shall not occur by virtue the Knowledge of the Offer, the Merger or the other transactions contemplated hereby. The Company will take any action reasonably requested by Parent to ensure and confirm that the Company, Parent and their respective affiliates will not have any obligations in connection with the Rights or the Rights Agreement in connection with the Offer, the Merger and of the other transactions contemplated herebyparties thereto, subject to the General Enforceability Exceptions. A complete and executed copy of the Consent Agreement has been delivered to Parent.

Authorization; Validity of Agreement; Company Action. (a) The Company has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated herebyTransactions. The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the transactions contemplated herebyTransactions, have been duly and validly authorized by the Board of Directors of the Company Board and(the “Company Board”), except for obtaining the approval of its stockholders as contemplated by Section 1.8 hereof, and no other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement and the consummation by it of the transactions contemplated herebyTransactions, except that the consummation of the Merger requires the Shareholder Approval. This Agreement has been duly executed and delivered by the Company and, subject to the approval of its stockholders as contemplated by Section 1.8 hereof, and assuming due and valid authorization, execution and delivery hereof of this Agreement by Parent and the PurchaserMerger Sub, is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms terms, except as that (i) such enforcement may be limited by (a) subject to applicable bankruptcy, reorganization, insolvency, reorganization moratorium or other laws similar Laws, now or hereafter in effect relating to effect, affecting creditors' ’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (b) general principles Assuming the accuracy of equity (regardless of whether enforceability is considered the representation and warranty in a proceeding at law or in equity). The Section 4.4, the affirmative vote of the holders of a majority of the outstanding Shares, voting together as a single class, are Shares to adopt this Agreement (the “Shareholder Approval”) is the only votes vote or consent of the holders of any class or series of the Company's ’s capital stock stock, or any of them, that is necessary to approve this Agreement and in connection with the transactions contemplated hereby. (b) The Company Board has duly and validly approved the transactions contemplated hereby for the purposes of Section 203 consummation of the DGCL. Accordingly, the provisions of Section 203 of the DGCL will not apply to the transactions contemplated by this Agreement. No other state takeover statute or similar statute or regulation applies or purports to apply to the Offer, the Merger or the other transactions contemplated herebyMerger. (c) The At a meeting duly called and held, the Company Board has taken all necessary action so that (i) determined that this Agreement and the Rights will not be exercisable, trade separately, or be otherwise affected by Transactions are fair to and in the Offer, best interests of the Merger or the other transactions contemplated herebyCompany’s shareholders and declared this Agreement advisable, (ii) none of Parent approved this Agreement and its affiliates will be deemed to be an "Acquiring Person" for purposes thereof and the Transactions, (iii) directed that the adoption of this Agreement be submitted to a "Distribution Date" shall not occur by virtue vote at a meeting of the OfferCompany’s shareholders and (iv) resolved (subject to Section 5.2) to recommend to the Company’s shareholders that they adopt this Agreement (such recommendation, the Merger or the other transactions contemplated hereby. “Company Recommendation”). (d) The Company will take any action reasonably requested by Parent to ensure and confirm that copies of the Company’s Second Amended and Restated Articles of Incorporation and Second Amended and Restated Regulations, Parent in the forms most recently filed in the Company SEC Documents, are true, complete and their respective affiliates will not have any obligations correct copies of such documents as in connection with effect as of the Rights or the Rights Agreement in connection with the Offer, the Merger and the other transactions contemplated herebydate of this Agreement.

Authorization; Validity of Agreement; Company Action. (a) The Company has full corporate power and authority to execute and deliver this Agreement (including the Plan of Merger), the Option Agreement and to consummate the transactions contemplated herebyTransactions. The execution, delivery and performance by the Company of this Agreement (including the Plan of Merger) and the Option Agreement, and the consummation by it of the transactions contemplated herebyTransactions, have been duly and validly authorized by the Company Board and, except for obtaining the approval of its stockholders as contemplated by Section 1.8 hereof, Directors and no other corporate action on the part of the Company is necessary (other than, with respect to the Merger, the approval and adoption of the Merger, this Agreement and the Plan of Merger by holders of a majority of the Shares) to authorize the execution and delivery by the Company of this Agreement and the Option Agreement, and the consummation by it of the transactions contemplated herebyTransactions. This Each of this Agreement and the Option Agreement has been duly executed and delivered by the Company and, subject to the approval of its stockholders as contemplated by Section 1.8 hereof, and assuming due and valid authorization, execution and delivery hereof by Parent and the Purchaser, is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms except as that (i) such enforcement may be limited by (a) subject to applicable bankruptcy, insolvency, reorganization reorganization, moratorium or other laws similar laws, now or hereafter in effect relating to effect, affecting creditors' rights generally and (bii) general principles the remedy of equity (regardless specific performance and injunctive and other forms of whether enforceability is considered in a proceeding at law or in equity). The affirmative vote equitable relief may be subject to equitable defenses and to the discretion of the holders of a majority of the outstanding Shares, voting together as a single class, are the only votes of the holders of court before which any class or series of the Company's capital stock necessary to approve this Agreement and the transactions contemplated herebyproceedings therefor may be brought. (b) The Company Board of Directors has duly and validly approved the transactions contemplated hereby for the purposes of Section 203 of the DGCL. Accordinglythis Agreement, the provisions Plan of Section 203 Merger, the Option Agreement, the Shareholders Agreement and the Transactions, including the Offer, the Merger, and the acquisition of the DGCL will not apply to the transactions contemplated by this Agreement. No other state takeover statute or similar statute or regulation applies or purports to apply Shares pursuant to the Offer, the Option Agreement, the Shareholders Agreement and the Merger for the purposes of Article 14 and Article 14.1 of the VSCA such that the provisions of Article 14 and Article 14.1 of the VSCA will not apply to any of the Transactions, including the Offer and the Merger, such approval occurring prior to the time Parent or the other transactions contemplated hereby. (c) The Company Board has taken all necessary action so Purchaser became an "interested shareholder," as that (i) term is defined in Section 13.1-725 of the Rights will not be exercisable, trade separately, or be otherwise affected by the OfferVSCA. This Agreement, the Merger or Plan of Merger, the other transactions contemplated herebyOption Agreement, (ii) none of Parent the Shareholders Agreement and its affiliates will be deemed to be an "Acquiring Person" for purposes thereof the Transactions have been duly and (iii) validly approved by at least a "Distribution Date" shall not occur by virtue majority of the Offer, the Merger or the other transactions contemplated hereby. The Company will take any action reasonably requested by Parent to ensure and confirm that "disinterested directors" of the Company, Parent and their respective affiliates will not have any obligations as that term is defined in connection with Section 13.1-725 of the Rights or the Rights Agreement in connection with the Offer, the Merger and the other transactions contemplated herebyVSCA.

Authorization; Validity of Agreement; Company Action. (a) The Company has full the requisite corporate power and authority to execute and deliver this Agreement Agreement, and, subject to the terms and to conditions of this Agreement, consummate the transactions contemplated herebyContemplated Transactions. The execution, delivery and performance by the Company of this Agreement, and the consummation by it the Company of the transactions contemplated herebyContemplated Transactions, have been duly authorized by the Company Board and, except Board. Except for obtaining the approval filing and recordation of its stockholders appropriate merger documents as contemplated required by Section 1.8 hereofthe DGCL, no other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement and, subject to the terms and conditions of this Agreement, the consummation by it of the transactions contemplated herebyContemplated Transactions. This Agreement has been duly executed and delivered by the Company and, subject to the approval of its stockholders as contemplated by Section 1.8 hereof, and (assuming due and valid authorization, execution and delivery hereof by Parent each of the Purchaser Parties and assuming the Purchaseraccuracy of the representations in Section 5.7), is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms terms, except as enforceability may be limited by (a) bankruptcy, insolvency, reorganization or other laws now or hereafter in effect relating to creditors' rights generally and (b) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). The affirmative vote of the holders of a majority of the outstanding Shares, voting together as a single class, are the only votes of the holders of any class or series of the Company's capital stock necessary to approve this Agreement and the transactions contemplated herebyEnforceability Exceptions. (b) The Company Board Board, at a meeting duly called and held, as determined in good faith, after consultation with its financial advisor and outside legal counsel, has duly and validly approved the transactions contemplated hereby for the purposes of Section 203 of the DGCL. Accordingly, the provisions of Section 203 of the DGCL will not apply to the transactions contemplated by this Agreement. No other state takeover statute or similar statute or regulation applies or purports to apply to the Offer, the Merger or the other transactions contemplated hereby. (c) The Company Board has taken all necessary action so that unanimously (i) determined that this Agreement and the Rights will not be exercisableContemplated Transactions, trade separatelyincluding the Offer and the Merger, or be otherwise affected by are advisable and in the Offerbest interests of, and fair to, the Merger or Company’s stockholders (other than the other transactions contemplated hereby, members of the Purchaser Group); (ii) none of Parent approved this Agreement and its affiliates will be deemed to be an "Acquiring Person" for purposes thereof the Contemplated Transactions, including the Offer and the Merger; and (iii) a "Distribution Date" shall not occur by virtue resolved to recommend that the stockholders of the Company accept the Offer and tender their Shares in the Offer. Each member of the Board is not (and has never been) employed by, and does not serve (and has never served) on the Merger board of directors of, and does not have (nor has he or she ever had) any material relationship with, any of the other transactions contemplated herebyPurchaser Parties or any of their Affiliates or any of their officers or directors; provided that the fact that Parent is the majority stockholder of the Company does not, in and of itself, constitute a material relationship. The Company will take any action reasonably requested by Parent Board had the opportunity to ensure hire, and confirm in fact hired, legal and financial advisors that are independent of the Company, Parent Purchaser Parties and their respective affiliates will not have any obligations in connection with the Rights or the Rights Agreement in connection with the Offer, the Merger and the other transactions contemplated herebyAffiliates.

Authorization; Validity of Agreement; Company Action. (a) The Company has full the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated herebyperform its obligations hereunder. The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the transactions contemplated herebyTransactions, have been duly and validly authorized by the Board of Directors of the Company Board and(the “Company Board”), except for obtaining the approval of its stockholders as contemplated by Section 1.8 hereof, and no other corporate action on the part of the Company is necessary to authorize the execution execution, delivery and delivery performance by the Company of this Agreement and the consummation by it of the transactions contemplated herebyTransactions, except that the consummation of the Merger requires the Stockholder Approval. This Agreement has been duly executed and delivered by the Company and, subject to the approval of its stockholders as contemplated by Section 1.8 hereof, and assuming due and valid authorization, execution and delivery hereof of this Agreement by Parent and the PurchaserMerger Sub, is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms terms, except as that (i) such enforcement may be limited by (a) subject to applicable bankruptcy, reorganization, insolvency, reorganization moratorium or other laws similar Laws, now or hereafter in effect relating to effect, affecting creditors' ’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought (the “General Enforceability Exceptions”). (b) general principles Assuming the accuracy of equity (regardless of whether enforceability is considered the representations and warranties in a proceeding at law or in equitySection 4.4(a). The , the affirmative vote of the holders of a majority of the outstanding Shares, voting together as a single class, are shares of Company Common Stock entitled to vote thereon to adopt this Agreement (the “Stockholder Approval”) is the only votes vote or consent of the holders of any class or series of the Company's ’s capital stock that is necessary to approve this Agreement and in connection with the transactions contemplated hereby. (b) The Company Board has duly and validly approved the transactions contemplated hereby for the purposes of Section 203 consummation of the DGCL. Accordingly, the provisions of Section 203 of the DGCL will not apply to the transactions contemplated by this Agreement. No other state takeover statute or similar statute or regulation applies or purports to apply to the Offer, the Merger or the other transactions contemplated herebyMerger. (c) The At a meeting duly called and held, the Company Board has taken all necessary action so that (i) the Rights will not be exercisable, trade separately, or be otherwise affected by the Offer, determined that the Merger or is fair to and in the other transactions contemplated herebybest interests of the Company’s stockholders, (ii) none approved and declared advisable the execution, delivery and performance of Parent this Agreement and its affiliates will be deemed to be an "Acquiring Person" for purposes thereof the consummation of the Transactions, including the Merger, and (iii) a "Distribution Date" shall not occur by virtue of resolved (subject to Section 5.2) to recommend to the OfferCompany’s stockholders that they adopt this Agreement (such recommendation, the Merger or the other transactions contemplated hereby. The “Company will take any action reasonably requested Recommendation”) and direct that such matter be submitted for consideration by Parent to ensure and confirm that the Company, Parent and their respective affiliates will not have any obligations in connection with ’s stockholders at the Rights or the Rights Agreement in connection with the Offer, the Merger and the other transactions contemplated herebySpecial Meeting.

Authorization; Validity of Agreement; Company Action. (a) The Company has full all requisite corporate power and authority to execute and deliver this Agreement and, subject to approval of the Merger and adoption of the Plan of Merger by the shareholders of the Company, to consummate the transactions contemplated herebyTransactions. The execution, delivery and performance by the Company of this Agreement, and the consummation by it the Company of the transactions contemplated herebyTransactions, have been duly and validly authorized by the Company Board andand the Special Committee, except for obtaining the approval of its stockholders as contemplated by Section 1.8 hereof, and no other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement and the consummation by it the Company of the transactions contemplated herebyTransactions, except for approval of the Merger and adoption of the Plan of Merger by the affirmative vote of the holders of a majority of the voting power of all of the outstanding Common Shares (the “Shareholder Approval”) and subject to the filing of appropriate merger documents as required under the MBCA. This Agreement has been duly executed and delivered by the Company and, subject to the approval of its stockholders as contemplated by Section 1.8 hereof, and assuming due and valid authorization, execution and delivery hereof of this Agreement by Parent and the Purchaserother parties hereto, is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms terms, except as that (x) such enforcement may be limited by (a) subject to applicable bankruptcy, reorganization, insolvency, reorganization moratorium or other laws similar Laws, now or hereafter in effect relating to effect, affecting creditors' ’ rights generally and (y) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (b) general principles of equity (regardless of whether enforceability The Shareholder Approval is considered in a proceeding at law or in equity). The affirmative vote of the holders of a majority of the outstanding Shares, voting together as a single class, are the only votes approval of the holders of any class or series of the Company's ’s capital stock that is necessary to approve this Agreement in connection with the consummation of the Merger and the transactions contemplated hereby. (b) The Company Board has duly and validly approved the transactions contemplated hereby for the purposes of Section 203 of the DGCL. Accordingly, the provisions of Section 203 of the DGCL will not apply to the transactions contemplated by this Agreement. No other state takeover statute or similar statute or regulation applies or purports to apply to the Offer, the Merger or the other transactions contemplated herebyTransactions. (c) The At a meeting duly called and held, the Company Board has taken all necessary action so that (upon the unanimous recommendation of the Special Committee) unanimously adopted resolutions, which resolutions have not been subsequently rescinded, modified or withdrawn in any way, in which the Company Board (i) determined that this Agreement and the Rights will not be exercisable, trade separately, or be otherwise affected by Transactions are advisable and fair to and in the Offer, best interests of the Merger or the other transactions contemplated herebyCompany and its shareholders, (ii) none approved this Agreement, the Plan of Parent Merger and its affiliates will be deemed to be an "Acquiring Person" for purposes thereof and the Transactions, (iii) a "Distribution Date" shall not occur by virtue of the Offer, the Merger or the other transactions contemplated hereby. The Company will take any action reasonably requested by Parent to ensure and confirm directed that the Company, Parent and their respective affiliates will not have any obligations in connection with the Rights or the Rights Agreement in connection with the Offer, the Merger and the Plan of Merger be submitted to the Company’s shareholders for approval and adoption, and (iv) (subject to the other transactions contemplated herebyprovisions of this Agreement) resolved to recommend that the Company’s shareholders approve the Merger and approve and adopt the Plan of Merger and this Agreement (such recommendation, the “Company Recommendation”). (d) The Company has delivered or made available to Parent complete and correct copies of the Company Charter Documents and all Subsidiary Charter Documents. (e) The filing of the Proxy Statement with the SEC has been duly authorized and approved by the Company Board.

Authorization; Validity of Agreement; Company Action. (a) The Company has full the requisite corporate power and authority to execute and deliver this Agreement and the Registration Rights Agreement, to perform its obligations under this Agreement and the Registration Rights Agreement and to consummate the transactions contemplated herebyby this Agreement and the Registration Rights Agreement. The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the transactions contemplated hereby, have been duly authorized by the Company Board and, except for obtaining the approval of its stockholders as contemplated by Section 1.8 hereof, no other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement and the Registration Rights Agreement and the consummation by it the Company of the transactions contemplated herebyby this Agreement and the Registration Rights Agreement have been duly authorized by, and this Agreement and the Registration Rights Agreement and each of the transactions contemplated by this Agreement and the Registration Rights Agreement have been validly approved by, the requisite vote of the Company’s Board of Directors. No other corporate action or proceeding on the part of the Company is necessary for the execution and delivery by the Company of this Agreement or the Registration Rights Agreement, the performance by the Company of its obligations under this Agreement or the Registration Rights Agreement or the consummation by the Company of the transactions contemplated by the this Agreement or the Registration Rights Agreement. This Agreement has and the Registration Rights Agreement have been duly executed and delivered by the Company and, subject to the approval of its stockholders as contemplated by Section 1.8 hereof, and assuming due and valid authorization, execution and delivery hereof of this Agreement and the Registration Rights Agreement, respectively, by Parent and the Purchaser, each of this Agreement and the Registration Rights Agreement is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms except terms, subject, as may be limited by to enforcement, to (ai) applicable bankruptcy, insolvency, reorganization reorganization, moratorium or other similar laws now or hereafter hereinafter in effect relating to affecting creditors' ’ rights generally and (bii) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). The affirmative vote of the holders of a majority of the outstanding Shares, voting together as a single class, are the only votes of the holders of any class or series of the Company's capital stock necessary to approve this Agreement and the transactions contemplated hereby. (b) The Company Board has duly and validly approved the transactions contemplated hereby for the purposes of Section 203 of the DGCL. Accordingly, the provisions of Section 203 of the DGCL will not apply to the transactions contemplated by this Agreement. No other state takeover statute or similar statute or regulation applies or purports to apply to the Offer, the Merger or the other transactions contemplated hereby. (c) The Company Board has taken all necessary action so that (i) the Rights will not be exercisable, trade separately, or be otherwise affected by the Offer, the Merger or the other transactions contemplated hereby, (ii) none of Parent and its affiliates will be deemed to be an "Acquiring Person" for purposes thereof and (iii) a "Distribution Date" shall not occur by virtue of the Offer, the Merger or the other transactions contemplated hereby. The Company will take any action reasonably requested by Parent to ensure and confirm that the Company, Parent and their respective affiliates will not have any obligations in connection with the Rights or the Rights Agreement in connection with the Offer, the Merger and the other transactions contemplated hereby.

Authorization; Validity of Agreement; Company Action. (a) The Company has full all necessary corporate power and authority to execute and deliver this Agreement and and, subject to obtaining any necessary approval of its stock holders for the Merger, to consummate the transactions contemplated herebyTransactions. The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the transactions contemplated herebyTransactions, have been duly authorized by the Company its Board and, except for obtaining the approval of its stockholders as contemplated by Section 1.8 hereof, Directors and no other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement and the consummation by it of the transactions Transactions (other than, with respect to the Merger, obtaining any approval of its stockholders as contemplated herebyby Section 1.9 hereof and the filing of the Certificate of Merger as required by the DGCL). This Agreement has been duly executed and delivered by the Company and, subject to the approval of its stockholders as contemplated by Section 1.8 hereof, and assuming due and valid authorization, execution and delivery hereof thereof by Parent and the Purchaser, is constitutes a valid and binding obligation of the Company enforceable against the Company in accordance with its terms their terms, except as that (i) such enforcement may be limited by (a) subject to applicable bankruptcy, insolvency, reorganization reorganization, moratorium or other laws similar laws, now or hereafter in effect relating to effect, affecting creditors' rights generally generally, and (bii) general principles the remedy of equity (regardless specific performance and injunctive and other forms of whether enforceability is considered in a proceeding at law or in equity). The affirmative vote equitable relief may be subject to equitable defenses and to the discretion of the holders of a majority of the outstanding Shares, voting together as a single class, are the only votes of the holders of court before which any class or series of the Company's capital stock necessary to approve this Agreement and the transactions contemplated herebyproceeding therefor may be brought. (b) The Company Board of Directors of the Company, at a meeting duly called and held, has unanimously (i) determined that each of the Agreement, the Offer and the Merger are fair to and in the best interests of the stockholders of the Company; (ii) duly and validly approved and taken all corporate action required to be taken by the transactions contemplated hereby for Board of Directors to authorize the purposes of Section 203 consummation of the DGCL. Accordingly, the provisions of Section 203 of the DGCL will not apply to the transactions contemplated by this Agreement. No other state takeover statute or similar statute or regulation applies or purports to apply to the Offer, the Merger or the other transactions contemplated hereby. (c) The Company Board has taken all necessary action so that (i) the Rights will not be exercisable, trade separately, or be otherwise affected by the Offer, the Merger or the other transactions contemplated hereby, (ii) none of Parent and its affiliates will be deemed to be an "Acquiring Person" for purposes thereof Transactions; and (iii) a "Distribution Date" shall not occur by virtue resolved to recommend that the stockholders of the Company accept the Offer, tender their Shares to the Merger or Purchaser pursuant to the other transactions contemplated hereby. The Company will take any action reasonably requested by Parent to ensure Offer and confirm that the Company, Parent approve and their respective affiliates will not have any obligations in connection with the Rights or the Rights adopt this Agreement in connection with the Offer, the Merger and the other transactions contemplated herebyMerger, and none of the aforesaid actions by the Board of Directors of the Company has been amended, rescinded or modified.

