Common use of Authority; No Conflict; Required Filings and Consents Clause in Contracts

Authority; No Conflict; Required Filings and Consents. (a) iPrint and Sub have all requisite corporate power and authority to execute and deliver this Agreement and all other documents to which they are or will be parties (the "iPrint Transaction Documents") and to consummate the ---------------------------- transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the other iPrint Transaction Documents to which iPrint or Sub is or will be a party and the consummation of the transactions contemplated hereby and thereby have been duly and validly approved and authorized by the board of directors of iPrint and Sub and, subject to obtaining the iPrint Stockholder Approval, as defined in Section 6.16, no other actions or proceedings on the part of the iPrint or Sub are necessary to authorize this Agreement and the other iPrint Transaction Documents and the transactions contemplated hereby and thereby. This Agreement has been, and the other iPrint Transaction Documents to which iPrint and/or Sub are parties have been or will be when they are executed by iPrint and/or Sub, as applicable, duly executed and delivered by iPrint and/or Sub and constitute, or will constitute when they are executed by iPrint and/or Sub, as applicable, the valid and binding obligations of iPrint and/or Sub, enforceable against iPrint and/or Sub, as the case may be, in accordance with their respective terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, moratorium or other similar laws affecting creditors' rights generally and (ii) general principles of equity. (b) The execution and delivery by iPrint and Sub of this Agreement and the other iPrint Transaction Documents to which they are or will be parties do not, and the consummation of the transactions contemplated hereby and thereby will not, (i) conflict with, or result in any violation or breach of any provision of the Certificate of Incorporation or Bylaws of iPrint or Sub, (ii) result in any violation or breach of, or constitute (with or without notice or lapse of time, or both) a default under, or give rise to a right of termination, cancellation or acceleration of any material obligation or loss of any material benefit under, any note, mortgage, indenture, lease, contract or other agreement, instrument or obligation to which iPrint or Sub is a party or by which either of them or any of their properties or assets may be bound, or (iii) conflict with or violate any permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to iPrint or Sub or any of its or their properties or assets, except in the case of (ii) and (iii) for any such conflicts, violations, defaults, terminations, cancellations or accelerations which would not be reasonably likely to have a Material Adverse Effect on iPrint. (c) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by iPrint in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except for (i) the filing of the Agreement of Merger together with the required officers' certificates as provided in Section 1.2, with the Secretary of State of the State of California, (ii) the filing of a report on Form 8-K with the SEC, (iii) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities laws, including the filing of the Joint Proxy Statement with the SEC pursuant to the Exchange Act and the Securities Act of 1933, as amended (the "Securities Act"), and the -------------- declaration of the effectiveness of the Registration Statement by the SEC and, to the extent required, filings with various blue sky authorities and (iv) such other consents, authorizations, filings, approvals and registrations which, if not obtained or made, would not prevent or materially alter or delay any of the transactions contemplated by this Agreement or be reasonably likely to have a Material Adverse Effect on iPrint.

Authority; No Conflict; Required Filings and Consents. (a) iPrint and Sub have The Company has all requisite corporate power and authority to execute and deliver enter into this Agreement and, subject only to the adoption of this Agreement and all other documents to which they are or will be parties the approval of the Merger (the "iPrint Transaction Documents"“Company Voting Proposal”) and by the Company’s stockholders under the DGCL (the “Company Stockholder Approval”), to consummate the ---------------------------- transactions contemplated hereby by this Agreement. Without limiting the generality of the foregoing, the Company Board, at a meeting duly called and therebyheld, based on the unanimous recommendation of the Special Committee, duly (i) determined unanimously that the Merger is fair from a financial point of view to the stockholders of the Company, (ii) unanimously approved this Agreement in accordance with the provisions of the DGCL, (iii) unanimously directed that this Agreement and the Merger be submitted to the stockholders of the Company for their adoption and approval and unanimously resolved to recommend that the stockholders of the Company vote in favor of the adoption of this Agreement and the approval of the Merger and (iv) to the extent necessary, unanimously adopted a resolution having the effect of causing the Company not to be subject to any state takeover law or similar law (including Section 203 of the DGCL) that might otherwise apply to the Merger and any other transactions contemplated by this Agreement (collectively, the “Board Recommendation”). The execution and delivery of this Agreement and the other iPrint Transaction Documents to which iPrint or Sub is or will be a party and the consummation of the transactions contemplated hereby and thereby by this Agreement by the Company have been duly and validly approved and authorized by the board of directors of iPrint and Sub and, subject to obtaining the iPrint Stockholder Approval, as defined in Section 6.16, no other actions or proceedings all necessary corporate action on the part of the iPrint or Sub are necessary Company, subject only to authorize this Agreement and the other iPrint Transaction Documents and required receipt of the transactions contemplated hereby and therebyCompany Stockholder Approval. This Agreement has been, and the other iPrint Transaction Documents to which iPrint and/or Sub are parties have been or will be when they are executed by iPrint and/or Sub, as applicable, duly executed and delivered by iPrint and/or Sub the Company and constitute, or will constitute when they are executed by iPrint and/or Sub, as applicable, constitutes the valid and binding obligations obligation of iPrint and/or Subthe Company, enforceable against iPrint and/or Sub, as the case may be, in accordance with their respective its terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, moratorium or other similar laws affecting creditors' rights generally and (ii) general principles of equity. (b) The execution and delivery by iPrint and Sub of this Agreement and by the other iPrint Transaction Documents to which they are or will be parties Company do not, and the consummation by the Company of the transactions contemplated hereby and thereby will by this Agreement shall not, (i) conflict with, or result in any violation or breach of of, any provision of the Certificate of Incorporation or Bylaws of iPrint the Company or Subof the charter, bylaws, or other organizational document of any Subsidiary of the Company or (ii) except as set forth in Section 3.3(b) of the Company Disclosure Schedule, result in any violation or breach of, or constitute (with or without notice or lapse of time, or both) a default under, (or give rise to a right of termination, cancellation or acceleration of any material obligation or loss of any material benefit benefit) under, or require a consent or waiver under, require the payment of a penalty under or result in the imposition of any note, mortgage, indenture, lease, contract or other agreement, instrument or obligation to which iPrint or Sub is a party or by which either of them or any of their properties or assets may be bound, or (iii) conflict with or violate any permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to iPrint or Sub Lien on the Company’s or any of its Subsidiary’s assets under, any of the terms, conditions or their properties or assets, except in the case provisions of (ii) and (iii) for any such conflicts, violations, defaults, terminations, cancellations or accelerations which would not be reasonably likely to have a Company Material Adverse Effect on iPrintContract. (c) No consent, approval, license, permit, order or authorization of, or registration, declaration declaration, notice or filing with, any court, arbitrational tribunal, administrative agency or commission or other governmental or regulatory authority, agency or instrumentality or any stock market or stock exchange on which shares of Company Common Stock are listed for trading (a “Governmental Entity Entity”) is required by iPrint the Company or any Subsidiary of it in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the transactions contemplated herebyby this Agreement, except for (i) the filing of the Agreement Certificate of Merger together with the required officers' certificates as provided in Section 1.2, with the Delaware Secretary of State and appropriate corresponding documents with the Secretaries of appropriate authorities of other states in which the State of CaliforniaCompany is qualified as a foreign corporation to transact business, (ii) the filing of a report on Form 8-K the Proxy Statement with the Securities and Exchange Commission (the “SEC”) in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (iii) the filing of such reports, schedules or materials under the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby and (iv) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities laws, including the filing . (d) The affirmative vote of the Joint Proxy Statement with the SEC pursuant to the Exchange Act and the Securities Act holders of 1933, as amended (the "Securities Act"), and the -------------- declaration a majority of the effectiveness outstanding shares of Company Common Stock on the record date for the Company Stockholders’ Meeting is the only vote of the Registration Statement holders of any class or series of the Company’s capital stock or other securities necessary for the adoption of this Agreement and for the consummation by the SEC and, to the extent required, filings with various blue sky authorities and (iv) such other consents, authorizations, filings, approvals and registrations which, if not obtained or made, would not prevent or materially alter or delay any Company of the other transactions contemplated by this Agreement Agreement. There are no bonds, debentures, notes or be reasonably likely other indebtedness of the Company having the right to have a Material Adverse Effect vote (or convertible into, or exchangeable for, securities having the right to vote) on iPrintany matters on which stockholders of the Company may vote.

Authority; No Conflict; Required Filings and Consents. (a) iPrint and Sub have Each Seller has all requisite corporate power and authority to execute and deliver enter into this Agreement and all other documents each of the Ancillary Agreements to which they are or will be parties (the "iPrint Transaction Documents") it is a party and to consummate the ---------------------------- transactions contemplated hereby and therebythereby and perform its obligations hereunder and thereunder. The Each Seller’s execution and delivery of this Agreement and the other iPrint Transaction Documents each Ancillary Agreement to which iPrint or Sub it is or will be a party and the consummation by each Seller of the transactions contemplated hereby and thereby and performance of its obligations hereunder and thereunder have been duly and validly approved and authorized by the board of directors of iPrint and Sub and, subject to obtaining the iPrint Stockholder Approval, as defined in Section 6.16, no other actions or proceedings all necessary action on the part of the iPrint or Sub are necessary to authorize this Agreement and the other iPrint Transaction Documents and the transactions contemplated hereby and therebySellers. This Agreement has been, and the other iPrint Transaction Documents to which iPrint and/or Sub are parties have been or each Ancillary Agreement will be when they are executed by iPrint and/or Sub, as applicableat or prior to the Closing, duly executed and delivered by iPrint and/or Sub each Seller and, assuming the due authorization, execution and delivery by the other parties hereto and thereto, this Agreement constitutes, and each Ancillary Agreement when so executed and delivered will constitute, or will constitute when they are executed by iPrint and/or Sub, as applicable, the valid and binding obligations obligation of iPrint and/or Subeach Seller, enforceable against iPrint and/or Sub, as the case may be, such Seller in accordance with their respective terms, except subject, as such enforceability may be limited by to enforcement, to (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereinafter in effect affecting creditors' ’ rights generally and (ii) general principles of equity. (b) The execution and delivery by iPrint and Sub each Seller of this Agreement and the other iPrint Transaction Documents each Ancillary Agreement to which they are or will be parties do it is a party does not, and the consummation by each Seller of the transactions contemplated hereby and thereby and the compliance by such Seller with any provisions hereof or thereof will not, (i) conflict with, with or result in any material violation or breach of any provision of the Certificate of Incorporation or Bylaws of iPrint or Sub, (ii) result in any violation or breach of, or constitute material default under (with or without notice or lapse of time, or both) ), or require a default consent or waiver under, or give rise to a right of termination, cancellation cancellation, modification or acceleration of any or material obligation or loss of any material benefit underunder (A) any provision of the Governing Documents of such Seller, or (B) any note, mortgage, indenture, lease, contract or other agreement, instrument or obligation material Contract to which iPrint or Sub such Seller is a party or by which either party, (ii) result in the creation of them or any Lien (other than Permitted Liens) on any of their properties or assets may be boundthe Purchased Assets pursuant to any Contract to which any Seller is a party, or (iii) conflict with or subject to the governmental filings and other matters referred to in Section 6.02(c) violate any permitPermit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule Order or regulation Law applicable to iPrint or Sub or any of its or their properties or assets, except in the case of (ii) and (iii) for any such conflicts, violations, defaults, terminations, cancellations or accelerations which would not be reasonably likely to have a Material Adverse Effect on iPrint.Seller (c) No consent, approval, order Permit or Order or authorization of, or registration, declaration registration or filing with, any Governmental Entity Entity, is required by iPrint or with respect to either Seller in connection with the execution and delivery of this Agreement or the Ancillary Agreements by either Seller, the compliance by either Seller with any of the provisions hereof or thereof, or the consummation by either Seller of the transactions to which it is a party that are contemplated hereby, except for (i) the any approvals and filing of notices required under the Agreement of Merger together with the required officers' certificates as provided in Section 1.2, with the Secretary of State of the State of CaliforniaGaming Laws, (ii) filings and other application requests under the filing of a report on Form 8-K with the SECHSR Act, (iii) such consentsPermits, approvalsOrders, ordersregistrations or filings related to, or arising out of, compliance with statutes, rules or regulations regulating the consumption, sale or serving of alcoholic beverages or tobacco, and (iv) any Permits, Orders, authorizations, registrations, declarations and or filings as may be required under applicable federal and state securities laws, including the filing of the Joint Proxy Statement with the SEC pursuant to the Exchange Act and the Securities Act of 1933, as amended (the "Securities Act"), and the -------------- declaration of the effectiveness of the Registration Statement by the SEC and, to the extent required, filings with various blue sky authorities and (iv) such other consents, authorizations, filings, approvals and registrations which, if not obtained Buyer or made, would not prevent or materially alter or delay any of its Subsidiaries, Affiliates or key employees (including under the transactions contemplated by this Agreement or be reasonably likely to have a Material Adverse Effect on iPrintGaming Laws).

Authority; No Conflict; Required Filings and Consents. (a) iPrint and Sub have The Company has all requisite corporate power and authority to execute and deliver enter into this Agreement and all other documents and, subject to which they are or will be parties the adoption of this Agreement (the "iPrint Transaction Documents"“Company Voting Proposal”) and by the Company’s stockholders under the DGCL (the “Company Stockholder Approval”), to the extent required by applicable Law to consummate the ---------------------------- Merger, to consummate the transactions contemplated hereby by this Agreement. Without limiting the generality of the foregoing, the Company Board unanimously, at a meeting duly called and thereby. The execution held, (i) determined that the Offer and delivery the Merger are fair to and in the best interests of the Company and its stockholders, (ii) approved this Agreement and the other iPrint Transaction Documents to which iPrint or Sub is or will be a party and the consummation of the transactions contemplated hereby and thereby have been duly and validly approved and authorized by the board of directors of iPrint and Sub and, subject to obtaining the iPrint Stockholder Approval, as defined in Section 6.16, no other actions or proceedings on the part of the iPrint or Sub are necessary to authorize this Agreement and the other iPrint Transaction Documents and the transactions contemplated hereby and thereby. This Agreement has been, and the other iPrint Transaction Documents to which iPrint and/or Sub are parties have been or will be when they are executed by iPrint and/or Sub, as applicable, duly executed and delivered by iPrint and/or Sub and constitute, or will constitute when they are executed by iPrint and/or Sub, as applicable, the valid and binding obligations of iPrint and/or Sub, enforceable against iPrint and/or Sub, as the case may be, declared its advisability in accordance with the provisions of the DGCL, (iii) subject to the other terms and conditions of this Agreement, resolved to recommend that the stockholders of the Company accept the Offer, tender their respective termsShares to Purchaser pursuant to the Offer, except as such enforceability may and adopt this Agreement, (iv) directed that this Agreement be limited submitted to the stockholders of the Company for their adoption and resolved to recommend that the stockholders of the Company vote in favor of the adoption of this Agreement to the extent required by (i) bankruptcy, insolvency, moratorium or other similar laws affecting creditors' rights generally applicable Law and (iiv) general principles to the extent necessary, adopted a resolution having the effect of equity. causing the execution, delivery or performance of this Agreement or the consummation of the Merger or the other transactions contemplated by this Agreement not to be subject to any state takeover law or similar law that might otherwise apply to such execution, delivery, performance or consummation (b) The other than Section 203 of the DGCL). Assuming the accuracy of the representations and warranties of the Parent and the Purchaser in Section 4.6, the execution and delivery by iPrint and Sub of this Agreement and the other iPrint Transaction Documents to which they are or will be parties do not, and the consummation of the transactions contemplated hereby by this Agreement by the Company have been duly authorized by all necessary corporate action on the part of the Company, subject only to the required receipt of the Company Stockholder Approval to the extent required by applicable Law to consummate the Merger. This Agreement has been duly executed and thereby will delivered by the Company and constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the “Bankruptcy and Equity Exception”). (b) The execution, delivery and performance of this Agreement by the Company do not, and the consummation by the Company of the transactions contemplated by this Agreement shall not, (i) conflict with, or result in any violation or breach of of, any provision of the Certificate certificate of Incorporation incorporation or Bylaws bylaws of iPrint the Company or Subof the charter, bylaws or other organizational document of any Subsidiary of the Company, (ii) conflict with, or result in any violation or breach of, or constitute (with or without notice or lapse of time, or both) a default under, (or give rise to a right of termination, cancellation or acceleration of any material obligation or loss of any material benefit benefit) under, require a consent, notice or waiver under, require the payment of a penalty under or result in the imposition of any mortgage, security interest, pledge, lien, charge or encumbrance (“Liens”) on the Company’s or any of its Subsidiary’s assets under, any noteof the terms, mortgageconditions or provisions of any lease, indenture, leaselicense, contract or other agreement, instrument or obligation to which iPrint the Company or Sub any of its Subsidiaries is a party or by which either any of them or any of their properties or assets may be bound, or (iii) subject to obtaining the Company Stockholder Approval (to the extent required by applicable Law to consummate the Merger) and compliance with the requirements specified in clauses (i) through (v) of Section 3.4(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, law, ordinance, rule decree or regulation Law applicable to iPrint the Company or Sub any of its Subsidiaries or any of its or their respective properties or assets, except in the case of clauses (ii) and (iii) of this Section 3.4(b) for any such conflicts, violations, breaches, defaults, terminations, cancellations cancellations, accelerations, losses, penalties or accelerations which would Liens, and for any consents or waivers not be obtained or notices not given, that, individually or in the aggregate, are not reasonably likely to have a Company Material Adverse Effect on iPrintEffect. (c) No consent, approval, license, permit, order or authorization of, or registration, declaration declaration, notice or filing with, any foreign or domestic court, arbitrational tribunal, administrative agency or commission or other governmental or regulatory authority, agency or instrumentality (a “Governmental Entity Entity”) or any stock market or stock exchange on which shares of Company Common Stock are listed for trading is required by iPrint or with respect to the Company or any of its Subsidiaries in connection with the execution execution, delivery and delivery performance of this Agreement by the Company or the consummation by the Company of the transactions contemplated herebyby this Agreement, except for (i) the filing pre-merger notification requirements under the Xxxx Xxxxx Xxxxxx Antitrust Improvements Act of 1976 (the Agreement of Merger together with the required officers' certificates as provided in Section 1.2“HSR Act”), with the Secretary of State of the State of Californiaand any other applicable Antitrust Laws, (ii) the filing of a report on Form 8-K the Certificate of Merger with the SECSecretary of State and appropriate corresponding documents with the appropriate authorities of other states in which the Company is qualified as a foreign corporation to transact business, (iii) the filing of the Offer Documents, Schedule 14D-9 and (if required) the proxy or information statement (the “Proxy Statement”) with respect to the Company Meeting (as defined below) with the SEC in accordance with the Exchange Act, (iv) the filing of such reports, schedules or materials under the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby, (v) such consents, approvals, orders, authorizations, registrations, declarations declarations, notices and filings as may be required under applicable federal and state securities lawsLaws, including the filing those of the Joint Proxy Statement with the SEC pursuant to the Exchange Act U.S. Food and the Securities Act of 1933, as amended Drug Administration or any successor entity thereto (the "Securities Act"“FDA”), or the rules and the -------------- declaration regulations of the effectiveness of the Registration Statement by the SEC andThe Nasdaq Stock Market, to the extent required, filings with various blue sky authorities and (ivvi) such other consents, approvals, licenses, permits, orders, authorizations, filingsregistrations, approvals declarations, notices and registrations filings which, if not obtained or made, would not prevent or materially alter or delay any of the transactions contemplated by this Agreement or be reasonably likely to have a Company Material Adverse Effect Effect. (d) Assuming the accuracy of the representations and warranties of the Parent and the Purchaser in Section 4.6, to the extent stockholder approval is required by applicable Law to consummate the Merger, the affirmative vote for adoption of the Company Voting Proposal by the holders of at least a majority of the outstanding shares of Company Common Stock at the meeting of the Company’s stockholders (the “Company Meeting”) to consider the Company Voting Proposal (the “Required Company Stockholder Vote”) is the only vote of the holders of any class or series of the Company’s capital stock or other securities necessary for the adoption of this Agreement. Except for the Company’s Convertible Notes, there are no bonds, debentures, notes or other indebtedness of the Company or any of its Subsidiaries having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on iPrintany matters on which stockholders of the Company may vote. (e) The Compensation Committee of the Company Board, or a committee of the Company Board consisting solely of independent directors (as defined in the Nasdaq Marketplace Rules), has taken, at a duly convened meeting thereof, all such actions as may be required to cause to be exempted under Rule 14d-10(d)(2) under the Exchange Act, any and all employment compensation, severance and employee benefit agreements and arrangements that have been entered into or granted by the Company or any of its Subsidiaries with or to directors, officers, or employees of the Company or any of its Subsidiaries, to cause such agreements and arrangements satisfy the non-exclusive safe harbor provisions of Rule 14d-10(d)(2) under the Exchange Act. The Company has provided copies of all resolutions adopted or actions taken in connection with the approval of such employment compensation arrangements for purposes of satisfying the non-exclusive safe harbor provisions of Rule 14d-10(d)(2) under the Exchange Act.

Authority; No Conflict; Required Filings and Consents. (a) iPrint and Sub have Each of the MGM Parties has all requisite corporate or company power and authority to execute and deliver enter into this Agreement and all other documents to which they are or will be parties (the "iPrint Transaction Documents") and to consummate the ---------------------------- transactions that are contemplated hereby by this Agreement and therebyto perform its obligations hereunder. The execution and delivery of this Agreement by the MGM Parties and the other iPrint Transaction Documents to which iPrint or Sub is or will be a party and performance by the consummation MGM Parties of the transactions that are contemplated hereby and thereby by this Agreement have been duly and validly approved and authorized by the board of directors of iPrint and Sub and, subject to obtaining the iPrint Stockholder Approval, as defined in Section 6.16, no other actions all necessary corporate or proceedings company action on the part of the iPrint MGM Parties, respectively. No corporate or Sub are company act or proceeding on the part of the MGM Parties or their respective stockholders or members is necessary to authorize authorize, execute, deliver and perform this Agreement and the other iPrint Transaction Documents and consummate the transactions contemplated hereby and therebyby this Agreement. This Agreement has been, and the other iPrint Transaction Documents to which iPrint and/or Sub are parties have been or will be when they are executed by iPrint and/or Sub, as applicable, duly executed and delivered by iPrint and/or Sub and constituteeach of the MGM Parties and, or will constitute when they are executed by iPrint and/or Sub, as applicable, assuming this Agreement constitutes the valid and binding obligations obligation of iPrint and/or SubPurchaser, constitutes the valid and binding obligation of each of the MGM Parties, enforceable against iPrint and/or Subeach of the MGM Parties, as the case may bejointly and severally, in accordance with their respective its terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, moratorium reorganization, moratorium, fraudulent conveyance or other similar laws affecting Laws now or hereafter in effect relating to creditors' ’ rights generally and (ii) general principles of equity (regardless of whether enforcement is considered in a proceeding at Law or in equity). (b) The Except as set forth in Section 3.3(b) of the Disclosure Schedule, the execution and delivery by iPrint and Sub of this Agreement and by each of the other iPrint Transaction Documents to which they are or will be parties do MGM Parties does not, and the consummation by each of the MGM Parties of the transactions to which it is a party that are contemplated hereby by this Agreement, including the Distribution and thereby the Intercompany Account Settlement will not, (i) conflict with, or result in any violation or breach of of, any provision of the Articles of Incorporation (in the case of Parent, its Certificate of Incorporation and in the case of GNELLC, its Articles of Organization) or Bylaws (in the case of iPrint or SubGNELLC, the GNELLC Operating Agreement and the FSELLC Operating Agreement) of the MGM Parties, (ii) conflict with, result in any violation or a breach of, constitute a default (or constitute (an event which with or without the giving of notice or lapse of time, or both, would become a default) a default under, require any notice, consent, approval or waiver under, or give rise to a right others any rights of termination, amendment, acceleration, suspension, revocation or cancellation of, or acceleration result in the creation or continuance of any material obligation Encumbrance on the Shares, the GNELLC Interest, the FSELLC Interest or loss any of any material benefit underthe assets or properties of the MGM Acquired Entities pursuant to, any noteContract, mortgage, indenture, lease, contract or other agreement, instrument permit or obligation to which iPrint or Sub any of the MGM Parties is a party or by which either any of them the MGM Parties or any of their respective assets or properties or assets may be bound, is bound or (iii) conflict with or violate any permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule Law or regulation Governmental Order applicable to iPrint any of the MGM Parties or Sub the Shares, the GNELLC Interest, the FSELLC Interest or any of its the assets or their properties or assets, except in of the case of (ii) and (iii) for any such conflicts, violations, defaults, terminations, cancellations or accelerations which would not be reasonably likely to have a Material Adverse Effect on iPrintMGM Acquired Entities. (c) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by iPrint in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except Except for (i) the filing of notification reports under the Agreement of Merger together with the required officers' certificates as provided in Section 1.2, with the Secretary of State of the State of CaliforniaHSR Act, (ii) the filing of a report on Form 8-K any Governmental Approvals related to, or arising out of, compliance with the SEC(x) Gaming Laws and (y) Gaming Licenses, (iii) such consentsany Governmental Approvals related to, approvalsor arising out of, orderscompliance with Liquor Licenses, authorizations, registrations, declarations and filings (iv) any Governmental Approvals as may be required under applicable federal and state securities lawsLaws, including (v) any Governmental Approvals as may be required under any environmental health or safety Laws pertaining to any notification, disclosure or required approval triggered by the filing Closing or the transactions contemplated by this Agreement, (vi) the matters relating to consummating the Seller Financing and (vii) the satisfaction or waiver of the Joint Proxy Statement closing conditions in Section 6.1 and Section 6.3 and the closing deliveries in Section 2.3(a), no Governmental Approval, or consent, approval, authorization or action by, notice to, filing with, or waiver from, any other Person is required in connection with the SEC pursuant to the Exchange Act execution, delivery and the Securities Act of 1933, as amended (the "Securities Act"), and the -------------- declaration of the effectiveness of the Registration Statement performance by the SEC and, to MGM Parties of this Agreement and consummation by the extent required, filings with various blue sky authorities and (iv) such other consents, authorizations, filings, approvals and registrations which, if not obtained or made, would not prevent or materially alter or delay any MGM Parties of the transactions contemplated by this Agreement or be reasonably likely to have a Material Adverse Effect on iPrintAgreement.

