Common use of Authority; No Conflicts Clause in Contracts

Authority; No Conflicts. (i) The Company has all requisite corporate power and authority to enter into this Agreement and to consummate the Transactions contemplated hereby, subject in the case of the consummation of the Merger to the adoption of this Agreement by the Required Company Vote (as defined in Section 3.1(g)), if required by law. The execution and delivery of this Agreement and the consummation of the Transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company, subject in the case of the consummation of the Merger to the adoption of this Agreement by the Required Company Vote. This Agreement has been duly executed and delivered by the Company and constitutes a valid and binding agreement of the Company, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally, by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (ii) The execution and delivery of this Agreement does not and the consummation of the Merger and the other Transactions contemplated hereby will not conflict with, result in any violation of, constitute a default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, amendment, cancellation or acceleration of any obligation or the loss of a material benefit under, or the creation of a Lien on any assets of the Company or any of its Subsidiaries (any such conflict, violation, default, right of termination, amendment, cancellation or acceleration, loss or creation, a "VIOLATION") pursuant to: (A) any provision of the certificate of incorporation or bylaws of the Company or any of its Subsidiaries, or (B) except as would not, individually or in the aggregate, constitute a Company Material Adverse Effect and, subject to obtaining or making the Required Consents (as defined in Section 3.1(c)(iv)), any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any Subsidiary of the Company or their respective properties or assets. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, any national, state, municipal or local government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority (a "GOVERNMENTAL ENTITY"), is required by 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 of the Merger and the other Transactions contemplated hereby, except for the Required Consents and such other consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain would not, individually or in the aggregate, constitute a Company Material Adverse Effect. (iv) The Company and its Subsidiaries are not in violation of any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any Subsidiary of the Company or their respective properties or assets except for violations which, individually or in the aggregate, do not constitute a Company Material Adverse Effect. (v) As used herein, "REQUIRED CONSENTS" shall mean consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to (A) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), (B) state securities or "blue sky" laws (the "BLUE SKY LAWS"), (C) the Securities Act of 1933, as amended (the "SECURITIES ACT"), (D) the Exchange Act, (E) the filing of the Certificate of Merger under the DGCL, (F) rules and regulations of NASDAQ, (G) antitrust or other competition laws of other jurisdictions and (H) consents set forth on the Company Disclosure Schedule.

Authority; No Conflicts. (ia) The Company has all requisite corporate power and authority to enter into this Agreement and to consummate the Transactions contemplated hereby, subject in the case of the consummation of the Merger to the adoption of this Agreement by the Required Company Vote (as defined in Section 3.1(g)), if required by lawTransactions. The execution and delivery of this Agreement and the consummation of the Transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company, subject in the case of the consummation of the Merger to the adoption of this Agreement by the Required Company Vote. This Agreement has been duly executed and delivered by the Company and constitutes a the valid and binding agreement of the Company, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally, generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (iib) The Except as set forth in Section 3.3(b) of the Company Disclosure Letter, the execution and delivery of this Agreement by the Company does not not, and the consummation by the Company of the Merger and the other Transactions contemplated hereby will not not, conflict with, or result in any violation of, or constitute a default (with or without notice or lapse of time, or both) under, or give rise to a right of of, or result by its terms in the, termination, amendment, cancellation or acceleration of any obligation or the loss of a material benefit under, or the creation of a Lien on lien, pledge, security interest, charge or other encumbrance on, or the loss of, any assets of the Company or any of its Subsidiaries assets, including Intellectual Property (any such conflict, violation, default, right of termination, amendment, cancellation or acceleration, loss or creation, a "VIOLATIONViolation") pursuant to: (A) any provision of --------- the certificate of incorporation or bylaws of the Company or any material Subsidiary of its Subsidiariesthe Company, or (B) except as would notas, individually or in the aggregate, constitute would not reasonably be expected to have a Company Material Adverse Effect andon the Company, subject to obtaining or making the Required Consents consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (as defined in Section 3.1(c)(iv))c) below, any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or Company, any Subsidiary of the Company material Subsidiary, or their respective properties or assets. (iiic) No consent, approval, order or authorization of, or registration, declaration decla ration or filing with, any supranational, national, state, municipal municipal, local or local foreign government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasi-quasi- governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority (a "GOVERNMENTAL ENTITYGovernmental Entity"), ------------------- is required by or with respect to the Company or any Subsidiary of its Subsidiaries the Company in connection with the execution and delivery of this Agreement by the Company or the consummation of the Merger and the other Transactions contemplated herebyTransactions, except for the Required Consents and such other consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain would not, individually or in the aggregate, constitute a Company Material Adverse Effect. (iv) The Company and its Subsidiaries are not in violation of any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any Subsidiary of the Company or their respective properties or assets except for violations which, individually or in the aggregate, do not constitute a Company Material Adverse Effect. (v) As used herein, "REQUIRED CONSENTS" shall mean consents, approvals, orders, authorizations, registrations, declarations and filings those required under or in relation to (A) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACTAct"), (B) state securities or "blue sky" laws (the ------- "BLUE SKY LAWSBlue Sky Laws"), (C) the Securities Act of 1933, as amended (the "SECURITIES ACTSecurities ------------- ---------- Act"), (D) the Exchange Act, (E) the DGCL with respect to the filing of the --- Certificate of Merger under the DGCLMerger, (F) rules and regulations of NASDAQthe Nasdaq, (G) antitrust or other competition laws of other jurisdictions jurisdictions, and (H) consents set forth such consents, approvals, orders, authorizations, registrations, declarations and filings the failures of which to make or obtain, in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company Disclosure ScheduleCompany. Consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to any of the foregoing clauses (A) through (G) are hereinafter referred to as "Necessary Consents." ------------------