Authorization; Validity of Agreement; Company Action. (a) The Company has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, subject to obtaining stockholder approval as described in this Section 3.3. The Board of Directors, at a meeting duly called and held on November 5, 1998 at which all of the members of the Board of Directors were present, duly adopted a resolution by a vote of five in favor and two opposed approving this Agreement and its execution, delivery and performance by the Company of this Agreement, and the consummation by it of the transactions contemplated hereby, have been duly authorized by recommended that the stockholders of the Company adopt this Agreement and the Merger, and determined that this Agreement and the Merger, are fair to the stockholders of the Company other than Parent and its Subsidiaries; PROVIDED, HOWEVER, any such recommendation of the Board andof Directors may be withdrawn, except for obtaining modified or amended to the approval of its stockholders as contemplated extent permitted by Section 1.8 hereof, no 5.5 of this Agreement. No other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement and the consummation by it of the transactions contemplated herebyhereby (except for the stockholder approval described in this Section 3.3 and in Section 6.1(a)(ii)). This Agreement has been duly executed and delivered by the Company and, subject to the approval of its stockholders as contemplated by Section 1.8 hereof, and assuming due and valid authorization, execution and delivery hereof by Parent and the PurchaserSub, is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms except as may be limited by (a) terms, subject to applicable bankruptcy, insolvency, reorganization or other insolvency and similar laws now or hereafter in effect relating to affecting creditors' rights generally and (b) to general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). The affirmative vote of the holders of a majority of the outstanding Shares, voting together as a single class, Shares are the only votes of the holders of any class or series of the Company's capital stock necessary under the DGCL and the Company's Certificate of Incorporation to approve adopt this Agreement and approve the transactions contemplated hereby. Section 203 of the DGCL is not applicable to the Merger. The provisions of Article X of the Company's Certificate of Incorporation will not apply to this Agreement, the Merger or any of the transactions contemplated hereby. (b) The Company Board has duly and validly approved the transactions contemplated hereby for the purposes of Section 203 of the DGCL. Accordingly, the provisions of Section 203 of the DGCL will not apply to the transactions contemplated by this Agreement. No other state takeover statute or similar statute or regulation applies or purports to apply to the Offer, the Merger or the other transactions contemplated hereby. (c) The Company Board has taken all necessary action so that (i) the Rights will not be exercisable, trade separately, or be otherwise affected by the Offer, the Merger or the other transactions contemplated hereby, (ii) none of Parent and its affiliates will be deemed to be an "Acquiring Person" for purposes thereof and (iii) a "Distribution Date" shall not occur by virtue of the Offer, the Merger or the other transactions contemplated hereby. The Company will take any action reasonably requested by Parent to ensure and confirm that the Company, Parent and their respective affiliates will not have any obligations in connection with the Rights or the Rights Agreement in connection with the Offer, the Merger and the other transactions contemplated hereby.

Authorization; Validity of Agreement; Company Action. (a) The Assuming the accuracy of the representations in Section 5.7, the Company has full the requisite corporate power and authority to execute and deliver this Agreement and Agreement, and, subject to obtaining the Company Stockholder Approval, to consummate the Merger and the transactions contemplated hereby. The execution, delivery and performance by the Company of this Agreement, and the consummation by it the Company of the Merger and the transactions contemplated hereby, have been duly authorized by the Company Board andBoard. Assuming the accuracy of the representations in Section 5.7, except for obtaining the approval Company Stockholder Approval and the filing and recordation of its stockholders appropriate merger documents as contemplated required by Section 1.8 hereofthe DGCL, no other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement and the consummation by it of the Merger and the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and, subject to the approval of its stockholders as contemplated by Section 1.8 hereof, and Company Stockholder Approval (assuming due and valid authorization, execution and delivery hereof by Parent each of the Purchaser Parties and assuming the Purchaseraccuracy of the representations in Section 5.7), is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms terms, except as enforceability may be limited by (a) bankruptcy, insolvency, reorganization or other laws now or hereafter in effect relating to creditors' rights generally and (b) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). The affirmative vote of the holders of a majority of the outstanding Shares, voting together as a single class, are the only votes of the holders of any class or series of the Company's capital stock necessary to approve this Agreement and the transactions contemplated herebyEnforceability Exceptions. (b) The Company Board has duly and validly approved the transactions contemplated hereby for the purposes Special Committee is composed of Section 203 three members of the DGCLBoard who are Unaffiliated Directors. AccordinglyThe Board, at a meeting duly called and held, and acting upon the provisions of Section 203 recommendation of the DGCL will not apply to the transactions contemplated by this Agreement. No Special Committee (as determined in good faith, after consultation with its financial advisor and outside legal counsel), (other state takeover statute or similar statute or regulation applies or purports to apply to the Offer, the Merger or the other transactions contemplated hereby. (cthan HP Jin and ▇▇▇▇▇▇ ▇▇▇▇) The Company Board has taken all necessary action so that unanimously (i) the Rights will not be exercisable, trade separately, or be otherwise affected by the Offer, the Merger or the other transactions contemplated hereby, (ii) none of Parent and its affiliates will be deemed to be an "Acquiring Person" for purposes thereof and (iii) a "Distribution Date" shall not occur by virtue of the Offer, the Merger or the other transactions contemplated hereby. The Company will take any action reasonably requested by Parent to ensure and confirm determined that the Company, Parent and their respective affiliates will not have any obligations in connection with the Rights or the Rights Agreement in connection with the Offerthis Agreement, the Merger and the other transactions contemplated herebyhereby are advisable and in the best interests of, and fair to, the Company’s stockholders; (ii) approved this Agreement and the Merger; and (iii) resolved to recommend that the stockholders of the Company adopt the Merger Agreement and approve the Merger. The Board, acting upon the recommendation of the Special Committee, has directed that this Agreement be submitted to the stockholders of the Company at the Company Meeting for their adoption.

Authorization; Validity of Agreement; Company Action. (a) The Company has full the requisite corporate power and authority to execute and deliver this Agreement and and, subject to obtaining the approval of holders of a majority of the outstanding shares of Common Stock in favor of adoption of this Agreement (“Stockholder Approval”), to consummate the transactions contemplated herebyhereby and perform its obligations hereunder. The execution, delivery and performance by the Company of this Agreement, Agreement and the consummation by it the Company of the transactions contemplated hereby, hereby have been duly and validly authorized by the Company Board and(acting upon the unanimous recommendation of the Special Committee), except for obtaining the approval of its stockholders as contemplated by Section 1.8 hereof, and no other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement and and, except for Stockholder Approval, the consummation by it of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and, subject to the approval of its stockholders as contemplated by Section 1.8 hereof, and assuming due and valid authorization, execution and delivery hereof by each of Parent and the PurchaserMerger Sub, is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms terms, except as that (i) such enforcement may be limited by (a) subject to applicable bankruptcy, insolvency, reorganization reorganization, moratorium or other laws similar laws, now or hereafter in effect relating to effect, affecting creditors' ’ rights and remedies generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (b) general principles of equity (regardless of whether enforceability is considered The Special Committee has determined that the transactions contemplated hereby are advisable and fair to and in a proceeding at law or in equity). The affirmative vote the best interests of the holders of a majority of Company and its stockholders and has unanimously recommended that the outstanding Shares, voting together as a single class, are the only votes of the holders of any class or series of the Company's capital stock necessary to full Company Board approve this Agreement and the transactions contemplated hereby. (b) . The Company Board has Board, at a meeting duly called and validly approved held (and acting upon the transactions contemplated hereby for the purposes of Section 203 unanimous recommendation of the DGCL. AccordinglySpecial Committee), the provisions of Section 203 of the DGCL will not apply to the transactions contemplated unanimously by this Agreement. No other state takeover statute or similar statute or regulation applies or purports to apply to the Offer, the Merger or the other transactions contemplated hereby. (c) The Company Board has taken all necessary action so that those present adopted resolutions (i) determining that this Agreement and the Rights will not be exercisable, trade separately, or be otherwise affected by the Offer, the Merger or the other transactions contemplated hereby, including the Merger, is advisable, fair to and in the best interests of the Company and its stockholders, (ii) none approving and declaring advisable this Agreement, including the execution, delivery and performance by the Company of Parent this Agreement and its affiliates will be deemed to be an "Acquiring Person" for purposes thereof the consummation of the transactions contemplated hereby, including the Merger, and (iii) a "Distribution Date" shall not occur recommending adoption of this Agreement by virtue the stockholders of the Offer, Company (the Merger or the other transactions contemplated hereby. The “Company will take any action reasonably requested by Parent to ensure and confirm that the Company, Parent and their respective affiliates will not have any obligations in connection with the Rights or the Rights Agreement in connection with the Offer, the Merger and the other transactions contemplated herebyRecommendation”).

Authorization; Validity of Agreement; Company Action. (a) The Company has full the requisite corporate power and authority to execute and deliver this Agreement and to perform its obligations under this Agreement and to consummate the transactions contemplated herebyTransactions (as defined below), subject to receipt of the Stockholder Approval. The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the transactions contemplated hereby, have been duly authorized by the Company Board and, except for obtaining the approval of its stockholders as contemplated by Section 1.8 hereof, no other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement and the consummation by it the Company of the transactions contemplated herebyTransactions have been duly authorized by, and this Agreement and the Transactions have been validly approved by, the requisite vote of the Company’s Board of Directors and Audit Committee, subject to receipt of the Stockholder Approval. The Company has reserved for issuance, or shall have reserved for issuance prior to the Initial Expiration Date (as defined below), subject to receipt of the Stockholder Approval, the Purchase Right Shares and the Anti-Dilution Shares. This Agreement has been duly executed and delivered by the Company and, subject to the approval of its stockholders as contemplated by Section 1.8 hereof, and assuming due and valid authorization, execution and delivery hereof of this Agreement by Parent the Purchaser and receipt of the PurchaserStockholder Approval, is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms except terms, subject, as may be limited by to enforcement, to (ai) applicable bankruptcy, insolvency, reorganization reorganization, moratorium or other similar laws now or hereafter hereinafter in effect relating to affecting creditors' ’ rights generally and (bii) general principles of equity equity. As used herein, (regardless of whether enforceability is considered in a proceeding at law or in equity). The affirmative vote of a) “Stockholder Approval” means the requisite approval by the holders of a majority of the outstanding SharesCommon Stock under the NYSE Amex Company Guide, voting together as a single class, are the only votes of the holders of any class or series of Delaware General Corporation Law and the Company's capital stock necessary to approve this Agreement and the transactions contemplated hereby. (b) The Company Board has duly and validly approved the transactions contemplated hereby for the purposes ’s organizational documents, as applicable, of Section 203 of the DGCL. Accordingly, the provisions of Section 203 of the DGCL will not apply to the transactions contemplated by this Agreement. No other state takeover statute or similar statute or regulation applies or purports to apply to the Offer, the Merger or the other transactions contemplated hereby. (c) The Company Board has taken all necessary action so that (i) (x) the Rights will not be exercisable, trade separately, or be otherwise affected by issuance of the Offer, Initial Shares (the Merger or “Initial Share Stockholder Approval”) and (y) the other transactions contemplated herebygrant of the Charney Anti-Dilution Provision and the issuance of the Anti-Dilution Shares, (ii) none an amendment to the Company’s Certificate of Parent Incorporation to increase the number of authorized shares of Common Stock in a number sufficient to include the Purchase Right Shares initially issuable pursuant to the Purchase Right, the Anti-Dilution Shares and its affiliates will be deemed to be an "Acquiring Person" for purposes thereof the Other Purchaser Purchase Right Shares initially issuable under the Other Purchase Agreement, and (iii) a "Distribution Date" shall not occur by virtue the issuance of the OfferPurchase Right Shares and the issuance of the Other Purchaser Purchase Right Shares; and (b) “Transactions” means the Sale, the Merger or issuance of the other transactions contemplated hereby. The Company will take any action reasonably requested by Parent to ensure and confirm that the Company, Parent and their respective affiliates will not have any obligations in connection with the Rights or the Rights Agreement in connection with the OfferInitial Shares, the Merger entering into and granting of the Purchase Right, the issuance of the Purchase Right Shares, including any Additional Shares (as defined below), and the other transactions contemplated herebygranting of the Charney Anti-Dilution Provision and the issuance of the Anti-Dilution Shares.

Authorization; Validity of Agreement; Company Action. (a) The Company has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance by the Company of this Agreement, Agreement and the consummation by it the Company of the transactions contemplated hereby, Transactions are within the Company’s corporate powers and have been duly authorized by the Company Board and, except for obtaining the approval of its stockholders as contemplated by Section 1.8 hereof, no other all necessary corporate action on the part of the Company. Assuming the Transactions are consummated in accordance with section 233(7) of the Companies Law, no vote of the shareholders of the Company is necessary required to authorize the execution and delivery by the Company of adopt this Agreement or authorize, approve or consummate the Transactions, including the Offer and the consummation by it of the transactions contemplated hereby. This Agreement has been duly executed Merger, and delivered by the Company andthat no such vote will be held, subject to other than the approval of its stockholders the Company Board (upon recommendation of the Special Committee) as contemplated by Section 1.8 hereofherein. This Agreement, and assuming due and valid authorization, execution and delivery hereof by Parent Super ROI and the PurchaserParent, is constitutes a valid and binding obligation agreement of the Company enforceable against the Company in accordance with its terms except as that the enforcement hereof may be limited by (a) bankruptcy, insolvency, reorganization fraudulent conveyance, reorganization, moratorium or other laws similar Laws, now or hereafter in effect effect, relating to creditors' ’ rights generally generally; and (b) general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law or in equityLaw) ((a) and (b) collectively, the “Enforceability Exceptions”). The affirmative vote of the holders of a majority of the outstanding Shares, voting together as a single class, are the only votes of the holders of any class or series of the Company's capital stock necessary to approve this Agreement and the transactions contemplated hereby. (b) The Special Committee has been duly designated and, at a meeting duly called and held, has unanimously (i) determined that this Agreement and the Transactions, including the Offer and the Merger, are fair to, and in the best interests of, the Company Board has duly and validly approved the transactions contemplated hereby for Unaffiliated Security Holders and (ii) made the purposes of Section 203 Special Committee Recommendation. As of the DGCL. Accordinglydate of this Agreement, the provisions of Section 203 of the DGCL will foregoing determinations and recommendations have not apply to the transactions contemplated by this Agreement. No other state takeover statute been rescinded, modified or similar statute or regulation applies or purports to apply to the Offer, the Merger or the other transactions contemplated herebywithdrawn in any way. (c) The At a meeting duly called and held, the Company Board Board, based on the Special Committee Recommendation, has taken all necessary action so that (i) determined that this Agreement and the Rights will not be exercisableTransactions contemplated hereby, trade separatelyincluding the Offer and the Merger, or be otherwise affected are fair to, and in the best interests of, the Company and its shareholders, (ii) approved and adopted this Agreement and declared it advisable for the Company to enter into this Agreement and the Plan of Merger and consummate the Transactions, including the Offer and the Merger, (iii) approved the execution, delivery and performance by the Offer, Company of this Agreement and the Plan of Merger or and the other transactions consummation of the Transactions contemplated hereby, (iiiv) none resolved that the Merger shall be governed by, and effected pursuant to, section 233(7) of Parent the Companies Law and its affiliates will that the Merger shall be deemed to be an "Acquiring Person" for purposes thereof consummated as soon as practicable following the Acceptance Time and (iiiv) a "Distribution Date" shall not occur by virtue made the Company Board Recommendation, in each case, on the terms and subject to the conditions set forth in this Agreement. As of the Offerdate of this Agreement, the Merger foregoing determinations and resolutions have not been rescinded, modified or the other transactions contemplated hereby. The Company will take withdrawn in any action reasonably requested by Parent to ensure and confirm that the Company, Parent and their respective affiliates will not have any obligations in connection with the Rights or the Rights Agreement in connection with the Offer, the Merger and the other transactions contemplated herebyway.

Authorization; Validity of Agreement; Company Action. (a) The Company has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated herebyhereby (the “Transactions”). The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the transactions contemplated herebyTransactions, have been duly and validly authorized by the Board of Directors of the Company Board and(the “Company Board”), except for obtaining the approval of its stockholders as contemplated by Section 1.8 hereof, and no other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement and the consummation by it of the transactions contemplated herebyTransactions, except that the consummation of the Merger requires the approval of the holders of a majority of the Common Stock (the “Stockholder Approval”). This Agreement has been duly executed and delivered by the Company and, subject to the approval of its stockholders as contemplated by Section 1.8 hereof, and assuming due and valid authorization, execution and delivery hereof of this Agreement by Parent and the PurchaserMerger Sub, is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms terms, except as that (i) such enforcement may be limited by (a) subject to applicable bankruptcy, reorganization, insolvency, reorganization moratorium or other laws similar Laws, now or hereafter in effect relating to effect, affecting creditors' ’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (b) general principles Assuming the accuracy of equity (regardless of whether enforceability is considered the representation and warranty in a proceeding at law or in equity). The Section 4.4, the affirmative vote of the holders of a majority of the outstanding Shares, voting together as a single class, are Shares to adopt this Agreement is the only votes vote of the holders of any class or series of the Company's ’s capital stock that is necessary to approve this Agreement and in connection with the transactions contemplated hereby. (b) The Company Board has duly and validly approved the transactions contemplated hereby for the purposes of Section 203 consummation of the DGCL. Accordingly, the provisions of Section 203 of the DGCL will not apply to the transactions contemplated by this Agreement. No Merger and other state takeover statute or similar statute or regulation applies or purports to apply to the Offer, the Merger or the other transactions contemplated herebyTransactions. (c) The At a meeting duly called and held, the Company Board has taken all necessary action so that unanimously adopted resolutions, which resolutions have not been subsequently rescinded, modified or withdrawn in any way, in which it (i) determined that this Agreement and the Rights will not be exercisable, trade separately, or be otherwise affected by Transactions are fair to and in the Offer, best interests of the Merger or the other transactions contemplated herebyCompany’s stockholders and declared this Agreement advisable, (ii) none of Parent approved this Agreement and its affiliates will be deemed to be an "Acquiring Person" for purposes thereof and the Transactions, (iii) directed that the adoption of this Agreement be submitted to a "Distribution Date" shall not occur by virtue vote at a meeting of the OfferCompany’s stockholders, and (iv) resolved (subject to Section 5.2) to recommend to the Company’s stockholders that they adopt and approve this Agreement (such recommendation, the Merger or the other transactions contemplated hereby. The “Company will take any action reasonably requested by Parent to ensure and confirm that the Company, Parent and their respective affiliates will not have any obligations in connection with the Rights or the Rights Agreement in connection with the Offer, the Merger and the other transactions contemplated herebyRecommendation”).

Authorization; Validity of Agreement; Company Action. (a) The Company has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated herebyTransactions. The execution, delivery and performance by the Company of this Agreement, Agreement and the consummation by it of the transactions contemplated herebyTransactions, have been duly authorized by the Company Board of Directors and, except for obtaining the approval of its stockholders as contemplated by Section 1.8 hereofSECTION 1.10, no other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement and or the consummation by it of the Transactions. Without limiting the generality of the preceding sentence, the board of directors of the Company (at a meeting duly called and held) has by the unanimous vote of the directors voting at such meeting (i) determined that the Merger is advisable and in the best interests of the Company and its stockholders, (ii) authorized and approved the execution, delivery and performance of this Agreement by the Company and approved the Merger, (iii) recommended (x) the adoption of this Agreement, (y) that the Company's stockholders accept the Offer and tender their Shares and (z) the approval of the Merger by the Company's stockholders and directed that this Agreement be submitted for consideration by the Company's stockholders at a meeting of the Company's stockholders, and (iv) to the extent necessary, adopted a resolution having the effect of causing the Merger and the other transactions contemplated herebyby this Agreement or the Company Voting Agreements not to be subject to the restrictions set forth in any state takeover law (including Section 203 of the DGCL) or similar law that might otherwise apply or the Rights Agreement. This Agreement has been duly executed and delivered by the Company and, subject to the approval of its stockholders as contemplated by Section 1.8 hereof, and assuming due and valid authorization, execution and delivery hereof thereof by Parent and the Purchaser, this Agreement is a valid and binding obligation of the Company Company, subject to general equity principles, enforceable against the Company in accordance with its terms terms, except as the same may be limited by (a) bankruptcy, insolvency, reorganization or other similar laws now or hereafter in effect relating to creditors' affecting the rights generally and (b) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). The affirmative vote of the holders of a majority of the outstanding Shares, voting together as a single class, are the only votes of the holders of any class or series of the Company's capital stock necessary to approve this Agreement and the transactions contemplated herebycreditors generally. (b) The Company Board has duly and validly approved the transactions contemplated hereby for the purposes of Section 203 of the DGCL. Accordingly, the provisions of Section 203 of the DGCL will not apply to the transactions contemplated by this Agreement. No other state takeover statute or similar statute or regulation applies or purports to apply to the Offer, the Merger or the other transactions contemplated hereby. (c) The Company Board has taken all necessary action so that (i) the Rights will not be exercisable, trade separately, or be otherwise affected by the Offer, the Merger or the other transactions contemplated hereby, (ii) none of Parent and its affiliates will be deemed to be an "Acquiring Person" for purposes thereof and (iii) a "Distribution Date" shall not occur by virtue of the Offer, the Merger or the other transactions contemplated hereby. The Company will take any action reasonably requested by Parent to ensure and confirm that the Company, Parent and their respective affiliates will not have any obligations in connection with the Rights or the Rights Agreement in connection with the Offer, the Merger and the other transactions contemplated hereby.

Authorization; Validity of Agreement; Company Action. (a) The Company has full all necessary corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated herebyTransactions. The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the transactions contemplated herebyTransactions, have been duly and validly authorized by the Board of Directors of the Company Board and(the “Company Board”), except for obtaining the approval of its stockholders as contemplated by Section 1.8 hereof, and no other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement and the consummation by it of the transactions contemplated herebyTransactions, except that the consummation of the Merger requires the Shareholder Approval. This Agreement has been duly executed and delivered by the Company and, subject to the approval of its stockholders as contemplated by Section 1.8 hereof, and assuming due and valid authorization, execution and delivery hereof of this Agreement by Parent and the PurchaserMerger Sub, is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms terms, except as that (i) such enforcement may be limited by (a) subject to applicable bankruptcy, reorganization, insolvency, reorganization moratorium or other laws similar Laws, now or hereafter in effect relating to effect, affecting creditors' ’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (b) general principles Assuming the accuracy of equity (regardless of whether enforceability is considered the representation and warranty in a proceeding at law or in equity). The Section 4.4, the affirmative vote of the holders of a majority of the outstanding Shares, voting together as a single class, are Shares to approve this Agreement (the “Shareholder Approval”) is the only votes vote or consent of the holders of any class or series of the Company's ’s capital stock stock, or any of them, that is necessary to approve this Agreement and in connection with the transactions contemplated hereby. (b) The Company Board has duly and validly approved the transactions contemplated hereby for the purposes of Section 203 consummation of the DGCL. Accordingly, the provisions of Section 203 of the DGCL will not apply to the transactions contemplated by this Agreement. No other state takeover statute or similar statute or regulation applies or purports to apply to the Offer, the Merger or the other transactions contemplated herebyMerger. (c) The At a meeting duly called and held, the Company Board has taken all necessary action so that unanimously (i) determined that this Agreement and the Rights will not be exercisable, trade separately, or be otherwise affected by Transactions are in the Offer, best interests of the Merger or the other transactions contemplated herebyCompany and declared this Agreement advisable, (ii) none of Parent approved this Agreement and its affiliates will be deemed to be an "Acquiring Person" for purposes thereof and the Transactions, (iii) directed that the approval of this Agreement be submitted to a "Distribution Date" shall not occur by virtue vote at a meeting of the OfferCompany’s shareholders, (iv) resolved (subject to Section 5.2) to recommend to the Company’s shareholders that they approve this Agreement (such recommendation, the Merger or “Company Recommendation”), and (v) approved an amendment to the other transactions contemplated hereby. The Company will take any action reasonably requested by Parent Shareholder Rights Agreement effective as of the date hereof to ensure and confirm that the Company, Parent Shareholder Rights Agreement is not applicable to the Transactions and their respective affiliates will not have any obligations that the Rights (as defined in connection the Shareholder Rights Agreement) expire concurrently with the Rights or consummation of the Rights Agreement in connection with Transactions. (d) The copies of the Offer, Company’s Restated Articles of Incorporation (the Merger “Articles of Incorporation”) and the other transactions contemplated herebyCompany’s Bylaws, each in the form most recently filed in the Company SEC Documents, are true, complete and correct copies of such documents as in effect as of the date of this Agreement.