Authority; No Conflict; Required Filings and Consents. (a) iPrint and Sub have The Company has all requisite corporate power and authority to execute and deliver enter into this Agreement and, subject only to the adoption of this Agreement and all other documents to which they are or will be parties the approval of the Merger (the "iPrint Transaction Documents"“Company Voting Proposal”) by the Company’s stockholders under the DGCL and as set forth in Section 3.3(d) (the “Company Stockholder Approval”), to consummate the ---------------------------- transactions contemplated hereby by this Agreement. Without limiting the generality of the foregoing, the Board of Directors of the Company (the “Company Board”), at a meeting duly called and therebyheld (i) unanimously approved this Agreement, (ii) determined that the Merger is fair and in the best interests of the Company and its stockholders, (iii) declared the advisability of, approved and adopted this Agreement in accordance with the provisions of the DGCL, (iv) directed that this Agreement and the Merger be submitted to the stockholders of the Company for their adoption and approval and resolved to recommend that the stockholders of the Company vote in favor of the adoption of this Agreement and the approval of the Merger, and (v) to the extent necessary, adopted a resolution having the effect of causing the Company not to be subject to any state takeover law (including Section 203 of the DGCL) or similar law that might otherwise apply to the Merger and any other transactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement by the Company have been duly authorized by all necessary corporate action on the part of the Company, subject only to the required receipt of the Company Stockholder Approval. This Agreement has been duly executed and delivered by the Company and constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms. Other than the Company Stockholder Approval, no other iPrint Transaction Documents to which iPrint approvals, consents, waivers or Sub is or will be a party and other conditions are required for the consummation of the transactions contemplated hereby and thereby have been duly and validly approved and authorized by the board of directors of iPrint and Sub and, subject to obtaining the iPrint Stockholder Approval, as defined in Section 6.16, no other actions or proceedings on the part of the iPrint or Sub are necessary to authorize this Agreement and the other iPrint Transaction Documents and the transactions contemplated hereby and thereby. This Agreement has been, and the other iPrint Transaction Documents to which iPrint and/or Sub are parties have been or will be when they are executed by iPrint and/or Sub, as applicable, duly executed and delivered by iPrint and/or Sub and constitute, or will constitute when they are executed by iPrint and/or Sub, as applicable, the valid and binding obligations of iPrint and/or Sub, enforceable against iPrint and/or Sub, as the case may be, in accordance with their respective terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, moratorium or other similar laws affecting creditors' rights generally and (ii) general principles of equityhereby. (b) The execution and delivery by iPrint and Sub of this Agreement and by the other iPrint Transaction Documents to which they are or will be parties Company do not, and the consummation by the Company of the transactions contemplated hereby and thereby will by this Agreement shall not, (i) conflict with, or result in any violation or breach of of, any provision of the Certificate of Incorporation or Bylaws By-laws of iPrint the Company or Subof the charter, by-laws, or other organizational document of any Subsidiary of the Company, (ii) conflict with, or result in any violation or breach of, or constitute (with or without notice or lapse of time, or both) a default under, (or give rise to a right of termination, cancellation or acceleration of any material obligation or loss of any material benefit under, any note, mortgage, indenture, lease, contract or other agreement, instrument or obligation to which iPrint or Sub is a party or by which either of them or any of their properties or assets may be bound, or (iii) conflict with or violate any permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to iPrint or Sub or any of its or their properties or assets, except in the case of (ii) and (iii) for any such conflicts, violations, defaults, terminations, cancellations or accelerations which would not be reasonably likely to have a Material Adverse Effect on iPrint. (c) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by iPrint in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except for (i) the filing of the Agreement of Merger together with the required officers' certificates as provided in Section 1.2, with the Secretary of State of the State of California, (ii) the filing of a report on Form 8-K with the SEC, (iii) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities laws, including the filing of the Joint Proxy Statement with the SEC pursuant to the Exchange Act and the Securities Act of 1933, as amended (the "Securities Act"), and the -------------- declaration of the effectiveness of the Registration Statement by the SEC and, to the extent required, filings with various blue sky authorities and (iv) such other consents, authorizations, filings, approvals and registrations which, if not obtained or made, would not prevent or materially alter or delay any of the transactions contemplated by this Agreement or be reasonably likely to have a Material Adverse Effect on iPrint.to

Authority; No Conflict; Required Filings and Consents. (a) iPrint Each of Mpath and Sub have has all requisite corporate power and authority to execute and deliver enter into this Agreement and all the other documents Transaction Documents to which they are it is or will be parties (the "iPrint Transaction Documents") become a party and to consummate the ---------------------------- transactions contemplated hereby by this Agreement and therebysuch Transaction Documents. The execution and delivery of this Agreement and the other iPrint such Transaction Documents to which iPrint or Sub is or will be a party and the consummation of the transactions contemplated hereby by this Agreement and thereby such Transaction Documents (other than the Investors' Rights Agreement which will be executed and delivered as of the Closing Date) have been duly and validly approved and authorized by the board of directors of iPrint and Sub and, subject to obtaining the iPrint Stockholder Approval, as defined in Section 6.16, no other actions or proceedings all necessary corporate action on the part of the iPrint or Sub are necessary to authorize this Agreement Mpath and the other iPrint Transaction Documents and the transactions contemplated hereby and therebySub. This Agreement has been, been and the other iPrint such Transaction Documents to which iPrint and/or Sub are parties have been or, to the extent not executed by Mpath or Sub as of the date hereof, will be when they are executed by iPrint and/or Sub, as applicable, duly executed and delivered by iPrint and/or Mpath and Sub. This Agreement and each of the Transaction Documents to which Mpath or Sub is a party constitutes, and each of the Transaction Documents to which Mpath or Sub will become a party when executed and delivered by Mpath or Sub will constitute, or will constitute when they are executed by iPrint and/or Sub, as applicable, the a valid and binding obligations obligation of iPrint and/or Mpath or Sub, enforceable by RTI against iPrint and/or Mpath or Sub, as the case may be, in accordance with their respective terms, except as such to the extent that enforceability may be limited by (i) applicable bankruptcy, reorganization, insolvency, moratorium or other similar laws affecting the enforcement of creditors' rights generally and (ii) general principles and, except that the availability of equitythe equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought. (b) The execution and delivery by iPrint and Mpath or Sub of this Agreement and the other iPrint Transaction Documents to which they are it is or will be parties do become a party does not, and the consummation of the transactions contemplated hereby and thereby by this Agreement or the Transaction Documents to which it is or will become a party will not, (i) conflict with, or result in any violation or breach of any provision of the Certificate of Incorporation or Bylaws of iPrint Mpath or Sub, (ii) result in any violation or breach of, or constitute (with or without notice or lapse of time, or both) a default under, (or give rise to a right of termination, cancellation or acceleration of any material obligation or loss of any material benefit underbenefit) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, contract or other agreement, instrument or obligation to which iPrint Mpath or Sub is a party or by which either of them or any of their properties or assets may be bound, or (iii) conflict with or violate any permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to iPrint Mpath or Sub or any of its or their properties or assets, except in the case of (ii) and (iii) for any such conflicts, violations, defaults, terminations, cancellations or accelerations which would not be reasonably likely to have a Material Adverse Effect on iPrintMpath and its Subsidiaries, taken as a whole. (c) No Neither the execution and delivery of this Agreement by Mpath or Sub or the Transaction Documents to which Mpath or Sub is or will become a party nor the consummation of the transactions contemplated hereby or thereby will === require any consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by iPrint in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated herebyEntity, except for (i) the filing of the Agreement Certificate of Merger together with the required officers' certificates as provided in Section 1.2, with the Delaware Secretary of State of the State of CaliforniaState, (ii) the filing of a report on Form 8-K with the SEC, (iii) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities laws, including the filing of the Joint Proxy Statement with the SEC pursuant to the Exchange Act laws and the Securities Act laws of 1933, as amended (the "Securities Act")any foreign country, and the -------------- declaration of the effectiveness of the Registration Statement by the SEC and, to the extent required, filings with various blue sky authorities and (iviii) such other consents, authorizations, filings, approvals and registrations which, if not obtained or made, would not prevent or materially alter or delay any of the transactions contemplated by this Agreement or be reasonably likely to have a Material Adverse Effect on iPrintMpath and its Subsidiaries, taken as a whole.

Authority; No Conflict; Required Filings and Consents. (a) iPrint and Sub have (i) ACE Hi has all requisite corporate power and authority and (ii) ACE Lo has all requisite limited liability company power and authority, to execute and deliver enter into this Agreement and all other documents to which they are or will be parties (the "iPrint Transaction Documents") and to consummate the ---------------------------- transactions that are contemplated hereby and therebyby this Agreement. The execution and delivery of this Agreement and the other iPrint Transaction Documents to which iPrint or Sub is or will be a party by each ACE Selling Party and the consummation by each ACE Selling Party of the transactions to which it is a party that are contemplated hereby and thereby by this Agreement have been duly and validly approved and authorized by (A) in the board case of directors ACE Lo, ACE Hi, as ACE Lo’s sole member and (B) in the case of iPrint ACE Hi, the approval by ACE Hi’s Board of Directors, and Sub and, subject to obtaining the iPrint approval and adoption of this Agreement and approval of the Purchase by the Requisite Stockholder Approval, as defined in Section 6.16, no other actions action of any such ACE Selling Party or proceedings any board or committee thereof or any other limited liability or corporate proceeding on the part of the iPrint such ACE Selling Parties or Sub their respective members or stockholders are necessary to authorize this Agreement and the other iPrint Transaction Documents and to consummate the transactions contemplated hereby by this Agreement. The Board of Directors of ACE Hi has received all information relating to this Agreement and therebythe ACE Lo Purchase necessary to make an informed judgment, and has deemed the ACE Lo Purchase expedient and for the best interests of ACE Hi. This Agreement has been, and the other iPrint Transaction Documents to which iPrint and/or Sub are parties have been or will be when they are executed by iPrint and/or Sub, as applicable, duly executed and delivered by iPrint and/or Sub each ACE Selling Party, and constitute, or will constitute when they are executed by iPrint and/or Sub, as applicable, assuming this Agreement constitutes the valid and binding obligations obligation of iPrint and/or SubBuyer and the AREH Selling Parties, constitutes the valid and binding obligation of the ACE Selling Parties, enforceable against iPrint and/or Sub, as each of the case may be, ACE Selling Parties in accordance with their respective its terms, except subject, as such enforceability may be limited by to enforcement, to (ix) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws Laws now or hereinafter in effect affecting creditors' ’ rights generally and (iiy) general principles of equity. (b) The Except for ACE Lo’s surrender of its gaming license to own and operate the Casino Business in the State of New Jersey as contemplated by this Agreement, the execution and delivery by iPrint and Sub of this Agreement and by the other iPrint Transaction Documents to which they are or will be parties do not, ACE Selling Parties and the consummation by the ACE Selling Parties of the transactions contemplated hereby and thereby by this Agreement will not, (i) conflict with, or result in any violation or breach of of, any provision of the Certificate respective organization documents of Incorporation the ACE Selling Parties, or Bylaws of iPrint or Sub, (ii) subject to the governmental filings and other matters referred to in Section 4.2(c) hereof, contravene, conflict with, or result in a violation of any violation of the terms or breach requirements of, or constitute (with or without notice or lapse of timegive any Governmental Entity the right to revoke, withdraw, suspend, cancel, terminate, or both) a default undermodify, or give rise to a right of terminationin each case in any respect, cancellation or acceleration of any material obligation or loss of any material benefit under, any note, mortgage, indenture, lease, contract or other agreement, instrument or obligation to which iPrint or Sub is a party or by which either of them or any of their properties or assets may be bound, or (iii) conflict with or violate any permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation Law applicable to iPrint or Sub the ACE Selling Parties, or any of its or their properties or assetsthem, except in the case of clause (ii) and (iii) for any such contraventions, conflicts, violations, defaultsrevocations, terminationswithdrawals, cancellations suspensions, cancellations, terminations or accelerations modifications which would not be (x) are not, individually or in the aggregate, reasonably likely to have a Material Adverse Effect on iPrintACE Lo or (y) would not materially impair or delay the Closing. (c) No consent, approval, license, order or authorization of, or registration, declaration or filing with, or Permit from (“Consent”), any court, administrative agency, commission, Gaming Authority or other governmental authority or instrumentality (“Governmental Entity Entity”) is required by iPrint or with respect to the ACE Selling Parties in connection with the execution and delivery of this Agreement by the ACE Selling Parties or the consummation by the ACE Selling Parties, or either of them, of the transactions to which they are a party that are contemplated herebyby this Agreement, except for (i) the filing of the Agreement pre-merger notification report under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of Merger together with the required officers' certificates 1976, as provided in Section 1.2, with the Secretary of State of the State of Californiaamended (“HSR Act”), (ii) the any approvals or filing of a report on Form 8-K with notices required under the SECGaming Laws, and (iii) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities laws, including the filing of the Joint Proxy Statement with the SEC pursuant to the Exchange Act and the Securities Act of 1933, as amended (the "Securities Act"), and the -------------- declaration of the effectiveness of the Registration Statement by the SEC and, to the extent required, filings with various blue sky authorities and (iv) such other consents, authorizations, filings, approvals and registrations Consents which, if not obtained or made, would not prevent not, individually or materially alter or delay any of in the transactions contemplated by this Agreement or aggregate, reasonably be reasonably likely expected to have a Material Adverse Effect on iPrintACE Lo.

Authority; No Conflict; Required Filings and Consents. (a) iPrint Each of the Parent and Sub have the Transitory Subsidiary has all requisite corporate power and authority to execute and deliver enter into this Agreement and, subject only to the effectiveness of a registration statement under the Securities Act registering the Parent Common Stock and all other documents to the vote of Parent, as sole stockholder of the Transitory Subsidiary (which they are or vote will be parties (occur by a consent in lieu of a meeting immediately after the "iPrint Transaction Documents") and execution of this Agreement), to consummate the ---------------------------- transactions contemplated hereby by this Agreement. Without limiting the generality of the foregoing, the Board of Directors of the Parent (the “Parent Board”), at a meeting duly called and therebyheld (i) unanimously approved this Agreement, (ii) determined that the Merger is fair and in the best interests of the Parent and its stockholders, and (iii) to the extent necessary, adopted a resolution having the effect of causing the Parent not to be subject to any state takeover law or similar law that might otherwise apply to the Merger and any other transactions contemplated by this Agreement. The execution and delivery of this Agreement and the other iPrint Transaction Documents to which iPrint or Sub is or will be a party and the consummation of the transactions contemplated hereby by this Agreement by the Parent and thereby the Transitory Subsidiary have been duly and validly approved and authorized by the board of directors of iPrint and Sub and, subject to obtaining the iPrint Stockholder Approval, as defined in Section 6.16, no other actions or proceedings all necessary corporate action on the part of each of the iPrint or Sub are necessary to authorize Parent and the Transitory Subsidiary (other than the adoption of this Agreement by the Parent in its capacity as the sole stockholder of the Transitory Subsidiary, which shall occur immediately after the execution and the other iPrint Transaction Documents and the transactions contemplated hereby and therebydelivery of this Agreement). This Agreement has been, and the other iPrint Transaction Documents to which iPrint and/or Sub are parties have been or will be when they are executed by iPrint and/or Sub, as applicable, duly executed and delivered by iPrint and/or Sub each of the Parent and constitute, or will constitute when they are executed by iPrint and/or Sub, as applicable, the Transitory Subsidiary and constitutes the valid and binding obligations obligation of iPrint and/or Subeach of the Parent and the Transitory Subsidiary, enforceable against iPrint and/or Sub, as the case may be, in accordance with their respective its terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, moratorium or other similar laws affecting creditors' rights generally and (ii) general principles of equity. (b) The execution and delivery by iPrint and Sub of this Agreement by each of the Parent and the other iPrint Transaction Documents to which they are or will be parties Transitory Subsidiary do not, and the consummation by the Parent and the Transitory Subsidiary of the transactions contemplated hereby and thereby will by this Agreement shall not, (i) conflict with, or result in any violation or breach of of, any provision of the Certificate of Incorporation or Bylaws By-laws of iPrint the Parent or Subthe Transitory Subsidiary, (ii) conflict with, or result in any violation or breach of, or constitute (with or without notice or lapse of time, or both) a default under, (or give rise to a right of termination, cancellation or acceleration of any material obligation or loss of any material benefit benefit) under, require a consent or waiver under, constitute a change in control under, require the payment of a penalty under or result in the imposition of any Lien on the Parent’s or the Transitory Subsidiary’s assets under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract or other agreement, instrument or obligation to which iPrint the Parent or Sub the Transitory Subsidiary is a party or by which either any of them or any of their properties or assets may be bound, or (iii) subject to compliance with the requirements specified in clauses (i) through (viii) of Section 4.3(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, law, ordinance, rule or regulation applicable to iPrint the Parent or Sub the Transitory Subsidiary or any of its or their properties or assets, except in the case of clauses (ii) and (iii) of this Section 4.3(b) for any such conflicts, violations, breaches, defaults, terminations, cancellations cancellations, accelerations or accelerations which would losses that, individually or in the aggregate, are not be reasonably likely to have a Parent Material Adverse Effect on iPrintEffect. (c) No consent, approval, license, permit, order or authorization of, or registration, declaration declaration, notice or filing with, any Governmental Entity is required by iPrint or with respect to the Parent or the Transitory Subsidiary in connection with the execution and delivery of this Agreement by the Parent or the Transitory Subsidiary or the consummation by the Parent or the Transitory Subsidiary of the transactions contemplated herebyby this Agreement, except for (i) the filing of the Agreement Certificate of Merger together with the required officers' certificates as provided in Section 1.2, with the Delaware Secretary of State and appropriate corresponding documents with the appropriate authorities of other states in which the State of CaliforniaCompany is qualified as a foreign corporation to transact business, (ii) the filing of a report on Form 8-K the Registration Statement with the SECSEC in accordance with the Securities Act, (iii) the filing of the Proxy Statement/Prospectus with the SEC in accordance with the Exchange Act, (iv) the filing of such reports, schedules or materials under Section 13 of or Rule 14a-12 under the Exchange Act and materials under Rule 165 and Rule 425 under the Securities Act as may be required in connection with this Agreement and the transactions contemplated hereby, (v) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities laws, including the filing of the Joint Proxy Statement with the SEC pursuant to the Exchange Act and the Securities Act of 1933, as amended (the "Securities Act"), and the -------------- declaration of the effectiveness of the Registration Statement by the SEC and, to the extent required, filings with various blue sky authorities and (ivvii) such other consents, licenses, permits, orders, authorizations, filings, approvals and registrations which, if not obtained or made, would not prevent be reasonably likely, individually or materially alter in the aggregate, to have a Parent Material Adverse Effect and (viii) if required, the filing with The Nasdaq Stock Market of a Notification Form for Listing of Additional Shares with respect to the shares of Parent Common Stock issuable in connection with the Merger. (d) There are no bonds, debentures, notes or delay other indebtedness of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of the Parent may vote with respect to the transactions contemplated by this Agreement or be reasonably likely to have a Material Adverse Effect on iPrinthereby.

Authority; No Conflict; Required Filings and Consents. (a) iPrint and Sub have Buyer has all requisite corporate power and authority to execute and deliver enter into this Agreement and all the other documents to which they are or will be parties (the "iPrint Transaction Documents") agreements contemplated hereby and to consummate the ---------------------------- transactions that are contemplated hereby by this Agreement and therebythe other agreements contemplated hereby. The execution and delivery of this Agreement and the other iPrint Transaction Documents to which iPrint or Sub is or will be a party agreements contemplated hereby by Buyer and the consummation by Buyer of the transactions that are contemplated hereby and thereby have been duly and validly approved and authorized by the board of directors of iPrint and Sub and, subject to obtaining the iPrint Stockholder Approval, as defined in Section 6.16, no other actions or proceedings on the part of the iPrint or Sub are necessary to authorize this Agreement and the other iPrint Transaction Documents and the transactions agreements contemplated hereby and therebyhave been duly authorized by all necessary action on the part of Buyer (including by its board of managers). This Agreement has been, and the other iPrint Transaction Documents to which iPrint and/or Sub are parties agreements contemplated hereby have been or will be when they are executed by iPrint and/or Subat Closing, as applicable, duly executed and delivered by iPrint and/or Sub Buyer, and assuming this Agreement and the other agreements contemplated hereby constitute, or will constitute when they are executed by iPrint and/or Subat Closing, as applicable, the valid and binding obligation of the other parties hereto and thereto, this Agreement constitutes, and the other agreements contemplated hereby will constitute at Closing, the valid and binding obligations of iPrint and/or SubBuyer, enforceable against iPrint and/or Sub, as the case may be, Buyer in accordance with their respective terms, except subject, as such enforceability may be limited by (i) bankruptcyto enforcement, insolvency, moratorium or other similar laws affecting creditors' rights generally and (ii) general principles of equityto the Enforceability Limitations. (b) The execution and delivery by iPrint and Sub Buyer of this Agreement and the other iPrint Transaction Documents to which they are or will be parties do agreements contemplated hereby does not, and the consummation by Buyer of the transactions that are contemplated by this Agreement and the other agreements contemplated hereby and thereby will not, (i) conflict with, or result in any violation or breach of of, any provision of the Certificate organizational documents of Incorporation or Bylaws of iPrint or SubBuyer, (ii) result in any a violation or breach of, or constitute (with or without notice or lapse of time, or both) a default under, (or give rise to a right of termination, cancellation or acceleration of any material obligation of Buyer or loss of any material benefit to Buyer) under, any noteof the terms, conditions or provisions of any material bond, mortgage, indenture, lease, contract license or other agreement, instrument Contract or obligation to which iPrint or Sub Buyer is a party or by which either of them Buyer or any of their respective properties or assets may be bound, bound or (iii) subject to the governmental filings and other matters referred to in Section 5.2(c), contravene, conflict with or violate result in a violation of any of the terms or requirements of any Law or judgment, or give any Governmental Entity the right to revoke, cancel or terminate any regulatory or governmental permit, concession, franchise, franchise or license, judgmentin each case, order, decree, statute, law, ordinance, rule or regulation applicable to iPrint or Sub Buyer or any of its or their properties or assets, except other than, in the case of clause (ii) and (iii) for any such conflictsbreaches, violations, violations or defaults, terminations, cancellations or accelerations which that would not reasonably be reasonably likely expected to have a Buyer Material Adverse Effect on iPrintEffect. (c) No Except as disclosed in Section 5.2(c) of the Buyer Disclosure Letter, no consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by iPrint or with respect to Buyer or any of its Affiliates in connection with the execution and delivery of this Agreement by Buyer or the consummation by Buyer of the transactions that are contemplated hereby, except for (i) the filing of the Agreement of Merger together with the required officers' certificates as provided in Section 1.2, with the Secretary of State of the State of California, (ii) the filing of a report on Form 8-K with the SEC, (iii) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities laws, including the filing of the Joint Proxy Statement with the SEC pursuant to the Exchange Act and the Securities Act of 1933, as amended (the "Securities Act"), and the -------------- declaration of the effectiveness of the Registration Statement by the SEC and, to the extent required, filings with various blue sky authorities and (iv) such other consents, authorizations, filings, approvals and registrations which, if not obtained or made, would not prevent or materially alter or delay any of the transactions contemplated by this Agreement or be reasonably likely to have a Material Adverse Effect on iPrint.

Authority; No Conflict; Required Filings and Consents. (a) iPrint Buyer and Merger Sub have all requisite corporate power and authority to execute and deliver enter into this Agreement and all other documents to which they are or will be parties (the "iPrint Transaction Documents") and to consummate the ---------------------------- transactions contemplated hereby and therebyby this Agreement. The execution and delivery of this Agreement and the other iPrint Transaction Documents to which iPrint or Sub is or will be a party and the consummation of the transactions contemplated hereby by Buyer and thereby Merger Sub have been duly and validly approved and authorized by the board of directors of iPrint and Sub and, subject to obtaining the iPrint Stockholder Approval, as defined in Section 6.16, no other actions or proceedings all necessary corporate action on the part of Buyer and Merger Sub, subject only to the iPrint or Sub are necessary to authorize this Agreement Buyer Stockholder Approval specified in Section 4.20 hereof and the other iPrint Transaction Documents review by Buyer's Compliance Committee, as required by Buyer's internal reporting system, of this Agreement, the transactions identified herein, and the transactions contemplated hereby and therebypersons designated by Players to serve on Buyer's Board of Directors, such review to be completed no later than 60 days after the date of this Agreement. This Agreement has been, and the other iPrint Transaction Documents to which iPrint and/or Sub are parties have been or will be when they are executed by iPrint and/or Sub, as applicable, duly executed and delivered by iPrint and/or Buyer and Merger Sub and constitute, or will constitute when they are executed by iPrint and/or Sub, as applicable, constitutes the valid and binding obligations obligation of iPrint and/or Buyer and Merger Sub, enforceable against iPrint and/or Sub, as the case may be, each of them in accordance with their respective its terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, moratorium or other similar laws affecting creditors' rights generally and (ii) general principles of equity. (b) The Other than as disclosed in Section 4.3(b) of the Buyer Disclosure Schedule, the execution and delivery by iPrint and Sub of this Agreement by Buyer and the other iPrint Transaction Documents to which they are or will be parties do Merger Sub does not, and the consummation of the transactions contemplated hereby and thereby will not, (i) conflict with, or result in any violation or breach of of, any provision of the Certificate of Incorporation or Bylaws of iPrint Buyer or Subthe comparable charter or organizational documents of any of its Subsidiaries, (ii) result in any violation or breach of, or constitute (with or without notice or lapse of time, or both) a default under, (or give rise to a right of termination, cancellation or acceleration of any material obligation or loss of any material benefit benefit) under, or require a consent or waiver under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, contract or other agreement, instrument or obligation to which iPrint Buyer or Sub any of its Subsidiaries is a party or by which either any of them or any of their properties or assets may be bound, or (iii) subject to the governmental filings and other matters referred to in Section 4.3(c), conflict with or violate any permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to iPrint Buyer or Sub any of its Subsidiaries or any of its or their properties or assets, except in the case of clauses (ii) and (iii) for any such conflicts, violations, defaults, terminations, cancellations or accelerations which would not be (x) are not, individually or in the aggregate, reasonably likely to have a Buyer Material Adverse Effect on iPrintor (y) would not impair or materially delay the consummation of the Merger. (c) No Except as disclosed in Section 4.3(c) of the Buyer Disclosure Schedule, no consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by iPrint or with respect to Buyer or any of its Subsidiaries in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except for other than (i) the filing of the Agreement pre-merger notification report under the HSR Act, (ii) the filing of the Articles of Merger together with respect to the required officers' certificates as provided in Section 1.2, Merger with the Secretary of State of the State of CaliforniaNevada, (iiiii) the filing of a report on Form 8-K any Joint Proxy Statement/Prospectus (as such term is defined in Section 5.4(a) (below) with the SECSEC in accordance with the Exchange Act, (iiiiv) any approvals and filing of notices required under any applicable gaming industry regulation, (v) such consents, approvals, orders, authorizations, registrationspermits, declarations filings or registrations related to, or arising out of, compliance with statutes, rules or regulations regulating the consumption, sale or serving of alcoholic beverages, (vi) such immaterial filings and filings consents as may be required under applicable federal and state securities lawsany environmental, including the filing of the Joint Proxy Statement with the SEC pursuant health or safety law or regulation pertaining to the Exchange Act and the Securities Act of 1933any notification, as amended (the "Securities Act"), and the -------------- declaration of the effectiveness of the Registration Statement disclosure or required approval triggered by the SEC and, to the extent required, filings with various blue sky authorities and (iv) such other consents, authorizations, filings, approvals and registrations which, if not obtained Merger or made, would not prevent or materially alter or delay any of the transactions contemplated by this Agreement Agreement, and (vii) such other filings, consents, approvals, orders, registrations and declarations as may be required under the laws of any jurisdiction in which Buyer or be reasonably likely any of its Subsidiaries conducts any business or owns any assets the failure of which to obtain would not have a Buyer Material Adverse Effect on iPrintEffect.

Authority; No Conflict; Required Filings and Consents. (a) iPrint and Sub have The Company has all requisite corporate power and authority to execute and deliver enter into this Agreement and, subject only to the adoption of this Agreement and all other documents to which they are or will be parties the approval of the Merger (the "iPrint Transaction Documents"“Company Voting Proposal”) by the Company’s stockholders under the DGCL and as set forth in Section 3.3(d) (the “Company Stockholder Approval”), to consummate the ---------------------------- transactions contemplated hereby by this Agreement. Without limiting the generality of the foregoing, the Board of Directors of the Company (the “Company Board”), at a meeting duly called and therebyheld (i) unanimously approved this Agreement, (ii) determined that the Merger is fair and in the best interests of the Company and its stockholders, (iii) declared the advisability of, approved and adopted this Agreement in accordance with the provisions of the DGCL, (iv) directed that this Agreement and the Merger be submitted to the stockholders of the Company for their adoption and approval and resolved to recommend that the stockholders of the Company vote in favor of the adoption of this Agreement and the approval of the Merger, and (v) to the extent necessary, adopted a resolution having the effect of causing the Company not to be subject to any state takeover law (including Section 203 of the DGCL) or similar law that might otherwise apply to the Merger and any other transactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement by the Company have been duly authorized by all necessary corporate action on the part of the Company, subject only to the required receipt of the Company Stockholder Approval. This Agreement has been duly executed and delivered by the Company and constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms. Other than the Company Stockholder Approval, no other iPrint Transaction Documents to which iPrint approvals, consents, waivers or Sub is or will be a party and other conditions are required for the consummation of the transactions contemplated hereby and thereby have been duly and validly approved and authorized by the board of directors of iPrint and Sub and, subject to obtaining the iPrint Stockholder Approval, as defined in Section 6.16, no other actions or proceedings on the part of the iPrint or Sub are necessary to authorize this Agreement and the other iPrint Transaction Documents and the transactions contemplated hereby and thereby. This Agreement has been, and the other iPrint Transaction Documents to which iPrint and/or Sub are parties have been or will be when they are executed by iPrint and/or Sub, as applicable, duly executed and delivered by iPrint and/or Sub and constitute, or will constitute when they are executed by iPrint and/or Sub, as applicable, the valid and binding obligations of iPrint and/or Sub, enforceable against iPrint and/or Sub, as the case may be, in accordance with their respective terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, moratorium or other similar laws affecting creditors' rights generally and (ii) general principles of equityhereby. (b) The execution and delivery by iPrint and Sub of this Agreement and by the other iPrint Transaction Documents to which they are or will be parties Company do not, and the consummation by the Company of the transactions contemplated hereby and thereby will by this Agreement shall not, (i) conflict with, or result in any violation or breach of of, any provision of the Certificate of Incorporation or Bylaws By-laws of iPrint or Subthe Company, (ii) conflict with, or result in any violation or breach of, or constitute (with or without notice or lapse of time, or both) a default under, (or give rise to a right of termination, cancellation or acceleration of any material obligation or loss of any material benefit benefit) under, require a consent or waiver under, constitute a change in control under, require the payment of a penalty under or result in the imposition of any mortgages, security interests, pledges, liens, charges or encumbrances of any nature (“Liens”) on the Company’s assets under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract or other agreement, instrument or obligation to which iPrint or Sub the Company is a party or by which either of them it or any of their its properties or assets may be bound, or (iii) cause the Company to become liable for the payment of any Tax relating to recordation or stock transfer, (iv) cause the reassessment or revaluation of any assets of the Company, or (v) subject to obtaining the Company Stockholder Approval and compliance with the requirements specified in clauses (i) through (v) of Section 3.3(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, law, ordinance, rule or regulation applicable to iPrint or Sub the Company or any of its or their properties or assets, except in the case of clauses (ii), (iii) and (iiiiv) of this Section 3.3(b) for any such conflicts, violations, breaches, defaults, terminations, cancellations cancellations, accelerations or accelerations which would losses that, individually or in the aggregate, are not be reasonably likely to have a Company Material Adverse Effect on iPrintEffect. Section 3.3(b) of the Company Disclosure Schedule lists all material consents, waivers and approvals under any of the Company’s agreements, licenses or leases required to be obtained in connection with the consummation of the transactions contemplated hereby. (c) No consent, approval, license, permit, order or authorization of, or registration, declaration declaration, novation or assignment by, notice or filing with, any court, arbitrational tribunal, administrative agency or commission or other governmental or regulatory authority, agency or instrumentality or any stock market or stock exchange on which shares of Company Common Stock are listed for trading (a “Governmental Entity Entity”) is required by iPrint or with respect to the Company in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the transactions contemplated herebyby this Agreement, except for (i) the filing of the Agreement Certificate of Merger together with the required officers' certificates as provided in Section 1.2, with the Delaware Secretary of State and appropriate corresponding documents with the appropriate authorities of other states in which the State of CaliforniaCompany is qualified as a foreign corporation to transact business, (ii) the filing of a report on Form 8-K the Proxy Statement/Prospectus with the Securities and Exchange Commission (the “SEC”) in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (iii) the filing of such reports, schedules or materials under Section 13 of or Rule 14a-12 under the Exchange Act and materials under Rule 165 and Rule 425 under the Securities Act as may be required in connection with this Agreement and the transactions contemplated hereby, (iv) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities laws, including the filing of the Joint Proxy Statement with the SEC pursuant to the Exchange Act and the Securities Act of 1933, as amended (the "Securities Act"), and the -------------- declaration of the effectiveness of the Registration Statement by the SEC and, to the extent required, filings with various blue sky authorities laws and (ivv) such other consents, licenses, permits, orders, authorizations, filings, approvals and registrations which, if not obtained or made, would not prevent be reasonably likely, individually or materially alter or delay any in the aggregate, to have a Company Material Adverse Effect. (d) The affirmative vote of the holders of a majority of the outstanding shares of capital stock (on the record date) at the Company Stockholders Meeting is the only vote of the holders of any class or series of the Company’s capital stock or other securities necessary for the adoption of this Agreement and for the consummation by the Company of the other transactions contemplated by this Agreement Agreement. There are no bonds, debentures, notes or be reasonably likely other indebtedness of the Company having the right to have a Material Adverse Effect vote (or convertible into, or exchangeable for, securities having the right to vote) on iPrintany matters on which stockholders of the Company may vote.