Authority; No Conflicts. (ia) The Subject to required regulatory and shareholder approvals, the Company has all requisite the corporate power and authority necessary to enter into execute, deliver and perform its obligations under this Agreement and to consummate the Transactions transactions contemplated hereby. Subject to required regulatory and shareholder approvals, subject in the case execution, delivery and performance of the consummation of the Merger to the adoption of Company's obligations under this Agreement by and the Required Company Vote (as defined in Section 3.1(g)), if required by law. The execution and delivery of this Agreement other documents contemplated hereby and the consummation of the Transactions transactions contemplated hereby herein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of the Company, subject in the case of the consummation of the Merger to the adoption of this Agreement by the Required Company Vote. This Agreement has been duly executed and delivered by the Company and constitutes represents a legal, valid and binding agreement obligation of the Company, enforceable against it the Company in accordance with its terms, terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting the enforcement of creditors' rights generally and similar laws relating except that the availability of specific performance, injunctive relief and other equitable remedies is subject to or affecting creditors generally, by general equity principles (regardless the discretion of whether such enforceability is considered in a the court before which any proceeding in equity or at lawmay be brought). (iib) The Neither the execution and delivery of this Agreement does not and by the Company, nor the consummation by the Company of the Merger and transactions contemplated hereby, nor compliance by the other Transactions contemplated hereby Company with any of the provisions hereof, will not (i) conflict with, with or result in any violation of, constitute a default (with or without notice or lapse breach of time, or both) under, or give rise to a right of termination, amendment, cancellation or acceleration of any obligation or the loss of a material benefit under, or the creation of a Lien on any assets of the Company or any of its Subsidiaries (any such conflict, violation, default, right of termination, amendment, cancellation or acceleration, loss or creation, a "VIOLATION") pursuant to: (A) any provision of the certificate articles of incorporation incorporation, charter, bylaws or bylaws any other similar governing document of the Company or any of its Subsidiaries, or (Bii) except as would notconstitute or result in a Default under, individually or require any Consent pursuant to, or result in the aggregate, constitute a Company Material Adverse Effect and, subject to obtaining or making the Required Consents (as defined in Section 3.1(c)(iv)), creation of any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Lien on any Asset of the Company or any Subsidiary of its Subsidiaries under, any Contract or Permit of the Company or their respective properties any of its Subsidiaries, except as could not reasonably be expected to have a Material Adverse Effect on the Company, or assets. (iii) No consentsubject to obtaining the requisite Consents referred to in Section 8.1(b) of this Agreement, approval, order violate any Law or authorization of, or registration, declaration or filing with, any national, state, municipal or local government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority (a "GOVERNMENTAL ENTITY"), is required by or with respect Order applicable to the Company or any of its Subsidiaries or any of their respective Assets. (c) Other than in connection or compliance with the execution provisions of the Securities Laws and delivery of this Agreement applicable banking Laws, no notice to, filing with, or Consent of, any Governmental Authority is necessary for the consummation by the Company or the consummation of the Merger and the other Transactions transactions contemplated hereby, except for the Required Consents and such other consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain would not, individually or in the aggregate, constitute a Company Material Adverse Effectthis Agreement. (iv) The Company and its Subsidiaries are not in violation of any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any Subsidiary of the Company or their respective properties or assets except for violations which, individually or in the aggregate, do not constitute a Company Material Adverse Effect. (v) As used herein, "REQUIRED CONSENTS" shall mean consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to (A) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), (B) state securities or "blue sky" laws (the "BLUE SKY LAWS"), (C) the Securities Act of 1933, as amended (the "SECURITIES ACT"), (D) the Exchange Act, (E) the filing of the Certificate of Merger under the DGCL, (F) rules and regulations of NASDAQ, (G) antitrust or other competition laws of other jurisdictions and (H) consents set forth on the Company Disclosure Schedule.

Authority; No Conflicts. (i) The Company New Core has all requisite corporate power and authority to enter into this Agreement and the Ancillary Agreements and to consummate the Transactions transactions contemplated hereby, subject in the case of the consummation of the Merger to the adoption of this Agreement by the Required Company Vote (as defined in Section 3.1(g)), if required by lawhereby and thereby. The execution and delivery of this Agreement and the Ancillary Agreements by New Core and the consummation by New Core of the Transactions transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company, subject in the case of the consummation of the Merger to the adoption of this Agreement by the Required Company VoteNew Core. This Agreement has and the Ancillary Agreements have been duly executed and delivered by New Core and, assuming the Company due authorization and constitutes a valid execution and delivery of this Agreement and the Ancillary Agreements by RDSI, constitute valid and binding agreement agreements of the CompanyNew Core, enforceable against it New Core in accordance with its their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and similar laws Applicable Laws relating to or affecting creditors generally, generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (ii) The execution and delivery of this Agreement and the Ancillary Agreements by New Core does not not, and the consummation by New Core of the Merger and the other Transactions transactions contemplated hereby and thereby will not not, conflict with, or result in any breach or violation of, or constitute a default (with or without notice or lapse of time, or both) under, or give rise to a right of or result by its terms in the termination, amendment, cancellation or acceleration of any obligation or the loss of a material benefit under, or the creation of any pledge, claim, lien, charge, encumbrance