Authorization; Validity of Agreement; Company Action. (a) The Company has full corporate power and authority to execute and deliver this Agreement and and, subject to obtaining the necessary approv al of its shareholders, to consummate the transactions contemplated hereby. The execution, delivery and performance perfor ▇▇▇▇▇ by the Company of this Agreement, and the consummation consumma tion by it of the transactions contemplated hereby, have been duly authorized by the Company its Board of Directors and, except for those actions contemplated by Section 1.2(a) hereof and obtaining the approval of its stockholders shareholders as contemplated by Section 1.8 hereof, no other corporate action on the part of the Company is necessary to authorize autho rize the execution and delivery by the Company of this Agreement and the consummation by it of the transactions contemplated hereby. This Agreement has been duly executed exe cuted and delivered by the Company and, subject to ap proval and adoption of this Agreement by the approval of its stockholders as contemplated by Section 1.8 hereof, Company's shareholders (and assuming due and valid authorization, execution and delivery hereof by Parent and the Purchaser, other parties there to) is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms terms, except as that (i) such enforcement may be limited by (a) subject to applicable bankruptcy, insolvency, reorganization reorganization, ▇▇▇▇ torium or other laws similar laws, now or hereafter in effect relating to effect, affecting creditors' rights generally generally, and (bii) general principles the remedy of equity (regardless specific performance and injunctive and other forms of whether enforceability is considered in a proceeding at law or in equity). The affirmative vote equitable relief may be subject to equitable defenses and to the discretion of the holders of a majority of the outstanding Shares, voting together as a single class, are the only votes of the holders of court before which any class or series of the Company's capital stock necessary to approve this Agreement and the transactions contemplated herebyproceeding therefor may be brought. (b) The Board of Directors of the Company has approved and taken all corporate action required to be taken by the Board has duly and validly approved the transactions contemplated hereby of Directors for the purposes consummation of Section 203 of the DGCL. Accordingly, the provisions of Section 203 of the DGCL will not apply to the transactions contemplated by this Agreement. No other state takeover statute or similar statute or regulation applies or purports to apply to The Board of Directors of the Offer, Company also has approved the Merger or the other transactions contemplated hereby. (c) The Company Board has taken all necessary action so that (i) by this Agreement for the Rights will not be exercisable, trade separately, or be otherwise affected by pur poses of rendering the Offer, the Merger or the other transactions contemplated hereby, (ii) none provisions of Parent and its affiliates will be deemed to be an "Acquiring Person" for purposes thereof and (iii) a "Distribution Date" shall not occur by virtue Section 912 of the Offer, the Merger or the other transactions contemplated hereby. The Company will take any action reasonably requested by Parent NYBCL inapplicable to ensure and confirm that the Company, Parent and their respective affiliates will not have any obligations in connection with the Rights or the Rights Agreement in connection with the Offer, the Merger and the other transactions contemplated herebysuch transactions.

Authorization; Validity of Agreement; Company Action. (a) The Company has full corporate power and authority to execute and deliver this Agreement Agreement, to perform its obligations hereunder and to consummate the transactions contemplated herebyTransactions. The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the transactions contemplated herebyTransactions, have been duly and validly authorized by the Board of Directors of the Company Board and(the “Company Board”), except for obtaining the approval of its stockholders as contemplated by Section 1.8 hereof, and no other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement Agreement, the performance of its obligations hereunder and the consummation by it of the transactions contemplated herebyTransactions, except that the consummation of the Merger requires the Stockholder Approval. This Agreement has been duly executed and delivered by the Company and, subject to the approval of its stockholders as contemplated by Section 1.8 hereof, and assuming due and valid authorization, execution and delivery hereof of this Agreement by the Parent and the PurchaserParties, is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms terms, except as that (i) such enforcement may be limited by (a) subject to applicable bankruptcy, reorganization, insolvency, reorganization moratorium or other laws similar Laws, now or hereafter in effect relating to effect, affecting creditors' ’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought (the “General Enforceability Exceptions”). (b) general principles Assuming the accuracy of equity (regardless of whether enforceability is considered the representation and warranty in a proceeding at law or in equity). The Section 4.4, the affirmative vote of the holders of a majority of the outstanding Shares, voting together as a single class, are Shares entitled to vote thereon to adopt this Agreement (the “Stockholder Approval”) is the only votes vote or consent of the holders of any class or series of the Company's ’s capital stock stock, or any of them, that is necessary to approve this Agreement and in connection with the transactions contemplated hereby. (b) The Company Board has duly and validly approved the transactions contemplated hereby for the purposes of Section 203 consummation of the DGCL. Accordingly, the provisions of Section 203 of the DGCL will not apply to the transactions contemplated by this Agreement. No other state takeover statute or similar statute or regulation applies or purports to apply to the Offer, the Merger or the other transactions contemplated herebyMerger. (c) The Company Board has taken all necessary action so that (i) the Rights will not be exercisable, trade separately, or be otherwise affected by the Offer, determined that the Merger or is fair to and in the other transactions contemplated herebybest interests of the Company and its stockholders, (ii) none approved and declared advisable the execution, delivery and performance of Parent this Agreement and its affiliates will be deemed to be an "Acquiring Person" for purposes thereof the consummation of the Transactions, including the Merger and (iii) a "Distribution Date" shall not occur by virtue resolved to recommend to the Company’s stockholders that they adopt this Agreement (such recommendation, the “Company Recommendation”) and direct that such matter be submitted for consideration of the Offer, Company’s stockholders at the Merger or the other transactions contemplated hereby. The Company will take any action reasonably requested by Parent to ensure and confirm that the Company, Parent and their respective affiliates will not have any obligations Special Meeting (as defined in connection with the Rights or the Rights Agreement in connection with the Offer, the Merger and the other transactions contemplated herebySection 6.2(a)).

Authorization; Validity of Agreement; Company Action. (a) The Company has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance by the Company of this Agreement and the Stock Option Agreement, and the consummation by it of the transactions contemplated herebyhereby and thereby, have been duly authorized by the Company its Board of Directors and, except for obtaining the approval of more than two-thirds of its stockholders shareholders of the Merger Agreement in accordance with Section 13.1-718 of the VSCA as contemplated by Section 1.8 hereof, no other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement or the Stock Option Agreement and the consummation by it of the transactions contemplated herebyhereby and thereby. This Each of this Agreement and the Stock Option Agreement has been duly executed and delivered by the Company and, subject to the approval of its stockholders as contemplated by Section 1.8 hereof, and assuming due and valid authorization, execution and delivery hereof and thereof by Parent and the Purchaser, is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms terms, except as that (i) such enforcement may be limited by (a) subject to applicable bankruptcy, insolvency, reorganization insolvency or other laws similar laws, now or hereafter in effect relating to effect, affecting creditors' rights generally generally, and (bii) general principles the remedy of equity (regardless specific performance and injunctive and other forms of whether enforceability is considered in a proceeding at law or in equity). The affirmative vote equitable relief may be subject to equitable defenses and to the discretion of the holders of a majority of the outstanding Shares, voting together as a single class, are the only votes of the holders of court before which any class or series of the Company's capital stock necessary to approve this Agreement and the transactions contemplated herebyproceeding therefor may be brought. (b) The Board of Directors of the Company Board has duly and validly unanimously approved the transactions contemplated hereby Transactions, including the Stock Option, the Offer, the acquisition of Shares pursuant to the Offer, the Shareholders Agreement and the Merger, for the purposes of Section 203 Article 14 and Article 14.1 of the DGCL. Accordingly, VSCA such that the provisions of Section 203 Article 14 and Article 14.1 of the DGCL VSCA will not apply to the transactions contemplated by this Agreement. No other state takeover statute or similar statute or regulation applies or purports to apply , such approval occurring prior to the Offer, time the Merger or the other transactions contemplated hereby. (c) The Company Board has taken all necessary action so that (i) the Rights will not be exercisable, trade separately, or be otherwise affected by the Offer, the Merger or the other transactions contemplated hereby, (ii) none of Parent and its affiliates will be deemed to be Purchaser became an "Acquiring Person" for purposes thereof and (iii) a interested shareholder"Distribution Date" shall not occur by virtue , as that term is defined in Section 13.1-725 of the Offer, the Merger or the other transactions contemplated hereby. The Company will take any action reasonably requested by Parent to ensure and confirm that the Company, Parent and their respective affiliates will not have any obligations in connection with the Rights or the Rights Agreement in connection with the Offer, the Merger and the other transactions contemplated herebyVSCA.

Authorization; Validity of Agreement; Company Action. (a) The Company has full the requisite corporate power and authority to execute and deliver this Agreement and, subject to obtaining the affirmative vote for approval of the principal terms of the Merger and adoption of this Agreement and the transactions contemplated hereby by the holders of a majority of the outstanding shares of Common Stock (the “Company Shareholder Approval”) on the record date for the meeting of the Company’s shareholders (the “Company Shareholders Meeting”) to consider the approval of the principal terms of the Merger and adoption of this Agreement under the CCC (“Company Voting Proposal”), to perform its obligations and consummate the transactions contemplated hereby. The Strategic Committee has determined that the transactions contemplated hereby are advisable and fair to and in the best interests of the Company and its shareholders and has recommended that the full Company Board approve this Agreement and the transactions contemplated hereby. The execution, delivery and performance by the Company of this Agreement, Agreement and the consummation by it the Company of the transactions contemplated hereby, hereby have been duly authorized by the Company Board and(acting upon the unanimous recommendation of the Strategic Committee), except for obtaining the approval of its stockholders as contemplated by Section 1.8 hereof, and no other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement and Agreement, except for the consummation by it Company Shareholder Approval of the transactions contemplated herebyCompany Voting Proposal. This Agreement has been duly executed and delivered by the Company and, subject to the approval of its stockholders as contemplated by Section 1.8 hereof, and assuming due and valid authorization, execution and delivery hereof by Parent and the Purchaser, is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms terms, except as that such enforcement may be limited by (a) subject to applicable bankruptcy, insolvency, reorganization reorganization, moratorium or other laws similar Laws, now or hereafter in effect relating to effect, affecting creditors' ’ rights generally and (b) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). The affirmative vote of the holders of a majority of the outstanding Shares, voting together as a single class, are the only votes of the holders of any class or series of the Company's capital stock necessary to approve this Agreement and the transactions contemplated hereby. (b) The Company Board has duly and validly approved the transactions contemplated hereby for the purposes of Section 203 of the DGCL. Accordingly, the provisions of Section 203 of the DGCL will not apply to the transactions contemplated by this Agreement. No other state takeover statute or similar statute or regulation applies or purports to apply to the Offer, the Merger or the other transactions contemplated hereby. (c) The Company Board has taken all necessary action so that (i) the Rights will not be exercisable, trade separately, or be otherwise affected by the Offer, the Merger or the other transactions contemplated hereby, (ii) none of Parent and its affiliates will be deemed to be an "Acquiring Person" for purposes thereof and (iii) a "Distribution Date" shall not occur by virtue of the Offer, the Merger or the other transactions contemplated herebyremedies generally. The Company will take any action reasonably requested by Parent to ensure and confirm Board, acting upon the recommendation of the Strategic Committee, has determined that the terms of this Agreement constitute a Superior Proposal (as defined in the Prior Agreement), the Company, Parent the Company Board and their respective affiliates will not the Strategic Committee have any obligations in connection with taken all actions necessary to terminate the Rights or the Rights Prior Agreement in connection accordance with the Offerits terms, the Merger and the other transactions contemplated herebyPrior Agreement has been validly terminated and is no longer in force or effect. The Company has paid $4,025,875 to Technology Resources Holdings, Inc. pursuant to Section 8.3 of the Prior Agreement.

Authorization; Validity of Agreement; Company Action. (a) The Company has full all necessary corporate power and authority to execute and deliver this Agreement and and, subject to obtaining any necessary approval of its stockholders for the Merger, to consummate the transactions contemplated hereby. The execution, delivery and performance by the Company of this Agreement, other agreements contemplated hereby (the "Ancillary Agreements"), and the consummation by it of the transactions contemplated herebyhereby and thereby, have been duly authorized by the Company its Board and, except for obtaining the approval of its stockholders as contemplated by Section 1.8 hereof, Directors and no other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement and the Ancillary Agreements and the consummation by it of the transactions contemplated herebyhereby and thereby (other than, with respect to the Merger, obtaining any approval of its stockholders as contemplated herein and the filing of the Certificate of Merger as required by the DGCL). This Agreement and the Ancillary Agreements each has been duly executed and delivered by the Company and, subject to the approval of its stockholders as contemplated by Section 1.8 hereof, and assuming due and valid authorization, execution and delivery hereof thereof by Parent and the Purchaser, is as applicable, constitutes a valid and binding obligation of the Company enforceable against the Company in accordance with its terms terms, except as that (i) such enforcement may be limited by (a) subject to applicable bankruptcy, insolvency, reorganization reorganization, moratorium or other laws similar laws, now or hereafter in effect relating to effect, affecting creditors' rights generally generally, and (bii) general principles the remedy of equity (regardless specific performance and injunctive and other forms of whether enforceability is considered in a proceeding at law or in equity). The affirmative vote equitable relief may be subject to equitable defenses and to the discretion of the holders of a majority of the outstanding Shares, voting together as a single class, are the only votes of the holders of court before which any class or series of the Company's capital stock necessary to approve this Agreement and the transactions contemplated herebyproceeding therefor may be brought. (b) The Company Board of Directors of the Company, at a meeting duly called and held, has unanimously (i) determined that each of the Agreement, the Ancillary Agreements, the transactions contemplated by this Agreement and the Ancillary Agreements, including the Offer and the Merger, are advisable, fair to and in the best interests of the stockholders of the Company; (ii) duly and validly approved and taken all corporate action required to be taken by the transactions contemplated hereby for Board of Directors to authorize the purposes of Section 203 consummation of the DGCLTransactions; and (iii) resolved to recommend that the stockholders of the Company accept the Offer, tender their Shares to the Purchaser pursuant to the Offer and approve and adopt this Agreement and the Merger, and none of the aforesaid actions by the Board of Directors of the Company has been amended, rescinded or modified. Accordingly, The action taken by the Board of Directors of the Company constitutes approval of the Transactions by the Board of Directors of the Company under the provisions of Section 203 of the DGCL will not apply to the transactions contemplated by this Agreement. No and no other state takeover statute or similar statute or regulation applies or purports to apply is applicable to the Offer, the Merger or the other transactions contemplated herebyTransactions. (c) The Company Board has taken all necessary action so that (i) the Rights will not be exercisable, trade separately, or be otherwise affected by the Offer, the Merger or the other transactions contemplated hereby, (ii) none of Parent and its affiliates will be deemed to be an "Acquiring Person" for purposes thereof and (iii) a "Distribution Date" shall not occur by virtue of the Offer, the Merger or the other transactions contemplated hereby. The Company will take any action reasonably requested by Parent to ensure and confirm that the Company, Parent and their respective affiliates will not have any obligations in connection with the Rights or the Rights Agreement in connection with the Offer, the Merger and the other transactions contemplated hereby.

Authorization; Validity of Agreement; Company Action. (a) The Company has full all necessary corporate power and authority to execute and deliver this Agreement each of the Transaction Agreements, to perform its obligations hereunder and to consummate the transactions contemplated herebyMerger and the other Transactions. The execution, execution and delivery of this Agreement and performance the other Transaction Agreements by the Company and the consummation by the Company of this Agreement, and the consummation by it of the transactions contemplated hereby, Transactions have been duly and validly authorized by the Company Board and, except for obtaining the approval of its stockholders as contemplated by Section 1.8 hereof, all necessary corporate action and no other corporate action proceedings on the part of the Company is are necessary to authorize any of the execution and delivery by Transaction Agreements or to consummate any of the Company Transactions (other than, with respect to the Merger, the adoption of this Agreement by the holders of a majority of the outstanding shares of Company Common Stock and the consummation by it filing and recordation of appropriate merger documents in accordance with Section 1.4 hereof). No other vote of the security holders of the Company is required in order for the Company to consummate the Merger and the transactions contemplated hereby. This Agreement has and the other Transaction Agreements have been duly and validly executed and delivered by the Company and, subject to assuming the approval of its stockholders as contemplated by Section 1.8 hereof, and assuming due and valid authorization, execution and delivery hereof by Parent and the Purchaser, is a constitute legal, valid and binding obligation obligations of the Company Company, enforceable against the Company in accordance with its terms except as may be limited by (a) their respective terms, subject to bankruptcy, insolvency, reorganization or other fraudulent transfer, reorganization, moratorium and similar laws now or hereafter in effect of general applicability relating to or affecting creditors' ’ rights generally and (b) to general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). The affirmative vote of the holders of a majority of the outstanding Shares, voting together as a single class, are the only votes of the holders of any class or series of the Company's capital stock necessary to approve this Agreement and the transactions contemplated herebyprinciples. (b) The Company Board has duly and validly approved the transactions contemplated hereby for the purposes of Section 203 Directors of the DGCL. AccordinglyCompany, the provisions of Section 203 of the DGCL will not apply to the transactions contemplated by this Agreement. No other state takeover statute or similar statute or regulation applies or purports to apply to the Offerat a meeting duly called and held, the Merger or the other transactions contemplated hereby. (c) The Company Board has taken all necessary action so that unanimously (i) determined that each of the Rights will not be exercisable, trade separately, or be otherwise affected by Transaction Agreements and each of the Offer, Transactions (including the Merger or Offer and the other transactions contemplated hereby, Merger) are in the best interests of the stockholders of the Company; (ii) none of Parent approved and its affiliates will be deemed taken all other corporate action required to be an "Acquiring Person" taken by the Board of Directors for purposes thereof the consummation of the Transactions; and (iii) a "Distribution Date" shall not occur by virtue resolved to recommend that the stockholders of the Company accept the Offer, tender their Shares to the Merger or Purchaser pursuant to the other transactions contemplated hereby. The Company will take any action reasonably requested by Parent to ensure Offer and confirm that the Company, Parent approve and their respective affiliates will not have any obligations in connection with the Rights or the Rights adopt this Agreement in connection with the Offer, the Merger and the other transactions contemplated herebyMerger, and none of the aforesaid actions by the Board of Directors of the Company has been amended, rescinded or modified.

Authorization; Validity of Agreement; Company Action. (a) The Company has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated herebyTransactions. The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the transactions contemplated herebyTransactions, have been duly and validly authorized by the Company Board andBoard, except for obtaining the approval of its stockholders as contemplated by Section 1.8 hereof, and no other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement and the consummation by it of the transactions Transactions, except for the affirmative vote of the holders of two-thirds of the outstanding Shares as contemplated herebyby Section 6.2. This Agreement has been duly executed and delivered by the Company and, subject to the approval of its stockholders as contemplated by Section 1.8 hereof, and assuming due and valid authorization, execution and delivery hereof of this Agreement by Parent and the PurchaserMerger Sub, is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms terms, except as that (i) such enforcement may be limited by (a) subject to applicable bankruptcy, reorganization, insolvency, reorganization moratorium or other laws similar Laws, now or hereafter in effect relating to effect, affecting creditors' ’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (b) general principles Assuming the accuracy of equity (regardless of whether enforceability is considered the representation and warranty in a proceeding at law or in equity). The Section 4.4, the affirmative vote of the holders of a majority two-thirds of the outstanding Shares, voting together as a single class, are Shares is the only votes vote of the holders of any class or series of the Company's ’s capital stock that is necessary to approve the Merger or the Transactions and approve and adopt this Agreement. (c) At a meeting duly called and held, the Company Board unanimously (i) determined that this Agreement and the transactions contemplated hereby. (b) The Company Board has duly hereby are fair to and validly approved in the transactions contemplated hereby for the purposes of Section 203 best interests of the DGCL. Accordingly, the provisions of Section 203 of the DGCL will not apply to the transactions contemplated by Company’s shareholders and has declared this Agreement. No other state takeover statute or similar statute or regulation applies or purports to apply to the Offer, the Merger or the other transactions contemplated hereby. (c) The Company Board has taken all necessary action so that (i) the Rights will not be exercisable, trade separately, or be otherwise affected by the Offer, the Merger or the other transactions contemplated herebyAgreement advisable, (ii) none of Parent approved this Agreement and its affiliates will be deemed to be an "Acquiring Person" for purposes thereof and the Transactions, (iii) a "Distribution Date" shall not occur resolved (subject to Section 5.2) to recommend adoption of this Agreement by virtue of the Offerits shareholders (such recommendation, the Merger or “Company Board Recommendation”) and (iv) approved and adopted an amendment to the other transactions contemplated hereby. The Company will take any action reasonably requested by Parent to ensure and confirm that the Company, Parent and their respective affiliates will not have any obligations in connection with the Rights or the Rights Agreement in connection with to render the OfferCompany Rights inapplicable to the Merger, the Merger this Agreement and the other transactions Transactions contemplated herebyhereby (a copy of which amendment was provided to Parent by the Company prior to the date of this Agreement).