Authority; No Conflict; Required Filings and Consents. (a) iPrint and Sub have The Company has all requisite corporate power and authority to enter into, execute and deliver this Agreement, to perform its obligations hereunder and, subject to the adoption of this Agreement and all other documents to which they are or will be parties (the "iPrint Transaction Documents"“Company Voting Proposal”) and by the Company’s stockholders under the DGCL (the “Company Stockholder Approval”), to the extent required by applicable law, to consummate the ---------------------------- transactions contemplated hereby by this Agreement. Without limiting the generality of the foregoing, the Company Board, at a meeting duly called and therebyheld, (i) determined that the Merger, the Offer and this Agreement are fair to and in the best interests of the Company and its stockholders, (ii) approved the Merger, the Offer and this Agreement and declared its advisability in accordance with the provisions of the DGCL and took all corporate actions required to be taken by the Company Board to authorize the transactions contemplated by this Agreement, (iii) directed that this Agreement be submitted to the stockholders of the Company for their adoption and resolved to recommend that the stockholders of the Company vote in favor of the adoption of this Agreement, to the extent required by applicable law, and (iv) to the extent necessary, adopted a resolution, assuming the accuracy of the representations and warranties of Parent and Purchaser in Section 4.4, having the effect of causing the execution, delivery or performance of this Agreement or the consummation of the Merger, the Offer or the other transactions contemplated by this Agreement not to be subject to any state takeover law or similar law that might otherwise apply to such execution, delivery, performance or consummation. The Assuming the accuracy of the representations and warranties of Parent and Purchaser in Section 4.4, the execution and delivery of this Agreement and the other iPrint Transaction Documents to which iPrint or Sub is or will be a party and the consummation of the transactions contemplated hereby and thereby by this Agreement by the Company have been duly and validly approved and authorized by the board of directors of iPrint and Sub and, subject to obtaining the iPrint Stockholder Approval, as defined in Section 6.16, no other actions or proceedings all necessary corporate action on the part of the iPrint or Sub are necessary Company, subject only to authorize this Agreement and the other iPrint Transaction Documents and required receipt of the transactions contemplated hereby and therebyCompany Stockholder Approval, to the extent required by applicable law. This Agreement has been, and the other iPrint Transaction Documents to which iPrint and/or Sub are parties have been or will be when they are executed by iPrint and/or Sub, as applicable, duly executed and delivered by iPrint and/or Sub the Company and constitute, or will constitute when they are executed by iPrint and/or Sub, as applicable, constitutes the valid and binding obligations obligation of iPrint and/or Subthe Company, enforceable against iPrint and/or Sub, as the case may be, Company in accordance with their respective its terms, except as such enforceability may be limited by (i) subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other and similar laws of general applicability relating to or affecting creditors' ’ rights generally and to general equity principles (ii) general principles of equitythe “Bankruptcy and Equity Exception”). (b) The execution and delivery of this Agreement by iPrint and Sub the Company, the performance by the Company of its obligations under this Agreement and the other iPrint Transaction Documents to which they are or will be parties do not, and consummation by the consummation Company of the transactions contemplated hereby and thereby will by this Agreement shall not, (i) conflict with, or result in any violation or breach of of, any provision of the Certificate certificate of Incorporation incorporation or Bylaws bylaws of iPrint the Company or Subof the charter, bylaws, or other organizational document of any Subsidiary of the Company, (ii) conflict with, or result in any violation or breach of, or constitute (with or without notice or lapse of time, or both) a default under, (or give rise to a right of termination, cancellation or acceleration of any material obligation or loss of any material benefit benefit) under, require a consent or waiver under, require the payment of a penalty under or result in the imposition of any mortgage, security interest, pledge, lien, charge or encumbrance (“Liens”) on the Company’s or any of its Subsidiary’s assets under, any noteof the terms, mortgageconditions or provisions of any lease, indenture, leaselicense, contract or other agreement, instrument or obligation to which iPrint the Company or Sub any of its Subsidiaries is a party or by which either any of them or any of their properties or assets may be bound, or (iii) subject to obtaining the Company Stockholder Approval (to the extent required by applicable law) and compliance with the requirements specified in clauses (i) through (v) of Section 3.4(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, law, ordinance, rule or regulation applicable to iPrint the Company or Sub any of its Subsidiaries or any of its or their respective properties or assets, except in the case of clauses (ii) and (iii) of this Section 3.4(b) for any such conflicts, violations, breaches, defaults, terminations, cancellations cancellations, accelerations, losses, penalties or accelerations which would Liens, and for any consents or waivers not be obtained, that, individually or in the aggregate, are not reasonably likely to have a Company Material Adverse Effect on iPrintEffect. (c) No consent, approval, license, permit, order or authorization of, or registration, declaration declaration, notice or filing with, any court, arbitrational tribunal, administrative agency or commission or other governmental or regulatory authority, agency or instrumentality (a “Governmental Entity Entity”) or any stock market or stock exchange on which shares of Company Common Stock are listed for trading is required by iPrint or with respect to the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the transactions contemplated herebyby this Agreement, except for (i) the filing pre-merger notification requirements under the Xxxx Xxxxx Xxxxxx Antitrust Improvements Act of 1976, as amended (the Agreement of Merger together with the required officers' certificates as provided in Section 1.2“HSR Act”), with the Secretary of State of the State of Californiaand any other applicable Antitrust Laws, (ii) the filing of a report on Form 8-K the Certificate of Merger with the SECDelaware Secretary of State and appropriate corresponding documents with the appropriate authorities of other states in which the Company is qualified as a foreign corporation to transact business, (iii) the filing of the Offer Documents, Schedule 14D-9 and the proxy or information statement (if required) (the “Proxy Statement”) with respect to the Company Meeting (as defined below) with the SEC in accordance with the Exchange Act, (iv) the filing of such reports, schedules or materials under the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby, (v) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities laws, including the filing of the Joint Proxy Statement with the SEC pursuant to the Exchange Act and the Securities Act of 1933, as amended (the "Securities Act"), and the -------------- declaration of the effectiveness of the Registration Statement by the SEC and, to the extent required, filings with various blue sky authorities and (ivvi) such other consents, approvals, licenses, permits, orders, authorizations, filingsregistrations, approvals declarations, notices and registrations filings which, if not obtained or made, individually or in the aggregate, would not prevent or materially alter or delay any of the transactions contemplated by this Agreement or be reasonably likely to have a Company Material Adverse Effect Effect. (d) Assuming the accuracy of the representations and warranties of Parent and Purchaser in Section 4.4, to the extent stockholder approval is required by applicable law, the affirmative vote for adoption of the Company Voting Proposal by the holders of at least a majority of the outstanding shares of Company Common Stock on iPrintthe record date for the meeting of the Company’s stockholders (the “Company Meeting”) to consider the Company Voting Proposal (the “Required Company Stockholder Vote”) is the only vote of the holders of any class or series of the Company’s capital stock or other securities necessary for the adoption of this Agreement and for the consummation by the Company of the Merger and all other transactions contemplated by this Agreement. There are no bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of the Company may vote.

Authority; No Conflict; Required Filings and Consents. (a) iPrint and Sub have Each Seller has all requisite corporate power and authority to execute and deliver enter into this Agreement and all other documents each of the Ancillary Agreements to which they are or will be parties (the "iPrint Transaction Documents") it is a party and to consummate the ---------------------------- transactions contemplated hereby and therebythereby and perform its obligations hereunder and thereunder. The Each Seller’s execution and delivery of this Agreement and the other iPrint Transaction Documents each Ancillary Agreement to which iPrint or Sub it is or will be a party and the consummation by each Seller of the transactions contemplated hereby and thereby and performance of its obligations hereunder and thereunder have been duly and validly approved and authorized by the board of directors of iPrint and Sub and, subject to obtaining the iPrint Stockholder Approval, as defined in Section 6.16, no other actions or proceedings all necessary action on the part of the iPrint or Sub are necessary to authorize this Agreement and the other iPrint Transaction Documents and the transactions contemplated hereby and therebySellers. This Agreement has been, and the other iPrint Transaction Documents to which iPrint and/or Sub are parties have been or each Ancillary Agreement will be when they are executed by iPrint and/or Sub, as applicableat or prior to the Closing, duly executed and delivered by iPrint and/or Sub each Seller and, assuming the due authorization, execution and delivery by the other parties hereto and thereto, this Agreement constitutes, and each Ancillary Agreement when so executed and delivered will constitute, or will constitute when they are executed by iPrint and/or Sub, as applicable, the valid and binding obligations obligation of iPrint and/or Subeach Seller, enforceable against iPrint and/or Sub, as the case may be, such Seller in accordance with their respective terms, except subject, as such enforceability may be limited by to enforcement, to (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereinafter in effect affecting creditors' ’ rights generally and (ii) general principles of equity. (b) The execution and delivery by iPrint and Sub each Seller of this Agreement and the other iPrint Transaction Documents each Ancillary Agreement to which they are or will be parties do it is a party does not, and the consummation by each Seller of the transactions contemplated hereby and thereby and the compliance by such Seller with any provisions hereof or thereof will not, (i) conflict with, or result in any violation or breach of of, any provision of the Certificate organization documents of Incorporation or Bylaws of iPrint or Subsuch Seller, (ii) (assuming that prior to the Closing consents from the requisite lenders and administrative agent under the Credit Agreement are obtained, or an amendment to the Credit Agreement is entered into, to permit the disposition of the Equity Interests and the transactions contemplated by this Agreement) result in any violation or breach of, or constitute (with or without notice or lapse of time, or both) a default under, (or give rise to a right of termination, cancellation or acceleration of any material obligation or loss of any material benefit benefit) under, or require a consent or waiver under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, contract or other agreement, instrument Contract or obligation to which iPrint or Sub any Seller is a party or by which either of them any Seller or any of their properties or assets the Purchased Assets may be bound, or (iii) conflict with result in the creation of any Lien or Encumbrance (other than Permitted Liens and Permitted Encumbrances) on any of the Purchased Assets pursuant to, any note, bond, mortgage, indenture, agreement, lease, license, permit, franchise, instrument, obligation or other Contract to which any Seller are a party or by which any Seller or the Purchased Assets may be bound or affected, or (iv) subject to the governmental filings and other matters referred to in Section 6.2(c) hereof, violate any permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation Law applicable to iPrint any Seller or Sub or any of its or their properties or assetsthe Purchased Assets, except except, in the case of clauses (ii), (iii) and (iii) iv), for any such conflictsbreaches, violations, defaults, terminations, cancellations cancellations, accelerations, losses or accelerations failures to obtain any such consent or waiver which would not not, individually or in the aggregate, be reasonably likely to (x) have a material adverse effect on Parent and its subsidiaries taken as a whole or a Company Material Adverse Effect on iPrintor (y) materially impair or materially delay the Closing. (c) No consent, approval, finding of suitability, license, permit, waiver, order or authorization of, or registration, declaration or filing with, any court, arbitral body administrative agency, commission, Gaming Authority or other governmental or regulatory authority or instrumentality (“Governmental Entity Entity”) is required by iPrint or with respect to either Seller in connection with the execution and delivery of this Agreement or the Ancillary Agreements by either Seller, the compliance by either Seller with any of the provisions hereof or thereof, or the consummation by either Seller of the transactions to which it is a party that are contemplated hereby, except for (i) the any approvals and filing of notices required under the Agreement of Merger together with the required officers' certificates as provided in Section 1.2, with the Secretary of State of the State of CaliforniaGaming Laws, (ii) the filing of a report on Form 8-K with approval of, or notice to, the SECFTC, (iii) such consents, approvals, orders, authorizations, registrationspermits, filings, declarations or registrations related to, or arising out of, compliance with statutes, rules or regulations regulating the consumption, sale or serving of alcoholic beverages or tobacco or the renaming or rebranding of the operations at the Real Property, (iv) such other filings, consents, approvals, findings of suitability, licenses, waivers, orders, authorizations, permits, registrations and filings declarations as may be required under applicable federal and state securities lawsthe Laws of any jurisdiction in which any Sellers conduct any business or own any assets, including the filing failure of which to make or obtain would not, individually or in the Joint Proxy Statement with the SEC pursuant to the Exchange Act and the Securities Act of 1933aggregate, as amended (the "Securities Act"), and the -------------- declaration of the effectiveness of the Registration Statement by the SEC and, to the extent required, filings with various blue sky authorities and (iv) such other consents, authorizations, filings, approvals and registrations which, if not obtained or made, would not prevent or materially alter or delay any of the transactions contemplated by this Agreement or be reasonably likely to have a material adverse effect on Parent and its subsidiaries taken as a whole or a Company Material Adverse Effect on iPrintor would not materially impair or materially delay the Closing and (v) any consents, approvals, orders, authorizations, registrations, permits, declaration or filings required by Buyer or any of its Subsidiaries, Affiliates or key employees (including under the Gaming Laws).

Authority; No Conflict; Required Filings and Consents. (a) iPrint and Sub have Zircon has all requisite corporate power and authority to execute enter into this Agreement and, subject only to the adoption of this Agreement (the “Zircon Voting Proposal”) by Zircon’s stockholders under the CCC and deliver Zircon’s articles of incorporation (the “Articles”), to consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the Zircon Board has unanimously (i) determined that the Merger is fair to, and in the best interests of, Zircon and its stockholders, (ii) approved this Agreement, the Merger and the actions contemplated by this Agreement in accordance with the provisions of the CCC, (iii) declared this Agreement advisable, and (iv) determined to recommend that the stockholders of Zircon vote to adopt this Agreement and all thereby approve the Merger and such other documents to which they are or will be parties (the "iPrint Transaction Documents") and to consummate the ---------------------------- transactions actions as contemplated hereby and therebyhereby. The execution and delivery of this Agreement and the other iPrint Transaction Documents to which iPrint or Sub is or will be a party and the consummation of the transactions contemplated hereby and thereby by this Agreement by Zircon have been duly and validly approved and authorized by the board of directors of iPrint and Sub and, subject to obtaining the iPrint Stockholder Approval, as defined in Section 6.16, no other actions or proceedings all necessary corporate action on the part of Zircon, subject only to the iPrint or Sub are necessary to authorize this Agreement and required receipt of the other iPrint Transaction Documents and the transactions contemplated hereby and therebyZircon Stockholder Approval. This Agreement has been, and the other iPrint Transaction Documents to which iPrint and/or Sub are parties have been or will be when they are executed by iPrint and/or Sub, as applicable, duly executed and delivered by iPrint and/or Sub Zxxxxx and, assuming the due execution and constitutedelivery by Harmony, or will constitute when they are executed by iPrint and/or Sub, as applicable, constitutes the valid and binding obligations obligation of iPrint and/or SubZircon, enforceable against iPrint and/or Sub, as the case may be, Zircon in accordance with their respective its terms, except as such enforceability may be limited by (i) subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other and similar laws of general applicability relating to or affecting creditors' ’ rights generally and to general equity principles (ii) general principles of equitythe “Bankruptcy and Equity Exception”). (b) The execution and delivery by iPrint and Sub of this Agreement and the other iPrint Transaction Documents to which they are or will be parties do by Zircon does not, and the consummation by Zircon of the transactions contemplated hereby and thereby will by this Agreement shall not, (i) conflict with, or result in any violation or breach of of, any provision of the Certificate Articles or bylaws of Incorporation or Bylaws of iPrint or SubZircon, each as amended, (ii) conflict with, or result in any violation or breach of, or constitute (with or without notice or lapse of time, or both) a default under, (or give rise to a right of termination, cancellation or acceleration of any material obligation or loss of any material benefit benefit) under, or require a consent or waiver under, constitute a change in control under, require the payment of a penalty under or result in the imposition of any note, mortgage, indenturesecurity interest, leasepledge, contract lien, charge or other agreement, instrument or obligation to which iPrint or Sub is a party or by which either encumbrance of them or any nature (“Liens”) on Zircon’s assets under any of their properties the terms, conditions or assets may provisions of any Contract required to be bounddisclosed in Section 3.11(d) of the Zircon Disclosure Schedule, or (iii) subject to obtaining the Zircon Stockholder Approval and compliance with the requirements specified in clauses (i) through (iv) of Section 3.04(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, law, ordinance, rule or regulation applicable to iPrint or Sub Zircon or any of its or their properties or assets, except in the case of clauses (ii) and (iii) of this Section 3.04(b) for any such conflicts, violations, breaches, defaults, terminations, cancellations cancellations, accelerations or accelerations which would losses that, individually or in the aggregate, have not be had, and are not reasonably likely to have result in, the loss of a material benefit to, or in the creation of any material liability for, Zircon, or would not reasonably be expected to result in a Zircon Material Adverse Effect on iPrintEffect. Section 3.04(b) of the Zircon Disclosure Schedule lists all consents, waivers and approvals under any of Zircon’s agreements, licenses or leases required to be obtained in connection with the consummation of the transactions contemplated by this Agreement, which, if individually or in the aggregate were not obtained, would result in a loss of a material benefit to, or the creation of any material liability for, Zircon, Harmony or the Surviving Corporation as a result of the Merger. (c) No consent, approval, license, permit, order or authorization of, or registration, declaration declaration, notice or filing with, any court, arbitrational tribunal, administrative agency or commission or other governmental or regulatory authority or Regulating Authority (as defined below), agency or instrumentality (a “Governmental Entity Entity”) is required by iPrint or with respect to Zircon in connection with the execution and delivery of this Agreement by Zircon or the consummation by Zircon of the transactions contemplated herebyby this Agreement, except for (i) the filing of the Agreement Certificate of Merger together with the required officers' certificates as provided in Section 1.2, with the Secretary of State of the State of CaliforniaCalifornia and appropriate corresponding documents with the appropriate authorities of other states in which Zircon is qualified as a foreign corporation to transact business, (ii) the filing of a report on Form 8-K with the SEC, (iii) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities laws, including the filing of the Joint Proxy Statement with the SEC pursuant to the Exchange Act laws and the Securities Act laws of 1933, as amended (the "Securities Act"), and the -------------- declaration of the effectiveness of the Registration Statement by the SEC and, to the extent required, filings with various blue sky authorities any foreign country and (iviii) such other consents, authorizations, orders, filings, approvals and registrations whichthat, individually or in the aggregate, if not obtained or made, would not prevent result in a loss of a material benefit to, or materially alter the creation of any material liability for, Zircon, Harmony or delay any the Surviving Corporation as a result of the Merger. (d) The affirmative vote in favor of the Zircon Voting Proposal by the holders of a majority of the votes represented by the outstanding shares of Zircon Common Stock, which is to be delivered pursuant to written consents of stockholders in lieu of a meeting (collectively, the “Written Consents”), is the only vote of the holders of any class or series of Zircon’s capital stock or other securities necessary to adopt this Agreement and for consummation by Zircon of the other transactions contemplated by this Agreement required under the CCC and the Articles and Zircon’s bylaws, as amended. There are no bonds, debentures, notes or be reasonably likely other indebtedness of Zircon having the right to have a Material Adverse Effect vote (or convertible into, or exchangeable for, securities having the right to vote) on iPrintany matters on which stockholders of Zircon may vote.

Authority; No Conflict; Required Filings and Consents. (a) iPrint Each of the Company and Sub have the Subsidiaries has all requisite necessary corporate (or other requisite) power and authority to execute and deliver this Agreement and all other documents the Ancillary Agreements to which they are or will be parties (the "iPrint Transaction Documents") it is a party and to perform its obligations hereunder and thereunder and to consummate the ---------------------------- transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the other iPrint Transaction Documents to which iPrint or Sub Ancillary Agreements by the Company and each Subsidiary that is or will be a party thereto and the consummation by the Company and each such Subsidiary of the transactions contemplated hereby and thereby have been duly and validly approved and authorized by the board of directors of iPrint all necessary corporate (or other requisite) action and Sub and, subject to obtaining the iPrint Stockholder Approval, as defined in Section 6.16, no other actions corporate (or other requisite) proceedings on the part of the iPrint Company or Sub any Subsidiary are necessary to authorize this Agreement and or the other iPrint Transaction Documents and Ancillary Agreements or to consummate the transactions contemplated hereby and or thereby. This Agreement has been, and upon their execution the other iPrint Transaction Documents to which iPrint and/or Sub are parties Ancillary Agreements shall have been or will be when they are executed by iPrint and/or Sub, as applicablebeen, duly and validly executed and delivered by iPrint and/or Sub the Company and each Subsidiary that is a party thereto and, assuming the due authorization, execution and delivery by the Purchaser, constitutes, and upon their execution the Ancillary Agreements shall constitute, or will constitute when they are executed by iPrint and/or Suba legal, as applicable, the valid and binding obligations obligation of iPrint and/or Subthe Company and each Subsidiary that is a party thereto, enforceable against iPrint and/or Sub, as the case may be, Company and such Subsidiary in accordance with their respective terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, moratorium or other similar laws affecting creditors' rights generally and (ii) general principles of equity. (b) The execution and delivery by iPrint and Sub of this Agreement and the other iPrint Transaction Documents to which they are or will be parties Ancillary Agreements by the Company and each Subsidiary that is a party thereto do not, and the consummation performance of this Agreement and the transactions contemplated hereby Ancillary Agreements by the Company and thereby each such Subsidiary will not, (i) conflict with, with or result in any violation or breach of any provision of violate the Certificate of Incorporation or Bylaws By-laws or equivalent organizational documents of iPrint the Company or Subany Subsidiary, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 3.03(c) of the Disclosure Schedule have been obtained and all filings and obligations described in Section 3.03(c) of the Company Disclosure Schedule have been made, conflict with or violate any Law applicable to the Company or any Subsidiary or by which any Asset is bound or affected, or (iii) result in any violation or breach of, of or constitute a default (or an event which with or without notice or lapse of time, time or bothboth would become a default) a default under, or give rise to a others any right of termination, amendment, acceleration or cancellation of, or acceleration result in the creation of any material obligation Encumbrance on any capital stock or loss registered capital of the Company or any material benefit underSubsidiary, including the Shares and the Registered Capital or on any Asset pursuant to, any note, bond, mortgage, indenture, leasecontract, contract or other agreement, instrument or obligation to which iPrint or Sub is a party or by which either of them or any of their properties or assets may be bound, or (iii) conflict with or violate any permit, concession, franchiselease, license, judgmentpermit, order, decree, statute, law, ordinance, rule franchise or regulation applicable to iPrint other instrument or Sub or any of its or their properties or assets, except in the case of (ii) and (iii) for any such conflicts, violations, defaults, terminations, cancellations or accelerations which would not be reasonably likely to have a Material Adverse Effect on iPrintobligation. (c) No consentExcept as disclosed in Section 3.03(c) of the Disclosure Schedule, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by iPrint in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except for (i) the filing of the Agreement of Merger together with the required officers' certificates as provided in Section 1.2, with the Secretary of State of the State of California, (ii) the filing of a report on Form 8-K with the SEC, (iii) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities laws, including the filing of the Joint Proxy Statement with the SEC pursuant to the Exchange Act and the Securities Act of 1933, as amended (Ancillary Agreements by the "Securities Act")Company and each Subsidiary that is a party thereto do not, and the -------------- declaration performance of this Agreement and the effectiveness of the Registration Statement Ancillary Agreements by the SEC andCompany and each such Subsidiary will not, to the extent requiredrequire any consent, filings approval, authorization or permit of, or filing with various blue sky authorities and (iv) such other consentsor notification to, authorizations, filings, approvals and registrations which, if not obtained any third party or made, would not prevent or materially alter or delay any of the transactions contemplated by this Agreement or be reasonably likely to have a Material Adverse Effect on iPrintGovernmental Authority.

Authority; No Conflict; Required Filings and Consents. (a) iPrint and Sub have The Company has all requisite corporate power and authority (corporate and other) to execute and deliver this Agreement and all the other agreements, instruments and documents to which they are or will be parties (the "iPrint Transaction Documents") and to consummate the ---------------------------- transactions contemplated hereby and therebyto perform its obligations hereunder and thereunder. The execution and delivery by the Company of this Agreement and the other iPrint Transaction Documents to which iPrint or Sub is or will be a party agreements, instruments and documents contemplated hereby and the performance by the Company of this Agreement, the other agreements, instruments and documents contemplated hereby and, subject to receipt of the Seller Shareholders’ Approval, the consummation by the Company of the transactions contemplated hereby and thereby have been duly and validly approved and authorized by the board of directors of iPrint all necessary corporate and Sub and, subject to obtaining the iPrint Stockholder Approval, as defined in Section 6.16, no other actions or proceedings action on the part of the iPrint or Sub are necessary to authorize this Agreement Company and the other iPrint Transaction Documents and the transactions contemplated hereby and therebySeller. This Agreement has beenand all other agreements, instruments and the other iPrint Transaction Documents to which iPrint and/or Sub are parties documents contemplated hereby have been or will be when they are executed by iPrint and/or Sub, as applicable, of the Closing Date duly and validly executed and delivered by iPrint and/or Sub the Company and constitute, constitutes or will constitute when they are executed by iPrint and/or Sub, as applicable, the a valid and binding obligations obligation of iPrint and/or Subthe Company, enforceable against iPrint and/or Sub, as the case may be, it in accordance with their respective its terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting Laws now or hereafter in effect relating to creditors' ’ rights generally and (ii) subject to general principles of equity. (b) The Neither the execution and delivery by iPrint and Sub the Company of this Agreement and or any other agreement, instrument or document contemplated hereby, nor the other iPrint Transaction Documents to which they are performance by the Company of its obligations hereunder or will be parties do notthereunder, and nor the consummation by the Company of the transactions contemplated hereby and thereby or thereby, will not, (i) conflict with, with or result in any violation or breach of violate any provision of the Certificate Organizational Documents of Incorporation the Company, each as amended or Bylaws restated to date, or the Organizational Documents of iPrint any Subsidiary of the Company, each as amended or Subrestated to date, (ii) assuming the consents and approvals listed on Section 2.2(c) of the Disclosure Schedule have been obtained, require on the part of the Company, its Subsidiaries or the Seller any notice to or registration or filing with, or any permit, authorization, consent or approval of, any Governmental Entity, (iii) conflict with, result in any violation or a breach of, or constitute (with or without due notice or lapse of time, time or both) a default under, or give rise to a right of termination, cancellation or result in the acceleration of obligations under, create in any material obligation party the right to accelerate, terminate, modify or loss of cancel, or require any material benefit notice, consent, approval or waiver under, any noteContract (provided that, mortgagefor purposes of Section 7.2(b) and any Fraud claim, indenture, lease, contract or other agreement, instrument or obligation this reference to “Contract” shall be deemed to be replaced with “Material Contract”) to which iPrint the Company or Sub any Subsidiary of the Company is a party or by which either of them the Company or its Subsidiaries is bound or to which any of their properties the assets of the Company or its Subsidiaries are subject, (iv) result in the imposition of any Lien upon any assets may be bound, of the Company or its Subsidiaries or (iiiv) conflict with or violate any permitorder, concessionwrit, franchise, license, judgment, orderinjunction, decree, statute, law, ordinance, rule or regulation applicable to iPrint the Company, its Subsidiaries or Sub the Seller or any of its or their respective properties or assets, except in the case of the foregoing clauses (iiiii), (iv) and (iiiv) for any such conflicts, violations, defaults, terminations, cancellations or accelerations which would not be reasonably likely to have a Material Adverse Effect on iPrint. (c) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by iPrint in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except for (i) the filing of the Agreement of Merger together with the required officers' certificates as provided in Section 1.2, with the Secretary of State of the State of California, (ii) the filing of a report on Form 8-K with the SEC, (iii) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities laws, including the filing of the Joint Proxy Statement with the SEC pursuant to the Exchange Act and the Securities Act of 1933, as amended (the "Securities Act"), and the -------------- declaration of the effectiveness of the Registration Statement by the SEC and, to the extent required, filings with various blue sky authorities and (iv) such other consents, authorizationsnotices, filings, consents, approvals and registrations whichwaivers that, if not obtained or made, and such conflicts, breaches, defaults, accelerations, terminations, modifications, cancellations and violations that would not prevent reasonably be expected to result in the loss of any material rights or materially alter obligations, or delay the creation of any material liability or obligation, on the part of the transactions contemplated by this Agreement or be reasonably likely to have a Material Adverse Effect on iPrintCompany.