or security interest of any kind or nature whatsoever (collectively, a Lien on “Lien”), “put” or “call” right or other encumbrance on, or the loss of, any assets of the Company or any of its Subsidiaries (any such conflict, breach, violation, default, right of termination, amendment, cancellation or acceleration, loss or creation, a "VIOLATION"“Violation”) pursuant to: (A) any provision of the certificate articles of incorporation or bylaws of the Company or any of its Subsidiaries, New Core or (B) except as would notas, individually or in the aggregate, constitute would not reasonably be expected to have a Company Material Adverse Effect andon New Core or, to the Knowledge of New Core, the Combined Company following the Merger, subject to obtaining or making the Required New Core Necessary Consents (as defined in Section 3.1(c)(iv)paragraph (iii) below), (I) any loan or credit agreement, note, instrument, mortgage, bond, indenture, lease, benefit plan or other agreementcontract, obligationagreement or obligation (a “Contract”) to which New Core is a party or by which it or any of its properties or assets is bound, instrumentor (II) any permit, permitconcession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company New Core or any Subsidiary of the Company or their respective its properties or assets. (iii) No consent, waiver, approval, order or authorization of, or registration, declaration or filing with, any national, state, municipal municipal, local or local foreign government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority (a "GOVERNMENTAL ENTITY"), “Governmental Entity”) or any other Person is required by or with respect to the Company or any of its Subsidiaries New Core in connection with the execution and delivery of this Agreement and the Ancillary Agreements by the Company New Core or the consummation by New Core of the Merger and the other Transactions transactions contemplated herebyhereby and thereby, except for those required under or in relation to (A) the Required Consents New Core Vote, (B) the FBCA with respect to the filing of articles of merger with the Florida Department of State in connection with the Merger, and such other (C) the consents, approvals, orders, authorizations, registrations, declarations and notices and/or filings the failure of which to make or obtain would not, individually or set forth in the aggregate, constitute a Company Material Adverse Effect. (ivSection 5.1(c)(iii) The Company and its Subsidiaries are not in violation of any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any Subsidiary of the Company or their respective properties or assets except for violations which, individually or in the aggregate, do not constitute a Company Material Adverse Effect. (v) As used herein, "REQUIRED CONSENTS" shall mean consentsNew Core Disclosure Schedule. Consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to any of the foregoing clauses (A) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), (B) state securities or "blue sky" laws (the "BLUE SKY LAWS"), through (C) the Securities Act of 1933, are hereinafter referred to as amended (the "SECURITIES ACT"), (D) the Exchange Act, (E) the filing of the Certificate of Merger under the DGCL, (F) rules and regulations of NASDAQ, (G) antitrust or other competition laws of other jurisdictions and (H) consents set forth on the Company Disclosure Schedule“New Core Necessary Consents.”

Authority; No Conflicts. (i) The Company has all requisite corporate power and authority to enter into this Agreement and to consummate the Transactions transactions contemplated hereby, subject in the case of the consummation of the Merger to the adoption and approval of this Agreement by Company Shareholder Approval and the Required Company Vote (filing and recordation of appropriate merger documents as defined in Section 3.1(g)), if required by lawthe GBCC. The execution and delivery of this Agreement and the consummation of the Transactions transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company, subject in the case of the consummation of the Merger to the adoption and approval of this Agreement by the Required Company VoteShareholder Approval. This Agreement has been duly executed and delivered by the Company and constitutes a valid and binding agreement of the Company, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally, generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (ii) The execution and delivery of this Agreement by the Company does not or will not, as the case may be, and the consummation by the Company of the Merger and the other Transactions transactions contemplated hereby will not not, conflict with, or result in any violation of, constitute or result in a default (with or without notice or lapse of time, or both) under, or give rise to a any right of of, or result by its terms in the, termination, amendment, cancellation or acceleration of any obligation or the loss of a any material benefit under, or the creation of a any Lien on on, or the loss of, any assets of the Company or any of its Subsidiaries (any such conflict, violation, default, right of termination, amendment, cancellation or acceleration, loss or creation, a "VIOLATION") pursuant to: to (A) any provision of the certificate articles of incorporation incorporation, bylaws, or bylaws other organizational or constitutive documents of the Company or any Subsidiary of its Subsidiaries, the Company or (B) except as would notas, individually or in the aggregate, constitute would not reasonably be expected to have a Company Material Adverse Effect and, subject to obtaining or making on the Required Consents (as defined in Section 3.1(c)(iv))Company, any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any Subsidiary of the Company or their respective properties or assets. (iii) No consent, approval, order or authorization of, clearance by, or registration, declaration or filing with, any national, state, municipal or local government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority (a "GOVERNMENTAL ENTITY"), Governmental Entity is required by or with respect to the Company or any Subsidiary of its Subsidiaries the Company in connection with the execution and delivery of this Agreement by the Company or the consummation of the Merger and the other Transactions transactions contemplated hereby, except for the Required Necessary Consents and such other consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain would notobtain, individually or in the aggregate, constitute would not reasonably be expected to have a Company Material Adverse Effect. (iv) The Company and its Subsidiaries are not in violation of any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any Subsidiary of the Company or their respective properties or assets except for violations which, individually or in the aggregate, do not constitute a Company Material Adverse Effect. (v) As used herein, "REQUIRED CONSENTS" shall mean consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to (A) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), (B) state securities or "blue sky" laws (the "BLUE SKY LAWS"), (C) the Securities Act of 1933, as amended (the "SECURITIES ACT"), (D) the Exchange Act, (E) the filing of the Certificate of Merger under the DGCL, (F) rules and regulations of NASDAQ, (G) antitrust or other competition laws of other jurisdictions and (H) consents set forth Effect on the Company Disclosure ScheduleCompany.