Authorization; Validity of Agreement; Company Action. (a) The Company has full all necessary corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated herebyperform its obligations hereunder. The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the transactions contemplated herebyTransactions, have been duly and validly authorized by the Board of Directors of the Company Board and(the “Company Board”), except for obtaining the approval of its stockholders as contemplated by Section 1.8 hereof, and no other corporate action on the part of the Company is necessary to authorize the execution execution, delivery and delivery performance by the Company of this Agreement and the consummation by it of the transactions contemplated herebyTransactions, except that the consummation of the Merger requires the affirmative vote of the holders of issued and outstanding shares of Company Common Stock entitling such holders to exercise at least two-thirds of the voting power of the Company (the “Company Shareholder Approval”). This Agreement has been duly executed and delivered by the Company and, subject to the approval of its stockholders as contemplated by Section 1.8 hereof, and assuming due and valid authorization, execution and delivery hereof of this Agreement by Parent and the PurchaserMerger Sub, is a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms terms, except as that (i) such enforcement may be limited by (a) subject to applicable bankruptcy, reorganization, insolvency, reorganization moratorium or other laws similar Laws, now or hereafter in effect relating to effect, affecting creditors' ’ rights generally and (bii) general principles the remedy of equity (regardless specific performance and injunctive and other forms of whether enforceability is considered in a proceeding at law or in equity). The affirmative vote equitable relief may be subject to equitable defenses and to the discretion of the holders of a majority of court before which any proceeding therefor may be brought (the outstanding Shares, voting together as a single class, are the only votes of the holders of any class or series of the Company's capital stock necessary to approve this Agreement and the transactions contemplated hereby“General Enforceability Exceptions”). (b) The Company Board has Board, at a meeting duly called and validly approved the transactions contemplated hereby for the purposes of Section 203 of the DGCL. Accordinglyheld, the provisions of Section 203 of the DGCL will not apply to the transactions contemplated by this Agreement. No other state takeover statute or similar statute or regulation applies or purports to apply to the Offer, the Merger or the other transactions contemplated hereby. (c) The Company Board has taken all necessary action so that (i) the Rights will not be exercisable, trade separately, or be otherwise affected by the Offer, determined that the Merger or is fair to and in the other transactions contemplated herebybest interests of the Company Shareholders, (ii) none authorized, approved and declared advisable the execution, delivery and performance of Parent this Agreement and its affiliates will be deemed to be an "Acquiring Person" for purposes thereof the consummation of the Transactions and (iii) a "Distribution Date" shall not occur by virtue resolved (subject to Section ‎5.2) to recommend to the Company Shareholders that they adopt this Agreement (such recommendation, the “Company Recommendation”) and direct that such matter be submitted for consideration of the OfferCompany Shareholders at the Company Shareholders Meeting, the Merger which resolutions set forth in clauses (i), (ii) and (iii) have not (subject to Section ‎5.2) been rescinded, modified, withdrawn or the other transactions contemplated hereby. The Company will take qualified in any action reasonably requested by Parent to ensure and confirm that the Company, Parent and their respective affiliates will not have any obligations in connection with the Rights or the Rights Agreement in connection with the Offer, the Merger and the other transactions contemplated herebyway.

Authorization; Validity of Agreement; Company Action. (a) The Company has full corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party and, subject to obtaining approval and adoption of this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock (the "Company Stockholder Approval"), to consummate the transactions contemplated herebyhereby and thereby. The execution, delivery and performance by the Company of this AgreementAgreement and the Ancillary Agreements to which the Company is a party, and the consummation by it of the transactions contemplated herebyhereby and thereby, have been duly and validly authorized by all necessary corporate action on the part of the Company Board and, except for obtaining the approval of its stockholders as contemplated by Section 1.8 hereofCompany Stockholder Approval, no other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement and the Ancillary Agreements to which it is a party and the consummation by it of the transactions contemplated herebyhereby and thereby. This Each of this Agreement has and the Ancillary Agreements to which it is a party have been duly executed and delivered by the Company and, subject to assuming each of this Agreement and such Ancillary Agreements constitutes a valid and binding obligation of the approval of its stockholders as contemplated by Section 1.8 hereofother parties hereto and thereto, and assuming due and valid authorization, execution and delivery hereof by Parent and the Purchaser, is constitutes a valid and binding obligation of the Company enforceable against the Company in accordance with its terms terms, except as that (i) such enforcement may be limited by (a) subject to applicable bankruptcy, insolvency, reorganization insolvency or other laws similar laws, now or hereafter in effect relating to effect, affecting creditors' rights generally generally, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (b) general principles The Board of equity Directors of the Company (regardless the "Company Board") has duly and validly approved and taken all corporate action required to be taken by such Company Board for the consummation of whether enforceability is considered in a proceeding at law or in equity)the transactions contemplated by this Agreement and the Ancillary Agreements, and resolved to recommend that the stockholders of the Company approve and adopt this Agreement. The affirmative vote of the holders of a majority of the outstanding Shares, voting together as a single class, are Company Stockholder Approval is the only votes vote of the holders of any class or series of the Company's Company capital stock necessary to approve this Agreement and to consummate the transactions contemplated hereby. (b) Merger. The Company Board has duly and validly approved the transactions contemplated hereby for the purposes of Section 203 of the DGCL. Accordingly, the provisions of Section 203 of the DGCL will not apply to the transactions contemplated by this Agreement. No other state takeover statute or similar statute or regulation applies or purports to apply to the Offer, the Merger or the other transactions contemplated hereby. (c) The Company Board has taken all actions necessary action so that (i) with respect to the Rights will not be exercisable, trade separately, or be otherwise affected by entering into of this Agreement and the OfferAncillary Agreements to which it is a party, the Merger or the other transactions contemplated hereby, (ii) none consummation of Parent and its affiliates will be deemed to be an "Acquiring Person" for purposes thereof and (iii) a "Distribution Date" shall not occur by virtue of the Offer, the Merger or the other transactions contemplated hereby. The Company will take any action reasonably requested by Parent to ensure and confirm that the Company, Parent and their respective affiliates will not have any obligations in connection with the Rights or the Rights Agreement in connection with the Offer, the Merger and the other transactions contemplated herebyby this Agreement and the Ancillary Agreements so as to render inapplicable to such transactions the restrictions on business combinations contained in Section 203 of the DGCL.

Authorization; Validity of Agreement; Company Action. (a) The Company has full the requisite corporate power and authority to execute and deliver this Agreement and, subject to obtaining the affirmative vote for approval and adoption of this Agreement and the transactions contemplated hereby, including the Merger, by (i) the holders of a majority of the outstanding shares of Common Stock, excluding those holders who are members of the Company Board and party to a Contribution Agreement, represented and voting and (ii) the holders of a majority of the outstanding shares of Common Stock (the “Company Shareholder Approval”) on the record date for the meeting of the Company’s shareholders (the “Company Shareholders Meeting”) to consider the approval and adoption of this Agreement under the CCC (“Company Voting Proposal”), to perform its obligations and consummate the transactions contemplated hereby. The Strategic Committee has determined that the transactions contemplated hereby are advisable and fair to and in the best interests of the Company and its shareholders and has recommended that the full Company Board approve this Agreement and the transactions contemplated hereby. The execution, delivery and performance by the Company of this Agreement, Agreement and the consummation by it the Company of the transactions contemplated hereby, hereby have been duly authorized by the Company Board and(acting upon the unanimous recommendation of the Strategic Committee), except for obtaining the approval of its stockholders as contemplated by Section 1.8 hereof, and no other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement and Agreement, except for the consummation by it Company Shareholder Approval of the transactions contemplated herebyCompany Voting Proposal. This Agreement has been duly executed and delivered by the Company and, subject to the approval of its stockholders as contemplated by Section 1.8 hereof, and assuming due and valid authorization, execution and delivery hereof by Parent and the Purchaser, is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms terms, except as that such enforcement may be limited by (a) subject to applicable bankruptcy, insolvency, reorganization reorganization, moratorium or other laws similar Laws, now or hereafter in effect relating to effect, affecting creditors' ’ rights generally and (b) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). The affirmative vote of the holders of a majority of the outstanding Shares, voting together as a single class, are the only votes of the holders of any class or series of the Company's capital stock necessary to approve this Agreement and the transactions contemplated herebyremedies generally. (b) The Company Board has duly and validly approved the transactions contemplated hereby for the purposes of Section 203 of the DGCL. Accordingly, the provisions of Section 203 of the DGCL will not apply to the transactions contemplated by this Agreement. No other state takeover statute or similar statute or regulation applies or purports to apply to the Offer, the Merger or the other transactions contemplated hereby. (c) The Company Board has taken all necessary action so that (i) the Rights will not be exercisable, trade separately, or be otherwise affected by the Offer, the Merger or the other transactions contemplated hereby, (ii) none of Parent and its affiliates will be deemed to be an "Acquiring Person" for purposes thereof and (iii) a "Distribution Date" shall not occur by virtue of the Offer, the Merger or the other transactions contemplated hereby. The Company will take any action reasonably requested by Parent to ensure and confirm that the Company, Parent and their respective affiliates will not have any obligations in connection with the Rights or the Rights Agreement in connection with the Offer, the Merger and the other transactions contemplated hereby.

Authorization; Validity of Agreement; Company Action. (a) The Company has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated herebyTransactions. The execution, delivery and performance by the Company of this Agreement, Agreement and the consummation by it of the transactions contemplated herebyTransactions, have been duly authorized by the Company Board of Directors and, except for obtaining the approval of its stockholders as contemplated by Section 1.8 hereof1.10, no other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement and or the consummation by it of the Transactions. Without limiting the generality of the preceding sentence, the board of directors of the Company (at a meeting duly called and held) has by the unanimous vote of the directors voting at such meeting (i) determined that the Merger is advisable and in the best interests of the Company and its stockholders, (ii) authorized and approved the execution, delivery and performance of this Agreement by the Company and approved the Merger, (iii) recommended (x) the adoption of this Agreement, (y) that the Company’s stockholders accept the Offer and tender their Shares and (z) the approval of the Merger by the Company’s stockholders and directed that this Agreement be submitted for consideration by the Company’s stockholders at a meeting of the Company’s stockholders, and (iv) to the extent necessary, adopted a resolution having the effect of causing the Merger and the other transactions contemplated herebyby this Agreement or the Company Voting Agreements not to be subject to the restrictions set forth in any state takeover law (including Section 203 of the DGCL) or similar law that might otherwise apply or the Rights Agreement. This Agreement has been duly executed and delivered by the Company and, subject to the approval of its stockholders as contemplated by Section 1.8 hereof, and assuming due and valid authorization, execution and delivery hereof thereof by Parent and the Purchaser, this Agreement is a valid and binding obligation of the Company Company, subject to general equity principles, enforceable against the Company in accordance with its terms terms, except as the same may be limited by (a) bankruptcy, insolvency, reorganization or other similar laws now or hereafter in effect relating to creditors' affecting the rights generally and (b) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). The affirmative vote of the holders of a majority of the outstanding Shares, voting together as a single class, are the only votes of the holders of any class or series of the Company's capital stock necessary to approve this Agreement and the transactions contemplated herebycreditors generally. (b) The Company Board has duly and validly approved the transactions contemplated hereby for the purposes of Section 203 of the DGCL. Accordingly, the provisions of Section 203 of the DGCL will not apply to the transactions contemplated by this Agreement. No other state takeover statute or similar statute or regulation applies or purports to apply to the Offer, the Merger or the other transactions contemplated hereby. (c) The Company Board has taken all necessary action so that (i) the Rights will not be exercisable, trade separately, or be otherwise affected by the Offer, the Merger or the other transactions contemplated hereby, (ii) none of Parent and its affiliates will be deemed to be an "Acquiring Person" for purposes thereof and (iii) a "Distribution Date" shall not occur by virtue of the Offer, the Merger or the other transactions contemplated hereby. The Company will take any action reasonably requested by Parent to ensure and confirm that the Company, Parent and their respective affiliates will not have any obligations in connection with the Rights or the Rights Agreement in connection with the Offer, the Merger and the other transactions contemplated hereby.

Authorization; Validity of Agreement; Company Action. (a) The Company has full corporate power and authority to execute and deliver this Agreement and the Stock Option Agreement and, subject to obtaining any necessary approval of its stockholders for the Merger, to consummate the transactions contemplated herebyhereby and thereby. The execution, delivery and performance by the Company of this Agreement and the Stock Option Agreement, and the consummation by it of the transactions contemplated herebyhereby and thereby, have been duly authorized by the Company its Board and, except for obtaining the approval of its stockholders as contemplated by Section 1.8 hereof, Directors and no other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement or the Stock Option Agreement and the consummation by it of the transactions contemplated herebyhereby and thereby (other than, with respect to the Merger, obtaining any approval of its stockholders as contemplated by Section 1.9 hereof). This Agreement has and the Stock Option Agreement have been duly executed and delivered by the Company and, subject to the approval of its stockholders as contemplated by Section 1.8 hereof, and assuming due and valid authorization, execution and delivery hereof thereof by Parent and the Purchaser, is a constitute valid and binding obligation obligations of the Company enforceable against the Company in accordance with its terms their terms, except as that (i) such enforcement may be limited by (a) subject to applicable bankruptcy, insolvency, reorganization insolvency or other laws similar laws, now or hereafter in effect relating to effect, affecting creditors' rights generally generally, and (bii) general principles the remedy of equity (regardless specific performance and injunctive and other forms of whether enforceability is considered in a proceeding at law or in equity). The affirmative vote equitable relief may be subject to equitable defenses and to the discretion of the holders of a majority of the outstanding Shares, voting together as a single class, are the only votes of the holders of court before which any class or series of the Company's capital stock necessary to approve this Agreement and the transactions contemplated herebyproceeding therefor may be brought. (b) The Company Board of Directors of the Company, at a meeting duly called and held, has unanimously (i) determined that each of the Agreement, the Stock Option Agreement, the Offer and the Merger are fair to and in the best interests of the stockholders of the Company; (ii) duly and validly approved and taken all corporate action required to be taken by the transactions contemplated hereby Board of Directors for the purposes of Section 203 consummation of the DGCL. Accordingly, the provisions of Section 203 of the DGCL will not apply to the transactions contemplated by this Agreement. No other state takeover statute or similar statute or regulation applies or purports to apply to the Offer, the Merger or the other transactions contemplated hereby. (c) The Company Board has taken all necessary action so that (i) the Rights will not be exercisable, trade separately, or be otherwise affected by the Offer, the Merger or the other transactions contemplated hereby, (ii) none of Parent and its affiliates will be deemed to be an "Acquiring Person" for purposes thereof Transactions; and (iii) a "Distribution Date" shall not occur by virtue of the Offer, the Merger or the other transactions contemplated hereby. The Company will take any action reasonably requested by Parent resolved to ensure and confirm recommend that the Company, Parent and their respective affiliates will not have any obligations in connection with the Rights or the Rights Agreement in connection with the Offer, the Merger and the other transactions contemplated hereby.stockholders of the

Authorization; Validity of Agreement; Company Action. (a) The Company has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated herebyTransactions. The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the transactions contemplated herebyTransactions, have been duly and validly authorized by the Board of Directors of the Company Board and(the “Company Board”), except for obtaining the approval of its stockholders as contemplated by Section 1.8 hereof, and no other corporate action on the part of the Company is necessary to authorize the execution execution, delivery and delivery performance by the Company of this Agreement and the consummation by it of the transactions contemplated herebyTransactions, except that the consummation of the Merger requires the Stockholder Approval. This Agreement has been duly executed and delivered by the Company and, subject to the approval of its stockholders as contemplated by Section 1.8 hereof, and assuming due and valid authorization, execution and delivery hereof of this Agreement by Parent and the PurchaserMerger Sub, is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms terms, except as that (i) such enforcement may be limited by (a) subject to applicable bankruptcy, reorganization, insolvency, reorganization moratorium or other laws similar Laws, now or hereafter in effect relating to effect, affecting creditors' ’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (b) general principles Assuming the accuracy of equity (regardless of whether enforceability is considered the representation and warranty in a proceeding at law or in equity). The Section 4.4, the affirmative vote of the holders of a majority of the outstanding Shares, voting together as a single class, are Shares to adopt this Agreement (the “Stockholder Approval”) is the only votes vote or consent of the holders of any class or series of the Company's ’s capital stock stock, or any of them, that is necessary to approve this Agreement in connection with the consummation of the Merger and the transactions contemplated hereby. (b) The Company Board has duly and validly approved the transactions contemplated hereby for the purposes of Section 203 of the DGCL. Accordingly, the provisions of Section 203 of the DGCL will not apply to the transactions contemplated by this Agreement. No other state takeover statute or similar statute or regulation applies or purports to apply to the Offer, the Merger or the other transactions contemplated herebyTransactions. (c) The At a meeting duly called and held, the Company Board has taken all necessary action so that adopted resolutions, which resolutions have not been subsequently rescinded, modified or withdrawn in any way, in which it (i) determined that this Agreement and the Rights will not be exercisable, trade separately, or be otherwise affected by Transactions are fair to and in the Offer, best interests of the Merger or the other transactions contemplated herebyCompany’s stockholders and declared this Agreement advisable, (ii) none of Parent approved this Agreement and its affiliates will be deemed to be an "Acquiring Person" for purposes thereof and the Transactions, (iii) directed that the adoption of this Agreement be submitted to a "Distribution Date" shall not occur by virtue vote at a meeting of the OfferCompany’s stockholders and (iv) resolved (subject to Section 5.2) to recommend to the Company’s stockholders that they adopt this Agreement (such recommendation, the Merger or the other transactions contemplated hereby. The “Company will take any action reasonably requested by Parent to ensure and confirm that the Company, Parent and their respective affiliates will not have any obligations in connection with the Rights or the Rights Agreement in connection with the Offer, the Merger and the other transactions contemplated herebyRecommendation”).

Authorization; Validity of Agreement; Company Action. (a) The Company has full corporate power and authority to execute and deliver this Agreement and and, subject to obtaining the Stockholder Approval, to consummate the transactions contemplated herebyhereby (the "Transactions"). The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the transactions contemplated herebyTransactions, have been duly and validly authorized by the Company Board andBoard, except for obtaining the approval of its stockholders as contemplated by Section 1.8 hereof, and no other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement and the consummation by it of the transactions contemplated herebyTransactions, except that the adoption of this Agreement requires the approval (the "Stockholder Approval") of the holders of a majority of the outstanding shares of common stock, par value $0.001 per share, of the Company (the "Company Common Stock"). This Agreement has been duly executed and delivered by the Company and, subject to the approval of its stockholders as contemplated by Section 1.8 hereof, and assuming due and valid authorization, execution and delivery hereof of this Agreement by Parent and the Purchaserother parties hereto, is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms terms, except as that (i) such enforcement may be limited by (a) subject to applicable bankruptcy, reorganization, insolvency, reorganization moratorium or other laws similar Laws, now or hereafter in effect relating to effect, affecting creditors' rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (b) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). The affirmative vote Assuming the accuracy of the holders of a majority of representation and warranty in Section 4.4, the outstanding Shares, voting together as a single class, are Stockholder Approval is the only votes vote of the holders of any class or series of the Company's capital stock that is necessary to approve this Agreement in connection with the consummation of the Merger and the transactions contemplated hereby. (b) The Company Board has duly and validly approved the transactions contemplated hereby for the purposes of Section 203 of the DGCL. Accordingly, the provisions of Section 203 of the DGCL will not apply to the transactions contemplated by this Agreement. No other state takeover statute or similar statute or regulation applies or purports to apply to the Offer, the Merger or the other transactions contemplated herebyTransactions. (c) The At a meeting duly called and held, the Company Board has taken all necessary action so that unanimously adopted resolutions, which resolutions have not been subsequently rescinded, modified or withdrawn in any way, in which the Company Board (i) determined that this Agreement and the Rights will not be exercisable, trade separately, or be otherwise affected by Transactions are fair to and in the Offer, best interests of the Merger or the other transactions contemplated herebyCompany's stockholders and declared this Agreement advisable, (ii) none of Parent approved this Agreement and its affiliates will be deemed to be an "Acquiring Person" for purposes thereof and the Transactions, (iii) directed that the adoption of this Agreement be submitted to a "Distribution Date" shall not occur by virtue of vote at the OfferSpecial Meeting, the Merger or the other transactions contemplated hereby. The Company will take any action reasonably requested by Parent and (iv) (subject to ensure and confirm Section 5.2) recommended that the Company, Parent 's stockholders vote to adopt and their respective affiliates will not have any obligations in connection with the Rights or the Rights approve this Agreement in connection with the Offer(such recommendation, the Merger and the other transactions contemplated hereby"Company Recommendation").

Authorization; Validity of Agreement; Company Action. (a) The Company Each of the Purchaser and Acquireco has full all necessary corporate power and authority to execute and deliver this Agreement and the agreements and other documents to be entered into by it hereunder, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated herebyhereunder and thereunder. The execution, delivery and performance by the Company Purchaser and Acquireco of this Agreement, the Arrangement and the agreements and other documents to be entered into by it hereunder and the consummation by it the Purchaser and Acquireco of the transactions contemplated herebyhereunder and thereunder, have been duly and validly authorized by the Company Board and, except for obtaining board of directors of each of the approval of its stockholders as contemplated by Section 1.8 hereof, Purchaser and Acquireco and no other corporate action proceeding on the part of the Company Purchaser or Acquireco is necessary to authorize the execution execution, delivery and delivery performance by the Company Purchaser and Acquireco of this Agreement and the consummation agreements and other documents to be entered into by it hereunder or the consummation of the transactions contemplated herebyArrangement, other than (i) the approval of the Purchaser Circular by the FCA, and (ii) the approval of the Purchaser Circular by the Purchaser Board, and (iii) the approval of the Purchaser Resolution by the Purchaser Shareholders at the Purchaser Meeting, as required by applicable Laws. This Agreement has been duly and validly executed and delivered by the Company Purchaser and Acquireco and, subject to the approval of its stockholders as contemplated by Section 1.8 hereof, and assuming due and valid authorization, execution and delivery hereof of this Agreement by Parent and the PurchaserCompany, is a valid and binding obligation of each of the Company Purchaser and Acquireco enforceable against the Company each of them in accordance with its terms terms, except as the enforcement thereof may be limited by (a) bankruptcy, insolvency, reorganization or insolvency and other laws now or hereafter in effect relating to applicable Laws affecting the enforcement of creditors' ’ rights generally and (b) general principles of equity (regardless of whether enforceability is considered subject to the qualification that equitable remedies may be granted only in a proceeding at law or in equity). The affirmative vote of the holders discretion of a majority court of the outstanding Shares, voting together as a single class, are the only votes of the holders of any class or series of the Company's capital stock necessary to approve this Agreement and the transactions contemplated herebycompetent jurisdiction. (b) The Company Board has duly and validly approved the transactions contemplated hereby for the purposes of Section 203 of the DGCL. Accordingly, the provisions of Section 203 of the DGCL will not apply to the transactions contemplated by this Agreement. No other state takeover statute or similar statute or regulation applies or purports to apply to the Offer, the Merger or the other transactions contemplated hereby. (c) The Company Board has taken all necessary action so that (i) the Rights will not be exercisable, trade separately, or be otherwise affected by the Offer, the Merger or the other transactions contemplated hereby, (ii) none of Parent and its affiliates will be deemed to be an "Acquiring Person" for purposes thereof and (iii) a "Distribution Date" shall not occur by virtue of the Offer, the Merger or the other transactions contemplated hereby. The Company will take any action reasonably requested by Parent to ensure and confirm that the Company, Parent and their respective affiliates will not have any obligations in connection with the Rights or the Rights Agreement in connection with the Offer, the Merger and the other transactions contemplated hereby.