Authority; No Conflict; Required Filings and Consents. (a) iPrint and Sub have Seller has all requisite corporate power and authority to execute and deliver enter into this Agreement and all other documents to which they are or will be parties (the "iPrint Transaction Documents") and to consummate the ---------------------------- transactions that are contemplated hereby by this Agreement and therebyto perform its obligations hereunder. The execution and delivery of this Agreement (and all related documents) by the MGM Entities and the other iPrint Transaction Documents to which iPrint or Sub is or will be a party and performance by the consummation MGM Entities of the transactions that are contemplated hereby by this Agreement (and thereby all related documents) have been duly and validly approved and authorized by the board of directors of iPrint and Sub and, subject to obtaining the iPrint Stockholder Approval, as defined in Section 6.16, no other actions or proceedings all necessary corporate action on the part of the iPrint MGM Entities, respectively. Except as at that time made or Sub are obtained, as of the Closing Date, no corporate act or proceeding on the part of the MGM Entities or their respective stockholders or members will be necessary to authorize authorize, execute, deliver and perform this Agreement (and the other iPrint Transaction Documents all related documents) and consummate the transactions contemplated hereby by this Agreement (and therebyall related documents). This Agreement (and all related documents) has been, and the other iPrint Transaction Documents to which iPrint and/or Sub are parties have been or will be when they are executed by iPrint and/or Sub, as applicable, duly executed and delivered by iPrint and/or Sub each of the MGM Entities and, assuming this Agreement (and constitute, or will constitute when they are executed by iPrint and/or Sub, as applicable, all related documents) constitutes the valid and binding obligations obligation of iPrint and/or SubPurchaser (or such other parties thereto), constitutes the valid and binding obligation of each of the MGM Entities, enforceable against iPrint and/or Sub, as each of the case may be, MGM Entities in accordance with their respective its terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, moratorium reorganization, moratorium, fraudulent conveyance or other similar laws affecting Laws now or hereafter in effect relating to creditors' rights generally and (ii) general principles of equity (regardless of whether enforcement is considered in a proceeding at Law or in equity). (b) The Except as set forth in Section 4.3(b) of the Seller Disclosure Schedule, the execution and delivery by iPrint and Sub of this Agreement (and all related documents) by each of the other iPrint Transaction Documents to which they are or will be parties do MGM Entities does not, and the consummation by each of the MGM Entities of the transactions to which it is a party that are contemplated hereby by this Agreement (and thereby all related documents), including the Intercompany Account Settlement will not, (i) conflict with, or result in any violation or breach of of, any provision of the Certificate articles of Incorporation organization, certificate of incorporation or Bylaws bylaws of iPrint or Subthe MGM Entities, as the case may be, (ii) conflict with, result in any violation or a breach of, constitute a default (or constitute (an event which with or without the giving of notice or lapse of time, or both, would become a default) a default under, require any notice, consent, approval or waiver under, or give rise to a right others any rights of termination, amendment, acceleration, suspension, revocation or cancellation of, or acceleration result in the creation or continuance of any material obligation or loss of any material benefit underEncumbrance on the Shares, any noteof the assets or properties of the Company pursuant to, mortgageany Contract, indenture, lease, contract or other agreement, instrument permit or obligation to which iPrint or Sub any of the MGM Entities is a party or by which either any of them the MGM Entities or any of their respective assets or properties or assets may be bound, is bound or (iii) conflict with or violate any permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule Law or regulation Governmental Order applicable to iPrint or Sub or any of its the MGM Entities or their the Shares, any of the assets or properties or assetsof either Company, except in the case of (ii) and (iii) for any where such conflicts, violations, defaults, terminations, cancellations conflict or accelerations which violation would not be reasonably likely to have a Material Adverse Effect on iPrintEffect. (c) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by iPrint in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except Except for (i) the filing of notification reports under the Agreement of Merger together with the required officers' certificates as provided in Section 1.2, with the Secretary of State of the State of CaliforniaHSR Act, (ii) the filing of a report on Form 8-K any Governmental Approvals related to, or arising out of, compliance with the SEC(x) Gaming Laws and (y) Gaming Licenses, (iii) such consentsany Governmental Approvals related to, approvalsor arising out of, orderscompliance with Liquor Licenses, authorizations, registrations, declarations and filings (iv) any Governmental Approvals as may be required under applicable federal and state securities lawsLaws, including (v) any Governmental Approvals as may be required under any Laws pertaining to any notification, disclosure or required approval triggered by the filing Closing or the transactions contemplated by this Agreement, and (vi) the satisfaction or waiver of the Joint Proxy Statement closing conditions in Section 7.1 and Section 7.3 and the closing deliveries in Section 3.2, no Governmental Approval, or consent, approval, authorization or action by, notice to, filing with, or waiver from, any other Person is required in connection with the SEC pursuant to the Exchange Act execution, delivery and the Securities Act of 1933, as amended (the "Securities Act"), and the -------------- declaration of the effectiveness of the Registration Statement performance by the SEC and, to MGM Entities of this Agreement and consummation by the extent required, filings with various blue sky authorities and (iv) such other consents, authorizations, filings, approvals and registrations which, if not obtained or made, would not prevent or materially alter or delay any MGM Entities of the transactions contemplated by this Agreement or be reasonably likely to have a Material Adverse Effect on iPrintAgreement.

Authority; No Conflict; Required Filings and Consents. (a) iPrint Xxxxxx'x and Merger Sub have all requisite corporate power and authority to execute and deliver enter into this Agreement and all other documents the Stockholder Support Agreements to which they are or will be parties (the "iPrint Transaction Documents") each is a party and to consummate the ---------------------------- transactions contemplated hereby by this Agreement and therebythe Stockholder Support Agreements. The execution and delivery of this Agreement and the other iPrint Transaction Documents to which iPrint or Sub is or will be a party Stockholder Support Agreements and the consummation of the transactions contemplated hereby by this Agreement and thereby the Stockholder Support Agreements by Xxxxxx'x and Merger Sub have been duly and validly approved and authorized by the board of directors of iPrint and Sub and, subject to obtaining the iPrint Stockholder Approval, as defined in Section 6.16, no other actions or proceedings all necessary corporate action on the part of the iPrint or Sub are necessary to authorize this Xxxxxx'x and Merger Sub. This Agreement and the other iPrint Transaction Documents and the transactions contemplated hereby and thereby. This Agreement has been, and the other iPrint Transaction Documents to which iPrint and/or Sub are parties Stockholder Support Agreements have been or will be when they are executed by iPrint and/or Sub, as applicable, duly executed and delivered by iPrint and/or Xxxxxx'x and Merger Sub and constitute, or will constitute when they are executed by iPrint and/or Sub, (as applicable, ) and constitute the valid and binding obligations of iPrint and/or SubXxxxxx'x and Merger Sub (as applicable), enforceable against iPrint and/or Sub, as the case may be, each of them in accordance with their respective terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, moratorium or other similar laws affecting creditors' rights generally and (ii) general principles of equity. (b) The Other than or as disclosed in Section 4.2(b) of the Xxxxxx'x Disclosure Schedule, the execution and delivery by iPrint and Sub of this Agreement and the other iPrint Transaction Documents to which they are or will be parties do Stockholder Support Agreements by Xxxxxx'x and Merger Sub (as applicable) does not, and the consummation of the transactions contemplated hereby by this Agreement and thereby the Stockholder Support Agreements will not, (i) conflict with, or result in any violation or breach of of, any provision of the Certificate of Incorporation or Bylaws of iPrint Xxxxxx'x or Subthe comparable charter or organizational documents of any of its Subsidiaries, (ii) result in any violation or breach of, or constitute (with or without notice or lapse of time, or both) a default under, (or give rise to a right of termination, cancellation or acceleration of any material obligation or loss of any material benefit benefit) under, or require a consent or waiver under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, contract or other agreement, instrument or obligation to which iPrint Xxxxxx'x or Sub any of its Subsidiaries is a party or by which either any of them or any of their properties or assets may be bound, or (iii) subject to the governmental filings and other matters referred to in Section 4.2(c), conflict with or violate any permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to iPrint Xxxxxx'x or Sub any of its Subsidiaries or any of its or their properties or assets, except in the case of clauses (ii) and (iii) for any such conflicts, violations, defaults, terminations, cancellations or accelerations which would not be (x) are not, individually or in the aggregate, reasonably likely to have a Xxxxxx'x Material Adverse Effect on iPrintor (y) would not impair or delay the consummation of the Merger. (c) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by iPrint or with respect to Xxxxxx'x or any of its Subsidiaries in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated herebyhereby or thereby, except for (i) the filing of the Agreement pre-merger notification report under the HSR Act and any similar statute, rule or regulation of any Foreign Jurisdiction, (ii) the filing of the Articles of Merger together with respect to the required officers' certificates as provided in Section 1.2, Merger with the Secretary of State of the State of California, (ii) the filing of a report on Form 8-K with the SECNevada, (iii) any approvals and filing of notices required under the Xxxxxx'x Gaming Laws (as defined in Section 4.6) or the Showboat Gaming Laws, (iv) such consents, approvals, orders, authorizations, permits, filings, or registrations related to, or arising out of, compliance with statutes, rules or regulations regulating the consumption, sale or serving of alcoholic beverages, (v) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities lawslaws and the securities laws of any Foreign Jurisdiction, including (vii) the filing of approvals required from the Joint Proxy Statement Australian Securities Commission (with respect to compliance with the SEC pursuant to the Exchange Act Australian Corporations Law) and the Securities Act of 1933Australian Foreign Investment Review Board, (viii) such immaterial filings and consents as amended (the "Securities Act")may be required under any environmental health or safety law or regulation pertaining to any notification, and the -------------- declaration of the effectiveness of the Registration Statement disclosure or required approval triggered by the SEC and, to the extent required, filings with various blue sky authorities and (iv) such other consents, authorizations, filings, approvals and registrations which, if not obtained Merger or made, would not prevent or materially alter or delay any of the transactions contemplated by this Agreement Agreement, and (ix) such other filings, consents, approvals, orders, registrations and declarations as may be required under the laws of any jurisdiction in which the Company or be reasonably likely any of its Subsidiaries conducts any business or owns any assets the failure of which to obtain would not have a Xxxxxx'x Material Adverse Effect on iPrintEffect.

Authority; No Conflict; Required Filings and Consents. (a) iPrint Each of Buyer and Sub have has all requisite corporate power and authority to execute and deliver enter into this Agreement and all other each of the agreements and documents contemplated hereby to which they are Buyer or will be parties Sub is a party (the "iPrint Transaction DocumentsBuyer Ancillary Agreements") and to consummate the ---------------------------- transactions contemplated hereby by this Agreement and therebythe Buyer Ancillary Agreements. The execution and delivery of this Agreement and the other iPrint Transaction Documents to which iPrint or Sub is or will be a party -------------------------------------------------------------------------------- AGREEMENT AND PLAN OF MERGER Buyer Ancillary Agreements and the consummation of the transactions contemplated hereby by this Agreement and thereby the Buyer Ancillary Agreements have been duly and validly approved and authorized by the board of directors of iPrint and Sub and, subject to obtaining the iPrint Stockholder Approval, as defined in Section 6.16, no other actions or proceedings all necessary corporate action on the part of each of Buyer and Sub (including the iPrint or Sub are necessary approval of the Merger by Buyer as the sole stockholder of Sub) other than with respect to authorize this Agreement and the other iPrint Transaction Documents and Merger, the transactions contemplated hereby and therebyfiling of the Certificate of Merger with the Secretary of State of Delaware as required by the DGCL. This Agreement has been, been and the other iPrint Transaction Documents to which iPrint and/or Sub are parties Buyer Ancillary Agreements have been or will be when they are executed by iPrint and/or Sub, as applicable, duly executed and delivered by iPrint and/or each of Buyer and Sub and constitute, (assuming the due authorization and execution of such agreements by the other parties thereto) constitutes or will constitute when they are executed by iPrint and/or Sub, as applicable, the valid and binding obligations of iPrint and/or each of Buyer and Sub, enforceable against iPrint and/or Sub, as the case may be, in accordance with their respective terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, moratorium or other similar laws affecting creditors' rights generally subject to the Bankruptcy and (ii) general principles of equityEquity Exception. (b) The Subject to approval by a notary public in Belgium as described in paragraph (iii) of the memorandum set forth at Section 4.3(b) of the Buyer Disclosure Schedule), the execution and delivery by iPrint and Sub of this Agreement and each of the other iPrint Transaction Documents to which they are or will be parties do Buyer Ancillary Agreements by each of Buyer and Sub does not, and the consummation of the transactions contemplated hereby by this Agreement and thereby each of the Buyer Ancillary Agreements will not, (i) conflict with, or result in any violation or breach of of, any provision of the Memorandum or Articles of Association of Buyer or the Certificate of Incorporation or Bylaws of iPrint or Sub, (ii) result in any violation or breach of, or constitute (with or without notice or lapse of time, or both) a default under, (or give rise to a right of termination, cancellation or acceleration of any material obligation or loss of any material benefit benefit) under, or require a consent or waiver under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, contract or other agreement, instrument or obligation to which iPrint Buyer or Sub any of its Subsidiaries is a party or by which either any of them or any of their properties or assets may be bound, or (iii) except as provided in clauses (i), (ii), (iii), (iv) and (v) in paragraph (c) below, conflict with or violate any permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to iPrint Buyer or Sub any of its Subsidiaries or any of its or their respective properties or assets, except in the case of (ii) and (iii) for any such conflicts, violations, defaults, terminations, cancellations or accelerations which would not be are not, individually or in the aggregate, reasonably likely to have a Buyer Material Adverse Effect on iPrintEffect. (c) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by iPrint or with respect to Buyer or any of its Subsidiaries in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except for (i) the filing of the Agreement of Merger together with pre-merger notification report under the required officers' certificates HSR Act, and such notifications as provided in Section 1.2may be required, with the Secretary of State if any, under similar applicable laws of the State of California, European countries (ii) the filing of a report on Form 8-K the Certificate of Merger with the SECDelaware Secretary of State, (iii) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities lawslaws and the laws of any foreign country, including (iv) the filing approval by NASDAQ of the Joint Proxy Statement with listing of the SEC pursuant shares of Buyer Common Stock to be issued in the Exchange Act and the Securities Act of 1933, as amended (the "Securities Act")Merger, and the -------------- declaration of the effectiveness of the Registration Statement by the SEC and, to the extent required, filings with various blue sky authorities and (ivv) such other consents, authorizations, filings, approvals and registrations which, if not obtained or made, would not prevent or materially alter or delay any of the transactions contemplated by this Agreement or be reasonably likely to have a Buyer Material Adverse Effect on iPrint.Effect. -------------------------------------------------------------------------------- AGREEMENT AND PLAN OF MERGER

Authority; No Conflict; Required Filings and Consents. (a) iPrint Each of the Buyer and Sub have the Transitory Subsidiary has all requisite corporate power and authority to execute and deliver enter into this Agreement and all other documents to which they are or will be parties (the "iPrint Transaction Documents") and to consummate the ---------------------------- transactions contemplated hereby and therebyby this Agreement. The execution and delivery of this Agreement and the other iPrint Transaction Documents to which iPrint or Sub is or will be a party and the consummation of the transactions contemplated hereby by this Agreement by the Buyer and thereby the Transitory Subsidiary have been duly and validly approved and authorized by the board of directors of iPrint and Sub and, subject to obtaining the iPrint Stockholder Approval, as defined in Section 6.16, no other actions or proceedings all necessary corporate action on the part of each of the iPrint or Sub are necessary to authorize this Agreement Buyer and the other iPrint Transaction Documents and Transitory Subsidiary (including the transactions contemplated hereby and therebyapproval of the Plan of Merger by the Buyer in its capacity as the sole shareholder of the Transitory Subsidiary). This Agreement has been, and the other iPrint Transaction Documents to which iPrint and/or Sub are parties have been or will be when they are executed by iPrint and/or Sub, as applicable, duly executed and delivered by iPrint and/or Sub each of the Buyer and constitute, or will constitute when they are executed by iPrint and/or Sub, as applicable, the Transitory Subsidiary and constitutes the valid and binding obligations obligation of iPrint and/or Subeach of the Buyer and the Transitory Subsidiary, enforceable against iPrint and/or Sub, as the case may be, in accordance with their respective its terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, moratorium or other similar laws affecting creditors' rights generally and (ii) general principles of equity. (b) The execution and delivery by iPrint and Sub of this Agreement by each of the Buyer and the other iPrint Transaction Documents to which they are or will be parties do Transitory Subsidiary does not, and the consummation by the Buyer and the Transitory Subsidiary of the transactions contemplated hereby and thereby by this Agreement will not, (i) conflict with, or result in any violation or breach of of, any provision of the Certificate Articles of Organization or By-laws of the Buyer or the Articles of Incorporation or Bylaws of iPrint or Subthe Transitory Subsidiary, (ii) conflict with, or result in any violation or breach of, or constitute (with or without notice or lapse of time, or both) a default under, (or give rise to a right of termination, cancellation or acceleration of any material obligation or loss of any material benefit benefit) under, require a consent or waiver under, constitute a change in control under, require the payment of a penalty under or result in the imposition of any Lien on the Buyer's or the Transitory Subsidiary's assets under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract or other agreement, instrument or obligation to which iPrint the Buyer or Sub the Transitory Subsidiary is a party or by which either any of them or any of their properties or assets may be bound, or (iii) subject to compliance with the requirements specified in clause (i), (ii), (iii), (iv), (v) and (vi) of Section 4.3(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, law, ordinance, rule or regulation applicable to iPrint the Buyer or Sub the Transitory Subsidiary or any of its or their properties or assets, except in the case of clauses (ii) and (iii) of this Section 4.3(b) for any such conflicts, violations, breaches, defaults, terminations, cancellations cancellations, accelerations or accelerations which would losses which, individually or in the aggregate, are not be reasonably likely to have be material to the Buyer and its Subsidiaries taken as a Material Adverse Effect on iPrintwhole. (c) No consent, approval, license, permit, order or authorization of, or registration, declaration declaration, notice or filing with, any Governmental Entity is required by iPrint or with respect to the Buyer or the Transitory Subsidiary in connection with the execution and delivery of this Agreement by the Buyer or the Transitory Subsidiary or the consummation by the Buyer or the Transitory Subsidiary of the transactions contemplated herebyby this Agreement, except for (i) the filing of pre-merger notification requirements under the Agreement of Merger together with the required officers' certificates as provided in Section 1.2, with the Secretary of State of the State of CaliforniaHSR Act, (ii) the filing of a report on Form 8-K the Articles of Merger with the SECSCC and appropriate corresponding documents with the Secretaries of State of other states in which the Company is qualified as a foreign corporation to transact business, (iii) the filing of the Registration Statement and Proxy Statement/Prospectus with the SEC in accordance with the Securities Act and the Exchange Act, (iv) the filings of such reports, schedules or materials under Section 13 or Rule 14a-12 of the Exchange Act and materials under Rule 165 and Rule 425 of the Securities Act as may be required in connection with this Agreement and the transactions contemplated hereby, (v) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities laws, including (vi) any consents, authorizations, approvals, filings or exemptions required by the filing rules of AMEX with respect to the Joint Proxy Statement shares of Buyer Common Stock issuable in connection with the SEC pursuant to the Exchange Act and the Securities Act of 1933, as amended (the "Securities Act"), and the -------------- declaration of the effectiveness of the Registration Statement by the SEC and, to the extent required, filings with various blue sky authorities Merger and (ivvii) such other consents, licenses, permits, orders, authorizations, filings, approvals and registrations which, if not obtained or made, would not prevent or materially alter or delay any of the transactions contemplated by this Agreement or be reasonably likely likely, individually or in the aggregate, to have be material to the Buyer and its Subsidiaries taken as a Material Adverse Effect on iPrintwhole.

Authority; No Conflict; Required Filings and Consents. (a) iPrint and Sub have The Company has all requisite corporate power and authority to execute and deliver enter into this Agreement and all the other documents Transaction Documents to which they are it is or will be parties (the "iPrint Transaction Documents") become a party, and to perform its obligations under, and to consummate the ---------------------------- Merger and the other transactions contemplated by, this Agreement and such other Transaction Documents. The execution and delivery by the Company of, the performance of its obligations under, and the consummation of the Merger and the other transactions contemplated by, this Agreement and such other Transaction Documents have been or, to the extent not executed as of the date hereof, will be duly authorized by all necessary corporate action on the part of the Company, subject only to the adoption and approval of this Agreement and the transactions contemplated hereby, including the Merger, by the Company’s stockholders holding in the aggregate (a) at least a majority of the issued and outstanding shares of Preferred Stock and (b) at least a majority of the issued and outstanding shares of Preferred Stock and Common Stock (voting as a single class) (the “Company Stockholder Approval”). This Agreement has been and such other Transaction Documents have been or, when executed and delivered, will be duly executed and delivered by the Company. This Agreement and each of the other Transaction Documents to which the Company is a party constitutes, and each of the other Transaction Documents to which the Company will become a party, when executed and delivered by the Company, will constitute, a valid and binding obligation of the Company enforceable by Parent against the Company in accordance with their respective terms, except to the extent that enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting the enforcement of creditors’ rights generally and by general principles of equity, regardless of whether such enforceability is considered in a proceeding at law or in equity (the “Bankruptcy and Equity Exceptions”). (b) The board of directors of the Company has, by unanimous written consent, (i) determined that the Merger is fair to, and in the best interests of, the Company and the holders of Preferred Stock and Common Stock, (ii) adopted and approved this Agreement, the Merger and the other transactions contemplated hereby, and (iii) recommended that the holders of Preferred Stock and Common Stock adopt and approve this Agreement, the Merger and the other transactions contemplated hereby (collectively, the “Company Board Approval”), and thereby. The no other corporate actions on the part of the Company (other than the Company Stockholder Approval) are necessary in connection with the authorization, execution and delivery of this Agreement and the other iPrint Transaction Documents to which iPrint or Sub is or will be a party by the Company and the consummation performance by the Company of the transactions contemplated hereby and thereby have been duly and validly approved and authorized by the board of directors of iPrint and Sub and, subject to obtaining the iPrint Stockholder Approval, as defined in Section 6.16, no other actions or proceedings on the part of the iPrint or Sub are necessary to authorize this Agreement Merger and the other iPrint Transaction Documents transactions contemplated hereby. The Company has delivered to Parent a certified copy of the Company Board Approval which as of the date hereof has not been revoked, rescinded or amended. (c) The Company Stockholder Approval constitutes all of the votes, consents and approvals required of the holders of capital stock of the Company for the authorization, execution and delivery of this Agreement by the Company and the transactions contemplated hereby and thereby. This Agreement has been, performance by the Company of the Merger and the other iPrint Transaction Documents to which iPrint and/or Sub are parties have been or will be when they are executed by iPrint and/or Sub, as applicable, duly executed transactions contemplated hereby. The execution and delivered by iPrint and/or Sub and constitute, or delivery of the Written Consent will constitute when they are executed by iPrint and/or Sub, as applicable, the valid and binding obligations of iPrint and/or Sub, enforceable against iPrint and/or Sub, as the case may be, in accordance with their respective terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, moratorium or other similar laws affecting creditors' rights generally and (ii) general principles of equityeffective Company Stockholder Approval. (bd) The execution and delivery by iPrint and Sub the Company of this Agreement and the other iPrint Transaction Documents to which they are it is or will be parties become a party do not, and the performance of its obligations under, and the consummation of the Merger and the other transactions contemplated hereby by this Agreement and thereby such other Transaction Documents to which it is or will become a party, will not, (i) conflict with, or result in any violation or breach of any provision of the Certificate certificate of Incorporation incorporation, bylaws or Bylaws other applicable organizational documents of iPrint the Company or Subany of its Subsidiaries, (ii) violate any Law applicable to the Company or any of its Subsidiaries, (iii) except as set forth on Schedule 4.3(d), conflict with, result in any violation a breach of or breach of, or constitute (with or without notice or lapse of time, or both) a default under, or give rise to a right of terminationtermination of or accelerate the performance required by, cancellation or acceleration constitute an event that, after notice or lapse of time or both, would conflict with, result in a breach of or default under, give rise to a right of termination of or accelerate the performance required by, the terms of any material obligation Order involving or loss binding upon the Company or any of its Subsidiaries, or any material benefit under, any note, mortgage, indenture, lease, contract or other agreement, instrument or obligation Contract to which iPrint the Company or Sub any of its Subsidiaries is a party or by which either of them or any of their properties or respective assets may be are bound, or (iiiiv) conflict with or violate require any permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to iPrint or Sub or any of its or their properties or assets, except in the case of (ii) and (iii) for any such conflicts, violations, defaults, terminations, cancellations or accelerations which would not be reasonably likely to have a Material Adverse Effect on iPrint. (c) No consent, approval, order or authorization of, or registration, declaration declaration, notice or filing with, any Governmental Entity is required by iPrint in connection with or any third party on the execution and delivery of this Agreement or the consummation part of the transactions contemplated herebyCompany or any of its Subsidiaries, except for other than (i) the filing of the Agreement of Merger together with the required officers' certificates as provided in Section 1.2, with the Secretary of State of the State of California, (ii) the filing of a report on Form 8-K with the SEC, (iiix) such consents, approvals, orders, authorizations, registrations, declarations declarations, notices and filings as may be required under applicable federal and state securities lawsLaws, including (y) such filings as may be required under the filing of the Joint Proxy Statement with the SEC pursuant to the Exchange HSR Act and the Securities Act of 1933, as amended or (the "Securities Act"), and the -------------- declaration of the effectiveness of the Registration Statement by the SEC and, to the extent required, filings with various blue sky authorities and (ivz) such other consents, authorizations, filings, approvals and registrations whichwhich are listed on Schedule 4.3(d), if not obtained or made(v) result in the creation or imposition of any Lien (other than any Permitted Lien), would not prevent with or materially alter without notice or delay lapse of time or both, on any assets of the Company or any of its Subsidiaries, except, in the transactions contemplated by this Agreement case of the preceding clauses (ii), (iii), (iv) and (v), as would not, individually or be reasonably likely to have in the aggregate with any other item described in such clauses, result in a Material Adverse Effect on iPrintEffect.

Authority; No Conflict; Required Filings and Consents. (a) iPrint Harrah's and Merger Sub have all requisite xxxxxxxte corporate power and authority to execute and deliver enter into this Agreement and all other documents the Stockholder Support Agreements to which they are or will be parties (the "iPrint Transaction Documents") each is a party and to consummate the ---------------------------- transactions contemplated hereby by this Agreement and therebythe Stockholder Support Agreements. The execution and delivery of this Agreement and the other iPrint Transaction Documents to which iPrint or Sub is or will be a party Stockholder Support Agreements and the consummation of the transactions contemplated hereby by this Agreement and thereby the Stockholder Support Agreements by Harrah's and Merger Sub have been duly and validly approved and authorized beex xxxx xuthorized by the board of directors of iPrint and Sub and, subject to obtaining the iPrint Stockholder Approval, as defined in Section 6.16, no other actions or proceedings all necessary corporate action on the part of the iPrint or Sub are necessary to authorize this Agreement Harrah's and Merger Sub. This Axxxxxxxx and the other iPrint Transaction Documents and the transactions contemplated hereby and thereby. This Agreement has been, and the other iPrint Transaction Documents to which iPrint and/or Sub are parties Stockholder Support Agreements have been or will be when they are executed by iPrint and/or Sub, as applicable, duly executed and delivered by iPrint and/or Harrah's and Merger Sub (as applxxxxxx) and constitute, or will constitute when they are executed by iPrint and/or Sub, as applicable, the valid and binding obligations of iPrint and/or SubHarrah's and Merger Sub (as applxxxxxx), enforceable against iPrint and/or Sub, as the case may be, each of them in accordance with their respective terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, moratorium or other similar laws affecting creditors' rights generally and (ii) general principles of equity. (b) The execution Other than or as disclosed in Section 4.2(b) of the Harrah's Disclosure Schedule, thx xxxxxxion and delivery by iPrint and Sub of this Agreement and the other iPrint Transaction Documents to which they are or will be parties do Stockholder Support Agreements by Harrah's and Merger Sub (as applxxxxxx) does not, and the consummation of the transactions contemplated hereby by this Agreement and thereby the Stockholder Support Agreements will not, (i) conflict with, or result in any violation or breach of of, any provision of the Certificate of Incorporation or Bylaws of iPrint Harrah's or Subthe comparable chartxx xx xxganizational documents of any of its Subsidiaries, (ii) result in any violation or breach of, or constitute (with or without notice or lapse of time, or both) a default under, (or give rise to a right of termination, cancellation or acceleration of any material obligation or loss of any material benefit benefit) under, or require a consent or waiver under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, contract or other agreement, instrument or obligation to which iPrint Harrah's or Sub is a any of its Subsidiarxxx xx x party or by which either any of them or any of their properties or assets may be bound, or (iii) subject to the governmental filings and other matters referred to in Section 4.2(c), conflict with or violate any permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to iPrint or Sub Harrah's or any of its Subsidiarxxx xx xny of its or their properties or assets, except in the case of clauses (ii) and (iii) for any such conflicts, violations, defaults, terminations, cancellations or accelerations which would not be (x) are not, individually or in the aggregate, reasonably likely to have a Harrah's Material Adverse Effect on iPrintxx (x) would not impair or delay the consummation of the Merger. (c) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by iPrint in connection or with respect to Harrah's or any of its Subsidiarxxx xx xonnection with the execution and delivery of this Agreement or the consummation of the transactions contemplated herebyhereby or thereby, except for (i) the filing of the Agreement pre-merger notification report under the HSR Act and any similar statute, rule or regulation of any Foreign Jurisdiction, (ii) the filing of the Articles of Merger together with respect to the required officers' certificates as provided in Section 1.2, Merger with the Secretary of State of the State of California, (ii) the filing of a report on Form 8-K with the SECNevada, (iii) any approvals and filing of notices required under the Harrah's Gaming Laws (as defined xx Xxxxion 4.6) or the Showboat Gaming Laws, (iv) such consents, approvals, orders, authorizations, permits, filings, or registrations related to, or arising out of, compliance with statutes, rules or regulations regulating the consumption, sale or serving of alcoholic beverages, (v) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities lawslaws and the securities laws of any Foreign Jurisdiction, including (vii) the filing of approvals required from the Joint Proxy Statement Australian Securities Commission (with respect to compliance with the SEC pursuant to the Exchange Act Australian Corporations Law) and the Securities Act of 1933Australian Foreign Investment Review Board, (viii) such immaterial filings and consents as amended (the "Securities Act")may be required under any environmental health or safety law or regulation pertaining to any notification, and the -------------- declaration of the effectiveness of the Registration Statement disclosure or required approval triggered by the SEC and, to the extent required, filings with various blue sky authorities and (iv) such other consents, authorizations, filings, approvals and registrations which, if not obtained Merger or made, would not prevent or materially alter or delay any of the transactions contemplated by this Agreement Agreement, and (ix) such other filings, consents, approvals, orders, registrations and declarations as may be required under the laws of any jurisdiction in which the Company or be reasonably likely any of its Subsidiaries conducts any business or owns any assets the failure of which to obtain would not have a Harrah's Material Adverse Effect on iPrintEffect.