Authority; No Conflicts. (ia) The Company Subject to required regulatory and shareholder approvals, the Buyer has all requisite the corporate power and authority necessary to enter into execute, deliver and perform its obligations under this Agreement and to consummate the Transactions transactions contemplated hereby. Subject to required shareholder approval, subject in the case of the consummation of the Merger to the adoption of this Agreement by the Required Company Vote (as defined in Section 3.1(g)), if required by law. The execution and delivery of and performance of its obligations under this Agreement and the other documents contemplated hereby, and the consummation of the Transactions transactions contemplated hereby herein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of the Company, subject in the case of the consummation of the Merger to the adoption of this Agreement by the Required Company VoteBuyer. This Agreement has been duly executed and delivered by the Company and constitutes represents a valid legal, valid, and binding agreement obligation of the CompanyBuyer, enforceable against it in accordance with its terms, terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting the enforcement of creditors' rights generally and similar laws except that the availability of specific performance, injunctive relief and other equitable remedies is subject to the discretion of the court before which any proceeding may be brought). To the Knowledge of the Buyer, there is no fact or condition relating to or affecting creditors generally, by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (ii) The execution and delivery of this Agreement does not and the Buyer that would prevent all regulatory approvals required for the consummation of the Merger and the other Transactions transactions contemplated hereby will not conflict with, result in any violation of, constitute a default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, amendment, cancellation or acceleration of any obligation or the loss of a material benefit under, or the creation of a Lien on any assets of the Company or any of its Subsidiaries (any such conflict, violation, default, right of termination, amendment, cancellation or acceleration, loss or creation, a "VIOLATION") pursuant to: (A) any provision of the certificate of incorporation or bylaws of the Company or any of its Subsidiaries, or (B) except as would not, individually or in the aggregate, constitute a Company Material Adverse Effect and, subject to obtaining or making the Required Consents (as defined in Section 3.1(c)(iv)), any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any Subsidiary of the Company or their respective properties or assetsfrom being obtained. (iiib) No consent, approval, order or authorization of, or registration, declaration or filing with, any national, state, municipal or local government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority (a "GOVERNMENTAL ENTITY"), is required by or with respect to the Company or any of its Subsidiaries in connection with Neither the execution and delivery of this Agreement by the Company or Buyer, nor the consummation by the Buyer of the transactions contemplated hereby, nor compliance by the Buyer with any of the provisions hereof will (i) conflict with or result in a breach of any provision of the Buyer's articles of incorporation or bylaws, (ii) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of the Buyer under, any Contract or Permit of the Buyer, except as could not reasonably be expected to have a Material Adverse Effect on the Buyer, or (iii) subject to obtaining the requisite Consents referred to in Section 8.1 of this Agreement, violate any Law or Order applicable to the Buyer or any of its respective Assets. (c) Other than in connection or compliance with the provisions of the Securities Laws and banking Regulatory Authorities, no notice to, filing with, or Consent of, any Governmental Authority is necessary for the consummation by the Buyer of the Merger and the other Transactions transactions contemplated hereby, except for the Required Consents and such other consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain would not, individually or in the aggregate, constitute a Company Material Adverse Effectthis Agreement. (iv) The Company and its Subsidiaries are not in violation of any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any Subsidiary of the Company or their respective properties or assets except for violations which, individually or in the aggregate, do not constitute a Company Material Adverse Effect. (v) As used herein, "REQUIRED CONSENTS" shall mean consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to (A) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), (B) state securities or "blue sky" laws (the "BLUE SKY LAWS"), (C) the Securities Act of 1933, as amended (the "SECURITIES ACT"), (D) the Exchange Act, (E) the filing of the Certificate of Merger under the DGCL, (F) rules and regulations of NASDAQ, (G) antitrust or other competition laws of other jurisdictions and (H) consents set forth on the Company Disclosure Schedule.

Authority; No Conflicts. (ia) The Company Buyer has all requisite corporate the full capacity, power and authority to enter into execute and deliver this Agreement and each other Transaction Agreement to which Buyer is a party, to perform its obligations hereunder and thereunder, and to consummate the Transactions contemplated hereby, subject in the case of the consummation of the Merger to the adoption of this Agreement by the Required Company Vote (as defined in Section 3.1(g)), if required by lawTransactions. The execution execution, delivery and delivery performance by Buyer of this Agreement and the consummation each of the Transactions contemplated hereby have Transaction Agreements to which it is a party has been duly and validly authorized by all necessary Buyer and no additional corporate action on or stockholder authorization or consent by Buyer is required in connection therewith. Buyer has duly and validly executed and delivered this Agreement and each other Transaction Agreement to which Buyer is a party. Assuming the part due authorization, execution and delivery by the other parties hereto and thereto, this Agreement and each other Transaction Agreement to which Buyer is a party constitutes the legal, valid and binding obligation of the CompanyBuyer enforceable against Buyer in accordance with their respective terms, subject in the each case of the consummation of the Merger to the adoption effect of this Agreement by the Required Company Vote. This Agreement has been duly executed and delivered by the Company and constitutes a valid and binding agreement of the Companyany applicable bankruptcy, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcyreorganization, insolvency, reorganizationmoratorium, moratorium and rehabilitation, liquidation, fraudulent conveyance, preferential transfer or similar laws now or hereafter in effect relating to or affecting creditors generallycreditors’ rights and remedies generally and subject, by as to enforceability, to the effect of general equity equitable principles (regardless of whether such enforceability enforcement is considered sought in a proceeding in equity or at law). (iib) The execution and delivery by Buyer of this Agreement does and each other Transaction Agreement to which Buyer is a party, the performance by the Buyer of its obligations hereunder and thereunder do not and the consummation of the Merger and the other Transactions contemplated hereby will not conflict (i) require Buyer to make any declaration, filing or registration with, result in or provide any violation ofnotice to, constitute a default any Governmental Body or obtain any Governmental Authorization (except for such registrations with the SEC as may be required pursuant to the Registration Rights Agreement), (ii) except as have been obtained, require any consent from or without notice or lapse of timeto any Person, or both(iii) under, violate or give rise to a right of termination, amendment, cancellation or acceleration of any obligation or the loss of a material benefit under, or the creation of a Lien on any assets of the Company or any of its Subsidiaries (any such conflict, violation, default, right of termination, amendment, cancellation or acceleration, loss or creation, a "VIOLATION") pursuant to: (A) contravene any provision of the certificate Organizational Documents of incorporation or bylaws of the Company or any of its Subsidiaries, or (B) except as would not, individually or in the aggregate, constitute a Company Material Adverse Effect and, subject to obtaining or making the Required Consents (as defined in Section 3.1(c)(iv)), any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any Subsidiary of the Company or their respective properties or assetsBuyer. (iiic) No consentThe Stock Consideration has been duly authorized by Buyer and, approvalwhen issued in accordance with the terms of this Agreement, order or authorization ofwill be validly issued, fully paid and nonassessable. (d) There is no pending Proceeding that has been commenced against Buyer that challenges, or registrationmay have the effect of preventing, declaration delaying, making illegal, or filing otherwise interfering with, any national, state, municipal or local government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority (a "GOVERNMENTAL ENTITY"), is required by 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 of the Merger and the other Transactions contemplated herebyand, except for the Required Consents and to Buyer’s Knowledge, no such other consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain would not, individually or in the aggregate, constitute a Company Material Adverse EffectProceeding has been Threatened. (iv) The Company and its Subsidiaries are not in violation of any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any Subsidiary of the Company or their respective properties or assets except for violations which, individually or in the aggregate, do not constitute a Company Material Adverse Effect. (v) As used herein, "REQUIRED CONSENTS" shall mean consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to (A) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), (B) state securities or "blue sky" laws (the "BLUE SKY LAWS"), (C) the Securities Act of 1933, as amended (the "SECURITIES ACT"), (D) the Exchange Act, (E) the filing of the Certificate of Merger under the DGCL, (F) rules and regulations of NASDAQ, (G) antitrust or other competition laws of other jurisdictions and (H) consents set forth on the Company Disclosure Schedule.