Authorization; Validity of Agreement; Company Action. (a) The Company has full all necessary corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated herebyperform its obligations hereunder. The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the transactions contemplated herebyTransactions, have been duly authorized and validly adopted by the board of directors of the Company Board and(the “Company Board”), except for obtaining the approval of its stockholders as contemplated by Section 1.8 hereof, and no other corporate action on the part of the Company is necessary to authorize the execution execution, delivery and delivery performance by the Company of this Agreement and the consummation by it of the transactions contemplated herebyTransactions, except that the consummation of the Merger requires the approval of this Agreement by a majority of all the votes entitled to be cast on the Agreement by all shares of Company Common Stock entitled to vote on the Agreement, voting as a single group (the “Company Shareholder Approval”). This Agreement has been duly executed and delivered by the Company and, subject to the approval of its stockholders as contemplated by Section 1.8 hereof, and assuming due and valid authorization, execution and delivery hereof of this Agreement by Parent and the PurchaserMerger Sub, is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms terms, except as that (i) such enforcement may be limited by (a) subject to applicable bankruptcy, reorganization, insolvency, reorganization moratorium or other laws similar Laws, now or hereafter in effect relating effect, affecting creditors’ rights generally, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to creditors' rights generally applicable equitable defenses and to the discretion of the court before which any proceeding therefor may be brought (the “General Enforceability Exceptions”). (b) general principles of equity Subject to Section 5.2, the Company Board has unanimously (regardless of whether enforceability is considered i) adopted this Agreement and determined that this Agreement and the Transactions are advisable and fair to and in a proceeding at law or in equity). The affirmative vote the best interests of the holders of Company Shareholders and (ii) resolved to (A) submit this Agreement for approval by the Company Shareholders and (B) transmit to such shareholders a majority of the outstanding Shares, voting together as a single class, are the only votes of the holders of any class or series of the Company's capital stock necessary to recommendation that such shareholders approve this Agreement and the transactions contemplated hereby. Transactions (b) The Company Board has duly and validly approved the transactions contemplated hereby for the purposes of Section 203 of the DGCL. Accordinglysuch recommendation, the provisions of Section 203 of the DGCL will not apply to the transactions contemplated by this Agreement. No other state takeover statute or similar statute or regulation applies or purports to apply to the Offer, the Merger or the other transactions contemplated hereby“Company Recommendation”). (c) The Company Board has taken all necessary action so that (i) the Rights will not be exercisable, trade separately, or be otherwise affected by the Offer, the Merger or the other transactions contemplated hereby, (ii) none of Parent and its affiliates will be deemed to be an "Acquiring Person" for purposes thereof and (iii) a "Distribution Date" shall not occur by virtue of the Offer, the Merger or the other transactions contemplated hereby. The Company will take any action reasonably requested by Parent to ensure and confirm that the Company, Parent and their respective affiliates will not have any obligations in connection with the Rights or the Rights Agreement in connection with the Offer, the Merger and the other transactions contemplated hereby.

Authorization; Validity of Agreement; Company Action. (a) The Company has full all necessary corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated herebyperform its obligations hereunder. The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the transactions contemplated herebyTransactions, have been duly and validly authorized by the board of directors of the Company Board and(the “Company Board”), except for obtaining the approval of its stockholders as contemplated by Section 1.8 hereof, and no other corporate action on the part of the Company is necessary to authorize the execution execution, delivery and delivery performance by the Company of this Agreement and the consummation by it of the transactions contemplated herebyTransactions, except, in the case of the consummation of the Merger, for (x) the Stockholder Approval and (y) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware. This Agreement has been duly executed and delivered by the Company and, subject to the approval of its stockholders as contemplated by Section 1.8 hereof, and assuming due and valid authorization, execution and delivery hereof of this Agreement by Kuraray, Parent and the PurchaserMerger Sub, is a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms terms, except as that (i) such enforcement may be limited by (a) subject to applicable bankruptcy, reorganization, insolvency, reorganization moratorium or other laws similar Laws, now or hereafter in effect relating to effect, affecting creditors' ’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought (the “General Enforceability Exceptions”). (b) general principles Assuming the accuracy of equity (regardless of whether enforceability is considered the representations and warranties in a proceeding at law or in equity). The Section 4.4, the affirmative vote of the holders of a majority of the outstanding Shares, voting together as a single class, are Shares entitled to vote thereon to adopt this Agreement (the “Stockholder Approval”) is the only votes vote or consent of the holders of any class or series of the Company's ’s capital stock that is necessary to approve this Agreement and in connection with the transactions contemplated hereby. (b) The Company Board has duly and validly approved the transactions contemplated hereby for the purposes of Section 203 consummation of the DGCL. Accordingly, the provisions of Section 203 of the DGCL will not apply to the transactions contemplated by this Agreement. No other state takeover statute or similar statute or regulation applies or purports to apply to the Offer, the Merger or the other transactions contemplated herebyMerger. (c) At a meeting duly called and held, the Company Board (i) determined that the Merger is fair to and in the best interests of the Company and the Company’s stockholders, (ii) approved and declared advisable the execution, delivery and performance of this Agreement and the consummation of the Transactions, including the Merger, on the terms and subject to the conditions set forth in this Agreement and (iii) resolved to recommend to the Company’s stockholders that they adopt this Agreement (such recommendation, the “Company Recommendation”) and directed that such matter be submitted for consideration of the Company’s stockholders at the Meeting. (d) At a meeting duly called and held, the Company Board unanimously adopted resolutions approving an amendment to the Company’s bylaws to include the provision set forth in Exhibit C hereto. The Company Board has taken all necessary action so that (i) not amended or withdrawn such resolutions and the Rights will not be exercisable, trade separately, or be otherwise affected by the Offer, the Merger or the other transactions contemplated hereby, (ii) none language of Parent and its affiliates will be deemed such amendment to be an "Acquiring Person" for purposes thereof and (iii) a "Distribution Date" shall not occur by virtue of the Offer, the Merger or the other transactions contemplated hereby. The Company will take any action reasonably requested by Parent to ensure and confirm that the Company, Parent and their respective affiliates will ’s bylaws has not have any obligations in connection with the Rights been amended or the Rights Agreement in connection with the Offer, the Merger and the other transactions contemplated herebyotherwise modified.

Authorization; Validity of Agreement; Company Action. (a) The Company has full corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party and, subject to obtaining approval and adoption of this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock (the “Company Stockholder Approval”), to consummate the transactions contemplated herebyhereby and thereby. The execution, delivery and performance by the Company of this AgreementAgreement and the Ancillary Agreements to which the Company is a party, and the consummation by it of the transactions contemplated herebyhereby and thereby, have been duly and validly authorized by all necessary corporate action on the part of the Company Board and, except for obtaining the approval of its stockholders as contemplated by Section 1.8 hereofCompany Stockholder Approval, no other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement and the Ancillary Agreements to which it is a party and the consummation by it of the transactions contemplated herebyhereby and thereby. This Each of this Agreement has and the Ancillary Agreements to which it is a party have been duly executed and delivered by the Company and, subject to assuming each of this Agreement and such Ancillary Agreements constitutes a valid and binding obligation of the approval of its stockholders as contemplated by Section 1.8 hereofother parties hereto and thereto, and assuming due and valid authorization, execution and delivery hereof by Parent and the Purchaser, is constitutes a valid and binding obligation of the Company enforceable against the Company in accordance with its terms terms, except as that (i) such enforcement may be limited by (a) subject to applicable bankruptcy, insolvency, reorganization insolvency or other laws similar laws, now or hereafter in effect relating effect, affecting creditors’ rights generally, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to creditors' rights generally equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (b) general principles The Board of equity Directors of the Company (regardless the “Company Board”) has duly and validly approved and taken all corporate action required to be taken by such Company Board for the consummation of whether enforceability is considered in a proceeding at law or in equity)the transactions contemplated by this Agreement and the Ancillary Agreements, and resolved to recommend that the stockholders of the Company approve and adopt this Agreement. The affirmative vote of the holders of a majority of the outstanding Shares, voting together as a single class, are Company Stockholder Approval is the only votes vote of the holders of any class or series of the Company's Company capital stock necessary to approve this Agreement and to consummate the transactions contemplated hereby. (b) Merger. The Company Board has duly and validly approved the transactions contemplated hereby for the purposes of Section 203 of the DGCL. Accordingly, the provisions of Section 203 of the DGCL will not apply to the transactions contemplated by this Agreement. No other state takeover statute or similar statute or regulation applies or purports to apply to the Offer, the Merger or the other transactions contemplated hereby. (c) The Company Board has taken all actions necessary action so that (i) with respect to the Rights will not be exercisable, trade separately, or be otherwise affected by entering into of this Agreement and the OfferAncillary Agreements to which it is a party, the Merger or the other transactions contemplated hereby, (ii) none consummation of Parent and its affiliates will be deemed to be an "Acquiring Person" for purposes thereof and (iii) a "Distribution Date" shall not occur by virtue of the Offer, the Merger or the other transactions contemplated hereby. The Company will take any action reasonably requested by Parent to ensure and confirm that the Company, Parent and their respective affiliates will not have any obligations in connection with the Rights or the Rights Agreement in connection with the Offer, the Merger and the other transactions contemplated herebyby this Agreement and the Ancillary Agreements so as to render inapplicable to such transactions the restrictions on business combinations contained in Section 203 of the DGCL.

Authorization; Validity of Agreement; Company Action. (a) The Company Each of Parent and Sub has full corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to consummate the transactions contemplated hereby. The execution, delivery and performance by the Company of this Agreement, and the consummation by which it of the transactions contemplated hereby, have been duly authorized by the Company Board and, except for obtaining the approval of its stockholders as contemplated by Section 1.8 hereof, no other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement and the consummation by it of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company a party and, subject to obtaining approval and adoption of this Agreement by the approval of its stockholders as contemplated by Section 1.8 hereof, and assuming due and valid authorization, execution and delivery hereof by Parent and the Purchaser, is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms except as may be limited by (a) bankruptcy, insolvency, reorganization or other laws now or hereafter in effect relating to creditors' rights generally and (b) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). The affirmative vote of the holders of a majority of the outstanding Sharesshares of Parent Common Stock of the issuance of Parent Common Stock in connection with the Merger (the “Parent Stockholder Approval”), voting together to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and the Ancillary Agreements to which each of Parent and Sub, respectively, is a party and the consummation by Parent and Sub of the Merger and of the other transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of Parent and Sub, respectively, and, subject to obtaining the Parent Stockholder Approval, no other corporate actions on the part of Parent and Sub are necessary to authorize the execution and delivery of this Agreement or such Ancillary Agreements and the consummation by each of them of the transactions contemplated hereby and thereby. Each of this Agreement and the Ancillary Agreements to which each of Parent and Sub, respectively, is a party has been duly executed and delivered by Parent or Sub, as the case may be, and if applicable, the Parent’s stockholders and affiliates, assuming each of this Agreement and such Ancillary Agreements constitutes a single classvalid and binding obligation of the other parties hereto and thereto, are constitutes a valid and binding obligation of Parent or Sub, as the case may be, and Parents stockholders and affiliates enforceable against Parent, Sub or Parent’s stockholders and affiliates, as the case may be, in accordance with their respective terms, in accordance with its respective terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency or other similar laws, now or hereafter in effect, affecting creditors’ rights generally, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The shares of Parent Common Stock to be issued pursuant to the Merger, upon receipt of the Parent Stockholder Approval, when issued in accordance with the terms hereof, will be duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. (b) The Boards of Directors of Parent and Sub each have duly and validly approved and taken all corporate action required to be taken by such Board of Directors for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements to which Parent or Sub, as the case may be, is a party, and resolved to recommend that the stockholders of the Parent approve and adopt this Agreement. The Parent Stockholder Approval is the only votes vote of the holders of any class or series of the Company's Parent capital stock necessary to approve this Agreement and to consummate the transactions contemplated herebyMerger. (b) The Company Board has duly and validly approved the transactions contemplated hereby for the purposes of Section 203 of the DGCL. Accordingly, the provisions of Section 203 of the DGCL will not apply to the transactions contemplated by this Agreement. No other state takeover statute or similar statute or regulation applies or purports to apply to the Offer, the Merger or the other transactions contemplated hereby. (c) The Company Board has taken all necessary action so that (i) the Rights will not be exercisable, trade separately, or be otherwise affected by the Offer, the Merger or the other transactions contemplated hereby, (ii) none of Parent and its affiliates will be deemed to be an "Acquiring Person" for purposes thereof and (iii) a "Distribution Date" shall not occur by virtue of the Offer, the Merger or the other transactions contemplated hereby. The Company will take any action reasonably requested by Parent to ensure and confirm that the Company, Parent and their respective affiliates will not have any obligations in connection with the Rights or the Rights Agreement in connection with the Offer, the Merger and the other transactions contemplated hereby.

Authorization; Validity of Agreement; Company Action. (a) The Company has full all necessary corporate power and authority to execute and deliver this Agreement Agreement, to perform its obligations hereunder and to consummate the transactions contemplated herebyTransactions subject, in the case of the Merger, to the receipt of the Shareholder Approval. The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the transactions contemplated herebyTransactions, have been duly and validly authorized by the Company Board andBoard, except for obtaining the approval of its stockholders as contemplated by Section 1.8 hereof, and no other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement Agreement, the performance of its obligations hereunder and the consummation by it of the transactions contemplated herebyTransactions, except that the consummation of the Merger requires the Shareholder Approval. This Agreement has been duly executed and delivered by the Company and, subject to assuming the approval of its stockholders as contemplated by Section 1.8 hereof, and assuming due and valid authorization, execution and delivery hereof of this Agreement by each of the Parent and the PurchaserParties, is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms terms, except as that (i) such enforcement may be limited by (a) subject to applicable bankruptcy, reorganization, insolvency, reorganization moratorium or other laws similar Laws, now or hereafter in effect relating effect, affecting creditors’ rights generally, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to creditors' rights generally equitable defenses and to the discretion of the court before which any proceeding therefor may be brought (the “General Enforceability Exceptions”). (b) general principles Assuming the accuracy of equity (regardless the representations and warranties in Section 4.4, the adoption of whether enforceability is considered in a proceeding at law or in equity). The this Agreement by the affirmative vote of the holders of a majority at least two-thirds of the issued and outstanding Shares, voting together as a single class, are Shares (the “Shareholder Approval”) is the only votes vote or consent of the holders of any class or series of the Company's ’s capital stock stock, or any of them, that is necessary to approve this Agreement and in connection with the transactions contemplated hereby. (b) The Company Board has duly and validly approved the transactions contemplated hereby for the purposes of Section 203 consummation of the DGCL. Accordingly, the provisions of Section 203 of the DGCL will not apply to the transactions contemplated by this Agreement. No other state takeover statute or similar statute or regulation applies or purports to apply to the Offer, the Merger or the other transactions contemplated herebyMerger. (c) The As of the Agreement Date, the Company Board has taken all necessary action so that at a meeting duly called and held (i) the Rights will not be exercisable, trade separately, or be otherwise affected by the Offer, determined that the Merger or is fair to and in the other transactions contemplated herebybest interests of the Company and its shareholders, (ii) none authorized, approved and declared advisable the execution, delivery and performance of Parent this Agreement and its affiliates will be deemed to be an "Acquiring Person" for purposes thereof the consummation of the Transactions, including the Merger, and (iii) a "Distribution Date" shall not occur by virtue resolved (subject to Section 5.2) to recommend to the Company’s shareholders that they adopt this Agreement (such recommendation, the “Company Recommendation”) and directed that such matter be submitted for consideration of the Offer, Company’s shareholders at the Merger or the other transactions contemplated hereby. The Company will take any action reasonably requested by Parent to ensure and confirm that the Company, Parent and their respective affiliates will not have any obligations in connection with the Rights or the Rights Agreement in connection with the Offer, the Merger and the other transactions contemplated herebyShareholders Meeting.

Authorization; Validity of Agreement; Company Action. (a) The Company has full the requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Agreement to which it is, or is specified to be, a party, and, subject to obtaining the approval and adoption of this Agreement by the holders of at least a majority of the shares of Common Stock outstanding as of the record date for the Company Special Meeting (the “Company Stockholder Approval”) at the Company Special Meeting, to consummate the transactions contemplated herebyMerger and the other Transactions. The execution, delivery and performance by the Company of this AgreementAgreement and each Ancillary Agreement to which it is, or is specified to be, a party, and the consummation by it the Company of the transactions contemplated herebyMerger, have been duly authorized by its board of directors and, subject to the receipt of the Company Board and, except for obtaining Stockholder Approval and the approval filing of its stockholders the Certificate of Merger with the Secretary of State of the State of Delaware as contemplated required by Section 1.8 hereofthe DGCL, no other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement and each Ancillary Agreement to which it is, or is specified to be, a party, and the consummation by it of the transactions contemplated herebyMerger. This Agreement has been duly executed and delivered by the Company, and at or before the Closing the Company will have duly executed and delivered each Ancillary Agreement to which it is, or is specified to be, a party and, subject to the approval of its stockholders as contemplated by Section 1.8 hereof, and assuming due and valid authorization, execution and delivery hereof by Parent and the PurchaserMerger Sub, this Agreement is, and each Ancillary Agreement to which it is, or is specified to be, a party will be after such execution and delivery, a valid and binding obligation of the Company enforceable against the Company in accordance with its terms terms, except as that such enforcement may be limited by subject to (ai) applicable bankruptcy, insolvency, reorganization fraudulent transfer, reorganization, moratorium or other laws similar laws, now or hereafter in effect relating to effect, affecting creditors' ’ rights and remedies generally and (bii) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). The affirmative vote Committee (as defined in the Company Equity Plan) has adopted, or will adopt prior to the Closing Date, resolutions interpreting and adjusting the Company Equity Plan to provide for the treatment of the holders Company Options and restricted shares of a majority of Common Stock held under the outstanding Shares, voting together Company Equity Plan as a single class, are the only votes of the holders of any class or series of the Company's capital stock necessary to approve this Agreement and the transactions contemplated herebyprovided in Section 3.5. (b) The Company Board has duly and validly approved the transactions contemplated hereby for the purposes of Section 203 of the DGCL. Accordingly, the provisions of Section 203 of the DGCL will not apply to the transactions contemplated by this Agreement. No other state takeover statute or similar statute or regulation applies or purports to apply to the Offer, the Merger or the other transactions contemplated hereby. (c) The Company Board has taken all necessary action so that (i) the Rights will not be exercisable, trade separately, or be otherwise affected by the Offer, the Merger or the other transactions contemplated hereby, (ii) none of Parent and its affiliates will be deemed to be an "Acquiring Person" for purposes thereof and (iii) a "Distribution Date" shall not occur by virtue of the Offer, the Merger or the other transactions contemplated hereby. The Company will take any action reasonably requested by Parent to ensure and confirm that the Company, Parent and their respective affiliates will not have any obligations in connection with the Rights or the Rights Agreement in connection with the Offer, the Merger and the other transactions contemplated hereby.

Authorization; Validity of Agreement; Company Action. (a) The Company has full corporate power and authority to execute and deliver this Agreement, the Amalgamation Agreement, each other Ancillary Agreement to which it is party and each instrument required hereby to be executed and delivered by the Company prior to or upon the Amalgamation becoming effective, and, subject to obtaining the Shareholder Approvals required by the BCA, the Company Articles, the Company By-laws and the Shareholders Agreement, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated herebyTransactions. The execution, delivery and performance by the Company of this Agreement, the Amalgamation Agreement, each other Ancillary Agreement to which it is party and each instrument required hereby to be executed and delivered by the Company prior to or upon the Amalgamation becoming effective and the performance of its obligations hereunder and thereunder and the consummation by it of the transactions contemplated hereby, Transactions have been duly authorized by the Company its Board of Directors, and, except for obtaining the approval of its stockholders Shareholder Approvals as contemplated by Section 1.8 hereof6.6, no other corporate action on the part of the Company is necessary to authorize the execution execution, delivery and delivery performance by the Company of this Agreement, the Amalgamation Agreement, each other Ancillary Agreement to which it is party and the consummation by it of the transactions contemplated herebyTransactions. This Agreement has been, and the Amalgamation Agreement, each other Ancillary Agreement to which it is party and each instrument required hereby to be executed and delivered by the Company prior to the Amalgamation becoming effective has been or, if executed after the date hereof and upon or prior to the Amalgamation becoming effective, will be, duly executed and delivered by the Company and, subject to the approval of its stockholders as contemplated by Section 1.8 hereof, and assuming due and valid authorization, execution and delivery hereof and thereof by Parent and Subco and any other parties thereto, constitutes, or, in the Purchasercase of the Ancillary Agreements have been or, is a if executed after the date hereof and upon or prior to the Amalgamation becoming effective, will constitute, valid and binding obligation obligations of the Company enforceable against the Company in accordance with its terms their respective terms, except as enforceability may be limited by (ai) applicable bankruptcy, insolvency, reorganization or fraudulent conveyance, reorganization, moratorium and other laws Laws of general application affecting the enforcement of creditors’ rights generally now or hereafter in effect relating to creditors' rights generally and (bii) general principles of equity (equity, regardless of whether enforceability is considered asserted in a proceeding in equity or at law or in equity). The affirmative vote of the holders of a majority of the outstanding Shares, voting together as a single class, are the only votes of the holders of any class or series of the Company's capital stock necessary to approve this Agreement and the transactions contemplated herebylaw. (b) The Company Board has duly and validly approved the transactions contemplated hereby for the purposes of Section 203 Directors of the DGCL. AccordinglyCompany has determined, in consultation with its financial advisors, that the provisions of Section 203 Transactions are fair to, and in the best interests of the DGCL will not apply to the transactions contemplated by this Agreement. No other state takeover statute or similar statute or regulation applies or purports to apply to the Offer, the Merger or the other transactions contemplated herebyCompany Shareholders from a financial point of view. (c) The Company Board has taken all necessary action so that (i) the Rights will not be exercisable, trade separately, or be otherwise affected by the Offer, the Merger or the other transactions contemplated hereby, (ii) none of Parent and its affiliates will be deemed to be an "Acquiring Person" for purposes thereof and (iii) a "Distribution Date" shall not occur by virtue of the Offer, the Merger or the other transactions contemplated hereby. The Company will take any action reasonably requested by Parent to ensure and confirm that the Company, Parent and their respective affiliates will not have any obligations in connection with the Rights or the Rights Agreement in connection with the Offer, the Merger and the other transactions contemplated hereby.