Authority; No Conflict; Required Filings and Consents. (a) iPrint Each of the Buyer and Sub have has all requisite corporate power and authority to execute and deliver enter into this Agreement and all other documents (and, in the case of the Buyer, the Escrow Agreement), to which they are or will be parties perform its obligations hereunder (and, in the "iPrint Transaction Documents"case of the Buyer, thereunder) and to consummate the ---------------------------- transactions contemplated hereby and (and, in the case of the Buyer, thereby). The execution and delivery by each of the Buyer and Sub of this Agreement (and, in the case of the Buyer, the Escrow Agreement), the performance by each of the Buyer and Sub of its obligations hereunder (and, in the other iPrint Transaction Documents to which iPrint or Sub is or will be a party case of the Buyer, thereunder) and the consummation by each of the Buyer and Sub of the transactions contemplated hereby and thereby (and, in the case of the Buyer, thereby) have been duly and validly approved and authorized by the board boards of directors of iPrint the Buyer and Sub andand by the Buyer as the sole stockholder of Sub, subject to obtaining the iPrint Stockholder Approval, as defined in Section 6.16, and no other actions or corporate proceedings on the part of the iPrint or Buyer and Sub are necessary to authorize this Agreement and or for the other iPrint Transaction Documents and Buyer or Sub to consummate the transactions contemplated hereby and therebyhereby. This Agreement has been, and the other iPrint Transaction Documents to which iPrint and/or Sub are parties have been or will be when they are executed by iPrint and/or Sub, as applicable, duly executed and delivered by iPrint and/or the Buyer and Sub and constitutes (and, the Escrow Agreement when executed and delivered by the Buyer, will constitute, or will constitute when they are executed by iPrint and/or Sub, as applicable, ) the valid and binding obligations obligation of iPrint and/or the Buyer and Sub (in the case of Sub, solely with respect to this Agreement), enforceable against iPrint and/or Sub, as the case may be, in accordance with their respective its terms, except as such enforceability may be limited by (i) subject to any applicable bankruptcy, insolvency, moratorium reorganization or other similar laws affecting now or hereafter in effect relating to creditors' rights generally and (ii) or to general principles of equity. (b) The Assuming effectuation of all filings and registrations with, termination or expiration of any applicable waiting periods imposed by and receipt of all Permits or Orders indicated as required in Section 4.3(c), the execution and delivery of this Agreement by the Buyer and Sub does not (and, in the case of the Buyer, the execution and delivery by iPrint the Buyer of the Escrow Agreement will not), the performance by each of the Buyer and Sub of this Agreement and its obligations hereunder (and, in the other iPrint Transaction Documents to which they are or will be parties do notcase of the Buyer, thereunder) and the consummation by each of the Buyer and Sub of the transactions contemplated hereby (and thereby in the case of the Buyer, thereby) will not, (i) conflict with, or result in any violation or breach of any provision of the Amended and Restated Certificate of Incorporation of the Buyer or Bylaws the certificate of iPrint incorporation of Sub, the by-laws of the Buyer or the by-laws of Sub, (ii) result in any violation or breach of, or constitute (with or without notice or lapse of time, or both) a default under, (or give rise to a right of termination, cancellation or acceleration of any material obligation or loss of any material benefit underbenefit) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, contract or other agreement, instrument or obligation to which iPrint the Buyer or Sub any of its Subsidiaries is a party or by which either of them the Buyer or any of its Subsidiaries or any of its or their properties or assets may be bound, bound or (iii) conflict with or violate any permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to iPrint the Buyer or Sub any of its Subsidiaries or any of its or their properties or assets, except except, in the case of (ii) and (iii) ), for any such conflictsviolations, violationsbreaches, defaults, terminations, cancellations cancellations, accelerations or accelerations conflicts which would not be reasonably likely to not, in the aggregate, have or result in a Buyer Material Adverse Effect on iPrintEffect. (c) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity Entity, is required by iPrint or with respect to the Buyer or Sub in connection with the execution and delivery by the Buyer or Sub of this Agreement or the Escrow Agreement, the performance by the Buyer or Sub of their obligations hereunder or thereunder, or the consummation by the Buyer or Sub of the transactions contemplated herebyhereby or thereby, except for (i) the filing of the Agreement Certificate of Merger together with the required officers' certificates as provided in Section 1.2, with the Secretary of State of the State of CaliforniaDelaware, (ii) the filing of a report on Form 8-K with the SEC, (iii) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and or state securities lawsLaws, including (iii) filings with the filing Nasdaq National Market in connection with the listing on the Nasdaq National Market of the Joint Proxy Statement with Merger Shares and shares of Buyer Common Stock issuable upon the SEC pursuant to exercise of Options after the Effective Time, (iv) any filing required under the HSR Act, (v) filings under the Exchange Act and the Securities Act of 1933, as amended (the "Securities Act"), and the -------------- declaration of the effectiveness of the Registration Statement by the SEC and, to the extent required, filings with various blue sky authorities and (ivvi) such other consents, approvals, orders, authorizations, filingsregistrations, approvals declarations and registrations filings which, if not obtained or made, would not prevent not, individually or materially alter or delay any of in the transactions contemplated by this Agreement aggregate, have or be reasonably likely to have have, a Buyer Material Adverse Effect on iPrintEffect.

Authority; No Conflict; Required Filings and Consents. (a) iPrint Each of the Buyer and Sub have the Transitory Subsidiary has all requisite corporate power and authority to execute and deliver this Agreement and all the other documents agreements contemplated hereby to which they are it is or will be parties (the "iPrint Transaction Documents") a party and to perform its obligations hereunder and thereunder and to consummate the ---------------------------- transactions contemplated hereby and thereby. The execution and delivery by the Buyer and the Transitory Subsidiary of this Agreement and the other iPrint Transaction Documents agreements contemplated hereby to which iPrint or Sub it is or will be a party and the consummation by the Buyer and the Transitory Subsidiary of the transactions contemplated hereby and thereby have been duly and validly approved and authorized by the board of directors of iPrint and Sub and, subject to obtaining the iPrint Stockholder Approval, as defined in Section 6.16, no other actions or proceedings all necessary corporate action on the part of the iPrint or Sub are necessary to authorize this Agreement Buyer and the other iPrint Transaction Documents and the transactions contemplated hereby and therebyTransitory Subsidiary, respectively. This Agreement has and all other agreements, instruments and documents contemplated hereby to which the Buyer or the Transitory Subsidiary is a party have been, and the other iPrint Transaction Documents to which iPrint and/or Sub are parties have been or will be when they are upon execution and delivery thereof, duly and validly executed and delivered by iPrint and/or Subthe Buyer or the Transitory Subsidiary, as applicable, duly executed and, assuming the due and delivered valid authorization, execution and delivery of such agreement, instrument or document by iPrint and/or Sub the other parties thereto, constitutes or will, upon execution and constitutedelivery thereof, constitute a valid and binding obligation of the Buyer or will constitute when they are executed by iPrint and/or Subthe Transitory Subsidiary, as applicable, the valid and binding obligations of iPrint and/or Sub, enforceable against iPrint and/or Sub, as the case may be, it in accordance with their respective its terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting Laws now or hereafter in effect relating to creditors' ’ rights generally and (ii) subject to general principles of equity. (b) The execution execution, delivery and delivery by iPrint and Sub performance of this Agreement by the Buyer and the Transitory Subsidiary, and the other iPrint Transaction Documents agreements, instruments and documents contemplated hereby to which they are each of them is or will be parties a party, do not, and the consummation by the Buyer and the Transitory Subsidiary of the transactions contemplated hereby and thereby will by this Agreement shall not, (i) conflict with, or result in any violation or breach of of, any provision of the Certificate certificate of Incorporation incorporation or Bylaws bylaws of iPrint the Buyer or Subthe Transitory Subsidiary, (ii) conflict with, or result in any violation or breach of, or constitute (with or without notice or lapse of time, or both) a default under, or give rise to a right of termination, modification, amendment, cancellation or acceleration of any material obligation or loss of any material benefit benefit, or require a consent or waiver under, with or without the giving of notice, the lapse of time or both, any noteof the terms, mortgage, indenture, lease, contract conditions or other agreement, instrument or obligation provisions of any Contract to which iPrint the Buyer is or Sub is will be a party or by which either of them its assets are bound or any material permits of their properties the Buyer or assets may be boundthe Transitory Subsidiary, or (iii) subject to compliance with the requirements specified in clauses (i) through (iii) of Section 4.2(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, lawLaw, ordinance, rule or regulation applicable to iPrint the Buyer or Sub the Transitory Subsidiary or any of its or their respective properties or assetsassets or (iv) result in the creation of imposition of any Lien on any of the material properties or assets of the Buyer or the Transitory Subsidiary, except in the case of clauses (ii), (iii) and (iiiiv) of this Section 4.2(b) for any such conflicts, violations, breaches, defaults, terminations, cancellations modifications, amendments, cancellations, accelerations, losses or accelerations which would Liens, and for any consents or waivers not be obtained, that, individually or in the aggregate, are not reasonably likely to have a Buyer Material Adverse Effect on iPrintEffect. (c) No consent, approval, license, permit, order or authorization of, or registration, declaration declaration, notice or filing with, any Governmental Entity or any stock market or stock exchange on which shares of the Buyer’s stock are listed for trading is required by iPrint or with respect to the Buyer or the Transitory Subsidiary in connection with the execution and delivery of this Agreement by the Buyer or the Transitory Subsidiary or the consummation by the Buyer or the Transitory Subsidiary of the transactions contemplated herebyby this Agreement, except for (i) the filing of pre-merger notification requirements under the Agreement of Merger together with the required officers' certificates as provided in Section 1.2HSR Act, with the Secretary of State of the State of Californiaand any other applicable Antitrust Laws, (ii) the filing of a report on Form 8-K the Certificate of Merger with the SECSecretary of State, (iii) such consents, approvals, orders, authorizations, registrations, declarations declarations, notices and filings as may be required under applicable federal and state securities laws, including the filing rules and regulations of the Joint Proxy Statement with the SEC pursuant to the New York Stock Exchange Act and the Securities Act of 1933, as amended (the "Securities Act"), and the -------------- declaration of the effectiveness of the Registration Statement by the SEC and, to the extent required, filings with various blue sky authorities and (iv) such other consents, approvals, licenses, permits, orders, authorizations, filingsregistrations, approvals declarations, notices and registrations filings which, if not obtained or made, would are not prevent or materially alter or delay any of the transactions contemplated by this Agreement or be reasonably likely to have a Buyer Material Adverse Effect on iPrintEffect.

Authority; No Conflict; Required Filings and Consents. (a) iPrint Each of Buyer and Merger Sub have has all requisite corporate power and authority to execute and deliver enter into this Agreement and all other documents the Ancillary Agreements to which they are Buyer or Merger Sub (as applicable) is or will be parties a party and, subject to the adoption of this Agreement by Buyer as sole stockholder of Merger Sub (which shall occur immediately after the "iPrint Transaction Documents") execution and delivery of this Agreement), to consummate the ---------------------------- transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the other iPrint Transaction Documents Ancillary Agreements to which iPrint Buyer or Merger Sub (as applicable) is or will be a party and the consummation of the transactions contemplated hereby by this Agreement by Buyer and thereby Merger Sub have been duly and validly approved and authorized by their respective boards of directors. Upon the board approval of directors the Merger and the adoption of iPrint this Agreement by Buyer as sole stockholder of Merger Sub (which shall occur immediately after the execution and Sub and, subject to obtaining the iPrint Stockholder Approval, as defined in Section 6.16delivery of this Agreement), no other actions further corporate or proceedings on the part of the iPrint or Sub are necessary stockholder authorization will be required to authorize the execution, delivery and performance by Buyer or Merger Sub of this Agreement and such Ancillary Agreements and the other iPrint Transaction Documents consummation by Buyer and Merger Sub of the transactions contemplated hereby and thereby. This Agreement has been, and the other iPrint Transaction Documents Ancillary Agreements to which iPrint and/or Buyer or Merger Sub are parties have been (as applicable) is or will be a party have been or, when they are executed by iPrint and/or Subexecuted, as applicable, will be duly and validly executed and delivered by iPrint and/or each of Buyer and Merger Sub and constitute, constitute or will constitute when they are executed by iPrint and/or Sub, (as applicable, ) the valid and binding obligations of iPrint and/or Subeach of Buyer and Merger Sub (as applicable), enforceable against iPrint and/or Sub, as the case may be, each of them in accordance with their respective terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, moratorium or other similar laws affecting creditors' rights generally and (ii) general principles of equity. (b) The execution and delivery by iPrint and Sub of this Agreement and the other iPrint Transaction Documents to which they are or will be parties do not, and the consummation of the transactions contemplated hereby and thereby will not, (i) conflict with, or result in any violation or breach of any provision of the Certificate of Incorporation or Bylaws of iPrint or Sub, (ii) result in any violation or breach of, or constitute (with or without notice or lapse of time, or both) a default under, or give rise to a right of termination, cancellation or acceleration of any material obligation or loss of any material benefit under, any note, mortgage, indenture, lease, contract or other agreement, instrument or obligation to which iPrint or Sub is a party or by which either of them or any of their properties or assets may be bound, or (iii) conflict with or violate any permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to iPrint or Sub or any of its or their properties or assets, except in the case of (ii) and (iii) for any such conflicts, violations, defaults, terminations, cancellations or accelerations which would not be reasonably likely to have a Material Adverse Effect on iPrint. (c) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by iPrint in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except for (i) the filing of the Agreement of Merger together with the required officers' certificates as provided in Section 1.2, with the Secretary of State of the State of California, (ii) the filing of a report on Form 8-K with the SEC, (iii) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities laws, including the filing of the Joint Proxy Statement with the SEC pursuant subject to the Exchange Act Bankruptcy and the Securities Act of 1933, as amended (the "Securities Act"), and the -------------- declaration of the effectiveness of the Registration Statement by the SEC and, to the extent required, filings with various blue sky authorities and (iv) such other consents, authorizations, filings, approvals and registrations which, if not obtained or made, would not prevent or materially alter or delay any of the transactions contemplated by this Agreement or be reasonably likely to have a Material Adverse Effect on iPrintEquity Exception.

Authority; No Conflict; Required Filings and Consents. (a) iPrint and Sub have all requisite corporate power and authority to execute and deliver this Agreement and all other documents to which they are or will be parties (the "iPrint Transaction DocumentsIPRINT TRANSACTION DOCUMENTS") and to consummate the ---------------------------- transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the other iPrint Transaction Documents to which iPrint or Sub is or will be a party and the consummation of the transactions contemplated hereby and thereby have been duly and validly approved and authorized by the board of directors of iPrint and Sub and, subject to obtaining the iPrint Stockholder Approval, as defined in Section 6.16, no other actions or proceedings on the part of the iPrint or Sub are necessary to authorize this Agreement and the other iPrint Transaction Documents and the transactions contemplated hereby and thereby. This Agreement has been, and the other iPrint Transaction Documents to which iPrint and/or Sub are parties have been or will be when they are executed by iPrint and/or Sub, as applicable, duly executed and delivered by iPrint and/or Sub and constitute, or will constitute when they are executed by iPrint and/or Sub, as applicable, the valid and binding obligations of iPrint and/or Sub, enforceable against iPrint and/or Sub, as the case may be, in accordance with their respective terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, moratorium or other similar laws affecting creditors' rights generally and (ii) general principles of equity. (b) The execution and delivery by iPrint and Sub of this Agreement and the other iPrint Transaction Documents to which they are or will be parties do not, and the consummation of the transactions contemplated hereby and thereby will not, (i) conflict with, or result in any violation or breach of any provision of the Certificate of Incorporation or Bylaws of iPrint or Sub, (ii) result in any violation or breach of, or constitute (with or without notice or lapse of time, or both) a default under, or give rise to a right of termination, cancellation or acceleration of any material obligation or loss of any material benefit under, any note, mortgage, indenture, lease, contract or other agreement, instrument or obligation to which iPrint or Sub is a party or by which either of them or any of their properties or assets may be bound, or (iii) conflict with or violate any permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to iPrint or Sub or any of its or their properties or assets, except in the case of (ii) and (iii) for any such conflicts, violations, defaults, terminations, cancellations or accelerations which would not be reasonably likely to have a Material Adverse Effect on iPrint. (c) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by iPrint in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except for (i) the filing of the Agreement of Merger together with the required officers' certificates as provided in Section 1.2, with the Secretary of State of the State of California, (ii) the filing of a report on Form 8-K with the SEC, (iii) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities laws, including the filing of the Joint Proxy Statement with the SEC pursuant to the Exchange Act and the Securities Act of 1933, as amended (the "Securities ActSECURITIES ACT"), and the -------------- declaration of the effectiveness of the Registration Statement by the SEC and, to the extent required, filings with various blue sky authorities and (iv) such other consents, authorizations, filings, approvals and registrations which, if not obtained or made, would not prevent or materially alter or delay any of the transactions contemplated by this Agreement or be reasonably likely to have a Material Adverse Effect on iPrint.

Authority; No Conflict; Required Filings and Consents. (a) iPrint Each of Parent and Merger Sub have has all requisite corporate power and authority to execute and deliver enter into this Agreement and all other documents each Ancillary Agreement (to which they are or will be parties (the "iPrint Transaction Documents") extent a party thereto), to perform its obligations hereunder and thereunder, and to consummate the ---------------------------- transactions contemplated hereby by this Agreement and therebythe Ancillary Agreements. The execution and delivery by each of Parent and Xxxxxx Sub of this Agreement and each Ancillary Agreement (to the other iPrint Transaction Documents to which iPrint or Sub is or will be extent a party thereto), the performance of its obligations hereunder and thereunder, and the consummation of the transactions contemplated hereby by this Agreement and thereby the Ancillary Agreements have been duly and validly approved and authorized by the board of directors of iPrint and Sub and, subject to obtaining the iPrint Stockholder Approval, as defined in Section 6.16, no other actions or proceedings all necessary corporate action on the part of the iPrint or Sub are necessary to authorize this each of Parent and Merger Sub. This Agreement and each Ancillary Agreement (to the other iPrint Transaction Documents extent a party thereto) has been duly executed and the transactions contemplated hereby delivered by each of Xxxxxx and therebyXxxxxx Sub. This Agreement has been, and each Ancillary Agreement (to the other iPrint Transaction Documents to which iPrint and/or Sub are parties have been or extent a party thereto) delivered at Closing will be when they are executed by iPrint and/or Sub, as applicablebe, duly and validly executed and delivered by iPrint and/or each of Parent and Merger Sub and constitute, or will constitute when they are executed by iPrint and/or Sub, as applicable, the valid and binding obligations of iPrint and/or Sub, each of Parent and Merger Sub enforceable against iPrint and/or Sub, as the case may be, each of Parent and Merger Sub in accordance with their respective terms, except as such enforceability may be to the extent limited by (i) applicable bankruptcy, reorganization, insolvency, moratorium or other similar laws affecting the enforcement of creditors' ’ rights generally and (ii) by general principles of equity, regardless of whether such enforceability is considered in a Proceeding at law or equity. (b) The execution and delivery by iPrint each of Parent and Merger Sub of this Agreement and each Ancillary Agreement (to the other iPrint Transaction Documents to which they are or will be parties do extent a party thereto) does not, and the performance of its obligations hereunder and thereunder, and consummation of the transactions contemplated hereby and thereby by this Agreement or the Ancillary Agreements will not, (i) conflict with, or result in any violation or breach of any provision of the Certificate Organizational Documents of Incorporation or Bylaws each of iPrint or Parent and Merger Sub, (ii) violate any law, rule or regulation applicable to Parent or Merger Sub, as applicable, except as would not reasonably be expected to have a material adverse effect on the ability of Parent or Merger Sub to consummate the transactions contemplated hereby (a “Parent Material Adverse Effect”) or (iii) conflict with or result in any violation or a breach of, or constitute (with or without notice or lapse of time, or both) a default under, or give rise to a right of terminationtermination of, cancellation or acceleration accelerate the performance required by the terms of any material obligation judgment, court order or loss of consent decree, or any material benefit under, any note, mortgage, indenture, lease, contract or other agreement, instrument or obligation agreement to which iPrint Parent or Sub Merger Sub, as applicable, is party to or constitute a party or by which either of them or any of their properties or assets may be bound, or (iii) conflict with or violate any permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to iPrint or Sub or any of its or their properties or assetsdefault thereunder, except in the each case of (ii) and (iii) for any such conflicts, violations, defaults, terminations, cancellations or accelerations which as would not reasonably be reasonably likely expected to have a Parent Material Adverse Effect on iPrintEffect. (c) No None of the execution and delivery by each of Parent and Merger Sub of this Agreement or any Ancillary Agreement (to the extent a party thereto), the performance of its obligations hereunder or thereunder, or the consummation of the transactions contemplated by, this Agreement and the Ancillary Agreements requires or will require any consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by iPrint in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated herebythird party, except for (i) the filing of the Agreement of Merger together with the required officers' certificates as provided in Section 1.2, with the Secretary of State of the State of California, (ii) the filing of a report on Form 8-K with the SEC, (iii) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities laws, including the filing of the Joint Proxy Statement with the SEC pursuant to the Exchange Act laws and the Securities Act laws of 1933any foreign country and (ii) those where the failure to obtain or make, as amended (the "Securities Act")applicable, and the -------------- such consent, approval, order or authorization of, or registration, declaration of the effectiveness of the Registration Statement by the SEC and, to the extent required, filings with various blue sky authorities and (iv) such other consents, authorizations, filings, approvals and registrations which, if not obtained or made, filing would not prevent or materially alter or delay any of the transactions contemplated by this Agreement or be reasonably likely to have a Parent Material Adverse Effect on iPrintEffect.

Authority; No Conflict; Required Filings and Consents. (a) iPrint and Sub have Globe-1 has all requisite corporate power and authority to execute and deliver enter into this Agreement and all other documents Transaction Documents to which they are it is or will be parties (the "iPrint Transaction Documents") become a party and to consummate the ---------------------------- transactions contemplated hereby in this Agreement and therebysuch Transaction Documents. The execution and delivery of this Agreement and the other iPrint such Transaction Documents to which iPrint or Sub is or will be a party and the consummation of the transactions contemplated hereby in this Agreement and thereby such Transaction Documents have been duly and validly approved and authorized by the board of directors of iPrint and Sub and, subject to obtaining the iPrint Stockholder Approval, as defined in Section 6.16, no other actions or proceedings all necessary corporate action on the part of Globe-1, subject only to the iPrint or Sub are necessary to authorize this Agreement approval of the Merger by Globe-1's shareholders under the provisions of Washington Law and the other iPrint Transaction Documents and the transactions contemplated hereby and therebyGlobe-1's articles of incorporation. This Agreement has been, been and the other iPrint such Transaction Documents to which iPrint and/or Sub are parties have been or or, to the extent not executed by Globe-1 as of the date hereof, will be when they are executed by iPrint and/or Sub, as applicable, duly executed and delivered by iPrint and/or Sub Globe-1. This Agreement and each of the Transaction Documents to which Globe-1 is a party constitutes, and each of the Transaction Documents to which Globe-1 will become a party, when executed and delivered by Globe-1, will constitute, or will constitute when they are executed assuming the due authorization, execution and delivery by iPrint and/or Sub, as applicablethe other parties hereto and thereto, the valid and binding obligations obligation of iPrint and/or SubGlobe-1, enforceable by Onvia against iPrint and/or Sub, as the case may be, Globe-1 in accordance with their respective terms, except as such to the extent that enforceability may be limited by (i) applicable bankruptcy, reorganization, insolvency, moratorium or other similar laws affecting the enforcement of creditors' rights generally and (ii) by general principles of equity, regardless of whether such enforceability is considered in a proceeding at law or in equity. For purposes of this Agreement, "Transaction ----------- Documents" means all documents or agreements required to be delivered by any --------- party under this Agreement including the Articles of Merger, the Depository Agreement, the Registration Rights Agreement and the Voting Agreements. (b) The execution and delivery by iPrint and Sub Globe-1 of this Agreement and the other iPrint Transaction Documents to which they are it is or will be parties do become a party does not, and the consummation of the transactions contemplated hereby in this Agreement and thereby the Transaction Documents to which it is or will become a party will not, (i) conflict with, or result in any violation or breach of any provision of the Certificate articles of Incorporation incorporation or Bylaws bylaws of iPrint or SubGlobe-1, each as amended to date (ii) result in any violation or breach of, or constitute (with or without notice or lapse of time, or both) a default under, (or give rise to a right of termination, cancellation or acceleration of any material obligation or loss of any material benefit underbenefit) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, contract or other agreement, instrument or obligation to which iPrint or Sub Globe-1 is a party or by which either of them it or any of their its properties or assets may be bound, or (iii) conflict with or violate any permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to iPrint or Sub Globe-1 or any of its or their properties or assets, except in the case of (ii) and (iii) for any such conflicts, violations, defaults, terminations, cancellations or accelerations which would not reasonably be reasonably likely expected to have a Material Adverse Effect on iPrintGlobe-1. (c) No None of the execution and delivery by Globe-1 of this Agreement or of any other Transaction Document to which Globe-1 is or will become a party or the consummation of the transactions contemplated in this Agreement or any such Transaction Document will require any consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality ("Governmental Entity is required by iPrint in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated herebyEntity"), except for (i) the filing of the Agreement Articles of Merger together ------------------- with the required officers' certificates as provided in Section 1.2, with the Washington Secretary of State of the State of CaliforniaState, (ii) the filing of a report on Form 8-K with the SEC, (iii) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities laws, including the filing of the Joint Proxy Statement with the SEC pursuant to the Exchange Act and the Securities Act of 1933, as amended (the "Securities Act"), and the -------------- declaration of the effectiveness of the Registration Statement by the SEC and, to the extent required, filings with various blue sky authorities laws and (iviii) such other consents, authorizations, filings, approvals and registrations which are listed on the Globe-1 Disclosure Schedule or which, if not obtained or made, would not prevent or materially alter or delay any of the transactions contemplated by this Agreement or could be reasonably likely expected to have a Material Adverse Effect on iPrintGlobe-1.

Authority; No Conflict; Required Filings and Consents. (a) iPrint Acquiror and Sub have all requisite corporate power and authority to execute and deliver enter into this Agreement and all other documents Transaction Documents to which they are or will be parties (the "iPrint Transaction Documents") become a party and to consummate the ---------------------------- transactions contemplated hereby by this Agreement and therebysuch Transaction Documents. The execution and delivery of this Agreement and the other iPrint such Transaction Documents to which iPrint or Sub is or will be a party and the consummation of the transactions contemplated hereby by this Agreement and thereby such Transaction Documents have been duly and validly approved and authorized by the board of directors of iPrint and Sub and, subject to obtaining the iPrint Stockholder Approval, as defined in Section 6.16, no other actions or proceedings all necessary corporate action on the part of the iPrint or Sub are necessary to authorize this Agreement Acquiror and the other iPrint Transaction Documents and the transactions contemplated hereby and therebySub. This Agreement has been, been and the other iPrint such Transaction Documents to which iPrint and/or Sub are parties have been or, to the extent not executed by Acquiror or Sub as of the date hereof, will be when they are executed by iPrint and/or Sub, as applicable, duly executed and delivered by iPrint and/or Acquiror and Sub. This Agreement and each of the Transaction Documents to which Acquiror or Sub are a party constitutes, and each of the Transaction Documents to which Acquiror or Sub will become a party, when executed and delivered by Acquiror or Sub, will constitute, or will constitute when they are executed assuming the due authorization, execution and delivery by iPrint and/or Sub, as applicablethe other parties hereto and thereto, the valid and binding obligations obligation of iPrint and/or Sub, enforceable against iPrint and/or Acquiror or Sub, as the case may be, enforceable against Acquiror or Sub in accordance with their respective terms, except as such to the extent that enforceability may be limited by (i) applicable bankruptcy, reorganization, insolvency, moratorium or other similar laws affecting the enforcement of creditors' rights generally and (ii) by general principles of equity, regardless of whether such enforceability is considered in a proceeding at law or in equity. (b) The execution and delivery by iPrint Acquiror and Sub of this Agreement and the other iPrint Transaction Documents to which they are or will be parties do become a party does not, and the consummation of the transactions contemplated hereby by this Agreement and thereby the Transaction Documents to which they are or will become a party will not, (i) conflict with, or result in any violation or breach of any provision of the Restated Articles or Bylaws of Acquiror or the Certificate of Incorporation or Bylaws of iPrint or Sub, (ii) result in any violation or breach of, or constitute (with or without notice or lapse of time, or both) a default under, (or give rise to a right of termination, cancellation or acceleration of any material obligation or loss of any material benefit underbenefit) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, contract or other agreement, instrument or obligation to which iPrint Acquiror or Sub is a party or by which either of them they or any of their properties or assets may be bound, or (iii) conflict with or violate any permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to iPrint Acquiror or Sub or any of its or their properties or assets, except in the case of (ii) and (iii) for any such conflicts, violations, defaults, terminations, cancellations or accelerations which would not reasonably be reasonably likely expected to have a Material Adverse Effect on iPrintAcquiror or Sub. (c) No None of the execution and delivery by Acquiror or Sub of this Agreement or of any other Transaction Document to which Acquiror or Sub is or will become a party or the consummation of the transactions contemplated by this Agreement or such Transaction Document or the continuation of the business activities of Acquiror following consummation of the Merger will require any consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by iPrint in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated herebyEntity, except for (i) the filing of the Agreement Articles of Merger together with the required officers' certificates as provided in Section 1.2, with the Texas Secretary of State of the State of CaliforniaState, (ii) the filing of a report on Form 8-K the Certificate of Merger with the SECDelaware Secretary of State, (iii) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities laws, including the filing of the Joint Proxy Statement with the SEC pursuant to the Exchange Act and the Securities Act of 1933, as amended (the "Securities Act"), and the -------------- declaration of the effectiveness of the Registration Statement by the SEC and, to the extent required, filings with various blue sky authorities and (iv) such other consents, authorizations, filings, approvals and registrations which, if not obtained or made, would not prevent or materially alter or delay any of the transactions contemplated by this Agreement or could be reasonably likely expected to have a Material Adverse Effect on iPrintAcquiror or Sub.

