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200209214
<br />Patent Since the date of its mcorpormoo. Mager Subsidiary has not engaged in any activities other than in
<br />cohnection with or as contemplated by this Agmement -
<br />Se Ole 6.02. Corporate Authorsumnn. The execution, delivery and Performance by Parent will Merger
<br />contemplated rated hers Agreement and the cwuummnim by Parent and Merger Subsidiary of the manic ms
<br />authored b all ec are within the cite Powers of Parent and Merger Subsidiary and have been duly
<br />Y °eces',ty corporate action on the part of Parent and Merger Subsidiary. as applicabla. This
<br />Agreement constitutes a valid and binding agreement of each of Parent and M Subs'
<br />accordance with its terms. Merger rdiery,. enforceable in
<br />Se ON 6.03. Gover n eual AuthorimnmL The execm iM delivery and Performance by Parent and
<br />Merger Subsidiary of this Agreement and the comic matins by Parent and Merger Subsidiary of the
<br />umsactions contemplated hereby require an action by or in respect of, or Kling with, my governmental body.
<br />agency, official or authority, domestic, foreign or supranational, other than (i) the filing of a certificate of
<br />merger with respect to the Merger with the Delaware Secretary of State, of articles of merger with the Arkansas
<br />Secretary of Stale and appropriate documema with the relevant authorities of other status in which Parent is
<br />qualified to do bmu so, (u) compliance with my applicable mquitemmts of the Arkansas Stale Securitip
<br />Department, (iu) comphsoce with my applicable requirements of the HSR Act and laws, rules and re
<br />in foreign jurisdictions governing antitrust err ablations
<br />merger control meters, (iv) compliance with anY applicable
<br />requirements of the 1933 Ac. the 1934 Act and any other applicable securities or takeover laws. whether sate
<br />or foreign. (v) my applicable requirements of the Department of Transportation kings (nc or of anY stale with respect m
<br />Elie licensing or rtgistation of motor camera and (vi) my actions or filings (including without limitation any
<br />actions or filings that may be required in be taken with respect to the maintma or transfer of Environmental
<br />Permits) the absence of which would not be reasonably likely to have. itsdividually m m due aggregate, a
<br />Material Adverse Effect on Parent or mereria0y m impair the ability of Parent and Mager Subsidiary m
<br />consummate the uansations cootemplaled by this Ageemmt
<br />Subsidiary of this on -cmwam ion. The execution, delivery and performance by Patent and Metgu
<br />wry Agreement and the consummation by Patent and Merger Subsidiary of the nansaca
<br />contemplated
<br />a certificate of incorporation will not (i) mmavare, con8i s with, or result in my viohu tr or broach of my
<br />0 or bylaws . Patent or Merger on Subsidiary, (ii) assuming compliance
<br />with the mama referred m in Section 6.03. cWtiavtee, rmBict with. or result in an y violation or breach of
<br />my Provision of my law, su mm, mdkmu , title, regulation, judgment, injunctio4 order or decree or
<br />require my consent or other action wit
<br />by anY Person under, constitute a default or m event that with err without
<br />the giving of notice or IsPse of time or both, could become a default under, or cause a Permit the termination.
<br />cancellation, acceleration or other change of my ngffi or obligation or the loss of my benefit m which Parent
<br />or Mager Subsidiary is emilled under my provision of anY agreement or other instrument binding
<br />or Merger Subsidiary or any license, franchise, B Pco Parent
<br />relsurg in my way m. the assets or business of the Company 4 � • approval is similar authorization affecting. or
<br />contraventions, congicm and violations referred to in clause (u) andfor such fa bmi, ce obtain uchxnt or other,
<br />action, defaults, terminations, csncellahwe, yaelerm006, chm9w or losses referred to in clause chi this
<br />would not be reasonably likely m have, individudRy or in the (iii)
<br />materially m impair the ability of Patera and e6 a Material Adverse Enfect to Punt or
<br />by this Agreement Merger Subsidiary to consummate the transaction; contemplated
<br />SwrioN 6.05. C*udiradon. As of November 10. 2000, the authorized capita stock of (a) Pamm
<br />consisted of 800.000.000 shares of Pi mm Stock and 4.000.000 shares of Series Preferred Stack ( "Parent
<br />Preferred Stock") and (b) Mager Subsidiary consisted of 1.000 shares of common stock. par value $0.01 per
<br />shun. As of November 8. 2000, them were Outstanding 285.108.726 sham of Patent Common Stack,
<br />employee stock options in Purchase an aggregate of 17,057,980 sham of Palms Common Stock (of which
<br />Options to purchase an aggregate of 8.724,226 shares of Patent Common Stanek were exercisable) and no shares
<br />of Parent Preferred Stock. All outatandiog shame of Parent Stock and of common stock of Merger Subsidiary
<br />A -21
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