Authorization; Validity of Agreement; Company Action. (a) The Company has full the requisite corporate power and authority to execute and deliver this Agreement and, subject to obtaining the affirmative vote for approval of the principal terms of the Merger and adoption of this Agreement and the transactions contemplated hereby, by the holders of a majority of the outstanding shares of Common Stock (the “Company Shareholder Approval”) on the record date for the meeting of the Company’s shareholders (the “Company Shareholders Meeting”) to consider the approval of the principal terms of the Merger and adoption of this Agreement under the CCC (“Company Voting Proposal”), to perform its obligations and consummate the transactions contemplated hereby. The Strategic Committee has determined that the transactions contemplated hereby are advisable and fair to and in the best interests of the Company and its shareholders and has recommended that the full Company Board approve this Agreement and the transactions contemplated hereby. The execution, delivery and performance by the Company of this Agreement, Agreement and the consummation by it the Company of the transactions contemplated hereby, hereby have been duly authorized by the Company Board and(acting upon the unanimous recommendation of the Strategic Committee), except for obtaining the approval of its stockholders as contemplated by Section 1.8 hereof, and no other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement and Agreement, except for the consummation by it Company Shareholder Approval of the transactions contemplated herebyCompany Voting Proposal. This Agreement has been duly executed and delivered by the Company and, subject to the approval of its stockholders as contemplated by Section 1.8 hereof, and assuming due and valid authorization, execution and delivery hereof by Parent and the Purchaser, is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms terms, except as that such enforcement may be limited by (a) subject to applicable bankruptcy, insolvency, reorganization reorganization, moratorium or other laws similar Laws, now or hereafter in effect relating to effect, affecting creditors' ’ rights generally and (b) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). The affirmative vote of the holders of a majority of the outstanding Shares, voting together as a single class, are the only votes of the holders of any class or series of the Company's capital stock necessary to approve this Agreement and the transactions contemplated hereby. (b) The Company Board has duly and validly approved the transactions contemplated hereby for the purposes of Section 203 of the DGCL. Accordingly, the provisions of Section 203 of the DGCL will not apply to the transactions contemplated by this Agreement. No other state takeover statute or similar statute or regulation applies or purports to apply to the Offer, the Merger or the other transactions contemplated hereby. (c) The Company Board has taken all necessary action so that (i) the Rights will not be exercisable, trade separately, or be otherwise affected by the Offer, the Merger or the other transactions contemplated hereby, (ii) none of Parent and its affiliates will be deemed to be an "Acquiring Person" for purposes thereof and (iii) a "Distribution Date" shall not occur by virtue of the Offer, the Merger or the other transactions contemplated herebyremedies generally. The Company will take any action reasonably requested by Parent to ensure and confirm Board, acting upon the recommendation of the Strategic Committee, has determined that the terms of this Agreement constitute a Superior Proposal (as defined in the Prior Agreement), the Company, Parent the Company Board and their respective affiliates will not the Strategic Committee have any obligations in connection with taken all actions necessary to terminate the Rights or the Rights Prior Agreement in connection accordance with the Offerits terms, the Merger and the other transactions contemplated herebyPrior Agreement has been validly terminated and is no longer in force or effect. The Company has paid $4,025,875 to Technology Resources Holdings, Inc. pursuant to Section 8.3 of the Prior Agreement.

Authorization; Validity of Agreement; Company Action. (a) The Company Each of Parent and Sub has full corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to consummate the transactions contemplated hereby. The execution, delivery and performance by the Company of this Agreement, and the consummation by which it of the transactions contemplated hereby, have been duly authorized by the Company Board and, except for obtaining the approval of its stockholders as contemplated by Section 1.8 hereof, no other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement and the consummation by it of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company a party and, subject to obtaining approval and adoption of this Agreement by the approval of its stockholders as contemplated by Section 1.8 hereof, and assuming due and valid authorization, execution and delivery hereof by Parent and the Purchaser, is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms except as may be limited by (a) bankruptcy, insolvency, reorganization or other laws now or hereafter in effect relating to creditors' rights generally and (b) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). The affirmative vote of the holders of a majority of the outstanding Sharesshares of Parent Common Stock of the issuance of Parent Common Stock in connection with the Merger (the "Parent Stockholder Approval"), voting together to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and the Ancillary Agreements to which each of Parent and Sub, respectively, is a party and the consummation by Parent and Sub of the Merger and of the other transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of Parent and Sub, respectively, and, subject to obtaining the Parent Stockholder Approval, no other corporate actions on the part of Parent and Sub are necessary to authorize the execution and delivery of this Agreement or such Ancillary Agreements and the consummation by each of them of the transactions contemplated hereby and thereby. Each of this Agreement and the Ancillary Agreements to which each of Parent and Sub, respectively, is a party has been duly executed and delivered by Parent or Sub, as the case may be, and if applicable, the Parent's stockholders and affiliates, assuming each of this Agreement and such Ancillary Agreements constitutes a single classvalid and binding obligation of the other parties hereto and thereto, are constitutes a valid and binding obligation of Parent or Sub, as the case may be, and Parents stockholders and affiliates enforceable against Parent, Sub or Parent's stockholders and affiliates, as the case may be, in accordance with their respective terms, in accordance with its respective terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency or other similar laws, now or hereafter in effect, affecting creditors' rights generally, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The shares of Parent Common Stock to be issued pursuant to the Merger, upon receipt of the Parent Stockholder Approval, when issued in accordance with the terms hereof, will be duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. (b) The Boards of Directors of Parent and Sub each have duly and validly approved and taken all corporate action required to be taken by such Board of Directors for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements to which Parent or Sub, as the case may be, is a party, and resolved to recommend that the stockholders of the Parent approve and adopt this Agreement. The Parent Stockholder Approval is the only votes vote of the holders of any class or series of the Company's Parent capital stock necessary to approve this Agreement and to consummate the transactions contemplated herebyMerger. (b) The Company Board has duly and validly approved the transactions contemplated hereby for the purposes of Section 203 of the DGCL. Accordingly, the provisions of Section 203 of the DGCL will not apply to the transactions contemplated by this Agreement. No other state takeover statute or similar statute or regulation applies or purports to apply to the Offer, the Merger or the other transactions contemplated hereby. (c) The Company Board has taken all necessary action so that (i) the Rights will not be exercisable, trade separately, or be otherwise affected by the Offer, the Merger or the other transactions contemplated hereby, (ii) none of Parent and its affiliates will be deemed to be an "Acquiring Person" for purposes thereof and (iii) a "Distribution Date" shall not occur by virtue of the Offer, the Merger or the other transactions contemplated hereby. The Company will take any action reasonably requested by Parent to ensure and confirm that the Company, Parent and their respective affiliates will not have any obligations in connection with the Rights or the Rights Agreement in connection with the Offer, the Merger and the other transactions contemplated hereby.

Authorization; Validity of Agreement; Company Action. (a) The Company has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated herebyTransactions. The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the transactions contemplated herebyTransactions, have been duly and validly authorized by the Board of Directors of the Company Board and(the “Company Board”), except for obtaining the approval of its stockholders as contemplated by Section 1.8 hereof, and no other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement and the consummation by it of the transactions Transactions, except that the consummation of the Merger requires the approval of the Company’s shareholders as contemplated herebyby Section 5.1. This Agreement has been duly executed and delivered by the Company and, subject to the approval of its stockholders as contemplated by Section 1.8 hereof, and assuming due and valid authorization, execution and delivery hereof of this Agreement by Parent and the PurchaserMerger Sub, is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms terms, except as (i) for the Enforceability Exceptions and (ii) that the remedy of specific performance and injunctive and other forms of equitable relief may be limited by (a) bankruptcy, insolvency, reorganization or other laws now or hereafter in effect relating subject to creditors' rights generally equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (b) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). The affirmative vote of the holders of a majority two-thirds of the outstanding Shares, voting together as a single class, are Common Shares is the only votes vote of the holders of any class or series of the Company's ’s capital stock that is necessary to approve adopt this Agreement. (c) At a meeting duly called and held, the Company Board unanimously (i) determined that this Agreement and the transactions contemplated hereby. (b) The Company Board has duly hereby are fair to and validly approved in the transactions contemplated hereby for the purposes of Section 203 best interests of the DGCL. Accordingly, the provisions of Section 203 of the DGCL will not apply to the transactions contemplated by Company’s shareholders and has declared this Agreement. No other state takeover statute or similar statute or regulation applies or purports to apply to the Offer, the Merger or the other transactions contemplated hereby. (c) The Company Board has taken all necessary action so that (i) the Rights will not be exercisable, trade separately, or be otherwise affected by the Offer, the Merger or the other transactions contemplated herebyAgreement advisable, (ii) none of Parent approved this Agreement and its affiliates will be deemed to be an "Acquiring Person" for purposes thereof the Transactions and (iii) a "Distribution Date" shall not occur by virtue of resolved (subject to Section 5.2) to recommend to the OfferCompany’s shareholders that they adopt this Agreement and approve the Merger (such recommendation, the Merger or the other transactions contemplated hereby. The “Company will take any action reasonably requested by Parent to ensure and confirm that the Company, Parent and their respective affiliates will not have any obligations in connection with the Rights or the Rights Agreement in connection with the Offer, the Merger and the other transactions contemplated herebyRecommendation”).

Authorization; Validity of Agreement; Company Action. (a) The Company has full the requisite corporate power and authority to execute and deliver this Agreement and, subject to obtaining the approval of the Merger by the holders of a majority of the issued and outstanding shares of Common Stock (the “Required Company Stockholder Vote”), if required, to consummate the transactions contemplated herebyTransactions. The execution, delivery and performance by the Company of this Agreement, Agreement and the consummation by it the Company of the transactions contemplated hereby, Transactions have been duly authorized by the Company Board andBoard, except for obtaining the approval of its stockholders as contemplated by Section 1.8 hereof, and no other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement and and, except for the Required Company Stockholder Vote, if required, the consummation by it of the transactions contemplated herebyTransactions. This Agreement has been duly executed and delivered by the Company and, subject to the approval of its stockholders as contemplated by Section 1.8 hereof, and assuming due and valid authorization, execution and delivery hereof by Parent and the Purchaser, is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms terms, except as that (i) such enforcement may be limited by (a) subject to applicable bankruptcy, insolvency, reorganization reorganization, moratorium or other laws similar laws, now or hereafter in effect relating to effect, affecting creditors' ’ rights and remedies generally and (bii) general principles the remedy of equity (regardless specific performance and injunctive and other forms of whether enforceability is considered in a proceeding at law or in equity). The affirmative vote equitable relief may be subject to equitable defenses and to the discretion of the holders of a majority of the outstanding Shares, voting together as a single class, are the only votes of the holders of court before which any class or series of the Company's capital stock necessary to approve this Agreement and the transactions contemplated herebyproceeding therefor may be brought. (b) The Company Board has Board, at a meeting duly called and validly approved held, unanimously adopted resolutions (i) determining that the transactions contemplated hereby for Transactions are advisable, fair to and in the purposes of Section 203 best interests of the DGCL. Accordinglystockholders of the Company, (ii) adopting and approving this Agreement and the Transactions and declaring it advisable that the Company enter into this Agreement and consummate the Transactions, (iii) recommending that the Company’s stockholders accept the Offer and approve the Merger and (iv) approving taking all actions on behalf of the Company so that the restrictions contained in its certificate of incorporation, the provisions of Section 203 of restrictions on “business combinations” set forth in the DGCL Delaware Takeover Statute and the restrictions on “significant business transactions” set forth in the Washington Takeover Statute will not apply to the transactions contemplated by execution, delivery or performance of this Agreement. No other state takeover statute Agreement or similar statute or regulation applies or purports to apply to the Offerconsummation of the Transactions, including the Merger or the other transactions contemplated herebyMerger. (c) The ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. has delivered to the Company Board has taken all necessary action so that (i) ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co.’s opinion to the Rights will not be exercisableeffect that, trade separatelyas of the date of such Fairness Opinion and based on the assumptions, or be otherwise affected by the Offerqualifications and limitations contained therein, the Merger or the other transactions contemplated hereby, (ii) none of Parent Offer Price and its affiliates will be deemed to be an "Acquiring Person" for purposes thereof and (iii) a "Distribution Date" shall not occur by virtue of the Offer, the Merger Consideration, taken together, are fair, from a financial point of view, to the holders of Common Stock (other than Common Stock held by Parent or its Affiliates) (the other transactions contemplated hereby“Fairness Opinion”). The Company will take any action reasonably requested make available to Parent a correct and complete copy of the form of such opinion solely for informational purposes as soon as possible after the receipt thereof by Parent to ensure and confirm that the Company, Parent and their respective affiliates will not have any obligations in connection with the Rights or the Rights Agreement in connection with the Offer, the Merger and the other transactions contemplated hereby.

Authorization; Validity of Agreement; Company Action. (a) The Company has full all necessary corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated herebyperform its obligations hereunder. The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the transactions contemplated herebyTransactions, have been duly and validly authorized by the Board of Directors of the Company Board and(“Company Board”), except for obtaining the approval of its stockholders as contemplated by Section 1.8 hereof, and no other corporate action on the part of the Company is necessary to authorize the execution execution, delivery and delivery performance by the Company of this Agreement and the consummation by it of the transactions contemplated herebyTransactions, except that the consummation of the Merger requires the Shareholder Approval. This Agreement has been duly executed and delivered by the Company and, subject to the approval of its stockholders as contemplated by Section 1.8 hereof, and assuming due and valid authorization, execution and delivery hereof of this Agreement by Parent and the PurchaserMerger Sub, is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms terms, except as that (i) such enforcement may be limited by (a) subject to applicable bankruptcy, reorganization, insolvency, reorganization moratorium or other laws similar Laws, now or hereafter in effect relating to effect, affecting creditors' ’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought (“General Enforceability Exceptions”). (b) general principles Assuming the accuracy of equity (regardless of whether enforceability is considered the representations and warranties in a proceeding at law or in equity). The Section 4.4, the affirmative vote of the holders of a majority of the outstanding Shares, voting together as a single class, are shares of Company Common Shares entitled to vote thereon to adopt this Agreement (“Shareholder Approval”) is the only votes vote or consent of the holders of any class or series of the Company's ’s capital stock that is necessary to approve this Agreement and in connection with the transactions contemplated hereby. (b) The Company Board has duly and validly approved the transactions contemplated hereby for the purposes of Section 203 consummation of the DGCL. Accordingly, the provisions of Section 203 of the DGCL will not apply to the transactions contemplated by this Agreement. No other state takeover statute or similar statute or regulation applies or purports to apply to the Offer, the Merger or the other transactions contemplated herebyMerger. (c) The At a meeting duly called and held, the Company Board has taken all necessary action so that (i) the Rights will not be exercisable, trade separately, or be otherwise affected by the Offer, determined that the Merger or is fair to and in the other transactions contemplated herebybest interests of the Company’s shareholders, (ii) none approved and declared advisable the execution, delivery and performance of Parent this Agreement and its affiliates will be deemed to be an "Acquiring Person" for purposes thereof and the consummation of the Transactions, including the Merger, (iii) a "Distribution Date" shall not occur by virtue resolved (subject to Section 5.2) to recommend to the Company’s shareholders that they adopt this Agreement (such recommendation, the “Company Recommendation”) and direct that such matter be submitted for consideration of the OfferCompany’s shareholders at the Special Meeting, and (iv) resolved to duly postpone the Merger or annual shareholders meeting of the other transactions contemplated hereby. The Company will scheduled, as of the Signing Date, for May 22, 2015 (the “Annual Meeting”) to take any action reasonably requested by Parent to ensure and confirm that place after the Company, Parent and their respective affiliates will not have any obligations in connection with the Rights or the Rights Agreement in connection with the Offer, the Merger and the other transactions contemplated herebySpecial Meeting.

Authorization; Validity of Agreement; Company Action. (a) The Assuming the accuracy of the representations in Section 5.7, the Company has full the requisite corporate power and authority to execute and deliver this Agreement and Agreement, and, subject to obtaining the Company Stockholder Approval, to consummate the transactions contemplated herebyContemplated Transactions. The execution, delivery and performance by the Company of this Agreement, and the consummation by it the Company of the transactions contemplated herebyContemplated Transactions, have been duly authorized by the Company Board andBoard. Assuming the accuracy of the representations in Section 5.7, except for obtaining the approval Company Stockholder Approval and the filing and recordation of its stockholders appropriate merger documents as contemplated required by Section 1.8 hereofthe DGCL, no other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement and the consummation by it of the transactions contemplated herebyContemplated Transactions. This Agreement has been duly executed and delivered by the Company and, subject to the approval of its stockholders as contemplated by Section 1.8 hereof, and Company Stockholder Approval (assuming due and valid authorization, execution and delivery hereof by Parent each of the Purchaser Parties and assuming the Purchaseraccuracy of the representations in Section 5.7), is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms terms, except as enforceability may be limited by (a) bankruptcy, insolvency, reorganization or other laws now or hereafter in effect relating to creditors' rights generally and (b) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). The affirmative vote of the holders of a majority of the outstanding Shares, voting together as a single class, are the only votes of the holders of any class or series of the Company's capital stock necessary to approve this Agreement and the transactions contemplated herebyEnforceability Exceptions. (b) The Company Board has duly and validly approved the transactions contemplated hereby for the purposes Special Committee is composed of Section 203 three members of the DGCLBoard who are Unaffiliated Directors. AccordinglyThe Board, at a meeting duly called and held, and acting upon the provisions of Section 203 recommendation of the DGCL will not apply to the transactions contemplated by this Agreement. No other state takeover statute or similar statute or regulation applies or purports to apply to the OfferSpecial Committee (as determined in good faith, the Merger or the other transactions contemplated hereby. (c) The Company Board after consultation with its financial advisor and outside legal counsel), has taken all necessary action so that (i) determined that this Agreement and the Rights will not be exercisableContemplated Transactions, trade separatelyincluding the Merger, or be otherwise affected by are advisable and in the Offerbest interests of, and fair to, the Merger or Company’s stockholders (other than members of the other transactions contemplated hereby, Purchaser Group and any Section 16 Officers); (ii) none of Parent approved this Agreement and its affiliates will be deemed to be an "Acquiring Person" for purposes thereof the Contemplated Transactions, including the Merger; and (iii) a "Distribution Date" shall not occur by virtue resolved to recommend that the stockholders of the Offer, Company approve the Merger or adoption of this Agreement and the other transactions contemplated herebyMerger. The Board, acting upon the recommendation of the Special Committee, has directed that this Agreement be submitted to the stockholders of the Company will take any action reasonably requested by Parent to ensure and confirm that at the Company, Parent and Company Meeting for their respective affiliates will not have any obligations in connection with the Rights or the Rights Agreement in connection with the Offer, the Merger and the other transactions contemplated herebyadoption.

Authorization; Validity of Agreement; Company Action. (a) The Company has full the requisite corporate power and authority to execute and deliver this Agreement and each of the agreements and instruments contemplated by this Agreement, including the Name Assignment and License Agreement (collectively, the "Ancillary Agreements") to which it is a party and to consummate the transactions contemplated herebyhereby and thereby. The execution, delivery and performance by the Company of this Agreement, the Ancillary Agreements to which it is a party and the consummation by it the Company of the transactions contemplated hereby, hereby and thereby have been duly and validly authorized by the Company Board andof Directors; the shareholders of the Company have approved the Merger, except for obtaining this Agreement and the approval transactions contemplated hereby by action by written consent in accordance with Sections 6.202 and 21.457 of its stockholders as contemplated by Section 1.8 hereofthe TBOC and such consent has not been amended, rescinded or modified; and no other corporate action proceedings on the part of the Company is are necessary to authorize the execution and delivery by the Company of this Agreement Agreement, the Ancillary Agreements to which it is a party and the consummation by it of the transactions contemplated herebyhereby and thereby. This Prior to the Effective Time, the changes to the broker-splits provided for in the agreements contemplated by Section 8.3(i) or as set forth on Section 4.4 of the Company Disclosure Schedule will have been approved by all requisite board, committee, officer or other action on the part of the Company or any Company Subsidiary. Each of this Agreement and the Ancillary Agreements to which it is a party executed by the Company contemporaneously herewith has been been, and each of the Ancillary Agreements to be executed by the Company after the date hereof will be, duly and validly executed and delivered by the Company and, subject to assuming the approval of its stockholders as contemplated by Section 1.8 hereof, and assuming due and valid authorization, execution and delivery hereof and thereof by Parent and Merger Sub and the Purchaserother parties party to each Ancillary Agreement, is is, or in the case of any Ancillary Agreement to be executed after the date hereof, will be, a valid and binding obligation of the Company enforceable against the Company in accordance with its terms terms, except as that (i) such enforcement may be limited by (a) subject to applicable bankruptcy, insolvency, reorganization insolvency or other laws similar laws, now or hereafter in effect relating to effect, affecting creditors' rights generally generally, and (b) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). The affirmative vote of the holders of a majority of the outstanding Shares, voting together as a single class, are the only votes of the holders of any class or series of the Company's capital stock necessary to approve this Agreement and the transactions contemplated hereby. (b) The Company Board has duly and validly approved the transactions contemplated hereby for the purposes of Section 203 of the DGCL. Accordingly, the provisions of Section 203 of the DGCL will not apply to the transactions contemplated by this Agreement. No other state takeover statute or similar statute or regulation applies or purports to apply to the Offer, the Merger or the other transactions contemplated hereby. (c) The Company Board has taken all necessary action so that (i) the Rights will not be exercisable, trade separately, or be otherwise affected by the Offer, the Merger or the other transactions contemplated hereby, (ii) none the remedy of Parent specific performance and its affiliates will injunctive and other forms of equitable relief may be deemed subject to be an "Acquiring Person" for purposes thereof equitable defenses and (iii) a "Distribution Date" shall not occur by virtue to the discretion of the Offer, the Merger or the other transactions contemplated hereby. The Company will take court before which any action reasonably requested by Parent to ensure and confirm that the Company, Parent and their respective affiliates will not have any obligations in connection with the Rights or the Rights Agreement in connection with the Offer, the Merger and the other transactions contemplated herebyproceeding therefor may be brought.