Authority; No Conflict; Required Filings and Consents. (a) iPrint Each of Parent and Merger Sub have has all requisite corporate power and authority to execute and deliver enter into this Agreement and all the other documents Transaction Documents to which they are it is or will be parties (the "iPrint Transaction Documents") become a party, and to perform its obligations under, and to consummate the ---------------------------- Merger and the other transactions contemplated hereby by, this Agreement and therebysuch other Transaction Documents. The execution and delivery by Parent and/or Merger Sub of, the performance of this Agreement and the other iPrint Transaction Documents to which iPrint or Sub is or will be a party its obligations under, and the consummation of the Merger and the other transactions contemplated hereby by, this Agreement and thereby such other Transaction Documents have been or, to the extent not executed as of the date hereof, will be duly and validly approved and authorized by the board of directors of iPrint and Sub and, subject to obtaining the iPrint Stockholder Approval, as defined in Section 6.16, no other actions or proceedings all necessary action on the part of the iPrint or Sub are necessary to authorize this Agreement Parent and the other iPrint Transaction Documents and the transactions contemplated hereby and therebyMerger Sub. This Agreement has been, been and the such other iPrint Transaction Documents to which iPrint and/or Sub are parties have been or or, when executed and delivered by Parent and/or Merger Sub, will be when they are executed by iPrint and/or Sub, as applicable, duly executed and delivered by iPrint Parent and/or Merger Sub. This Agreement and each of the other Transaction Documents to which Parent and/or Merger Sub is a party constitutes, and each of the other Transaction Documents to which Parent and/or Merger Sub will become a party when executed and delivered by Parent and/or Merger Sub will constitute, or will constitute when they are executed by iPrint and/or Sub, as applicable, the a valid and binding obligations obligation of iPrint Parent and/or Merger Sub, enforceable by Seller and the Company against iPrint Parent and/or Sub, as the case may be, Merger Sub in accordance with their respective terms, except as such to the extent that enforceability may be limited by (i) bankruptcy, insolvency, moratorium or other similar laws affecting creditors' rights generally applicable Bankruptcy and (ii) general principles of equityEquity Exceptions. (b) The execution and delivery by iPrint Parent and Merger Sub of this Agreement and the other iPrint Transaction Documents to which they are it is or will be parties become a party do not, and the performance of its obligations under, and the consummation of the Merger and the other transactions contemplated hereby by, this Agreement and thereby such other Transaction Documents to which it is or will become a party will not, (i) conflict with, or result in any violation or breach of any provision of the Certificate governing documents of Incorporation Parent or Bylaws of iPrint or Merger Sub, (ii) violate any Law applicable to Parent or Merger Sub, (iii) except as set forth on Schedule 6.2(b), conflict with, result in any violation a breach of or breach of, or constitute (with or without notice or lapse of time, or both) a default under, or give rise to a right of terminationtermination of or accelerate the performance required by, cancellation or acceleration constitute an event that, after notice or lapse of time or both, would conflict with, result in a breach of or default under, give rise to a right of termination of or accelerate the performance required by, the terms of any material obligation Order involving or loss of binding upon Parent or Merger Sub, or any material benefit under, any note, mortgage, indenture, lease, contract or other agreement, instrument or obligation Contract to which iPrint or Sub Parent is a party or by which either of them or any of their properties or its assets may be are bound, or (iiiiv) conflict with or violate require any permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to iPrint or Sub or any of its or their properties or assets, except in the case of (ii) and (iii) for any such conflicts, violations, defaults, terminations, cancellations or accelerations which would not be reasonably likely to have a Material Adverse Effect on iPrint. (c) No consent, approval, order or authorization of, or registration, declaration declaration, notice or filing with, any Governmental Entity is required by iPrint in connection with or any third party on the execution and delivery part of this Agreement Parent or the consummation of the transactions contemplated herebyMerger Sub, except for other than (i) the filing of the Agreement of Merger together with the required officers' certificates as provided in Section 1.2, with the Secretary of State of the State of California, (ii) the filing of a report on Form 8-K with the SEC, (iiix) such consents, approvals, orders, authorizations, registrations, declarations declarations, notices and filings as may be required under applicable federal and state securities lawsLaws, including (y) such filings as may be required under the filing of the Joint Proxy Statement with the SEC pursuant to the Exchange HSR Act and the Securities Act of 1933, as amended or (the "Securities Act"), and the -------------- declaration of the effectiveness of the Registration Statement by the SEC and, to the extent required, filings with various blue sky authorities and (ivz) such other consents, authorizations, filings, approvals and registrations whichwhich are listed on Schedule 4.3(d), if not obtained or madeexcept, would not prevent or materially alter or delay any in the case of the preceding clauses (ii), (iii) and (iv), as would not, individually or in the aggregate with any other item described in such clauses, reasonably be expected to result in a material adverse effect on Parent’s or Merger Sub’s ability to consummate the Merger and the other transactions contemplated by this Agreement hereby or be reasonably likely to have a Material Adverse Effect on iPrintthereby.

Authority; No Conflict; Required Filings and Consents. (a) iPrint Each of BSQUARE and Sub have has all requisite corporate power and authority to execute and deliver enter into this Agreement and all the other documents Transaction Documents to which they are it is or will be parties (the "iPrint Transaction Documents") become a party and to consummate the ---------------------------- transactions contemplated hereby in this Agreement and therebysuch Transaction Documents. The execution and delivery of this Agreement and the other iPrint such Transaction Documents to which iPrint or Sub is or will be a party and the consummation of the transactions contemplated hereby in this Agreement and thereby such Transaction Documents have been duly and validly approved and authorized by the board of directors of iPrint and Sub and, subject to obtaining the iPrint Stockholder Approval, as defined in Section 6.16, no other actions or proceedings all necessary corporate action on the part of the iPrint or Sub are necessary to authorize this Agreement BSQUARE and the other iPrint Transaction Documents and the transactions contemplated hereby and therebySub. This Agreement has been, been and the other iPrint such Transaction Documents to which iPrint and/or Sub are parties have been or or, to the extent not executed as of the date hereof, will be when they are executed by iPrint and/or Sub, as applicable, duly executed and delivered by iPrint and/or BSQUARE and Sub. This Agreement and each of the Transaction Documents to which BSQUARE or Sub is a party constitutes, and each of the Transaction Documents to which BSQUARE or Sub will become a party when executed and delivered by BSQUARE or Sub will constitute, or will constitute when they are executed by iPrint and/or Sub, as applicable, the a valid and binding obligations obligation of iPrint and/or BSQUARE or Sub, enforceable by InfoGation against iPrint and/or BSQUARE or Sub, as the case may be, in accordance with their respective its terms, except as such to the extent that enforceability may be limited by (i) applicable bankruptcy, reorganization, insolvency, moratorium or other similar laws affecting the enforcement of creditors' rights generally and (ii) by general principles of equity, regardless of whether such enforceability is considered in a proceeding at law or in equity. (b) The execution and delivery by iPrint and BSQUARE or Sub of this Agreement and the other iPrint Transaction Documents to which they are it is or will be parties do become a party does not, and the consummation of the transactions contemplated hereby and thereby in this Agreement or the Transaction Documents to which it is or will become a party will not, (i) conflict with, or result in any violation or breach of any provision of the Certificate articles of Incorporation incorporation or Bylaws bylaws of iPrint BSQUARE or Sub, respectively, (ii) result in any violation or breach of, or constitute (with or without notice or lapse of time, or both) a default under, (or give rise to a right of termination, cancellation or acceleration of any material obligation or loss of any material benefit underbenefit) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, contract or other agreement, instrument or obligation to which iPrint BSQUARE or Sub is a party or by which either of them or any of their properties or assets may be bound, or (iii) conflict with or violate any permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to iPrint BSQUARE or Sub or any of its or their properties or assets, except in the case of (ii) and (iii) for any such conflicts, violations, defaults, terminations, cancellations or accelerations which would not be reasonably likely to have a Material Adverse Effect on iPrintBSQUARE and its Subsidiaries, taken as a whole. (c) No Neither the execution and delivery of this Agreement by BSQUARE or Sub or the Transaction Documents to which BSQUARE or Sub is or will become a party nor the consummation of the transactions contemplated herein or therein will require any consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by iPrint in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated herebyEntity, except for (i) the filing of the Agreement Washington Articles of Merger together with the required officers' certificates as provided in Section 1.2, with the Secretary of State of the State of California, Washington (ii) the filing of a report on Form 8-K the Delaware Certificate of Merger with the SECSecretary of State of the State of Delaware, (iii) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities laws, including the filing of the Joint Proxy Statement with the SEC pursuant to the Exchange Act laws and the Securities Act laws of 1933any foreign country, as amended (the "Securities Act"), and the -------------- declaration of the effectiveness of the Registration Statement by the SEC and, to the extent required, filings with various blue sky authorities and (iv) such other consents, authorizations, filings, approvals and registrations which, if not obtained or made, would not prevent or materially alter or delay any of the transactions contemplated by this Agreement or could be reasonably likely expected to have a Material Adverse Effect on iPrintBSQUARE and its Subsidiaries, taken as a whole.

Authority; No Conflict; Required Filings and Consents. (a) iPrint and Sub have Xxxxxx has all requisite corporate power and authority to execute and deliver enter into this Agreement and all other documents to which they are or will be parties (the "iPrint Transaction Documents") and to consummate the ---------------------------- transactions contemplated hereby by this Agreement, subject only to the approval of this Agreement (the “Xxxxxx Voting Proposal”) by Xxxxxx’x shareholders under the Companies Act (the “Xxxxxx Shareholder Approval”). Without limiting the generality of the foregoing, the Xxxxxx Board, at a meeting duly called and therebyheld, by the unanimous vote of all directors, approved resolutions that (i) determined that the transactions contemplated by this Agreement are advisable and fair to, and in the best interests of, Xxxxxx and its shareholders, (ii) approved this Agreement in accordance with the provisions of the Companies Act, (iii) directed that the Xxxxxx Voting Proposal be submitted to the shareholders of Xxxxxx for their approval and (iv) recommended that the shareholders of Xxxxxx vote in favor of the approval of the Xxxxxx Voting Proposal. No Takeover Laws of the Islands of Bermuda apply or purport to apply to Xxxxxx with respect to the transactions contemplated by this Agreement. The execution and delivery of this Agreement and the other iPrint Transaction Documents to which iPrint or Sub is or will be a party and the consummation of the transactions contemplated hereby and thereby by this Agreement by Xxxxxx have been duly and validly approved and authorized by the board of directors of iPrint and Sub and, subject to obtaining the iPrint Stockholder Approval, as defined in Section 6.16, no other actions or proceedings all necessary corporate action on the part of Xxxxxx, subject only to the iPrint or Sub are necessary to authorize this Agreement and required receipt of the other iPrint Transaction Documents and the transactions contemplated hereby and therebyXxxxxx Shareholder Approval. This Agreement has been, and the other iPrint Transaction Documents to which iPrint and/or Sub are parties have been or will be when they are executed by iPrint and/or Sub, as applicable, duly executed and delivered by iPrint and/or Sub Xxxxxx and constitute, or will constitute when they are executed by iPrint and/or Sub, as applicable, constitutes the valid and binding obligations obligation of iPrint and/or SubXxxxxx, enforceable against iPrint and/or Sub, as the case may be, in accordance with their respective its terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, moratorium or other similar laws affecting creditors' rights generally subject to the Bankruptcy and (ii) general principles of equityEquity Exception. (b) The execution and delivery by iPrint and Sub of this Agreement and the other iPrint Transaction Documents to which they are or will be parties by Xxxxxx do not, and the consummation by Xxxxxx of the transactions contemplated hereby by this Agreement and thereby will the performance by Xxxxxx of its obligations hereunder shall not, (i) conflict with, or result in any violation or breach of of, any provision of the Certificate Memorandum of Incorporation Association and Bye-laws of Xxxxxx or Bylaws of iPrint the charter, bylaws or Subother organizational document of any other Subsidiary of Xxxxxx, (ii) conflict with, or result in any violation or breach of, or constitute (with or without notice or lapse of time, or both) a default under, (or give rise to a right of termination, cancellation or acceleration of any material obligation or loss of any material benefit benefit) under, or require a consent or waiver under, constitute a change in control under, require the payment of a penalty under or result in the imposition of any noteLien on Xxxxxx’x or any of its Subsidiaries’ assets under any of the terms, mortgage, indenture, lease, contract conditions or other agreement, instrument or obligation provisions of any agreement to which iPrint Xxxxxx or Sub any of its Subsidiaries is a party or by which either any of them or any of their properties or assets may be bound, or (iii) subject to obtaining the Xxxxxx Shareholder Approval and compliance with the requirements specified in clauses (i) through (vi) of Section 4.4(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, law, ordinance, rule or regulation applicable to iPrint Xxxxxx or Sub any of its Subsidiaries or any of its or their properties or assets, except in the case of clauses (ii) and (iii) of this Section 4.4(b) for any such conflicts, violations, breaches, defaults, terminations, cancellations cancellations, accelerations or accelerations which would losses that have not be had, and are not reasonably likely to have a have, individually or in the aggregate, an Xxxxxx Material Adverse Effect on iPrintEffect. (c) No consent, approval, license, permit, order or authorization of, or registration, declaration declaration, notice or filing with, any Governmental Entity or any stock market or stock exchange on which shares of Xxxxxx Common Stock are listed for trading is required by iPrint or with respect to Xxxxxx or any of its Subsidiaries in connection with the execution and delivery of this Agreement or the consummation by Xxxxxx of the transactions contemplated herebyby this Agreement, except for (i) the filing of pre-merger notification requirements under the Agreement of Merger together with the required officers' certificates as provided in Section 1.2, with the Secretary of State of the State of CaliforniaHSR Act, (ii) the filing of a report on Form 8-K the Amalgamation Certificate with the SECRegistrar of Companies of Bermuda and appropriate corresponding documents with the appropriate authorities of other jurisdictions in which Xxxxxx is qualified as a foreign corporation to transact business, (iii) the filing of the Joint Proxy Statement/Prospectus with the SEC in accordance with the Exchange Act, (iv) the filing of such reports, schedules or materials under Section 13 of or Rule 14a-12 under the Exchange Act and materials under Rule 165 and Rule 425 under the Securities Act as may be required in connection with this Agreement and the transactions contemplated hereby, (v) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities laws, including the filing of the Joint Proxy Statement with the SEC pursuant to the Exchange Act laws and the Securities Act laws of 1933, as amended (the "Securities Act"), and the -------------- declaration of the effectiveness of the Registration Statement by the SEC and, to the extent required, filings with various blue sky authorities any foreign country and (ivvi) such other consents, authorizations, orders, filings, approvals and registrations which, if not obtained or made, have not had, and would not prevent be reasonably likely to have, individually or materially alter in the aggregate, an Xxxxxx Material Adverse Effect. (d) The affirmative vote for approval of the Xxxxxx Voting Proposal by the holders of a majority of the shares of Xxxxxx Common Stock on the record date for the meeting of Xxxxxx’x shareholders to consider the Xxxxxx Voting Proposal (the “Xxxxxx Meeting”) is the only vote of the holders of any class or delay any series of Xxxxxx’x capital stock or other securities necessary to approve this Agreement and for the consummation by Xxxxxx of the transactions contemplated by this Agreement Agreement. No bonds, debentures, notes or be reasonably likely other indebtedness of Xxxxxx having the right to have a Material Adverse Effect vote (or convertible into, or exchangeable or exercisable for, securities having the right to vote) on iPrintany matters on which shareholders of Xxxxxx or any of its Subsidiaries may vote are issued or outstanding or subject to issuance.

Authority; No Conflict; Required Filings and Consents. (a) iPrint and Sub have Each Buyer has all requisite corporate power and authority to execute and deliver enter into this Agreement and all the other documents to which they are or will be parties (the "iPrint Transaction Documents") agreements contemplated herby and to consummate the ---------------------------- transactions contemplated hereby by this Agreement and therebythe other agreements contemplated hereby. The execution and delivery of this Agreement and the other iPrint Transaction Documents to which iPrint or Sub is or will be a party agreements contemplated hereby and the consummation by each Buyer of the transactions to which it is a party that are contemplated hereby and thereby have been duly and validly approved and authorized by the board of directors of iPrint and Sub and, subject to obtaining the iPrint Stockholder Approval, as defined in Section 6.16, no other actions or proceedings on the part of the iPrint or Sub are necessary to authorize this Agreement and the other iPrint Transaction Documents and the transactions agreements contemplated hereby by such Buyer have been duly authorized by all necessary action on the part of such Buyer and therebyno other proceedings or actions on the part of such Buyer are necessary to authorize such execution, delivery and performance. This Each of this Agreement has been, and the other iPrint Transaction Documents to which iPrint and/or Sub are parties agreements contemplated hereby have been been, or will be when they are executed by iPrint and/or Subat Closing, as applicable, duly executed and delivered by iPrint and/or Sub each Buyer and, assuming this Agreement and the other agreements contemplated hereby constitute, or will constitute when they are executed by iPrint and/or Subat Closing, as applicable, the valid and binding obligations obligation of iPrint and/or SubSellers and Hxxxxx’x, constitute, or will constitute prior to Closing, as applicable, the valid and binding obligation of Such Buyer, enforceable against iPrint and/or Sub, as the case may be, each Buyer in accordance with their respective terms, except subject, as such enforceability may be limited by to enforcement, to (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereinafter in effect affecting creditors' ’ rights generally and (ii) general principles of equity. (b) The execution and delivery of this Agreement by iPrint each Buyer and Sub the other agreements contemplated hereby by such Buyer does not, and the consummation by each Buyer of the transactions to which it is a party that are contemplated by this Agreement and the other iPrint Transaction Documents to which they are or will be parties do not, and the consummation of the transactions agreements contemplated hereby and thereby will not, (i) conflict with, or result in any violation or breach of of, any provision of the Certificate organizational documents of Incorporation or Bylaws of iPrint or Subsuch Buyer, (ii) result in any violation or breach of, or constitute (with or without notice or lapse of time, or both) a default under, (or give rise to a right of termination, cancellation or acceleration of any material obligation or loss of any material benefit benefit) under, or require a consent or waiver under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, contract or other agreement, instrument Contract or obligation to which iPrint or Sub such Buyer is a party or by which either of them it or any of their its properties or assets may be bound, or (iii) subject to the governmental filings and other matters referred to in Section 6.2(c) hereof, contravene, conflict with or violate result in a violation of any of the terms or requirements of, or give any Governmental Entity or any other Person the right to revoke, withdraw, suspend, cancel, terminate, or modify any permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation Law applicable to iPrint or Sub such Buyer or any of its or their properties or assets, except in the case of clause (ii) and (iii) for any such breaches, conflicts, violations, defaults, terminations, cancellations cancellations, accelerations, losses or accelerations failures to obtain any such consent or waiver which would not be are not, individually or in the aggregate, reasonably likely to have a Buyer Material Adverse Effect on iPrintEffect. (c) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by iPrint or with respect to any Buyer in connection with the execution and delivery of this Agreement by each Buyer or the consummation by each Buyer of the transactions contemplated hereby, except for (i) the filing of the Agreement of Merger together with pre-merger notification report under the required officers' certificates as provided in Section 1.2, with the Secretary of State of the State of CaliforniaHSR Act, (ii) the any approvals or filing of a report on Form 8-K with notices required under the SECGaming Laws, (iii) such consents, approvals, orders, authorizations, registrationspermits, filings, declarations and filings as may be required under applicable federal and state securities lawsor registrations related to, including or arising out of, compliance with statutes, rules or regulations regulating the filing consumption, sale or serving of alcoholic beverages or the renaming or rebranding of the Joint Proxy Statement with operations at the SEC pursuant to the Exchange Act and the Securities Act of 1933Property, as amended (the "Securities Act"), and the -------------- declaration of the effectiveness of the Registration Statement by the SEC and, to the extent required, filings with various blue sky authorities and (iv) such other material filings, consents, approvals, orders, authorizations, filingspermits, approvals registrations and registrations which, if not obtained declarations as may be required under the Laws of any jurisdiction in which Seller conducts any business or made, would not prevent or materially alter or delay owns any of the transactions contemplated by this Agreement or be reasonably likely to have a Material Adverse Effect on iPrintassets.

Authority; No Conflict; Required Filings and Consents. (a) iPrint Pioneer and Sub have all requisite corporate power and authority to execute and deliver this Agreement and all the other transaction documents to which they are or will be parties (the "iPrint Transaction Documents") and to consummate the ---------------------------- transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the other iPrint Transaction Documents transaction documents to which iPrint Pioneer or Sub is or will be a party and the consummation of the transactions contemplated hereby and thereby have been duly and validly approved and authorized by the board of directors of iPrint and Sub and, subject to obtaining the iPrint Stockholder Approval, as defined in Section 6.16, no other actions or proceedings all necessary corporate action on the part of the iPrint or Sub are necessary to authorize this Pioneer and Sub, respectively. This Agreement and the other iPrint Transaction Documents and the transactions contemplated hereby and thereby. This Agreement has been, and the other iPrint Transaction Documents transaction documents to which iPrint Pioneer and/or Sub are or will be parties have been or will be when they are executed by iPrint and/or Sub, as applicable, duly executed and delivered by iPrint Pioneer and/or Sub and, assuming their due execution and constitutedelivery by the other parties thereto, constitute or will constitute when they are executed by iPrint and/or Sub, as applicable, the valid and binding obligations of iPrint Pioneer and/or Sub, enforceable against iPrint Pioneer and/or Sub, as the case may be, in accordance with their respective terms, except as that such enforceability may be limited by (i) bankruptcy, insolvency, moratorium or other similar laws affecting or relating to creditors' ’ rights generally generally, and (ii) is subject to general principles of equity. (b) The execution and delivery by iPrint Pioneer and Sub of this Agreement and the other iPrint Transaction Documents transaction documents to which they are or will be parties do not, and the consummation of the transactions contemplated hereby and thereby will not, (i) contravene, conflict with, or result in any violation or breach of any provision of the Certificate of Incorporation or Bylaws of iPrint Pioneer or Sub, or (ii) result in any violation or breach of, or constitute (with or without notice or lapse of time, or both) a default under, or give rise to a right of termination, cancellation or acceleration of any material obligation or loss of any material benefit under, any note, mortgage, indenture, lease, contract or other agreement, instrument or obligation to which iPrint or Sub is a party or by which either of them or any of their properties or assets may be bound, or (iii) conflict with or violate any permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to iPrint Pioneer or Sub or any of its or their properties or assets, except in the case of (ii) and (iii) for any such conflicts, violations, defaults, terminations, cancellations or accelerations which would not be reasonably likely to have a Material Adverse Effect material adverse effect on iPrinttheir ability to perform their obligations hereunder. (c) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by iPrint or with respect to Pioneer or any of its subsidiaries in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except for (i) the filing of the Agreement Certificate of Merger together with the required officers' certificates Merger, as provided in Section 1.2, with the Secretary of State of the State of California1.1, (ii) the filing of a report on Form 8-K with the SEC, (iii) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities laws, including the filing of the Joint Proxy Statement with the SEC pursuant to the Exchange HSR Act and the Securities Act termination or expiration of 1933, as amended (any waiting period applicable to the "Securities Merger under the HSR Act"), and the -------------- declaration of the effectiveness of the Registration Statement by the SEC and, to the extent required, filings with various blue sky authorities and (iviii) such other consents, authorizations, filings, approvals and registrations whichthat, if not obtained or made, would could not prevent reasonably be expected to prevent, or materially alter or delay delay, any of the transactions contemplated by this Agreement or be reasonably likely to have a Material Adverse Effect on iPrintAgreement.

Authority; No Conflict; Required Filings and Consents. (a) iPrint Seller and Sub have each Selling Subsidiary has all requisite corporate power and authority to execute and deliver enter into this Agreement and all the other documents Transaction Documents to which they are it is or will be parties (the "iPrint Transaction Documents") become a party, and to perform its obligations under, and to consummate the ---------------------------- transactions contemplated hereby by, this Agreement and therebysuch other Transaction Documents. The execution and delivery of this Agreement by Seller and the other iPrint Transaction Documents to which iPrint or Sub is or will be a party Selling Subsidiaries of, and the performance of its obligations under, and the consummation of the transactions contemplated hereby by, this Agreement and thereby such other Transaction Documents have been or, to the extent not executed as of the date hereof, will be duly and validly approved and authorized by the board of directors of iPrint and Sub and, subject to obtaining the iPrint Stockholder Approval, as defined in Section 6.16, no other actions or proceedings all necessary action on the part of the iPrint or Sub are necessary to authorize this Agreement and the other iPrint Transaction Documents and the transactions contemplated hereby and therebyeach of them. This Agreement has beenbeen and such other Transaction Documents have been or, when executed and delivered by Seller and the other iPrint Transaction Documents to which iPrint and/or Sub are parties have been or Selling Subsidiaries, will be when they are executed by iPrint and/or Sub, as applicable, duly executed and delivered by iPrint and/or Sub each of them that is a party. This Agreement and each of the other Transaction Documents to which Seller is a party constitutes, and each of the other Transaction Documents to which Seller or a Selling Subsidiary will become a party when executed and delivered by it will constitute, or will constitute when they are executed by iPrint and/or Sub, as applicable, the its valid and binding obligations of iPrint and/or Subobligation, enforceable by the Purchaser and the Purchaser Sub against iPrint and/or Sub, as the case may be, it in accordance with their respective terms, except as such to the extent that enforceability may be limited by (i) bankruptcy, insolvency, moratorium or other similar laws affecting creditors' rights generally applicable Bankruptcy and (ii) general principles of equityEquity Exceptions. (b) No corporate approval of the Seller and the Selling Subsidiaries (other than approvals that have been obtained or will be obtained at the Closing) is required by Law, the articles of incorporation or bylaws of the Seller or any Selling Subsidiary or the applicable rules of any stock exchange in order for the Seller and the Selling Subsidiaries to consummate the Closing. (c) The execution and delivery by iPrint Seller and Sub the Selling Subsidiaries of this Agreement and the other iPrint Transaction Documents to which they are it is or will be parties become a party do not, and the performance of its obligations under, and the consummation of the other transactions contemplated hereby by, this Agreement and thereby such other Transaction Documents to which it is or will become a party does not and will not, (i) conflict with, or result in any violation or breach of any provision of the Certificate governing documents of Incorporation Seller or Bylaws of iPrint any Selling Subsidiary, or Sub, (ii) result in violate any violation or breach of, or constitute (with or without notice or lapse of time, or both) a default under, or give rise Law applicable to a right of termination, cancellation or acceleration of any material obligation or loss of any material benefit under, any note, mortgage, indenture, lease, contract or other agreement, instrument or obligation to which iPrint or Sub is a party or by which either of them or any of their properties or assets may be bound, or (iii) conflict with or violate any permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to iPrint or Sub or any of its or their properties or assets, except in the case of (ii) and (iii) for any such conflicts, violations, defaults, terminations, cancellations or accelerations which would not be reasonably likely to have a Material Adverse Effect on iPrintthem. (c) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by iPrint in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except for (i) the filing of the Agreement of Merger together with the required officers' certificates as provided in Section 1.2, with the Secretary of State of the State of California, (ii) the filing of a report on Form 8-K with the SEC, (iii) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities laws, including the filing of the Joint Proxy Statement with the SEC pursuant to the Exchange Act and the Securities Act of 1933, as amended (the "Securities Act"), and the -------------- declaration of the effectiveness of the Registration Statement by the SEC and, to the extent required, filings with various blue sky authorities and (iv) such other consents, authorizations, filings, approvals and registrations which, if not obtained or made, would not prevent or materially alter or delay any of the transactions contemplated by this Agreement or be reasonably likely to have a Material Adverse Effect on iPrint.

Authority; No Conflict; Required Filings and Consents. (a) iPrint Each of Parent and Merger Sub have has all requisite corporate power and authority to execute and deliver enter into this Agreement and all the other documents Transaction Documents to which they are it is or will be parties (the "iPrint Transaction Documents") become a party, and to perform its obligations under, and to consummate the ---------------------------- Merger and the other transactions contemplated by, this Agreement and such other Transaction Documents. The execution and delivery by Parent and/or Merger Sub of, the performance of its obligations under, and the consummation of the Merger and the other transactions contemplated by, this Agreement and such other Transaction Documents have been or, to the extent not executed as of the date hereof, will be duly authorized by all necessary action on the part of Parent and Merger Sub. This Agreement has been and such other Transaction Documents have been or, when executed and delivered by Parent and/or Merger Sub, will be duly executed and delivered by Parent and/or Merger Sub. This Agreement and each of the other Transaction Documents to which Parent and/or Merger Sub is a party constitutes, and each of the other Transaction Documents to which Parent and/or Merger Sub will become a party when executed and delivered by Parent and/or Merger Sub will constitute, a valid and binding obligation of Parent and/or Merger Sub, enforceable by the Company against Parent and/or Merger Sub in accordance with their respective terms, except to the extent that enforceability may be limited by applicable Bankruptcy and Equity Exceptions. (b) The board of directors of each of Parent and Merger Sub has (i) determined that the Merger is fair to, and in the best interests of, Parent, Merger Sub and the holders of Parent Common Shares and (ii) adopted and approved this Agreement, the Merger and the other transactions contemplated hereby (collectively, the “Parent Board Approval”), and thereby. The no other corporate actions on the part of Parent or Merger Sub are necessary in connection with the authorization, execution and delivery of this Agreement and the other iPrint Transaction Documents to which iPrint or by Parent and Merger Sub is or will be a party and the consummation performance by Parent and Merger Sub of the transactions contemplated hereby and thereby have been duly and validly approved and authorized by the board of directors of iPrint and Sub and, subject to obtaining the iPrint Stockholder Approval, as defined in Section 6.16, no other actions or proceedings on the part of the iPrint or Sub are necessary to authorize this Agreement Merger and the other iPrint Transaction Documents and the transactions contemplated hereby and therebyhereby. This Agreement Parent has beendelivered to the Company a certified copy of the Parent Board Approval which as of the date hereof has not been revoked, and the other iPrint Transaction Documents to which iPrint and/or Sub are parties have been rescinded or will be when they are executed by iPrint and/or Sub, as applicable, duly executed and delivered by iPrint and/or Sub and constitute, or will constitute when they are executed by iPrint and/or Sub, as applicable, the valid and binding obligations of iPrint and/or Sub, enforceable against iPrint and/or Sub, as the case may be, in accordance with their respective terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, moratorium or other similar laws affecting creditors' rights generally and (ii) general principles of equityamended. (bc) The execution and delivery by iPrint Parent and Merger Sub of this Agreement and the other iPrint Transaction Documents to which they are it is or will be parties become a party do not, and the performance of its obligations under, and the consummation of the Merger and the other transactions contemplated hereby by, this Agreement and thereby such other Transaction Documents to which it is or will become a party will not, (i) conflict with, or result in any violation or breach of any provision of the Certificate governing documents of Incorporation Parent or Bylaws of iPrint or Merger Sub, (ii) violate any Law applicable to Parent or Merger Sub, (iii) except as set forth on Section 5.2(c) of the Parent Disclosure Letter, conflict with, result in any violation a breach of or breach of, or constitute (with or without notice or lapse of time, or both) a default under, or give rise to a right of terminationtermination of or accelerate the performance required by, cancellation or acceleration constitute an event that, after notice or lapse of time or both, would conflict with, result in a breach of or default under, give rise to a right of termination of or accelerate the performance required by, the terms of any material obligation Order involving or loss of binding upon Parent or Merger Sub, or any material benefit under, any note, mortgage, indenture, lease, contract or other agreement, instrument or obligation Contract to which iPrint or Sub Parent is a party or by which either of them or any of their properties or assets may be bound, or (iii) conflict with or violate any permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to iPrint or Sub or any of its or their properties or assetsassets are bound, except in the case of (iiiv) and (iii) for require any such conflicts, violations, defaults, terminations, cancellations or accelerations which would not be reasonably likely to have a Material Adverse Effect on iPrint. (c) No consent, approval, order or authorization of, or registration, declaration declaration, notice or filing with, any Governmental Entity is required by iPrint in connection with or any third party on the execution and delivery part of this Agreement Parent or the consummation of the transactions contemplated herebyMerger Sub, except for other than (i) the filing of the Agreement of Merger together with the required officers' certificates as provided in Section 1.2, with the Secretary of State of the State of California, (ii) the filing of a report on Form 8-K with the SEC, (iiix) such consents, approvals, orders, authorizations, registrations, declarations declarations, notices and filings as may be required under applicable federal and state securities lawsLaws, including (y) such filings as may be required under the filing of the Joint Proxy Statement with the SEC pursuant to the Exchange HSR Act and the Securities Act of 1933, as amended or (the "Securities Act"), and the -------------- declaration of the effectiveness of the Registration Statement by the SEC and, to the extent required, filings with various blue sky authorities and (ivz) such other consents, authorizations, filings, approvals and registrations which, if not obtained or made, would not prevent or materially alter or delay any which are listed on Section 4.3(d) of the transactions contemplated by this Agreement Company Disclosure Letter, or be reasonably likely to have a Material Adverse Effect (v) except as set forth on iPrintSection 5.2(c) of the Parent Disclosure Letter, result in the creation or imposition of any Lien, with or without notice or lapse of time or both, on any assets of Parent or Merger Sub.