Authority; No Conflicts. (ia) The Company Each of Parent and Purchaser has all requisite corporate power and authority to enter into this Agreement and to consummate the Transactions contemplated hereby, subject in the case of the consummation of the Merger to the adoption of this Agreement by the Required Company Vote (as defined in Section 3.1(g)), if required by lawTransactions. The execution execu tion and delivery of this Agreement and the consummation of the Transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company, subject in the case of the consummation of the Merger to the adoption of this Agreement by the Required Company VoteParent and Purchaser. This Agreement has been duly executed and delivered by the Company each of Parent and Purchaser and constitutes a the valid and binding agreement of the CompanyParent and Purchaser, enforceable against it each of them in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally, generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (iib) The execution and delivery of this Agreement by each of Parent and Purchaser does not not, and the consummation by Purchaser of the Merger and the other Transactions contemplated hereby will not not, conflict with, or result in any violation of, or constitute a default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, amendment, cancellation or acceleration of any obligation or the loss of a material benefit under, or the creation of a Lien on any assets of the Company or any of its Subsidiaries (any such conflict, violation, default, right of termination, amendment, cancellation or acceleration, loss or creation, a "VIOLATION") pursuant Violation pursu- ant to: (A) any provision of the certificate of incorporation or bylaws (or equivalent organizational documents) of the Company Parent or Purchaser or any material Subsidiary of its SubsidiariesParent, or (B) except as would notas, individually or in the aggregate, constitute would not reasonably be expected to have a Company Material Adverse Effect andmaterial adverse effect on Parent's or Purchaser's ability to consummate the Offer or the Merger, subject to obtaining or making the Required Consents consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (as defined in Section 3.1(c)(iv))c) below, any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company Parent or Purchaser, any Subsidiary of the Company material Subsidiary, or their respective properties or assets. (iiic) No consent, approval, order or authorization of, or registration, declaration or filing with, any national, state, municipal or local government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority (a "GOVERNMENTAL ENTITY"), Governmental Entity is required by or with respect to the Company Parent or Purchaser or any Subsidiary of its Subsidiaries Parent in connection with the execution and delivery of this Agreement by the Company Parent or Purchaser or the consummation of the Merger and the other Transactions contemplated herebyTransactions, except for the Required Consents and such other consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain would not, individually or in the aggregate, constitute a Company Material Adverse EffectNecessary Consents. (iv) The Company and its Subsidiaries are not in violation of any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any Subsidiary of the Company or their respective properties or assets except for violations which, individually or in the aggregate, do not constitute a Company Material Adverse Effect. (v) As used herein, "REQUIRED CONSENTS" shall mean consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to (A) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), (B) state securities or "blue sky" laws (the "BLUE SKY LAWS"), (C) the Securities Act of 1933, as amended (the "SECURITIES ACT"), (D) the Exchange Act, (E) the filing of the Certificate of Merger under the DGCL, (F) rules and regulations of NASDAQ, (G) antitrust or other competition laws of other jurisdictions and (H) consents set forth on the Company Disclosure Schedule.