Authorization; Validity of Agreement; Company Action. (a) The Company has full corporate power and authority to execute and deliver this Agreement and and, subject to obtaining any necessary approval of its stockholders for the Merger, to consummate the transactions contemplated hereby. The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the transactions contemplated hereby, have been duly authorized by the Company its Board and, except for obtaining the approval of its stockholders as contemplated by Section 1.8 hereof, Directors and no other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement and the consummation by it of the transactions contemplated herebyhereby (other than, with respect to the Merger, obtaining any approval of its stockholders as contemplated by SECTION 1.6 hereof). This Agreement has been duly executed and delivered by the Company and, subject to the approval of its stockholders as contemplated by Section 1.8 hereof, and assuming due and valid authorization, execution and delivery hereof thereof by Parent and the Purchaser, is constitutes a valid and binding obligation of the Company Company, enforceable against the Company in accordance with its terms terms, except as that (i) such enforcement may be limited by (a) subject to applicable bankruptcy, insolvency, reorganization insolvency or other laws similar laws, now or hereafter in effect relating to effect, affecting creditors' rights generally and (bii) general principles the remedy of equity (regardless specific performance and injunctive and other forms of whether enforceability is considered in a proceeding at law or in equity). The affirmative vote equitable relief may be subject to equitable defenses and to the discretion of the holders of a majority of the outstanding Shares, voting together as a single class, are the only votes of the holders of court before which any class or series of the Company's capital stock necessary to approve this Agreement and the transactions contemplated herebyproceeding therefor may be brought. (b) The Company Board of Directors of the Company, at a meeting duly called and held, has unanimously (i) determined that each of the Agreement and the Merger are fair to and in the best interests of the stockholders of the Company; (ii) duly and validly approved and taken all corporate action required to be taken by the transactions contemplated hereby Board of Directors for the purposes of Section 203 consummation of the DGCL. Accordingly, the provisions of Section 203 of the DGCL will not apply to the transactions contemplated by this Agreement. No other state takeover statute or similar statute or regulation applies or purports to apply to the Offer, the Merger or the other transactions contemplated hereby. (c) The Company Board has taken all necessary action so that (i) the Rights will not be exercisable, trade separately, or be otherwise affected by the Offer, the Merger or the other transactions contemplated hereby, (ii) none of Parent and its affiliates will be deemed to be an "Acquiring Person" for purposes thereof Transactions; and (iii) a "Distribution Date" shall not occur by virtue resolved to recommend that the stockholders of the Offer, the Merger or the other transactions contemplated hereby. The Company will take any action reasonably requested by Parent to ensure approve and confirm that the Company, Parent and their respective affiliates will not have any obligations in connection with the Rights or the Rights adopt this Agreement in connection with the Offer, the Merger and the other transactions contemplated herebyMerger, and none of the aforesaid actions by the Board of Directors of the Company has been amended, rescinded or modified.

Authorization; Validity of Agreement; Company Action. (a) The Company has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance by the Company of this Agreement and the Stock Option Agreement, and the consummation by it of the transactions contemplated herebyhereby and thereby, have been duly authorized by the Company its Board of Directors and, except for obtaining the approval of more than two-thirds of its stockholders shareholders of the Merger Agreement in accordance with Section 13.1-718 of the VSCA as contemplated by Section 1.8 hereofhere of, no other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement or the Stock Option Agreement and the consummation by it of the transactions contemplated herebyhereby and thereby. This Each of this Agreement and the Stock Option Agreement has been duly executed and delivered by the Company and, subject to the approval of its stockholders as contemplated by Section 1.8 hereof, and assuming due and valid authorization, execution and delivery hereof and thereof by Parent and the Purchaser, is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms terms, except as that (i) such enforcement may be limited by (a) subject to applicable bankruptcy, insolvency, reorganization insolvency or other laws similar laws, now or hereafter in effect relating to effect, affecting creditors' rights generally generally, and (bii) general principles the remedy of equity (regardless specific performance and injunctive and other forms of whether enforceability is considered in a proceeding at law or in equity). The affirmative vote equitable relief may be subject to equitable defenses and to the discretion of the holders of a majority of the outstanding Shares, voting together as a single class, are the only votes of the holders of court before which any class or series of the Company's capital stock necessary to approve this Agreement and the transactions contemplated herebyproceeding therefor may be brought. (b) The Board of Directors of the Company Board has duly and validly unanimously approved the transactions contemplated hereby Transactions, including the Stock Option, the Offer, the acquisition of Shares pursuant to the Offer, the Shareholders Agreement and the Merger, for the purposes of Section 203 Article 14 and Article 14.1 of the DGCL. Accordingly, VSCA such that the provisions of Section 203 Article 14 and Article 14.1 of the DGCL VSCA will not apply to the transactions contemplated by this Agreement. No other state takeover statute or similar statute or regulation applies or purports to apply , such approval occurring prior to the Offer, time the Merger or the other transactions contemplated hereby. (c) The Company Board has taken all necessary action so that (i) the Rights will not be exercisable, trade separately, or be otherwise affected by the Offer, the Merger or the other transactions contemplated hereby, (ii) none of Parent and its affiliates will be deemed to be Purchaser became an "Acquiring Person" for purposes thereof and (iii) a interested shareholder"Distribution Date" shall not occur by virtue , as that term is defined in Section 13.1-725 of the Offer, the Merger or the other transactions contemplated hereby. The Company will take any action reasonably requested by Parent to ensure and confirm that the Company, Parent and their respective affiliates will not have any obligations in connection with the Rights or the Rights Agreement in connection with the Offer, the Merger and the other transactions contemplated herebyVSCA.

Authorization; Validity of Agreement; Company Action. (a) The Company has full all necessary corporate power and authority to execute and deliver this Agreement and the other Transaction Documents to consummate the transactions contemplated herebywhich it is a party and to perform its obligations hereunder. The execution, delivery and performance by the Company of this AgreementAgreement and the other Transaction Documents to which it is a party, and the consummation by it of the Merger and the other transactions contemplated herebyby this Agreement (which, for the avoidance of doubt, shall not include the Carve-out Transaction, the Financing and the transactions related thereto), have been duly and validly authorized by the Board of Directors of the Company Board and(the “Company Board”), except for obtaining the approval of its stockholders as contemplated by Section 1.8 hereof, and no other corporate action on the part of the Company is necessary to authorize the execution execution, delivery and delivery performance by the Company of this Agreement and the other Transaction Documents to which it is a party and the consummation by it of the Merger and the other transactions contemplated herebyby this Agreement (which, for the avoidance of doubt, shall not include the Carve-out Transaction, the Financing and the transactions related thereto), except that the consummation of the Merger requires the Stockholder Approval and the consummation of the Merger requires the filing of the Certificate of Merger with the Secretary of State of the State of Delaware. This Agreement has and the other Transaction Documents to which the Company is a party have been duly and validly executed and delivered by the Company and, subject to the approval of its stockholders as contemplated by Section 1.8 hereof, and assuming due and valid authorization, execution and delivery hereof of this Agreement and such Transaction Documents by Parent Parent, Merger Sub and the PurchaserCarve-out Buyer, is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms except terms, subject to the General Enforceability Exceptions. Assuming the accuracy of the representations and warranties of the Parent, Merger Sub and Carve-out Buyer set forth in this Agreement, the Company Board has taken all necessary action so that any takeover, anti-takeover, moratorium, “fair price”, “control share” or similar Law applicable to the Company or its Subsidiaries (including the restrictions on “business combinations” with an “interested stockholder” (each as may be limited by defined in Section 203 of the DGCL) under Section 203 of the DGCL) (a“Takeover Laws”) bankruptcyor similar provisions under the organizational documents of the Company and its Subsidiaries do not, insolvencyand will not, reorganization or other laws now or hereafter in effect relating apply to creditors' rights generally and the Merger. (b) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). The affirmative vote of the holders of a majority of the issued and outstanding Shares, voting together as a single class, are shares of Company Common Stock to adopt this Agreement (the “Stockholder Approval”) is the only votes vote, approval or consent of the holders of any class or series of the Company's capital stock necessary to approve this Agreement and the transactions contemplated hereby. (b) The Company Board has duly and validly approved the transactions contemplated hereby for the purposes of Section 203 of the DGCL. Accordingly, Company that is necessary in connection with the provisions of Section 203 consummation of the DGCL will not apply to the transactions contemplated by this Agreement. No other state takeover statute or similar statute or regulation applies or purports to apply to the Offer, the Merger or the other transactions contemplated herebyMerger. (c) The At a meeting duly called and held, the Company Board has taken all necessary action so that unanimously (i) the Rights will not be exercisable, trade separately, or be otherwise affected by the Offer, determined that the Merger or is fair to and in the other transactions contemplated herebybest interests of the Company and its stockholders, (ii) none approved and declared advisable this Agreement and the other Transaction Documents to which it is a party, the execution, delivery and performance of Parent this Agreement and its affiliates will be deemed the other Transaction Documents to be an "Acquiring Person" for purposes thereof which it is a party and the consummation of the Merger, (iii) a "Distribution Date" shall not occur by virtue resolved to recommend to the Company’s stockholders that they adopt this Agreement in accordance with the Restated Certificate of Incorporation and the OfferBy-Laws and the DGCL (such recommendation, the Merger or the other transactions contemplated hereby. The “Company will take any action reasonably requested by Parent Recommendation”) and (iv) directed that such matters be submitted to ensure and confirm that the Company, Parent and their respective affiliates will not have any obligations in connection with ’s stockholders at the Rights or the Rights Agreement in connection with the Offer, the Merger and the other transactions contemplated herebySpecial Meeting for adoption.

Authorization; Validity of Agreement; Company Action. (a) The Company has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, subject to obtaining stockholder approval as described in this Section 3.3. The Board of Directors, at a meeting duly called and held on November 5, 1998 at which all of the members of the Board of Directors were present, duly adopted a resolution by a vote of five in favor and two opposed approving this Agreement and its execution, delivery and performance by the Company of this Agreement, and the consummation by it of the transactions contemplated hereby, have been duly authorized by recommended that the stockholders of the Company adopt this Agreement and the Merger, and determined that this Agreement and the Merger, are fair to the stockholders of the Company other than Parent and its Subsidiaries; provided, however, any such recommendation of the Board andof Directors may be withdrawn, except for obtaining modified or amended to the approval of its stockholders as contemplated extent permitted by Section 1.8 hereof, no 5.5 of this Agreement. No other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement and the consummation by it of the transactions contemplated herebyhereby (except for the stockholder approval described in this Section 3.3 and in Section 6.1(a)(ii)). This Agreement has been duly executed and delivered by the Company and, subject to the approval of its stockholders as contemplated by Section 1.8 hereof, and assuming due and valid authorization, execution and delivery hereof by Parent and the PurchaserSub, is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms except as may be limited by (a) terms, subject to applicable bankruptcy, insolvency, reorganization or other insolvency and similar laws now or hereafter in effect relating to affecting creditors' rights generally and (b) to general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). The affirmative vote of the holders of a majority of the outstanding Shares, voting together as a single class, Shares are the only votes of the holders of any class or series of the Company's capital stock necessary under the DGCL and the Company's Certificate of Incorporation to approve adopt this Agreement and approve the transactions contemplated hereby. Section 203 of the DGCL is not applicable to the Merger. The provisions of Article X of the Company's Certificate of Incorporation will not apply to this Agreement, the Merger or any of the transactions contemplated hereby. (b) The Company Board has duly and validly approved the transactions contemplated hereby for the purposes of Section 203 of the DGCL. Accordingly, the provisions of Section 203 of the DGCL will not apply to the transactions contemplated by this Agreement. No other state takeover statute or similar statute or regulation applies or purports to apply to the Offer, the Merger or the other transactions contemplated hereby. (c) The Company Board has taken all necessary action so that (i) the Rights will not be exercisable, trade separately, or be otherwise affected by the Offer, the Merger or the other transactions contemplated hereby, (ii) none of Parent and its affiliates will be deemed to be an "Acquiring Person" for purposes thereof and (iii) a "Distribution Date" shall not occur by virtue of the Offer, the Merger or the other transactions contemplated hereby. The Company will take any action reasonably requested by Parent to ensure and confirm that the Company, Parent and their respective affiliates will not have any obligations in connection with the Rights or the Rights Agreement in connection with the Offer, the Merger and the other transactions contemplated hereby.

Authorization; Validity of Agreement; Company Action. (a) The Company has full all necessary corporate power and authority to execute and deliver this Agreement Agreement, to perform its obligations hereunder and to consummate the transactions contemplated herebyTransactions. The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the transactions contemplated herebyTransactions, have been duly and validly authorized by the Company Board and, except for obtaining the approval of its stockholders as contemplated by Section 1.8 hereof, Directors and no other corporate action on the part of the Company Company, pursuant to the MGCL or otherwise, is necessary to authorize the execution and delivery by the Company of this Agreement Agreement, and the consummation by it of the transactions contemplated herebyTransactions, subject, in the case of the Company Merger, to the approval of the Company Merger and the other Transactions by the Company Stockholder Approval and the filing of the Articles of Merger with, and acceptance for record of the Articles of Merger by, the SDAT. This Agreement has been duly executed and delivered by the Company and, subject to the approval of its stockholders as contemplated by Section 1.8 hereof, and assuming due and valid authorization, execution and delivery hereof by Parent the Company Operating Partnership, DLR, REIT Merger Sub, DLR OP, Merger Sub GP and the Purchaser, OP merger Sub is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms terms, except as that the enforcement hereof may be limited by (ai) bankruptcy, insolvency, reorganization reorganization, moratorium or other laws similar Laws, now or hereafter in effect effect, relating to creditors' ’ rights generally and (bii) general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law or in equityLaw). The affirmative vote of the holders of a majority of the outstanding Shares, voting together as a single class, are the only votes of the holders of any class or series of the Company's capital stock necessary to approve this Agreement and the transactions contemplated hereby. (b) The Company Board Operating Partnership has all necessary limited partnership power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Transactions. The execution, delivery and performance by the Company Operating Partnership of this Agreement, and the consummation by it of the Transactions, have been duly and validly approved authorized by the transactions contemplated hereby for the purposes of Section 203 general partner of the DGCL. AccordinglyCompany Operating Partnership and no other limited partnership action on the part of the Company Operating Partnership or the Minority Limited Partners, pursuant to the MRULPA or otherwise, is necessary to authorize the execution and delivery by the Company Operating Partnership of this Agreement, and the consummation by it of the Transactions, subject, in the case of the Partnership Merger, to the filing of the Articles of Partnership Merger with, and acceptance for record of the Articles of Partnership Merger by, the provisions of Section 203 SDAT. This Agreement has been duly executed and delivered by the Company Operating Partnership and, assuming due and valid authorization, execution and delivery hereof by Company, DLR, REIT Merger Sub, DLR OP, Merger Sub GP and OP Merger Sub is a valid and binding obligation of the DGCL will not apply to Company Operating Partnership enforceable against the transactions contemplated Company Operating Partnership in accordance with its terms, except that the enforcement hereof may be limited by this Agreement. No other state takeover statute or similar statute or regulation applies or purports to apply to the Offer, the Merger or the other transactions contemplated hereby. (c) The Company Board has taken all necessary action so that (i) the Rights will not be exercisablebankruptcy, trade separatelyinsolvency, reorganization, moratorium or be otherwise affected by the Offerother similar Laws, the Merger now or the other transactions contemplated herebyhereafter in effect, relating to creditors’ rights generally and (ii) none general principles of Parent and its affiliates will be deemed to be an "Acquiring Person" for purposes thereof and equity (iii) regardless of whether enforceability is considered in a "Distribution Date" shall not occur by virtue of the Offer, the Merger proceeding in equity or the other transactions contemplated hereby. The Company will take any action reasonably requested by Parent to ensure and confirm that the Company, Parent and their respective affiliates will not have any obligations in connection with the Rights or the Rights Agreement in connection with the Offer, the Merger and the other transactions contemplated herebyat Law).

Authorization; Validity of Agreement; Company Action. (a) The Company has full the requisite corporate power and authority to execute and deliver this Agreement and each of the other Transaction Documents to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated herebyhereby (including the Merger) and thereby. The execution, delivery and performance by the Company of this AgreementAgreement and each of the other Transaction Documents to which it is a party, and the consummation by it the Company of the transactions contemplated herebyhereby (including the Merger) and thereby, have been duly and validly authorized by all necessary corporate action on the Company Board and, except for obtaining part of the Company. The adoption of this Agreement and each of the other Transaction Documents and the approval of its stockholders the transactions contemplated hereby (including the Merger) and thereby by the holders of Class A Common Stock and the Class B Common Stock, voting as separate classes, are the only approvals of holders of Common Stock necessary to approve the Merger and to consummate the transactions contemplated by Section 1.8 hereofthis Agreement and the other Transaction Documents, no which such approvals will be obtained by delivery of executed Shareholder Consents from such shareholders to the Company immediately following the execution of this Agreement. No other corporate action on the part of the Company is necessary to adopt this Agreement and the other Transaction Documents to which it is a party or to authorize the execution and delivery by the Company of this Agreement and each of the other Transaction Documents to which it is a party and the consummation by it of the transactions contemplated herebyhereby (including the Merger) and thereby. This Agreement has been been, and as of the Closing Date each of the other Transaction Documents to which the Company is a party will have been, duly executed and delivered by the Company and, subject to the approval of its stockholders as contemplated by Section 1.8 hereof, and assuming due and valid authorization, execution and delivery hereof and, to the extent applicable, thereof by Parent and Sub, this Agreement is, and each of the Purchaserother Transaction Documents will be, is a legally valid and binding obligation of the Company enforceable against the Company in accordance with its terms terms, except as that (i) such enforcement may be limited by (a) subject to applicable bankruptcy, insolvency, reorganization reorganization, moratorium or other laws similar Laws, now or hereafter in effect relating to effect, affecting creditors' ’ rights and remedies generally and (bii) general principles the remedy of equity (regardless specific performance and injunctive and other forms of whether enforceability is considered in a proceeding at law or in equity). The affirmative vote equitable relief may be subject to equitable defenses and to the discretion of the holders of a majority of the outstanding Shares, voting together as a single class, are the only votes of the holders of court before which any class or series of the Company's capital stock necessary to approve this Agreement and the transactions contemplated herebyproceeding therefor may be brought. (b) The Company Board has duly and validly approved the transactions contemplated hereby for the purposes of Section 203 of the DGCL. Accordingly, the provisions of Section 203 of the DGCL will not apply to the transactions contemplated by this Agreement. No other state takeover statute or similar statute or regulation applies or purports to apply to the Offer, the Merger or the other transactions contemplated hereby. (c) The Company Board has taken all necessary action so that (i) the Rights will not be exercisable, trade separately, or be otherwise affected by the Offer, the Merger or the other transactions contemplated hereby, (ii) none of Parent and its affiliates will be deemed to be an "Acquiring Person" for purposes thereof and (iii) a "Distribution Date" shall not occur by virtue of the Offer, the Merger or the other transactions contemplated hereby. The Company will take any action reasonably requested by Parent to ensure and confirm that the Company, Parent and their respective affiliates will not have any obligations in connection with the Rights or the Rights Agreement in connection with the Offer, the Merger and the other transactions contemplated hereby.

Authorization; Validity of Agreement; Company Action. (a) The Company has full all necessary corporate power and authority to execute and deliver this Agreement each of the Transaction Agreements, to perform its obligations hereunder and to consummate the transactions contemplated herebyMerger and the other Transactions. The execution, execution and delivery of this Agreement and performance the other Transaction Agreements by the Company and the consummation by the Company of this Agreement, and the consummation by it of the transactions contemplated hereby, Transactions have been duly and validly authorized by the Company Board and, except for obtaining the approval of its stockholders as contemplated by Section 1.8 hereof, all necessary corporate action and no other corporate action proceedings on the part of the Company is are necessary to authorize any of the execution and delivery by Transaction Agreements or to consummate any of the Company Transactions (other than, with respect to the Merger, the adoption of this Agreement by the holders of a majority of the outstanding shares of Company Common Stock and the consummation by it filing and recordation of appropriate merger documents in accordance with Section 1.4 hereof). No other vote of the security holders of the Company is required in order for the Company to consummate the Merger and the transactions contemplated hereby. This Agreement has and the other Transaction Agreements have been duly and validly executed and delivered by the Company and, subject to assuming the approval of its stockholders as contemplated by Section 1.8 hereof, and assuming due and valid authorization, execution and delivery hereof by Parent and the Purchaser, is a constitute legal, valid and binding obligation obligations of the Company Company, enforceable against the Company in accordance with its terms except as may be limited by (a) their respective terms, subject to bankruptcy, insolvency, reorganization or other fraudulent transfer, reorganization, moratorium and similar laws now or hereafter in effect of general applicability relating to or affecting creditors' rights generally and (b) to general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). The affirmative vote of the holders of a majority of the outstanding Shares, voting together as a single class, are the only votes of the holders of any class or series of the Company's capital stock necessary to approve this Agreement and the transactions contemplated herebyprinciples. (b) The Company Board has duly and validly approved the transactions contemplated hereby for the purposes of Section 203 Directors of the DGCL. AccordinglyCompany, the provisions of Section 203 of the DGCL will not apply to the transactions contemplated by this Agreement. No other state takeover statute or similar statute or regulation applies or purports to apply to the Offerat a meeting duly called and held, the Merger or the other transactions contemplated hereby. (c) The Company Board has taken all necessary action so that unanimously (i) determined that each of the Rights will not be exercisable, trade separately, or be otherwise affected by Transaction Agreements and each of the Offer, Transactions (including the Merger or Offer and the other transactions contemplated hereby, Merger) are in the best interests of the stockholders of the Company; (ii) none of Parent approved and its affiliates will be deemed taken all other corporate action required to be an "Acquiring Person" taken by the Board of Directors for purposes thereof the consummation of the Transactions; and (iii) a "Distribution Date" shall not occur by virtue resolved to recommend that the stockholders of the Company accept the Offer, tender their Shares to the Merger or Purchaser pursuant to the other transactions contemplated hereby. The Company will take any action reasonably requested by Parent to ensure Offer and confirm that the Company, Parent approve and their respective affiliates will not have any obligations in connection with the Rights or the Rights adopt this Agreement in connection with the Offer, the Merger and the other transactions contemplated herebyMerger, and none of the aforesaid actions by the Board of Directors of the Company has been amended, rescinded or modified.