Authority; No Conflict; Required Filings and Consents. (a) iPrint Buyer and Merger Sub have all requisite corporate power and authority to execute and deliver enter into this Agreement and all other documents to which they are or will be parties (the "iPrint Transaction Documents") and to consummate the ---------------------------- transactions contemplated hereby and therebyby this Agreement. The execution and delivery of this Agreement and the other iPrint Transaction Documents to which iPrint or Sub is or will be a party and the consummation of the transactions contemplated hereby by Buyer and thereby Merger Sub have been duly and validly approved and authorized by the board of directors of iPrint and Sub and, subject to obtaining the iPrint Stockholder Approval, as defined in Section 6.16, no other actions or proceedings all necessary corporate action on the part of Buyer and Merger Sub, subject only to the iPrint or Sub are necessary to authorize this Agreement Buyer Stockholder Approval specified in Section 4.20 hereof and the other iPrint Transaction Documents review by Buyer's Compliance Committee, as required by Buyer's internal reporting system, of this Agreement, the transactions identified herein, and the transactions contemplated hereby and therebypersons designated by Players to serve on Buyer's Board of Directors, such review to be completed no later than 60 days after the date of this Agreement. This Agreement has been, and the other iPrint Transaction Documents to which iPrint and/or Sub are parties have been or will be when they are executed by iPrint and/or Sub, as applicable, duly executed and delivered by iPrint and/or Buyer and Merger Sub and constitute, or will constitute when they are executed by iPrint and/or Sub, as applicable, constitutes the valid and binding obligations obligation of iPrint and/or Buyer and Merger Sub, enforceable against iPrint and/or Sub, as the case may be, each of them in accordance with their respective its terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, moratorium or other similar laws affecting creditors' rights generally and (ii) general principles of equity. (b) The Other than as disclosed in Section 4.3(b) of the Buyer Disclosure Schedule, the execution and delivery by iPrint and Sub of this Agreement by Buyer and the other iPrint Transaction Documents to which they are or will be parties do Merger Sub does not, and the consummation of the transactions contemplated hereby and thereby will not, (i) conflict with, or result in any violation or breach of of, any provision of the Certificate of Incorporation or Bylaws of iPrint Buyer or Subthe comparable charter or organizational documents of any of its Subsidiaries, (ii) result in any violation or breach of, or constitute (with or without notice or lapse of time, or both) a default under, (or give rise to a right of termination, cancellation or acceleration of any material obligation or loss of any material benefit benefit) under, or require a consent or waiver under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, contract or other agreement, instrument or obligation to which iPrint Buyer or Sub any of its Subsidiaries is a party or by which either any of them or any of their properties or assets may be bound, or (iii) subject to the governmental filings and other matters referred to in Section 4.3(c), conflict with or violate any permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to iPrint Buyer or Sub any of its Subsidiaries or any of its or their properties or assets, except in the case of clauses (ii) and (iii) for any such conflicts, violations, defaults, terminations, cancellations or accelerations which would not be (x) are not, individually or in the aggregate, reasonably likely to have a Buyer Material Adverse Effect on iPrintor (y) would not impair or materially delay the consummation of the Merger. (c) No Except as disclosed in Section 4.3(c) of the Buyer Disclosure Schedule, no consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by iPrint or with respect to Buyer or any of its Subsidiaries in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except for other than (i) the filing of the Agreement pre-merger notification report under the XXX Xxx, (xx) the filing of the Articles of Merger together with respect to the required officers' certificates as provided in Section 1.2, Merger with the Secretary of State of the State of CaliforniaNevada, (iiiii) the filing of a report on Form 8-K any Joint Proxy Statement/Prospectus (as such term is defined in Section 5.4(a) (below) with the SECSEC in accordance with the Exchange Act, (iiiiv) any approvals and filing of notices required under any applicable gaming industry regulation, (v) such consents, approvals, orders, authorizations, registrationspermits, declarations filings or registrations related to, or arising out of, compliance with statutes, rules or regulations regulating the consumption, sale or serving of alcoholic beverages, (vi) such immaterial filings and filings consents as may be required under applicable federal and state securities lawsany environmental, including the filing of the Joint Proxy Statement with the SEC pursuant health or safety law or regulation pertaining to the Exchange Act and the Securities Act of 1933any notification, as amended (the "Securities Act"), and the -------------- declaration of the effectiveness of the Registration Statement disclosure or required approval triggered by the SEC and, to the extent required, filings with various blue sky authorities and (iv) such other consents, authorizations, filings, approvals and registrations which, if not obtained Merger or made, would not prevent or materially alter or delay any of the transactions contemplated by this Agreement Agreement, and (vii) such other filings, consents, approvals, orders, registrations and declarations as may be required under the laws of any jurisdiction in which Buyer or be reasonably likely any of its Subsidiaries conducts any business or owns any assets the failure of which to obtain would not have a Buyer Material Adverse Effect on iPrintEffect.

Authority; No Conflict; Required Filings and Consents. (a) iPrint The Company and Sub the Subsidiaries have all requisite corporate power and authority (corporate and other) to execute and deliver this Agreement and all the other documents agreements contemplated hereby to which they are or will be parties (the "iPrint Transaction Documents") it is a party and to consummate the ---------------------------- transactions contemplated hereby perform their respective obligations hereunder and therebythereunder. The execution and delivery by the Company of this Agreement and the other iPrint Transaction Documents agreements contemplated hereby to which iPrint or Sub it is or will be a party and, subject to obtaining the Company Stockholder Approval, which is the only approval required from the Company Stockholders, the performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby and thereby have been duly and validly approved and authorized by the board of directors of iPrint all necessary corporate and Sub and, subject to obtaining the iPrint Stockholder Approval, as defined in Section 6.16, no other actions or proceedings action on the part of the iPrint or Sub are necessary to authorize Company. Without limiting the generality of the foregoing, the Board of Directors of the Company, at a meeting duly called and held, by the unanimous vote of all directors (i) determined that the Merger is advisable, fair and in the best interests of the Company and its stockholders, (ii) approved this Agreement in accordance with the provisions of the DGCL, and (iii) directed that this Agreement and the other iPrint Transaction Documents Merger be submitted to the stockholders of the Company for their adoption and approval and resolved to recommend that the stockholders of the Company vote in favor of the adoption of this Agreement and the transactions contemplated hereby and therebyapproval of the Merger. This Agreement has been, and the all other iPrint Transaction Documents agreements contemplated hereby to which iPrint and/or Sub are parties the Company or any Subsidiary is or will be a party have been or will be when they are executed by iPrint and/or Sub, as applicable, of the Closing Date duly and validly executed and delivered by iPrint and/or Sub the Company and constitute, constitutes or will constitute when they are executed by iPrint and/or Sub, as applicable, the a valid and binding obligations obligation of iPrint and/or Subthe Company, enforceable against iPrint and/or Sub, as the case may be, it in accordance with their respective its terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting Laws now or hereafter in effect relating to creditors' ’ rights generally and (ii) subject to general principles of equity. (b) The Subject to the filing of the Certificate of Merger as required by the DGCL and to the filing requirements of the HSR Act and applicable foreign Antitrust Laws, neither the execution and delivery by iPrint and Sub the Company of this Agreement and the or any other iPrint Transaction Documents agreement contemplated hereby to which they are it is a party, nor the performance by the Company of its obligations hereunder or will be parties do notthereunder, and nor the consummation by the Company of the transactions contemplated hereby and thereby or thereby, will not, (i) conflict with, with or result in any violation or breach of violate any provision of the Certificate Organizational Documents of Incorporation the Company, each as amended or Bylaws restated to date, or the Organizational Documents of iPrint any Subsidiary or, to the Company’s Knowledge, the Company Joint Venture, each as amended or Subrestated to date, (ii) require on the part of the Company, any Subsidiary, any Company Stockholder, or to the Company’s Knowledge, the Company Joint Venture any notice to or filing with, or any permit, authorization, consent or approval of, any Governmental Entity, (iii) conflict with, result in any violation or a breach of, or constitute (with or without due notice or lapse of time, time or both) a default under, or give rise to a right of termination, cancellation or result in the acceleration of obligations under, create in any material obligation party the right to accelerate, terminate, modify or loss of cancel, or require any material benefit notice, consent or waiver under, any notecontract, mortgagelease, sublease, license, sublicense, franchise, permit, indenture, leaseagreement or mortgage for borrowed money, contract instrument of Indebtedness, Lien or other agreement, instrument or obligation arrangement to which iPrint the Company or Sub any Subsidiary or, to the Company’s Knowledge, the Company Joint Venture, is a party or by which either of them the Company or any Subsidiary or, to the Company’s Knowledge, the Company Joint Venture is bound or to which any of their properties the assets of the Company or any Subsidiary or, to the Company’s Knowledge, the Company Joint Venture are subject, (iv) result in the imposition of any Lien upon any assets may be bound, of the Company or any Subsidiary or (iiiv) conflict with or violate any permitorder, concessionwrit, franchise, license, judgment, orderinjunction, decree, statute, law, ordinance, rule or regulation applicable to iPrint the Company or Sub any Subsidiary or, to the Company’s Knowledge, the Company Joint Venture, or any of its or their respective properties or assets, except in the case of the foregoing clauses (iiiii), (iv) and (iiiv) for any such notices, consents and waivers that, if not obtained or made, and such conflicts, violationsbreaches, defaults, accelerations, terminations, cancellations modifications, cancellations, Liens and violations that, individually or accelerations which in the aggregate, have not resulted in and would not reasonably be reasonably likely expected to have a Material Adverse Effect on iPrintresult in any material Damages or the loss of any material rights or benefits. The Company is not in default under or in violation of any of its Organizational Documents. (c) No consent, approval, license, permit, order or authorization of, or registration, declaration declaration, notice or filing with, any Governmental Entity is required by iPrint or with respect to the Company or any Subsidiary or, to the Company’s Knowledge, the Company Joint Venture in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the transactions contemplated herebyby this Agreement, except for (i) the filing of pre-merger notification requirements under the Agreement of Merger together with the required officers' certificates as provided in Section 1.2, with the Secretary of State of the State of California, HSR Act and any applicable foreign Antitrust Laws and (ii) the filing of a report on Form 8-K the Certificate of Merger with the SEC, Delaware Secretary of State and appropriate corresponding documents with the appropriate authorities of other states in which the Company is qualified as a foreign corporation to transact business. (iiid) such consents, approvals, orders, authorizations, registrations, declarations and filings The Principal Stockholders have as may be required under applicable federal and state securities laws, including the filing of the Joint Proxy Statement with date hereof entered into the SEC Stockholders Agreement, pursuant to which such Principal Stockholders have agreed, subject to the Exchange Act terms thereof (i) to vote all shares of Company Stock that are beneficially owned by them in favor of the adoption of this Agreement and the Securities Act approval of 1933, as amended (the "Securities Act")Merger, and the -------------- declaration (ii) not to vote any shares of Company Stock in favor of any other acquisition (whether by way of merger, consolidation, share exchange, stock purchase or asset purchase) of all or a majority of the effectiveness outstanding capital stock or assets of the Registration Statement by the SEC and, to the extent required, filings with various blue sky authorities and (iv) such other consents, authorizations, filings, approvals and registrations which, if not obtained or made, would not prevent or materially alter or delay any of the transactions contemplated by this Agreement or be reasonably likely to have a Material Adverse Effect on iPrintCompany.

Authority; No Conflict; Required Filings and Consents. (a) iPrint Each of MitoKor and Sub have Mimotopes has all requisite corporate power and authority to execute and deliver enter into this Agreement and all the other documents Transaction Documents to which they are each is or will be parties (the "iPrint Transaction Documents") a party and to consummate the ---------------------------- transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the other iPrint Transaction Documents to which iPrint or Sub each is or will be a party and the consummation of the transactions contemplated hereby and thereby have been duly and validly approved and authorized by the board of directors of iPrint and Sub and, subject to obtaining the iPrint Stockholder Approval, as defined in Section 6.16, no other actions or proceedings all necessary corporate action on the part of the iPrint or Sub are necessary to authorize this each of MitoKor and Mimotopes. This Agreement and the other iPrint Transaction Documents and the transactions contemplated hereby and thereby. This Agreement has been, and the other iPrint Transaction Documents to which iPrint and/or Sub MitoKor and Mimotopes are parties a party have been or will be when they are executed by iPrint and/or Sub, as applicable, duly executed and delivered by iPrint and/or Sub MitoKor and constitute, Mimotopes and constitute or will constitute when they are executed by iPrint and/or Sub, as applicable, the valid and binding obligations of iPrint and/or SubMitoKor and Mimotopes, enforceable against iPrint and/or Sub, as the case may be, in accordance with their respective terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, moratorium or bankruptcy laws and other similar laws affecting creditors' rights generally and (ii) general principles of equity. (b) The execution and delivery by iPrint each of MitoKor and Sub Mimotopes of this Agreement and Agreement, the other iPrint Transaction Documents to which they are each is or will be parties a party do not, and the consummation of the transactions contemplated hereby and thereby will not, (i) conflict with, or result in any violation or breach of any provision of the Certificate charter documents of Incorporation or Bylaws of iPrint or SubMitoKor and Mimotopes, (ii) result in any violation or breach of, or constitute (with or without notice or lapse of time, or both) a default under, or give rise to a right of termination, cancellation or acceleration of any material obligation or loss of any material benefit under, any note, mortgage, indenture, lease, contract or other agreement, instrument or obligation to which iPrint MitoKor or Sub Mimotopes is a party or by which either of them it or any of their properties or assets may be bound, or (iii) conflict with or violate any permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to iPrint MitoKor or Sub Mimotopes or any of its or their properties or assets, except in the case of (ii) and (iii) for any such conflicts, violations, defaults, terminations, cancellations or accelerations which would not be reasonably likely to have a Material Adverse Effect on iPrintMitoKor or Mimotopes. (c) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by iPrint or with respect to MitoKor or Mimotopes in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except for (i) the filing of the Agreement of Merger together with the required officers' certificates as provided in Section 1.2, with the Secretary of State of the State of California, (ii) the filing of a report on Form 8-K with the SEC, (iii) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities laws, including the filing of the Joint Proxy Statement with the SEC pursuant to the Exchange Act and the Securities Act of 1933, as amended (the "Securities Act"), and the -------------- declaration of the effectiveness of the Registration Statement by the SEC and, to the extent required, filings with various blue sky authorities and (iv) such other consents, authorizations, filings, approvals and registrations whichthat, if not obtained or made, would not prevent or materially alter or delay any of the transactions contemplated by this Agreement or be reasonably likely to would not have a Material Adverse Effect on iPrintMitoKor or Mimotopes.

Authority; No Conflict; Required Filings and Consents. (a) iPrint Each of Parent and Merger Sub have has all requisite corporate power and authority to execute and deliver enter into this Agreement and all other documents to which they are or will be parties (the "iPrint Transaction Documents") and to consummate the ---------------------------- transactions contemplated hereby and therebyhereby. The execution and delivery by Parent of this Agreement and, assuming that the consents, approvals, orders, authorizations, registrations, declarations and the other iPrint Transaction Documents filings referred to which iPrint or Sub is or will be a party in Section 4.03(c) are duly obtained and made, the consummation of the transactions contemplated hereby by this Agreement by Parent and thereby Merger Sub have been duly and validly approved and authorized by the board of directors of iPrint and Sub and, subject to obtaining the iPrint Stockholder Approval, as defined in Section 6.16, no other actions or proceedings all necessary corporate action on the part of each of Parent and Merger Sub (including the iPrint or Sub are necessary to authorize adoption of this Agreement and by Parent as the other iPrint Transaction Documents and sole stockholder of Merger Sub), subject only to the transactions contemplated hereby and therebyapproval of the issuance of Parent Common Stock in the Merger (the "Parent Voting Proposal") by Parent stockholders. This Agreement has been, and the other iPrint Transaction Documents to which iPrint and/or Sub are parties have been or will be when they are executed by iPrint and/or Sub, as applicable, duly executed and delivered by iPrint and/or each of Parent and Merger Sub and, assuming the due authorization, execution, and constitutedelivery of this Agreement by Company, or will constitute when they are executed by iPrint and/or Sub, as applicable, constitutes the valid and binding obligations obligation of iPrint and/or each of Parent and Merger Sub, enforceable against iPrint and/or Sub, as the case may be, in accordance with their respective its terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, moratorium or other similar laws affecting creditors' rights generally subject to the Bankruptcy and (ii) general principles of equityEquity Exception. (b) The execution and delivery by iPrint and Sub of this Agreement by each of Parent and the other iPrint Transaction Documents to which they are or will be parties Merger Sub do not, and the consummation by Parent and Merger Sub of the transactions contemplated hereby and thereby by this Agreement will not, (i) conflict with, or result in any violation or breach of of, any provision of the Certificate of Incorporation or Bylaws of iPrint or Sub, (ii) result in any violation or breach of, or constitute (with or without notice or lapse of time, or both) a default under, or give rise to a right of termination, cancellation or acceleration of any material obligation or loss of any material benefit under, any note, mortgage, indenture, lease, contract or other agreement, instrument or obligation to which iPrint or Sub is a party or by which either of them or any of their properties or assets may be bound, or (iii) conflict with or violate any permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to iPrint or Sub or any of its or their properties or assets, except in the case of (ii) and (iii) for any such conflicts, violations, defaults, terminations, cancellations or accelerations which would not be reasonably likely to have a Material Adverse Effect on iPrint. (c) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by iPrint in connection with the execution and delivery of this Agreement Parent or the consummation of the transactions contemplated hereby, except for (i) the filing of the Agreement of Merger together with the required officers' certificates as provided in Section 1.2, with the Secretary of State of the State of California, (ii) the filing of a report on Form 8-K with the SEC, (iii) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities laws, including the filing of the Joint Proxy Statement with the SEC pursuant to the Exchange Act and the Securities Act of 1933, as amended (the "Securities Act"), and the -------------- declaration of the effectiveness of the Registration Statement by the SEC and, to the extent required, filings with various blue sky authorities and (iv) such other consents, authorizations, filings, approvals and registrations which, if not obtained or made, would not prevent or materially alter or delay any of the transactions contemplated by this Agreement or be reasonably likely to have a Material Adverse Effect on iPrint.Certificate of

Authority; No Conflict; Required Filings and Consents. (a) iPrint Each of the Buyer and Sub have has all requisite corporate power and authority to execute and deliver enter into this Agreement and all other documents (and, in the case of the Buyer, the Escrow Agreement), to which they are or will be parties perform its obligations hereunder (and, in the "iPrint Transaction Documents"case of the Buyer, thereunder) and to consummate the ---------------------------- transactions contemplated hereby and (and, in the case of the Buyer, thereby). The execution and delivery by each of the Buyer and Sub of this Agreement (and, in the case of the Buyer, the Escrow Agreement), the performance by each of the Buyer and Sub of its obligations hereunder (and, in the other iPrint Transaction Documents to which iPrint or Sub is or will be a party case of the Buyer, thereunder) and the consummation by each of the Buyer and Sub of the transactions contemplated hereby and thereby (and, in the case of the Buyer, thereby) have been duly and validly approved and authorized by the board of directors of iPrint the Buyer and Sub andby the Buyer as the sole member of Sub, subject to obtaining the iPrint Stockholder Approval, as defined in Section 6.16, and no other actions corporate (or proceedings analogous entity) action on the part of the iPrint or Buyer and Sub are necessary to authorize this Agreement and or for the other iPrint Transaction Documents and Buyer or Sub to consummate the transactions contemplated hereby and therebyhereby. This Agreement has been, and the other iPrint Transaction Documents to which iPrint and/or Sub are parties have been or will be when they are executed by iPrint and/or Sub, as applicable, duly executed and delivered by iPrint and/or the Buyer and Sub and constitutes (and, the Escrow Agreement when executed and delivered by the Buyer, will constitute, or will constitute when they are executed by iPrint and/or Sub, as applicable, ) the valid and binding obligations obligation of iPrint and/or the Buyer and Sub (in the case of Sub, solely with respect to this Agreement), enforceable against iPrint and/or Sub, as the case may be, in accordance with their respective its terms, except as such enforceability may be limited by (i) subject to any applicable bankruptcy, insolvency, moratorium reorganization or other similar laws affecting now or hereafter in effect relating to creditors' rights generally and (ii) or to general principles of equity. (b) The Subject to compliance with the requirements set forth in Section 5.3(c), neither the execution and delivery of this Agreement by the Buyer and Sub (and, in the case of the Buyer, the execution and delivery by iPrint the Buyer of the Escrow Agreement), nor the performance by each of the Buyer and Sub of this Agreement and its obligations hereunder (and, in the other iPrint Transaction Documents to which they are or will be parties do notcase of the Buyer, and thereunder), nor the consummation by each of the Buyer and Sub of the transactions contemplated hereby (and thereby will notin the case of the Buyer, thereby) will, (i) conflict with, or result in any violation or breach of any provision of the Amended and Restated Certificate of Incorporation of the Buyer, the certificate of formation of Sub, the by-laws of the Buyer or Bylaws the limited liability company operating agreement of iPrint or Sub, (ii) conflict with, or result in any breach or violation or breach of, or constitute (with or without notice or lapse of time, or both) a default under, or give rise to a payment obligation, termination or right of termination, cancellation or right of cancellation, acceleration or right of acceleration, of any material obligation or loss of any material benefit underunder the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, contract or other agreement, instrument or obligation Contract to which iPrint the Buyer or Sub any of its Subsidiaries is a party or by which either of them the Buyer or any of its Subsidiaries or any of its or their properties or assets may be bound, bound or (iii) conflict with or violate any permitPermit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule Order or regulation Law applicable to iPrint the Buyer or Sub any of its Subsidiaries or any of its or their properties or assets, except except, in the case of (ii) and (iii) for any such conflicts, violations, breaches, defaults, terminations, cancellations or accelerations which would not not, either individually or in the aggregate, have or be reasonably likely to have a Buyer Material Adverse Effect on iPrintEffect. (c) No consent, approval, order or authorization of, or registration, declaration or filing with, Consent of any Governmental Entity or any third party, including any party to any Contract with the Buyer, is required by iPrint or with respect to the Buyer or Sub in connection with the execution and delivery by the Buyer or Sub of this Agreement (or in the case of the Buyer the Escrow Agreement), the performance by the Buyer or Sub of their obligations hereunder (or in the case of the Buyer the consummation by the Buyer or Sub of the transactions contemplated herebyhereby or thereby), except for (i) the filing of the Agreement of Merger together with the required officers' certificates as provided in Section 1.2, with the Secretary of State of the State of California, (ii) the filing of a report on Form 8-K with the SEC, (iii) such consents, approvals, ordersOrders, authorizations, registrations, declarations and filings as may be required under applicable federal and or state securities lawsLaws, including (ii) the filing of the Joint Proxy Statement with ERI Merger Certificate, (iii) the SEC pursuant to the Exchange Act and the Securities Act of 1933, as amended (the "Securities Act"), and the -------------- declaration filing of the effectiveness Articles of the Registration Statement by the SEC and, to the extent required, filings with various blue sky authorities Merger and Certificate of Merger and (iv) such other consentsConsents and Orders, authorizations, filings, approvals and registrations which, if not obtained or made, would not prevent not, individually or materially alter or delay any of in the transactions contemplated by this Agreement aggregate, have or be reasonably likely to have have, a Buyer Material Adverse Effect on iPrintEffect.

Authority; No Conflict; Required Filings and Consents. (a) iPrint Each of Loudeye and Sub have has all requisite corporate power and authority to execute and deliver enter into this Agreement and all other documents Transaction Documents to which they are it is or will be parties (the "iPrint Transaction Documents") become a party and to consummate the ---------------------------- transactions contemplated hereby by this Agreement and therebysuch Transaction Documents. The execution and delivery of this Agreement and the other iPrint such Transaction Documents to which iPrint or Sub is or will be a party and the consummation of the transactions contemplated hereby by this Agreement and thereby such Transaction Documents have been duly and validly approved and authorized by the board of directors of iPrint and Sub and, subject to obtaining the iPrint Stockholder Approval, as defined in Section 6.16, no other actions or proceedings all necessary corporate action on the part of the iPrint or Sub are necessary to authorize this Agreement Loudeye and the other iPrint Transaction Documents and the transactions contemplated hereby and therebySub. This Agreement has been, been and the other iPrint Transaction Documents to which iPrint and/or Loudeye or Sub are parties is or will become a party have been or or, to the extent not executed as of the date hereof, will be when they are executed by iPrint and/or Sub, as applicable, duly executed and delivered by iPrint and/or Loudeye and Sub. This Agreement and each of the Transaction Documents to which Loudeye or Sub is a party constitutes, and each of the Transaction Documents to which Loudeye or Sub will become a party when executed and delivered by Loudeye or Sub will constitute, or will constitute when they are executed by iPrint and/or Sub, as applicable, the a valid and binding obligations obligation of iPrint and/or Loudeye or Sub, enforceable against iPrint and/or Loudeye or Sub, as the case may be, in accordance with their its respective terms, except as such to the extent that enforceability may be limited by (i) applicable bankruptcy, reorganization, insolvency, moratorium or other similar laws affecting the enforcement of creditors' rights generally and (ii) by general principles of equity, regardless of whether such enforceability is considered in a proceeding at law or in equity. (b) The execution and delivery by iPrint and Loudeye or Sub of this Agreement and the other iPrint Transaction Documents to which they are it is or will be parties do become a party does not, and the consummation of the transactions contemplated hereby and thereby by this Agreement or the Transaction Documents to which it is or will become a party will not, (i) conflict with, or result in any violation or breach of any provision of the Certificate of Incorporation or Bylaws of iPrint Loudeye or Sub, (ii) result in any violation or breach of, or constitute (with or without notice or lapse of time, or both) a default under, (or give rise to a right of termination, cancellation or acceleration of any material obligation or loss of any material benefit underbenefit) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, contract or other agreement, instrument or obligation to which iPrint Loudeye or Sub is a party or by which either of them or any of their properties or assets may be bound, or (iii) conflict with or violate any permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule Rule or regulation applicable to iPrint Loudeye or Sub or any of its or their properties or assets, except in the case of (ii) and (iii) for any such conflicts, violations, defaults, terminations, cancellations or accelerations which would not be reasonably likely to have a Material Adverse Effect on iPrintLoudeye and its Subsidiaries, taken as a whole. (c) No None of the execution and delivery of this Agreement by Loudeye or Sub or of any other Transaction Documents to which Loudeye or Sub is or will become a party or the consummation of the transactions contemplated hereby or thereby will require any consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by iPrint in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated herebyEntity, except for (i) the filing of the Agreement Certificate of Merger together with the required officers' certificates as provided in Section 1.2, with the Delaware Secretary of State of the State of CaliforniaState, and (ii) the filing of a report on Form 8-K with the SEC, (iii) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities laws, including the filing of the Joint Proxy Statement with the SEC pursuant to the Exchange Act and the Securities Act of 1933, as amended (the "Securities Act"), and the -------------- declaration of the effectiveness of the Registration Statement by the SEC and, to the extent required, filings with various blue sky authorities and (iv) such other consents, authorizations, filings, approvals and registrations which, if not which may be obtained or made, would not prevent or materially alter or delay any of made after the transactions contemplated by this Agreement or be reasonably likely to have a Material Adverse Effect on iPrintClosing.