Authority; No Conflicts. (i) The Company Anthem has all requisite corporate power and authority to enter into this Agreement and to consummate the Transactions transactions contemplated hereby, including the issuance of the shares of Anthem Common Stock to be issued in the Merger, including in respect of the Vested Cigna Stock Options (the “Share Issuance”) and in respect of the Converted Options and Converted Other Stock Awards, subject in the case of the consummation of the Merger Share Issuance to the adoption of this Agreement by obtaining the Required Company Anthem Vote (as defined in Section 3.1(g)), if required by law. The execution and delivery of this Agreement and the consummation of the Transactions transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the CompanyAnthem, subject in the case of the consummation of the Merger Share Issuance to the adoption of this Agreement by obtaining the Required Company Anthem Vote. This Agreement has been duly executed and delivered by the Company and Anthem and, assuming that this Agreement constitutes a valid and binding agreement of the CompanyCigna, constitutes a valid and binding agreement of Anthem, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally, generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law)) or by an implied covenant of good faith and fair dealing. (ii) The execution and delivery of this Agreement by Anthem does not not, and the consummation by Anthem of the Merger Mergers and the other Transactions transactions contemplated hereby will not not, conflict with, or result in any violation of, or constitute a default (with or without notice or lapse of time, or both) under, or trigger a payment under, or give rise to a right of termination, amendment, cancellation or acceleration of any obligation or the loss of a material benefit under, or the creation of a Lien on any assets of the Company or any of its Subsidiaries (any such conflict, violation, default, payment trigger, right of termination, amendment, cancellation or acceleration, loss or creation, is hereinafter referred to as a "VIOLATION"“Violation”) pursuant to: (A) any provision of (1) the certificate articles of incorporation or bylaws or equivalent organizational document of the Company Anthem or any material Subsidiary of its Subsidiaries, Anthem or (2) the BCBSA Licenses or the BCBSA Rules or (B) except as would notnot reasonably be expected to have, individually or in the aggregate, constitute a Company Material Adverse Effect andon Anthem, and subject to obtaining or making the Required Consents (as defined consents, approvals, orders, authorizations, registrations, declarations and filings referred to in Section 3.1(c)(iv)3.1(c)(iii), any loan or credit agreement, security agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, contract, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company Anthem or any material Subsidiary of the Company Anthem or their respective properties or assets. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, any supranational, national, state, municipal municipal, local or local foreign government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority (a "GOVERNMENTAL ENTITY"), “Governmental Entity”) or expiry of any related waiting period is required by or with respect to the Company Anthem or any material Subsidiary of its Subsidiaries Anthem in connection with the execution and delivery of this Agreement by the Company Anthem or Merger Sub or the consummation of the Merger and the other Transactions transactions contemplated hereby, except for the Required Consents and such other consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain would not, individually or in the aggregate, constitute a Company Material Adverse Effect. (iv) The Company and its Subsidiaries are not in violation of any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any Subsidiary of the Company or their respective properties or assets except for violations which, individually or in the aggregate, do not constitute a Company Material Adverse Effect. (v) As used herein, "REQUIRED CONSENTS" shall mean consents, approvals, orders, authorizations, registrations, declarations and filings those required under or in relation to (A) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended 1976 (the "“HSR ACT")Act”) and such other consents, registrations, declarations, notices or filings as are required to be made or obtained under any foreign antitrust laws; (B) state securities or "“blue sky" ” laws (the "BLUE SKY LAWS"“Blue Sky Laws”), ; (C) the Securities Act of 1933, as amended 1933 (the "SECURITIES ACT"“Securities Act”), ; (D) the Exchange Act, ; (E) the DGCL with respect to the filing of the Certificate of Merger under the DGCL, Merger; (F) the IBCL and the DGCL with respect to the filing of articles of merger and a certificate of merger (as applicable) in connection with the Second Merger; (G) rules and regulations of NASDAQ, (G) antitrust or other competition laws of other jurisdictions and the NYSE; (H) consents consents, orders and filings with foreign, federal and state departments of health, insurance departments, financial services departments and other consents, orders and filings, including those required under applicable state insurance antitrust laws, Healthcare Laws, Medicare, Medicaid or similar programs or Centers for Medicare and Medicaid Services as set forth in Section 3.1(c)(iii) of the Anthem Disclosure Letter; and (I) such consents, approvals, orders, authorizations, registrations, declarations, licenses and filings and expiry of waiting periods the failure of which to make or obtain, or expire, as the case may be, would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Anthem. Consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to any of the Company Disclosure Scheduleforegoing clauses (A) through (H) are hereinafter referred to as “Necessary Consents”.

Authority; No Conflicts. (i) The Company has all requisite corporate power and authority to enter into this Agreement and to consummate the Transactions transactions contemplated hereby, subject in the case of the consummation of the Merger to the adoption of this Agreement by the Required Company Vote (as defined in Section 3.1(g3.2(g)), if required by law. The execution and delivery of this Agreement and the consummation of the Transactions transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company, subject in the case of the consummation of the Merger to the adoption of this Agreement by the Required Company Vote. This Agreement has been duly executed and delivered by the Company and constitutes a valid and binding agreement of the Company, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally, generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (ii) The execution and delivery of this Agreement by the Company does not not, and the consummation by the Company of the Merger and the other Transactions transactions contemplated hereby will not not, conflict with, or result in any violation of, constitute a default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, amendment, cancellation or acceleration of any obligation or the loss of a material benefit under, or the creation of a Lien on any assets of the Company or any of its Subsidiaries (any such conflict, violation, default, right of termination, amendment, cancellation or acceleration, loss or creation, a "VIOLATION") Violation pursuant to: (A) any provision of the certificate Certificate of incorporation Incorporation or bylaws By-laws of the Company or any similar governing documents of its Subsidiariesany material Subsidiary of the Company, (B) the Company Stockholders Agreement (as defined below), or (BC) except as would notas, individually or in the aggregate, constitute would not reasonably be expected to have a Company Material Adverse Effect and, subject to obtaining or making on the Required Consents (as defined in Section 3.1(c)(iv))Company, any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any Subsidiary of the Company or their respective properties or assets. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, any national, state, municipal or local government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority (a "GOVERNMENTAL ENTITY"), Governmental Entity is required by or with respect to the Company or any Subsidiary of its Subsidiaries the Company in connection with the execution and delivery of this Agreement by the Company or the consummation of the Merger and the other Transactions transactions contemplated hereby, except for the Required Necessary Consents and such other consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain would notobtain, individually or in the aggregate, constitute would not reasonably be expected to have a Company Material Adverse Effect. (iv) The Company and its Subsidiaries are not in violation of any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any Subsidiary of the Company or their respective properties or assets except for violations which, individually or in the aggregate, do not constitute a Company Material Adverse Effect. (v) As used herein, "REQUIRED CONSENTS" shall mean consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to (A) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), (B) state securities or "blue sky" laws (the "BLUE SKY LAWS"), (C) the Securities Act of 1933, as amended (the "SECURITIES ACT"), (D) the Exchange Act, (E) the filing of the Certificate of Merger under the DGCL, (F) rules and regulations of NASDAQ, (G) antitrust or other competition laws of other jurisdictions and (H) consents set forth Effect on the Company Disclosure ScheduleCompany.