Authorization; Validity of Agreement; Company Action. (a) The Company has full all necessary corporate power and authority to execute and deliver this Agreement Agreement, to perform its obligations hereunder and to consummate the transactions contemplated herebyMerger. The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the transactions contemplated herebyMerger by the Company, have been duly and validly authorized by the Company Board and, except for obtaining the approval of its stockholders as contemplated by Section 1.8 hereof, Directors and no other corporate action on the part of the Company Company, pursuant to the DGCL or otherwise, is necessary to authorize the execution and delivery by the Company of this Agreement Agreement, and the consummation by it of the transactions contemplated herebyMerger by the Company subject, in the case of the consummation of the Merger, to the adoption of this Agreement by the stockholders of the Company and the filing of the Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the DGCL. Assuming that the representations of Parent and Purchaser contained in Section 4.6 are accurate, the affirmative vote of the holders of a majority of all of the Shares entitled to vote on the adoption of the Agreement is the only stockholder vote required to approve the Merger. This Agreement has been duly executed and delivered by the Company and, subject to the approval of its stockholders as contemplated by Section 1.8 hereof, and assuming due and valid authorization, execution and delivery hereof by Parent and the Purchaser, is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms terms, except as may be limited by that (a) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization insolvency or other laws similar laws, now or hereafter in effect relating to effect, affecting creditors' ’ rights generally and (b) general principles the remedy of equity (regardless specific performance and injunctive and other forms of whether enforceability is considered in a proceeding at law or in equity). The affirmative vote equitable relief may be subject to equitable defenses and to the discretion of the holders of a majority of the outstanding Shares, voting together as a single class, are the only votes of the holders of court before which any class or series of the Company's capital stock necessary to approve this Agreement and the transactions contemplated herebyproceeding therefor may be brought. (b) The Company Board has duly and validly approved the transactions contemplated hereby for the purposes of Section 203 of the DGCL. Accordingly, the provisions of Section 203 of the DGCL will not apply to the transactions contemplated by this Agreement. No other state takeover statute or similar statute or regulation applies or purports to apply to the Offer, the Merger or the other transactions contemplated hereby. (c) The Company Board has taken all necessary action so that (i) the Rights will not be exercisable, trade separately, or be otherwise affected by the Offer, the Merger or the other transactions contemplated hereby, (ii) none of Parent and its affiliates will be deemed to be an "Acquiring Person" for purposes thereof and (iii) a "Distribution Date" shall not occur by virtue of the Offer, the Merger or the other transactions contemplated hereby. The Company will take any action reasonably requested by Parent to ensure and confirm that the Company, Parent and their respective affiliates will not have any obligations in connection with the Rights or the Rights Agreement in connection with the Offer, the Merger and the other transactions contemplated hereby.

Authorization; Validity of Agreement; Company Action. (a) The Company has full the requisite corporate power and authority to execute and deliver this Agreement and and, subject to obtaining the approval of its shareholders, to consummate the transactions contemplated hereby. The execution, delivery and performance by the Company of this Agreement, Agreement and the consummation by it the Company of the transactions contemplated hereby, hereby have been duly authorized by the Company Board its board of directors, and, except for for, with respect to the Merger, obtaining the approval of its stockholders as contemplated by Section 1.8 hereofshareholders, no other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement and the consummation by it of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and, subject to approval by the approval of its stockholders as contemplated by Section 1.8 hereof, Company's shareholders (and assuming due and valid authorization, execution and delivery hereof by Parent and the PurchaserSub), is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms terms, except as that (i) such enforcement may be limited by (a) subject to applicable bankruptcy, insolvency, reorganization reorganization, moratorium or other laws similar laws, now or hereafter in effect relating to effect, affecting creditors' rights and remedies generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (b) general principles The board of equity directors of the Company has (regardless i) determined that it is in the best interests of whether enforceability is considered the Company's shareholders for the Company to consummate the acquisition of the Company by Parent and Sub upon the terms and subject to the conditions set forth in a proceeding at law or in equity). this Agreement, (ii) adopted this Agreement and approved the transactions contemplated hereby, including the Merger, and (iii) resolved, subject to Section 6.3, to recommend that the shareholders of the Company approve this Agreement and the transactions contemplated hereby, including the Merger. (c) The affirmative vote (in person or by proxy) of the holders of a majority not less than two-thirds of the outstanding Shares, voting together as a single class, are shares of Common Stock at the Company Special Meeting in favor of the approval of this Agreement (the "Company Shareholder Approval") is the only votes vote or approval of the holders of any class or series of the Company's capital stock of the Company or any of its Subsidiaries that is necessary to approve this Agreement and the transactions contemplated hereby, including the Merger. (b) The Company Board has duly and validly approved the transactions contemplated hereby for the purposes of Section 203 of the DGCL. Accordingly, the provisions of Section 203 of the DGCL will not apply to the transactions contemplated by this Agreement. No other state takeover statute or similar statute or regulation applies or purports to apply to the Offer, the Merger or the other transactions contemplated hereby. (c) The Company Board has taken all necessary action so that (i) the Rights will not be exercisable, trade separately, or be otherwise affected by the Offer, the Merger or the other transactions contemplated hereby, (ii) none of Parent and its affiliates will be deemed to be an "Acquiring Person" for purposes thereof and (iii) a "Distribution Date" shall not occur by virtue of the Offer, the Merger or the other transactions contemplated hereby. The Company will take any action reasonably requested by Parent to ensure and confirm that the Company, Parent and their respective affiliates will not have any obligations in connection with the Rights or the Rights Agreement in connection with the Offer, the Merger and the other transactions contemplated hereby.

Authorization; Validity of Agreement; Company Action. (a) The Company has full all necessary corporate power and authority to execute and deliver this Agreement Agreement, to perform its obligations hereunder and to consummate the transactions contemplated herebyby this Agreement and the other Transaction Documents (the “Transactions”). The execution, delivery and performance by the Company of this Agreement, the Notes, the Warrants and the consummation by it of the transactions contemplated herebyTransactions, have been duly and validly authorized by the Company Company’s Board andof Directors, except for obtaining the approval of its stockholders as contemplated by Section 1.8 hereof, and no other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement and the other Transaction Documents and the consummation by it of the transactions contemplated herebyTransactions. This Agreement has been duly executed and delivered by the Company and, subject to the approval of its stockholders as contemplated by Section 1.8 hereof, and assuming due and valid authorization, execution and delivery hereof by Parent and the PurchaserPurchasers, is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms terms, except as that (i) such enforcement may be limited by (a) subject to applicable bankruptcy, insolvency, reorganization insolvency or other laws similar laws, now or hereafter in effect relating to effect, affecting creditors' ’ rights generally and (bii) general principles the remedy of equity (regardless specific performance and injunctive and other forms of whether enforceability is considered in a proceeding at law or in equity). The affirmative vote equitable relief may be subject to equitable defenses and to the discretion of the holders court before which any proceeding therefor may be brought. Assuming performance by Purchasers of a majority their obligations hereunder, upon execution of the outstanding SharesNotes and Warrants by the Company, voting together as a single class, are the only votes such documents shall be valid and binding obligations of the holders of any class or series of Company enforceable against the Company's capital stock necessary to approve this Agreement and the transactions contemplated hereby. (b) The Company Board has duly and validly approved the transactions contemplated hereby for the purposes of Section 203 of the DGCL. Accordinglyin accordance with its terms, the provisions of Section 203 of the DGCL will not apply to the transactions contemplated by this Agreement. No other state takeover statute or similar statute or regulation applies or purports to apply to the Offer, the Merger or the other transactions contemplated hereby. (c) The Company Board has taken all necessary action so except that (i) the Rights will not such enforcement may be exercisablesubject to applicable bankruptcy, trade separatelyinsolvency or other similar laws, now or be otherwise affected by the Offerhereafter in effect, the Merger or the other transactions contemplated hereby, affecting creditors’ rights generally and (ii) none the remedy of Parent specific performance and its affiliates will injunctive and other forms of equitable relief may be deemed subject to be an "Acquiring Person" for purposes thereof equitable defenses and (iii) a "Distribution Date" shall not occur by virtue to the discretion of the Offer, the Merger or the other transactions contemplated hereby. The Company will take court before which any action reasonably requested by Parent to ensure and confirm that the Company, Parent and their respective affiliates will not have any obligations in connection with the Rights or the Rights Agreement in connection with the Offer, the Merger and the other transactions contemplated herebyproceeding therefor may be brought.

Authorization; Validity of Agreement; Company Action. (a) The Company has full corporate power and authority to execute execute, deliver and deliver perform its obligations under this Agreement and the other agreements to consummate be executed by the transactions Company as contemplated herebyhereunder (collectively, the "Closing Documents") and, subject, in the case of the Merger, to obtaining the vote of a majority of the outstanding shares of Company Common Stock in favor of the adoption of this Agreement (the "Required Company Vote"). The execution, delivery and performance by the Company of this AgreementAgreement and the other Closing Documents, and the consummation by it of the transactions contemplated herebyTransactions, have been duly authorized by the Company Board and, except for obtaining the approval of its stockholders as contemplated by Section 1.8 1.6 hereof, no other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement and the other Closing Documents and the consummation by it of the transactions contemplated herebyTransactions. This Agreement has been duly executed and delivered by the Company and, subject to the approval of its stockholders as contemplated by Section 1.8 hereof, and assuming due and valid authorization, execution and delivery hereof by Parent and the Purchaserother parties thereto, is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms terms, except as that (i) such enforcement may be limited by (a) subject to applicable bankruptcy, insolvency, reorganization reorganization, moratorium or other laws similar laws, now or hereafter in effect relating to effect, affecting creditors' rights generally generally, and (bii) general principles the remedy of equity (regardless specific performance and injunctive and other forms of whether enforceability is considered in a proceeding at law or in equity). The affirmative vote equitable relief may be subject to equitable defenses and to the discretion of the holders of a majority of the outstanding Shares, voting together as a single class, are the only votes of the holders of court before which any class or series of the Company's capital stock necessary to approve this Agreement and the transactions contemplated herebyproceeding therefor may be brought. (b) The Special Committee has unanimously recommended to the Company Board that the Company enter into this Agreement. The Company Board, having considered and acting subsequent to the recommendation of the Special Committee, has duly approved and validly approved taken all corporate action required to be taken by the transactions contemplated hereby Company Board for the purposes consummation of Section 203 of the DGCL. Accordingly, the provisions of Section 203 of the DGCL will not apply to the transactions contemplated by this Agreement and has resolved (i) that this Agreement and the Transactions, taken together, are advisable and fair to, and in the best interests of, the Company and its stockholders; and (ii) to recommend that the stockholders of the Company approve and adopt this Agreement. No other state takeover statute or similar statute or regulation applies or purports to apply to the Offer, the Merger or the other transactions contemplated hereby. (c) The Company Board has taken all necessary action so directed that (i) this Agreement be submitted to the Rights will not be exercisable, trade separately, or be otherwise affected by the Offer, the Merger or the other transactions contemplated hereby, (ii) none of Parent and its affiliates will be deemed to be an "Acquiring Person" for purposes thereof and (iii) a "Distribution Date" shall not occur by virtue stockholders of the Offer, the Merger or the other transactions contemplated hereby. The Company will take any action reasonably requested for adoption by Parent to ensure and confirm that the Company, Parent and their respective affiliates will not have any obligations in connection with the Rights or the Rights Agreement in connection with the Offer, the Merger and the other transactions contemplated herebysuch stockholders.

Authorization; Validity of Agreement; Company Action. (a) The Company has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated herebyTransactions. The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the transactions contemplated herebyTransactions, have been duly and validly authorized by the Board of Directors of the Company Board and(the “Company Board”), except for obtaining the approval of its stockholders as contemplated by Section 1.8 hereof, and no other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement and the consummation by it of the transactions contemplated herebyTransactions, except that the consummation of the Merger requires the Shareholder Approval. This Agreement has been duly executed and delivered by the Company and, subject to the approval of its stockholders as contemplated by Section 1.8 hereof, and assuming due and valid authorization, execution and delivery hereof of this Agreement by the Parent and the PurchaserMerging Sub, is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms terms, except as that (i) such enforcement may be limited by (a) subject to applicable bankruptcy, reorganization, insolvency, reorganization moratorium or other laws similar Laws, now or hereafter in effect relating to effect, affecting creditors' ’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (b) general principles Assuming the accuracy of equity (regardless of whether enforceability is considered the representation and warranty in a proceeding at law or in equity). The Section 4.4, the affirmative vote of the holders of a majority of the outstanding Shares, voting together as a single class, are Shares to adopt this Agreement (the “Shareholder Approval”) is the only votes vote or consent of the holders of any class or series of the Company's ’s capital stock stock, or any of them, that is necessary to approve this Agreement and in connection with the transactions contemplated hereby. (b) The Company Board has duly and validly approved the transactions contemplated hereby for the purposes of Section 203 consummation of the DGCL. Accordingly, the provisions of Section 203 of the DGCL will not apply to the transactions contemplated by this Agreement. No other state takeover statute or similar statute or regulation applies or purports to apply to the Offer, the Merger or the other transactions contemplated herebyMerger. (c) The Company Board has taken all necessary action so that (i) determined that this Agreement and the Rights will not be exercisable, trade separately, or be otherwise affected by Transactions are fair to and in the Offer, best interests of the Merger or the other transactions contemplated herebyCompany’s shareholders and declared this Agreement advisable, (ii) none of Parent approved this Agreement and its affiliates will be deemed to be an "Acquiring Person" for purposes thereof and the Transactions, (iii) directed that the adoption of this Agreement be submitted to a "Distribution Date" shall not occur by virtue vote at a meeting of the OfferCompany’s shareholders and (iv) resolved (subject to Section 5.2) to recommend to the Company’s shareholders that they adopt this Agreement (such recommendation, the Merger or the other transactions contemplated hereby. “Company Recommendation”). (d) The Company will take any action reasonably requested by Parent to ensure and confirm that copies of the Company’s Third Amended and Restated Articles of Incorporation and, Parent and their respective affiliates will not have any obligations in connection the forms most recently filed with the Rights or Department of State of State of Florida, are true, complete and correct copies of such documents as in effect as of the Rights Agreement in connection with the Offer, the Merger and the other transactions contemplated herebydate of this Agreement.

Authorization; Validity of Agreement; Company Action. (a) The Company has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated herebyTransactions. The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the transactions contemplated herebyTransactions, have been duly and validly authorized by the Board of Directors of the Company Board and(the “Company Board”), except for obtaining the approval of its stockholders as contemplated by Section 1.8 hereof, and no other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement and the consummation by it of the transactions contemplated herebyTransactions, except that the consummation of the Merger requires Shareholder Approval. This Agreement has been duly executed and delivered by the Company and, subject to the approval of its stockholders as contemplated by Section 1.8 hereof, and assuming due and valid authorization, execution and delivery hereof of this Agreement by Parent and the PurchaserMerger Sub, is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms terms, except as that (i) such enforcement may be limited by (a) subject to applicable bankruptcy, reorganization, insolvency, reorganization moratorium or other laws similar Laws, now or hereafter in effect relating to effect, affecting creditors' ’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (b) general principles Assuming the accuracy of equity (regardless of whether enforceability is considered the representation and warranty in a proceeding at law or in equity). The Section 4.04, the affirmative vote of the holders of a majority of the outstanding Shares, voting together as a single class, are Shares to adopt this Agreement (the “Shareholder Approval”) is the only votes vote or consent of the holders of any class or series of the Company's ’s capital stock stock, or any of them, that is necessary to approve this Agreement and in connection with the transactions contemplated hereby. (b) The Company Board has duly and validly approved the transactions contemplated hereby for the purposes of Section 203 consummation of the DGCL. Accordingly, the provisions of Section 203 of the DGCL will not apply to the transactions contemplated by this Agreement. No other state takeover statute or similar statute or regulation applies or purports to apply to the Offer, the Merger or the other transactions contemplated herebyMerger. (c) The At a meeting duly called and held, the Company Board has taken all necessary action so that (i) determined that this Agreement and the Rights will not be exercisable, trade separately, or be otherwise affected by Transactions are fair to and in the Offer, best interests of the Merger or the other transactions contemplated herebyCompany’s shareholders and declared this Agreement advisable, (ii) none of Parent approved this Agreement and its affiliates will be deemed to be an "Acquiring Person" for purposes thereof and the Transactions, (iii) directed that the adoption of this Agreement be submitted to a "Distribution Date" shall not occur by virtue vote of the OfferCompany’s shareholders and (iv) resolved (subject to Section 5.02) to recommend to the Company’s shareholders that they adopt this Agreement (such recommendation, the Merger or the other transactions contemplated hereby. The “Company will take any action reasonably requested by Parent to ensure and confirm that the Company, Parent and their respective affiliates will not have any obligations in connection with the Rights or the Rights Agreement in connection with the Offer, the Merger and the other transactions contemplated herebyRecommendation”).

Authorization; Validity of Agreement; Company Action. (a) The Company has full corporate power and authority to execute and deliver this Agreement Agreement, and, assuming the Merger is consummated in accordance with Section 251(h) of the DGCL, to perform its obligations hereunder and to consummate the transactions contemplated herebyTransactions. The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the transactions contemplated herebyTransactions, have been duly and validly authorized by the board of directors of the Company Board and(the “Company Board”), except for obtaining the approval of its stockholders as contemplated by Section 1.8 hereof, and no other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of this 14 Agreement and, assuming the Merger is consummated in accordance with Section 251(h) of the DGCL, the performance of its obligations hereunder and the consummation by it of the transactions contemplated herebyTransactions. This Agreement has been duly executed and delivered by the Company and, subject to the approval of its stockholders as contemplated by Section 1.8 hereof, and assuming due and valid authorization, execution and delivery hereof of this Agreement by the Parent and the PurchaserParties, is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms terms, except as that (i) such enforcement may be limited by (a) subject to applicable bankruptcy, reorganization, insolvency, reorganization moratorium or other laws similar Laws, now or hereafter in effect relating to effect, affecting creditors' ’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought (the “General Enforceability Exceptions”). (b) general principles of equity (regardless of whether enforceability Assuming the Minimum Tender Condition is considered in a proceeding at law satisfied, no vote or in equity). The affirmative vote of the holders of a majority of the outstanding Shares, voting together as a single class, are the only votes consent of the holders of any class or series of the Company's ’s capital stock necessary or other securities is required to approve authorize this Agreement and the transactions contemplated hereby. (b) The Company Board has duly and validly approved the transactions contemplated hereby for the purposes of Section 203 of the DGCL. Accordingly, the provisions of Section 203 of the DGCL will not apply or to the transactions contemplated by this Agreement. No other state takeover statute or similar statute or regulation applies or purports to apply to consummate the Offer, the Merger or and the other transactions Transactions contemplated hereby. (c) The Company Board at a meeting duly called and held has taken all necessary action so that by unanimous vote (i) determined that this Agreement and the Rights will not be exercisableTransactions contemplated hereby are in the best interests of the Company and its stockholders, trade separately, or be otherwise affected by and approved and declared advisable this Agreement and the Offer, the Merger or the other transactions contemplated herebyTransactions, (ii) none approved the execution and delivery of Parent this Agreement by the Company, the performance by the Company of its covenants and its affiliates will be deemed other obligations in this Agreement, and the consummation of the Transactions upon the terms and subject to be an "Acquiring Person" for purposes thereof and the conditions set forth in this Agreement, (iii) a "Distribution Date" recommended that the Company Stockholders accept the Offer and tender their shares of Company Stock pursuant to the Offer (collectively, the “Company Recommendation”), (iv) resolved that the Merger shall not occur by virtue be effected under Section 251(h) of the OfferDGCL, and (v) adopted resolutions amending the Merger or Bylaws of the other transactions contemplated hereby. The Company will take any action reasonably requested by Parent in the manner previously disclosed to ensure and confirm that the Company, Parent and their respective affiliates will not have any obligations in connection with the Rights or the Rights Agreement in connection with the Offer, the Merger and the other transactions contemplated herebyParent.

Authorization; Validity of Agreement; Company Action. (a) The Company has full the requisite corporate power and authority to execute and deliver this Agreement and to perform its obligations under this Agreement and to consummate the transactions contemplated herebyTransactions (as defined below), subject, in the case of the Charney Anti-Dilution Provision and the issuance of the Purchase Right Shares, to receipt of the Stockholder Approval. The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the transactions contemplated hereby, have been duly authorized by the Company Board and, except for obtaining the approval of its stockholders as contemplated by Section 1.8 hereof, no other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement and the consummation by it the Company of the transactions contemplated herebyTransactions have been duly authorized by, and this Agreement and the Transactions have been validly approved by, the requisite vote of the Company’s Board of Directors and Audit Committee, subject, in the case of the Charney Anti-Dilution Provision and the issuance of the Purchase Right Shares, to receipt of the Stockholder Approval. This Agreement has been duly executed and delivered by the Company and, subject to the approval of its stockholders as contemplated by Section 1.8 hereof, and assuming due and valid authorization, execution and delivery hereof of this Agreement by Parent each Purchaser and, in the case of the Charney Anti-Dilution Provision and the Purchaserissuance of the Purchase Right Shares, receipt of the Stockholder Approval, is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms except terms, subject, as may be limited by to enforcement, to (ai) applicable bankruptcy, insolvency, reorganization reorganization, moratorium or other similar laws now or hereafter hereinafter in effect relating to affecting creditors' ’ rights generally and (bii) general principles of equity equity. As used herein, (regardless of whether enforceability is considered in a proceeding at law or in equity). The affirmative vote of a) “Stockholder Approval” means the requisite approval by the holders of a majority of the outstanding SharesCommon Stock under the NYSE Amex Company Guide, voting together as a single class, are the only votes of the holders of any class or series of Delaware General Corporation Law and the Company's capital stock necessary to approve this Agreement and the transactions contemplated hereby. (b) The Company Board has duly and validly approved the transactions contemplated hereby for the purposes ’s organizational documents, as applicable, of Section 203 of the DGCL. Accordingly, the provisions of Section 203 of the DGCL will not apply to the transactions contemplated by this Agreement. No other state takeover statute or similar statute or regulation applies or purports to apply to the Offer, the Merger or the other transactions contemplated hereby. (c) The Company Board has taken all necessary action so that (i) the Rights will not be exercisable, trade separately, or be otherwise affected by grant of the Offer, Charney Anti-Dilution Provision and the Merger or issuance of the other transactions contemplated herebyshares of Common Stock thereunder, (ii) none an amendment to the Company’s Certificate of Parent Incorporation to increase the number of authorized shares of Common Stock in a number sufficient to include the Shares initially issuable pursuant to the Purchase Rights and its affiliates will be deemed to be an "Acquiring Person" for purposes thereof the shares issuable under the Charney Anti-Dilution Provision, and (iii) a "Distribution Date" shall not occur by virtue the issuance of the OfferPurchase Right Shares and the issuance of shares under the similar purchase right to be granted to Charney under the Charney Purchase Agreement (as defined below); and (b) “Transactions” means the Sale, the Merger or entering into and granting of the other transactions contemplated hereby. The Company will take any action reasonably requested by Parent to ensure and confirm that the Company, Parent and their respective affiliates will not have any obligations in connection with the Rights or the Rights Agreement in connection with the OfferPurchase Rights, the Merger issuance of the Shares, including any Additional Shares (as defined below), and the other transactions contemplated herebygranting of the Charney Anti-Dilution Provision and the issuance of shares of Common Stock to Charney thereunder.