Authority; No Conflict; Required Filings and Consents. (a) iPrint and S Sub have has all requisite corporate power and authority to execute and deliver this Agreement and all other documents to which they are or will be parties (the "iPrint Transaction Documents") and to consummate the ---------------------------- transactions contemplated hereby by this Agreement. Without limiting the generality of the foregoing, the board of directors of S Sub (the “S Sub Board”), by written consent of the S Sub Board, approved this Agreement and therebythe consummation of the S Sub Transaction and the other transactions contemplated hereby. The execution and delivery of this Agreement and the other iPrint Transaction Documents to which iPrint or Sub is or will be a party and the consummation of the transactions contemplated hereby and thereby by this Agreement by S Sub have been duly and validly approved and authorized by all necessary corporate or other action on the board part of directors of iPrint S Sub, and Sub and, subject to obtaining the iPrint Stockholder Approval, as defined in Section 6.16, no other actions corporate or stockholder proceedings on the part of the iPrint or S Sub are necessary to authorize this Agreement and the other iPrint Transaction Documents and the transactions contemplated hereby and thereby. This Agreement has been, and the other iPrint Transaction Documents to which iPrint and/or Sub are parties have been or will be when they are executed by iPrint and/or Sub, as applicable, duly executed and delivered by iPrint and/or Sub and constitute, or will constitute when they are executed by iPrint and/or Sub, as applicable, the valid and binding obligations of iPrint and/or Sub, enforceable against iPrint and/or Sub, as the case may be, in accordance with their respective terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, moratorium or other similar laws affecting creditors' rights generally and (ii) general principles of equity. (b) The execution and delivery by iPrint and Sub of this Agreement and the other iPrint Transaction Documents to which they are or will be parties do not, and the consummation of the transactions contemplated hereby and thereby will not, (i) conflict with, or result in any violation or breach of any provision of the Certificate of Incorporation or Bylaws of iPrint or Sub, (ii) result in any violation or breach of, or constitute (with or without notice or lapse of time, or both) a default under, or give rise to a right of termination, cancellation or acceleration of any material obligation or loss of any material benefit under, any note, mortgage, indenture, lease, contract or other agreement, instrument or obligation to which iPrint or Sub is a party or by which either of them or any of their properties or assets may be bound, or (iii) conflict with or violate any permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to iPrint or Sub or any of its or their properties or assets, except in the case of (ii) and (iii) for any such conflicts, violations, defaults, terminations, cancellations or accelerations which would not be reasonably likely to have a Material Adverse Effect on iPrint. (c) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by iPrint in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by S Sub and (assuming due authorization, execution and delivery of this Agreement by the Company, the Parent, the Buyer and the Acquisition Subsidiary) constitutes the legal, valid and binding obligation of S Sub, enforceable in accordance with its terms, except for (i) the filing of the Agreement of Merger together with the required officers' certificates as provided in Section 1.2, with the Secretary of State of the State of California, (ii) the filing of a report on Form 8-K with the SEC, (iii) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under limited by applicable federal bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and state securities laws, including the filing other similar laws affecting creditors’ rights generally and by general equitable principles (whether considered in a proceeding in equity or at law). (b) The execution and delivery of the Joint Proxy Statement with the SEC pursuant to the Exchange Act and the Securities Act of 1933, as amended (the "Securities Act")this Agreement by S Sub do not, and the -------------- declaration of the effectiveness of the Registration Statement consummation by the SEC and, to the extent required, filings with various blue sky authorities and (iv) such other consents, authorizations, filings, approvals and registrations which, if not obtained or made, would not prevent or materially alter or delay any S Sub of the transactions contemplated by this Agreement or be reasonably likely to have a Material Adverse Effect on iPrint.will not,

Authority; No Conflict; Required Filings and Consents. (a) iPrint and Sub have The Seller has all requisite corporate power and authority (corporate and other) to execute and deliver this Agreement and all the other documents to which they are or will be parties (the "iPrint Transaction Documents") and to consummate the ---------------------------- transactions agreements contemplated hereby and therebyto perform the Seller’s obligations hereunder and thereunder. The execution and delivery by the Seller of this Agreement and the other iPrint Transaction Documents to which iPrint or Sub is or will be a party agreements, instruments and documents contemplated hereby and the performance by the Seller of this Agreement and the other agreements, instruments and documents contemplated hereby and, subject to receipt of the Seller Shareholders’ Approval, the consummation by the Seller of the transactions contemplated hereby and thereby have been duly and validly approved and authorized by the board of directors of iPrint all necessary corporate and Sub and, subject to obtaining the iPrint Stockholder Approval, as defined in Section 6.16, no other actions or proceedings action on the part of the iPrint or Sub are necessary to authorize this Agreement and the other iPrint Transaction Documents and the transactions contemplated hereby and therebySeller. This Agreement has beenand all other agreements, instruments and the other iPrint Transaction Documents to which iPrint and/or Sub are parties documents contemplated hereby have been or will be when they are executed by iPrint and/or Sub, as applicable, of the Closing Date duly and validly executed and delivered by iPrint and/or Sub the Seller and constitute, constitutes or will constitute when they are executed by iPrint and/or Sub, as applicable, the a valid and binding obligations obligation of iPrint and/or Subthe Seller, enforceable against iPrint and/or Sub, as the case may be, it in accordance with their respective its terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting Laws now or hereafter in effect relating to creditors' ’ rights generally and (ii) subject to general principles of equity. (b) The Neither the execution and delivery by iPrint and Sub the Seller of this Agreement and or any other agreement contemplated hereby, nor the other iPrint Transaction Documents to which they are performance by the Seller of its obligations hereunder or will be parties do notthereunder, and nor, the consummation by the Seller of the transactions contemplated hereby and thereby or thereby, will not(i) subject to receipt of the Seller Shareholders’ Approval, conflict with or violate any provision of the Organizational Documents of the Seller, each as amended or restated to date, (iii) assuming the consents and approvals listed on Section 2.2(c) of the Disclosure Schedule have been obtained, require on the part of the Seller any notice to or filing with, or any permit, authorization, consent or approval of, any Governmental Entity, (iii) conflict with, or result in any violation or breach of any provision of the Certificate of Incorporation or Bylaws of iPrint or Sub, (ii) result in any violation or a breach of, or constitute (with or without due notice or lapse of time, time or both) a default under, or give rise to a right of termination, cancellation or result in the acceleration of obligations under, create in any material obligation party the right to accelerate, terminate, modify or loss of cancel, or require any material benefit notice, consent or waiver under, any notecontract, mortgagelease, sublease, license, sublicense, franchise, permit, indenture, lease, contract agreement or other agreementmortgage for borrowed money, instrument or obligation of Indebtedness to which iPrint or Sub the Seller is a party or by which either of them the Seller is bound or to which any of their properties or the assets may be boundof the Seller are subject, (iv) result in the imposition of any Lien upon any assets of the Seller or (iiiv) conflict with or violate any permitorder, concessionwrit, franchise, license, judgment, orderinjunction, decree, statute, law, ordinance, rule or regulation applicable to iPrint or Sub the Seller or any of its or their respective properties or assets, except in the case of the foregoing clauses (ii) and ), (iii), (iv) for any such conflictsor (v), violations, defaults, terminations, cancellations or accelerations which as would not be reasonably likely to have a Seller Material Adverse Effect on iPrintEffect. (c) No Except for the consents, approvals and other authorizations applicable to the transactions contemplated by this Agreement from Healthcare Regulatory Authorities set forth on Section 2.2(c) of the Disclosure Schedule, no consent, approval, license, permit, order or authorization of, or registration, declaration declaration, notice or filing with, any Governmental Entity is required by iPrint or with respect to the Seller in connection with the execution and delivery of this Agreement by the Seller or the consummation of the transactions contemplated hereby, except for (i) the filing of the Agreement of Merger together with the required officers' certificates as provided in Section 1.2, with the Secretary of State of the State of California, (ii) the filing of a report on Form 8-K with the SEC, (iii) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities laws, including the filing of the Joint Proxy Statement with the SEC pursuant to the Exchange Act and the Securities Act of 1933, as amended (the "Securities Act"), and the -------------- declaration of the effectiveness of the Registration Statement by the SEC and, to the extent required, filings with various blue sky authorities and (iv) such other consents, authorizations, filings, approvals and registrations which, if not obtained or made, would not prevent or materially alter or delay any Seller of the transactions contemplated by this Agreement or be reasonably likely Agreement, except those that the failure to obtain would not have a Seller Material Adverse Effect on iPrintEffect.

Authority; No Conflict; Required Filings and Consents. (a) iPrint and Sub have 4.2.1 Seller has all requisite corporate power and authority to execute and deliver enter into this Agreement and all the other documents to which they are or will be parties (the "iPrint Transaction Documents") agreements contemplated hereby and to consummate the ---------------------------- transactions that are contemplated hereby by this Agreement and therebythe other agreements contemplated hereby. The execution and delivery of this Agreement and the other iPrint Transaction Documents to which iPrint or Sub is or will be a party agreements contemplated hereby by Seller and the consummation by Seller of the transactions that are contemplated hereby and thereby have been duly and validly approved and authorized by the board of directors of iPrint and Sub and, subject to obtaining the iPrint Stockholder Approval, as defined in Section 6.16, no other actions or proceedings on the part of the iPrint or Sub are necessary to authorize this Agreement and the other iPrint Transaction Documents and the transactions agreements contemplated hereby and therebyhave been duly authorized by all necessary action on the part of Seller. This Agreement has and the Escrow Agreement have been, and the other iPrint Transaction Documents to which iPrint and/or Sub are parties agreements contemplated hereby have been been, or will be when they are executed by iPrint and/or Subat Closing, as applicable, duly executed and delivered by iPrint and/or Sub Seller, and assuming this Agreement, the Escrow Agreement, and the other agreements contemplated hereby constitute, or will constitute when they are executed by iPrint and/or Subat Closing, as applicable, the valid and binding obligation of the other parties hereto, this Agreement and the Escrow Agreement and the other agreements contemplated hereby constitute, or will constitute at Closing, as applicable, the valid and binding obligations of iPrint and/or SubSeller, enforceable against iPrint and/or Sub, as the case may be, Seller in accordance with their respective terms, except subject, as such enforceability may be limited by to enforcement, to (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereinafter in effect affecting creditors' ’ rights generally and (ii) general principles of equityequity (the “Bankruptcy and Equity Exception”). (b) 4.2.2 The execution and delivery by iPrint and Sub of this Agreement and the other iPrint Transaction Documents to which they are or will be parties do by Seller does not, and the consummation by Seller of the transactions that are contemplated hereby and thereby by this Agreement will not, (i) conflict with, or result in any violation or breach of of, any provision of the Certificate organizational documents of Incorporation Seller or Bylaws of iPrint or SubSeller Parent, (ii) except as set forth in Section 4.2.2 of the Seller Disclosure Letter, result in any violation or breach of, or constitute (with or without notice or lapse of time, or both) a default under, (or give rise to a right of termination, cancellation or acceleration of any material obligation of Seller or Seller Parent or loss of any material benefit to Seller or Seller Parent) under, any noteof the terms, conditions or provisions of any material bond, mortgage, indenture, leaseMaterial Assumed Contract, contract Lease, or other agreement, instrument material Contract or obligation to which iPrint Seller or Sub Seller Parent is a party or by which either of them Seller, Seller Parent or any of their respective properties or assets may be bound, or (iii) except as set forth in Section 4.2.2 of the Seller Disclosure Letter and subject to the governmental filings, consents and other matters referred to in Section 4.2.3 hereof, contravene, conflict with with, or violate result in a violation of any of the terms or requirements of any Law or judgment, or give any Governmental Entity the right to revoke, cancel or terminate any governmental or regulatory permit, concession, franchise, franchise or license, judgment, order, decree, statute, law, ordinance, rule or regulation in each case applicable to iPrint or Sub Seller, Seller Parent or any of its or their respective properties or assets, except other than, in the case of clauses (ii) and (iii) ), for any such conflictsviolations, violationsbreaches, defaults, terminationsaccelerations, losses, contraventions, conflicts, revocations, cancellations or accelerations which terminations that would not reasonably be reasonably likely expected to have a Property Material Adverse Effect on iPrintEffect. (c) No 4.2.3 Except as set forth in Section 4.2.3 of the Seller Disclosure Letter, no consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency, commission, Gaming Authority or other governmental authority or instrumentality (a “Governmental Entity Entity”) is required by iPrint or with respect to Seller in connection with the execution and delivery of this Agreement by Seller or the consummation by Seller of the transactions that are contemplated hereby, except for (i) the filing of the Agreement pre-merger notification report under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of Merger together with the required officers' certificates 1976, as provided in Section 1.2, with the Secretary of State of the State of Californiaamended (“HSR Act”), (ii) the any approvals or filing of a report on Form 8-K with notices required under the SECGaming Laws, (iii) such consents, approvals, orders, authorizations, registrationspermits, filings, declarations and filings as may be required under applicable federal and state securities lawsor registrations related to, including or arising out of, compliance with statutes, rules or regulations regulating the filing consumption, sale or serving of alcoholic beverages or the renaming or re-branding of the Joint Proxy Statement with operations at the SEC pursuant to the Exchange Act and the Securities Act of 1933Property, as amended (the "Securities Act"), and the -------------- declaration of the effectiveness of the Registration Statement by the SEC and, to the extent required, filings with various blue sky authorities and (iv) such other filings, consents, approvals, orders, authorizations, filingspermits, approvals registrations and registrations which, if not obtained declarations (A) required of or made, by Buyer or any of its Affiliates or key employees (including under the Gaming Laws) or (B) the failure of which to obtain would not prevent or materially alter or delay any be material to the operation and support of the transactions contemplated by this Agreement or be reasonably likely to have a Material Adverse Effect on iPrintbusiness located at the Property.

Authority; No Conflict; Required Filings and Consents. (a) iPrint and Sub have Showboat has all requisite corporate power and authority to execute and deliver enter into this Agreement and all other documents to which they are or will be parties (the "iPrint Transaction Documents") and to consummate the ---------------------------- transactions contemplated hereby and therebyby this Agreement. The execution and delivery of this Agreement and the other iPrint Transaction Documents to which iPrint or Sub is or will be a party and the consummation of the transactions contemplated hereby and thereby by this Agreement by Showboat have been duly and validly approved and authorized by the board of directors of iPrint and Sub and, subject to obtaining the iPrint Stockholder Approval, as defined in Section 6.16, no other actions or proceedings all necessary corporate action on the part of Showboat, subject only to the iPrint or Sub are necessary to authorize approval and adoption of this Agreement and the other iPrint Transaction Documents and the transactions contemplated hereby and therebyMerger by two-thirds of Showboat's stockholders. This Agreement has been, and the other iPrint Transaction Documents to which iPrint and/or Sub are parties have been or will be when they are executed by iPrint and/or Sub, as applicable, duly executed and delivered by iPrint and/or Sub Showboat and constitute, or will constitute when they are executed by iPrint and/or Sub, as applicable, constitutes the valid and binding obligations of iPrint and/or SubShowboat, enforceable against iPrint and/or Sub, as the case may be, it in accordance with their respective terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, moratorium or other similar laws affecting creditors' rights generally and (ii) general principles of equity. (b) The Other than as disclosed in Section 3.3(b) of the Showboat Disclosure Schedule, the execution and delivery by iPrint and Sub of this Agreement and the other iPrint Transaction Documents to which they are or will be parties do by Showboat does not, and the consummation of the transactions contemplated hereby and thereby by this Agreement will not, (i) conflict with, or result in any violation or breach of of, any provision of the Certificate Articles of Incorporation or Bylaws of iPrint Showboat or Subthe comparable charter or organizational documents of any of its Subsidiaries, (ii) result in any violation or breach of, or constitute (with or without notice or lapse of time, or both) a default under, (or give rise to a right of termination, cancellation or acceleration of any material obligation or loss of any material benefit benefit) under, or require a consent or waiver under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, contract or other agreement, instrument or obligation to which iPrint Showboat or Sub any of its Subsidiaries is a party or by which either any of them or any of their properties or assets may be bound, or (iii) subject to the governmental filings and other matters referred to in Section 3.3(c), conflict with or violate any permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to iPrint Showboat or Sub any of its Subsidiaries or any of its or their properties or assets, except in the case of clauses (ii) and (iii) for any such conflicts, violations, defaults, terminations, cancellations or accelerations which would not be (x) are not, individually or in the aggregate, reasonably likely to have a Showboat Material Adverse Effect on iPrintor (y) would not impair or delay the consummation of the Merger. (c) No consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency, commission, gaming authority or other governmental authority or instrumentality ("Governmental Entity Entity") is required by iPrint or with respect to Showboat or any of its Subsidiaries in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated herebyhereby or thereby, except for (i) the filing of the Agreement pre-merger notification report under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended ("HSR Act") and any similar statute, rule or regulation of any foreign country, state, province, territory or city (each, a "Foreign Jurisdiction"), (ii) the filing of the Articles of Merger together with respect to the required officers' certificates as provided in Section 1.2, Merger with the Secretary of State of the State of CaliforniaNevada, (iiiii) the filing of a report on Form 8-K the Proxy Statement (as defined in Section 3.16 below) with the Securities and Exchange Commission (the "SEC") in accordance with the Exchange Act, (iiiiv) any approvals and filing of notices required under the Showboat Gaming Laws (as defined in Section 3.15(b)), (v) such consents, approvals, orders, authorizations, permits, filings or registrations related to, or arising out of, compliance with statutes, rules or regulations regulating the consumption, sale or serving of alcoholic beverages, (vi) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities lawslaws and the securities laws of any Foreign Jurisdiction, including (vii) the filing of approvals required from the Joint Proxy Statement Australian Securities Commission (with respect to compliance with the SEC pursuant to the Exchange Act Australian Corporations Law) and the Securities Act of 1933Australian Foreign Investment Review Board, (viii) such immaterial filings and consents as amended (the "Securities Act")may be required under any environmental health or safety law or regulation pertaining to any notification, and the -------------- declaration of the effectiveness of the Registration Statement disclosure or required approval triggered by the SEC and, to the extent required, filings with various blue sky authorities and (iv) such other consents, authorizations, filings, approvals and registrations which, if not obtained Merger or made, would not prevent or materially alter or delay any of the transactions contemplated by this Agreement Agreement, and (ix) such other filings, consents, approvals, orders, registrations and declarations as may be required under the laws of any jurisdiction in which Showboat or be reasonably likely any of its Subsidiaries conducts any business or owns any assets the failure of which to obtain would not have a Showboat Material Adverse Effect on iPrintEffect.

Authority; No Conflict; Required Filings and Consents. (a) iPrint and Sub have The Company has all requisite corporate power and authority to execute and deliver this Agreement and all the other documents agreements contemplated hereby to which they are or will be parties (executed by the "iPrint Transaction Documents") Company and to consummate perform the ---------------------------- transactions contemplated hereby Company’s obligations hereunder and therebythereunder. The execution and delivery by the Company of this Agreement and the other iPrint Transaction Documents agreements contemplated hereby to which iPrint or Sub is or will be a party executed by the Company and the performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby and thereby have been duly and validly approved and authorized by the board of directors of iPrint and Sub and, subject to obtaining the iPrint Stockholder Approval, as defined in Section 6.16, no other actions or proceedings all necessary corporate action on the part of the iPrint or Sub are necessary to authorize this Agreement and the other iPrint Transaction Documents and the transactions contemplated hereby and therebyCompany. This Agreement has been, and all other agreements contemplated hereby to be executed by the other iPrint Transaction Documents to which iPrint and/or Sub are parties Company have been or will be when they are executed by iPrint and/or Sub, as applicable, duly and validly executed and delivered by iPrint and/or Sub the Company and, assuming the due authorization, execution and constitutedelivery by each party thereto (other than the Seller, the Company or any of its Subsidiaries or any Affiliates of any of the foregoing), constitute or will constitute when they are executed by iPrint and/or Sub, as applicable, the a valid and binding obligations obligation of iPrint and/or Subthe Company, enforceable against iPrint and/or Sub, as the case may be, Company in accordance with their respective terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting Laws now or hereafter in effect relating to creditors' ’ rights generally and (ii) subject to general principles of equity. (b) The Except as set forth on Section 3.4(b) of the Disclosure Schedule, neither the execution and delivery by iPrint and Sub the Seller of this Agreement or by the Company or the Seller of any other agreement contemplated hereby to be executed and delivered by the other iPrint Transaction Documents to which they are Seller and/or the Company, nor the performance by the Seller or will be parties do notthe Company of their respective obligations hereunder or thereunder (as applicable), and nor the consummation by the Seller or the Company of the transactions contemplated hereby and or thereby (as applicable), will not, (i) conflict with, with or result in any violation or breach of violate any provision of the Certificate Organizational Documents of Incorporation the Company, each as amended or Bylaws restated to date, or the Organizational Documents of iPrint any Subsidiary of the Company, each as amended or Subrestated to date, (ii) require on the part of the Company or any of its Subsidiaries any notice to or filing with, or any permit, authorization, consent or approval of, any Governmental Entity, (iii) conflict with, result in any violation or a breach of, or constitute (with or without due notice or lapse of time, time or both) a default under, or give rise to a right of termination, cancellation or result in the acceleration of obligations under, create in any material obligation party the right to accelerate, terminate, modify or loss of cancel, or require any material benefit notice, consent or waiver under, any notecontract, mortgagelease, sublease, license, sublicense, franchise, permit, indenture, lease, contract agreement or mortgage for borrowed money or other agreement, instrument or obligation of Indebtedness to which iPrint the Company or Sub any of its Subsidiaries is a party or by which either of them the Company or any of their properties its Subsidiaries is bound or to which any of the assets may be boundof the Company or any Subsidiary of the Company are subject, (iv) result in the imposition of any Lien upon any assets of the Company or any Subsidiary of the Company or (iiiv) conflict with or violate any permitorder, concessionwrit, franchise, license, judgment, orderinjunction, decree, statute, law, ordinance, rule or regulation applicable to iPrint the Company or Sub any Subsidiary of the Company or any of its or their respective properties or assets, except in the case of the foregoing clauses (ii), (iii), (iv) and (iiiv) for any such conflictsnotices, violations, defaults, terminations, cancellations or accelerations which would not be reasonably likely to have a Material Adverse Effect on iPrint. (c) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by iPrint in connection with the execution consents and delivery of this Agreement or the consummation of the transactions contemplated hereby, except for (i) the filing of the Agreement of Merger together with the required officers' certificates as provided in Section 1.2, with the Secretary of State of the State of California, (ii) the filing of a report on Form 8-K with the SEC, (iii) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities laws, including the filing of the Joint Proxy Statement with the SEC pursuant to the Exchange Act and the Securities Act of 1933, as amended (the "Securities Act"), and the -------------- declaration of the effectiveness of the Registration Statement by the SEC and, to the extent required, filings with various blue sky authorities and (iv) such other consents, authorizations, filings, approvals and registrations whichwaivers that, if not obtained or made, and such conflicts, breaches, defaults, accelerations, terminations, modifications, cancellations, Liens and violations that, individually or in the aggregate, have not resulted in and would not prevent reasonably be expected to result in any material Damages to the Company or materially alter or delay any of its Subsidiaries or the transactions contemplated loss of any material rights or benefits by this Agreement the Company or be reasonably likely to have a Material Adverse Effect on iPrintany of its Subsidiaries.

Authority; No Conflict; Required Filings and Consents. (a) iPrint Each of Finisar and Sub have all requisite corporate power and authority to execute and deliver this Agreement and all the other documents Transaction Documents to which they are or will be parties (the "iPrint Transaction Documents") and to consummate the ---------------------------- transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the other iPrint Transaction Documents to which iPrint Finisar or Sub is or will be a party and the consummation of the transactions contemplated hereby and thereby have been duly and validly approved and authorized by the board Board of directors Directors of iPrint Finisar and Sub and, subject to obtaining the iPrint Stockholder Approval, as defined in Section 6.16, no all other actions or proceedings necessary corporate action on the part of the iPrint or Sub are necessary to authorize this Finisar and Sub, respectively. This Agreement and the other iPrint Transaction Documents and the transactions contemplated hereby and thereby. This Agreement has been, and the other iPrint Transaction Documents to which iPrint Finisar and/or Sub are parties have been or will be when they are executed by iPrint and/or Sub, as applicable, duly executed and delivered by iPrint Finisar and/or Sub and constitute, constitute or will constitute when they are executed by iPrint and/or Sub, as applicable, the valid and binding obligations of iPrint Finisar and/or Sub, enforceable against iPrint Finisar and/or Sub, as the case may be, in accordance with their respective terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, moratorium or bankruptcy laws and other similar laws affecting creditors' ’ rights generally and (ii) general principles of equity. (b) The execution and delivery by iPrint Finisar and Sub of this Agreement and the other iPrint Transaction Documents to which they are or will be parties do not, and the consummation of the transactions contemplated hereby and thereby will not, (i) conflict with, or result in any violation or breach of any provision of the Certificate of Incorporation or Bylaws of iPrint Finisar or Sub, (ii) result in any violation or breach of, or constitute (with or without notice or lapse of time, or both) a default under, or give rise to a right of termination, cancellation or acceleration of any material obligation or loss of any material benefit under, any note, mortgage, indenture, lease, contract or other agreement, instrument or obligation to which iPrint Finisar or Sub is a party or by which either of them or any of their properties or assets may be bound, or (iii) conflict with or violate any permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to iPrint Finisar or Sub or any of its or their properties or assets, except in the case of (ii) and (iii) for any such conflicts, violations, defaults, terminations, cancellations or accelerations which would not be reasonably likely to have a Material Adverse Effect on iPrintFinisar. (c) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by iPrint or with respect to Finisar or any of its Subsidiaries in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except for (i) the filing of the Agreement of Merger together with application for, and receipt of, the required officers' certificates Permit (as provided defined in Section 1.2, with the Secretary of State of the State of California6.8), (ii) the filing of the Certificate of Merger with the Delaware Secretary of State in accordance with the DGCL, (iii) if required, the filing of a report on Form 8-K with the Securities and Exchange Commission (the “SEC”), (iiiiv) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities laws, including the filing of the Joint Proxy Statement with the SEC pursuant to the Exchange Act and the Securities Act of 1933, as amended (the "Securities Act"), and the -------------- declaration of the effectiveness of the Registration Statement by the SEC and, to the extent required, filings with various blue sky authorities and (ivv) such other consents, authorizations, filings, approvals and registrations which, if not obtained or made, would not prevent or materially alter or delay any of the transactions contemplated by this Agreement or be reasonably likely to have a Material Adverse Effect on iPrintFinisar.

Authority; No Conflict; Required Filings and Consents. (a) iPrint Each of Buyer Parent and Sub have NewCo has all requisite corporate power and authority to execute and deliver enter into this Agreement and all other documents each of the Ancillary Agreements to which they are or it will be parties (a party and, subject to the "iPrint Transaction Documents") entry of the Confirmation Order and the occurrence of the effective date under the Plan, to consummate the ---------------------------- transactions contemplated hereby and thereby. The execution execution, delivery and delivery performance by each of Buyer Parent and NewCo of this Agreement and each of the other iPrint Transaction Documents Ancillary Agreements to which iPrint or Sub is or it will be a party and the consummation of the transactions contemplated hereby and thereby have been duly and validly approved and authorized by the board of directors of iPrint and Sub and, subject to obtaining the iPrint Stockholder Approval, as defined in Section 6.16, no other actions or proceedings all necessary corporate action on the part of the iPrint or Sub are necessary to authorize this Agreement each of Buyer Parent and the other iPrint Transaction Documents and the transactions contemplated hereby and therebyNewCo. This Agreement has been, and the other iPrint Transaction Documents to which iPrint and/or Sub are parties have been or each such Ancillary Agreement will be when they are executed by iPrint and/or Sub, as applicablebe, duly executed and delivered by iPrint and/or Sub each Buyer and constitutethis Agreement is, and each such Ancillary Agreement when so duly executed, subject to the entry of the Confirmation Order and the occurrence of the effective date under the Plan, and delivered by such party and, if applicable, the Company or one of its Subsidiaries, will constitute when they are executed by iPrint and/or Sub, as applicablebe, the valid and binding obligations obligation of iPrint and/or Subthe Buyer, enforceable against iPrint and/or Sub, as the case may be, Buyer in accordance with their respective terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, moratorium or other similar laws affecting creditors' rights generally and (ii) general principles of equitysubject to the Bankruptcy Exceptions. (b) The execution execution, delivery and delivery performance by iPrint each of Buyer Parent and Sub NewCo of this Agreement and each of the other iPrint Transaction Documents Ancillary Agreements to which they are or it will be parties do nota party, and the consummation by each of Buyer Parent and NewCo of the transactions contemplated hereby and thereby will thereby, shall not, (i) conflict with, or result in any violation or breach of of, any provision of the Certificate governing documents of Incorporation either Buyer Parent or Bylaws of iPrint or SubNewCo, (ii) conflict with, or result in any violation or breach of, or constitute (with or without notice or lapse of time, or both) a default under, (or give rise to a right of termination, cancellation or acceleration of any material obligation or loss of any material benefit benefit) under, require a consent or waiver under, constitute a change in control under, require the payment of a penalty under or result in the imposition of any Lien, other than Permitted Liens, on or with respect to the assets of either Buyer Parent or NewCo under, any noteof the terms, mortgage, indenture, lease, contract conditions or other agreement, instrument or obligation to which iPrint or Sub is a party or by which either provisions of them or any of their properties or assets may be boundBuyer Material Contracts, or (iii) conflict with or violate any material permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule license or regulation Law applicable to iPrint or Sub the Buyer, its Subsidiaries or any of its or their respective properties or assets, except in with respect to the case of foregoing clauses (ii) and (iii) for any such conflicts), violationsthat would, defaultsindividually or in the aggregate, terminationsreasonably be expected to be material to the Buyer and its Subsidiaries, cancellations taken as a whole, or accelerations which would not be reasonably likely the Buyer Business, or materially impair the ability of the Buyer to have a Material Adverse Effect on iPrintperform its obligations under, and consummate the transactions contemplated by, this Agreement. (c) No consent, approval, license, permit, order or authorization of, or registration, declaration declaration, notice or filing with, any Governmental Entity (subject and after giving effect to any required approvals of the Bankruptcy Court (including, to the extent applicable, the Confirmation Order confirming the Plan) and the Plan) is required by iPrint or with respect to either Buyer Parent or NewCo in connection with the execution execution, delivery and delivery performance by either Buyer Parent or NewCo of this Agreement and each of the Ancillary Agreements to which it will be a party or the consummation by either Buyer Parent or NewCo of the transactions contemplated herebyhereby and thereby that would, except for (i) individually or in the filing aggregate, reasonably be expected to be material to the Buyer and its Subsidiaries, taken as a whole, or the Buyer Business, or materially impair the ability of the Agreement of Merger together with the required officers' certificates as provided in Section 1.2, with the Secretary of State of the State of California, (ii) the filing of a report on Form 8-K with the SEC, (iii) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities laws, including the filing of the Joint Proxy Statement with the SEC pursuant Buyer to the Exchange Act and the Securities Act of 1933, as amended (the "Securities Act")perform its obligations under, and the -------------- declaration of the effectiveness of the Registration Statement by the SEC and, to the extent required, filings with various blue sky authorities and (iv) such other consents, authorizations, filings, approvals and registrations which, if not obtained or made, would not prevent or materially alter or delay any of consummate the transactions contemplated by by, this Agreement or be reasonably likely to have a Material Adverse Effect on iPrintAgreement.