Authority; No Conflicts. (i) The Company Purchaser has all requisite corporate power and authority to enter into this Agreement and to consummate the Transactions contemplated herebyMerger, subject in the case of the consummation of the Merger to the adoption of this Agreement by the Required Company Vote Financing (as defined in Section 3.1(g3.1(f)(ii)), if required by law) and the other transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Transactions Merger, the Financing and the other transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company, subject in the case of the consummation of the Merger to the adoption of this Agreement by the Required Company VotePurchaser. This Agreement has been duly executed and delivered by the Company and Purchaser and, assuming that this Agreement constitutes a valid and binding agreement of the Company, constitutes a valid and binding agreement of Purchaser, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws Laws relating to or affecting creditors generally, generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at lawLaw). (ii) The execution and delivery of this Agreement by Purchaser does not not, and the consummation by Purchaser of the Merger Merger, the Financing and the other Transactions transactions contemplated hereby will not not, conflict with, or result in any violation of, or constitute a default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, amendment, cancellation or acceleration of any obligation or the loss of a material benefit under, or the creation of a Lien (as defined in Section 8.14(p)) (other than Permitted Liens (as defined in Section 8.14(v)) on any assets of the Company or any of its Subsidiaries (any such conflict, violation, default, right of termination, amendment, cancellation or acceleration, loss or creation, is hereinafter referred to as a "VIOLATION"“Violation”) pursuant to: (A) any provision of the certificate articles of incorporation or bylaws of the Company or any of its Subsidiaries, Purchaser or (B) except as would notnot reasonably be expected to have, individually or in the aggregate, constitute a Company Material Adverse Effect andon Purchaser, and subject to obtaining or making the Required Consents (as defined in Section 3.1(c)(iv8.14(i)), Orders (as defined in Section 8.14(t)) and Filings (as defined in Section 8.14(k)) referred to in paragraph (iii) below, any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule Order or regulation Law applicable to the Company Purchaser or any Subsidiary of the Company or their respective its properties or assets. (iii) No consent, approval, order Consent or authorization Order of, or registration, declaration or filing Filing with, any supranational, national, state, municipal municipal, local or local foreign government, any instrumentality, subdivision, court, arbitrator or arbitrator panel, regulatory or administrative agency or commission commission, or other authority thereof, or any regulatory or quasi-governmental regulatory organization or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority (a "GOVERNMENTAL ENTITY"), “Governmental Entity”) or expiry of any related waiting period is required by or with respect to the Company or any of its Subsidiaries Purchaser in connection with the execution and delivery of this Agreement by the Company Purchaser or Merger Sub or the consummation of the Merger and the other Transactions transactions contemplated hereby, except for the Required Consents and such other consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain would not, individually or in the aggregate, constitute a Company Material Adverse Effect. (iv) The Company and its Subsidiaries are not in violation of any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any Subsidiary of the Company or their respective properties or assets except for violations which, individually or in the aggregate, do not constitute a Company Material Adverse Effect. (v) As used herein, "REQUIRED CONSENTS" shall mean consents, approvals, orders, authorizations, registrations, declarations and filings those required under or in relation to (A) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "“HSR ACT"Act”), ; (B) state securities or "“blue sky" laws ” Laws (the "BLUE SKY LAWS"“Blue Sky Laws”), ; (C) the Securities Act of 1933, as amended (the "SECURITIES ACT"), Exchange Act; (D) the Exchange Act, (E) DGCL with respect to the filing of the Certificate of Merger under the DGCL, Merger; (FE) rules and regulations of NASDAQthe NYSE; (F) federal and state departments of health, state insurance departments and other Consents, Orders and Filings, including those required under Health Care Laws (as defined in Section 8.14(m)) or required by CMS (as defined in Section 5.3(f)), Medicare, Medicaid or similar Programs (as defined in Section 8.14(x)) as set forth in Section 3.1(b)(iii) of the Purchaser Disclosure Schedule (the “Healthcare Regulatory Approvals”); and (G) antitrust such Consents or other competition laws Orders of, and Filings with any Governmental Entity and expiry of other jurisdictions and (H) consents set forth waiting periods the failure of which to make or obtain or expire would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company Disclosure SchedulePurchaser.

