Plan Of Merger Agreement

(viii) all contracts and agreements in which Target or a subsidiary is involved, below which it has agreed to deliver products to a customer, either directly or through a distributor, manufacturer`s representative or distributor; and C. Target, Acquiror and Merger Sub intend to provide certain insurance and guarantees as well as other merger agreements. 2.3 Capital structure. Target`s authorized capital consists of 53,333,333 common shares and 6,998,000 common shares, as well as other shares issued and pending at the close of business on December 17, 2001, 24,913,035 common shares and no preferred shares. There are no other shares outstanding in voting shares or securities, or voting bonds or voting bonds after December 17, 2001, except as a result of the exercise of target warrants and pending options under the Target Stock Plan. All outstanding shares of Target Capital Stock are duly authorized, effectively issued, fully paid and unvaluable and exempt from pledges or charges that are not exempt from pledges or charges created or imposed by the holders of these shares, and not from pre-emption or first refusal rights created by law. , Target`s creative certificate or status or agreement that is involved in Target or to which target is related. All outstanding shares of Target Common Stock have been issued in accordance with all applicable federal and regional securities laws. At the close of this activity, Target reserved 9,272,768 common shares for the issuance of employees and consultants under the Target Stock Option plans, of which 502,457 shares were issued due to option exercises or direct share purchases, 4,325,794 3.2 Authority. Acquiror and Merger Sub have all the powers and powers necessary for companies to conclude this agreement and complete the proposed transactions.

The implementation and implementation of this agreement and the completion of the transactions contemplated by Acquiror and Merger Sub were duly authorized by all necessary business actions by Acquiror and Merger Sub (with the voice, with the non-merger, presentation and registration of appropriate merger documents in accordance with Delaware law). This agreement was duly executed and delivered by Acquiror and Merger Sub and constitutes the valid and binding commitments of Acquiror and Merger Sub, subject to the corrective exception. (c) there is no use, disclosure, misappropriation or misappropriation of essential intellectual property rights of Target or a subsidiary, any business secrets against Target or a subsidiary or third party of intellectual property, to the extent that target or a subsidiary, including a Target employee or subsidiary, is authorized by a third party license. , including an employee of Target or a subsidiary. With the exception of Section 2.13 (c) of the Objective Implementation Plan, neither Target nor any subsidiary has reached an agreement to compensate another person for an intellectual property infringement charge, except for the compensation provisions contained in the orders resulting from the normal transaction. (l) worker benefit plans; New recruitments; Increases. Accept a staff benefit or stock purchase or option plan or hire a new staff member at the director or officer level (except that they can hire a replacement for any current director level or an officer at the officer level if they can pre-cancel an acquiror notice, pay a special bonus or special compensation to an employee or manager. , or increase the wages or rates of pay of its employees; (b) Target must provide the Acquiror with a copy of each of the written targeted personnel plans and related plan documents (including fiduciary documents, insurance policies or contracts, personnel brochures, summary descriptions of the plan and other authorization documents and, to the extent that it is still in possession, essential notifications of staff in conjunction with it) and, to the extent that it is still in possession of, essential notifications of staff in contact with it) and , with respect to each target personnel plan subject to ERISA`s obligations, have, provided that

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