Authority; No Conflicts. (ia) The Subject to required regulatory and shareholder approvals, the Company has all requisite the corporate power and authority necessary to enter into execute, deliver and perform its obligations under this Agreement and to consummate the Transactions transactions contemplated hereby. Subject to required shareholder approval, subject in the case execution, delivery and performance of the consummation of the Merger to the adoption of Company's obligations under this Agreement by and the Required Company Vote (as defined in Section 3.1(g)), if required by law. The execution and delivery of this Agreement other documents contemplated hereby and the consummation of the Transactions transactions contemplated hereby herein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of the Company, subject in the case of the consummation of the Merger to the adoption of this Agreement by the Required Company Vote. This Agreement has been duly executed and delivered by the Company and constitutes represents a legal, valid and binding agreement obligation of the Company, enforceable against it the Company in accordance with its terms, terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting the enforcement of creditors' rights generally and similar laws except that the availability of specific performance, injunctive relief and other equitable remedies is subject to the discretion of the court before which any proceeding may be brought). To the Knowledge of the Company, there is no fact or condition relating to or affecting creditors generally, by general equity principles (regardless the Company that would prevent all regulatory approvals required for the consummation of whether such enforceability is considered in a proceeding in equity or at law)the transactions contemplated hereby from being obtained. (iib) The Neither the execution and delivery of this Agreement does not and by the Company, nor the consummation by the Company of the Merger and transactions contemplated hereby, nor compliance by the other Transactions contemplated hereby Company with any of the provisions hereof, will not (i) conflict with, with or result in a breach of any violation ofprovision of the Company's articles of incorporation, charter, bylaws or any other similar governing document, (ii) constitute or result in a default (with or without notice or lapse of time, or both) Default under, or give rise to a right of termination, amendment, cancellation or acceleration of require any obligation or the loss of a material benefit underConsent pursuant to, or result in the creation of a any Lien on any assets Asset of the Company or any of its Subsidiaries (under, any such conflict, violation, default, right of termination, amendment, cancellation Contract or acceleration, loss or creation, a "VIOLATION") pursuant to: (A) any provision of the certificate of incorporation or bylaws Permit of the Company or any of its Subsidiaries, or (B) except as would not, individually or in the aggregate, constitute could not reasonably be expected to have a Company Material Adverse Effect andon the Company, or (iii) subject to obtaining or making the Required requisite Consents (as defined referred to in Section 3.1(c)(iv))8.1 of this Agreement, violate any loan Law or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation Order applicable to the Company or any Subsidiary of the Company or their respective properties or assets. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, any national, state, municipal or local government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority (a "GOVERNMENTAL ENTITY"), is required by or with respect to the Company or any of its Subsidiaries or any of their respective Assets. (c) Other than in connection or compliance with the execution provisions of the Securities Laws and delivery of this Agreement banking Regulatory Authorities, no notice to, filing with, or Consent of, any Governmental Authority is necessary for the consummation by the Company or the consummation of the Merger and the other Transactions transactions contemplated hereby, except for the Required Consents and such other consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain would not, individually or in the aggregate, constitute a Company Material Adverse Effectthis Agreement. (iv) The Company and its Subsidiaries are not in violation of any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any Subsidiary of the Company or their respective properties or assets except for violations which, individually or in the aggregate, do not constitute a Company Material Adverse Effect. (v) As used herein, "REQUIRED CONSENTS" shall mean consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to (A) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), (B) state securities or "blue sky" laws (the "BLUE SKY LAWS"), (C) the Securities Act of 1933, as amended (the "SECURITIES ACT"), (D) the Exchange Act, (E) the filing of the Certificate of Merger under the DGCL, (F) rules and regulations of NASDAQ, (G) antitrust or other competition laws of other jurisdictions and (H) consents set forth on the Company Disclosure Schedule.

Authority; No Conflicts. (ia) The Subject to required regulatory and shareholder approvals, each of the Company Parties has all requisite the corporate power and authority necessary to enter into execute, deliver and perform its obligations under this Agreement and to consummate the Transactions transactions contemplated hereby. The execution, subject in the case delivery and performance of each of the consummation of the Merger to the adoption of this Agreement by the Required Company Vote (as defined in Section 3.1(g)), if required by law. The execution and delivery of Parties' obligations under this Agreement and the consummation of the Transactions transactions contemplated hereby hereby, including the Mergers, have been duly and validly authorized by all necessary corporate action (and by Closing, all such shareholder action) in respect thereof on the part of the Company, subject in the case each of the consummation of the Merger to the adoption of this Agreement by the Required Company VoteParties. This Agreement has been duly executed and delivered by the Company and constitutes represents a legal, valid and binding agreement obligation of each of the CompanyCompany Parties, enforceable against it each of the Company Parties in accordance with its terms, terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting the enforcement of creditors' rights generally and similar laws relating except that the availability of specific performance, injunctive relief and other equitable remedies is subject to or affecting creditors generally, by general equity principles (regardless the discretion of whether such enforceability is considered in a the court before which any proceeding in equity or at lawmay be brought). (iib) The execution and delivery of this Agreement does not and the consummation of the Merger and the other Transactions contemplated hereby will not conflict with, result in any violation of, constitute a default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, amendment, cancellation or acceleration of any obligation or the loss of a material benefit under, or the creation of a Lien on any assets of the Company or any of its Subsidiaries (any such conflict, violation, default, right of termination, amendment, cancellation or acceleration, loss or creation, a "VIOLATION") pursuant to: (A) any provision of the certificate of incorporation or bylaws of the Company or any of its Subsidiaries, or (B) except as would not, individually or in the aggregate, constitute a Company Material Adverse Effect and, subject to obtaining or making the Required Consents (as defined in Section 3.1(c)(iv)), any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any Subsidiary of the Company or their respective properties or assets. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, any national, state, municipal or local government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority (a "GOVERNMENTAL ENTITY"), is required by or with respect to the Company or any of its Subsidiaries in connection with Neither the execution and delivery of this Agreement by the Company or Parties, nor the consummation by the Company Parties of the Merger and the other Transactions transactions contemplated hereby, except for nor compliance by the Required Consents and such Company Parties with any of the provisions hereof, will (i) conflict with or result in a breach of any provision of the Company Parties' articles of incorporation, charter, bylaws or any other consentssimilar governing document, approvalsor (ii) constitute or result in a Default under, ordersor require any Consent pursuant to, authorizations, registrations, declarations and filings the failure of which to make or obtain would not, individually or result in the aggregatecreation of any Lien on any Asset of the Company or any of its subsidiaries under, constitute any Contract or Permit of the Company or any of its subsidiaries, except as could not reasonably be expected to have a Company Material Adverse Effect. Effect on the Company, or (iviii) The Company and its Subsidiaries are not subject to obtaining the requisite Consents referred to in violation SECTION 9.1(B) of this Agreement, violate any judgment, order, decree, statute, law, ordinance, rule Law or regulation Order applicable to the Company or any Subsidiary of the Company its subsidiaries or any of their respective properties or assets except for violations which, individually or in the aggregate, do not constitute a Company Material Adverse EffectAssets. (vc) As used herein, "REQUIRED CONSENTS" shall mean consents, approvals, orders, authorizations, registrations, declarations and filings required under Other than in connection or in relation to (A) compliance with the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act provisions of 1976, as amended (the "HSR ACT"), (B) state securities or "blue sky" laws (the "BLUE SKY LAWS"), (C) the Securities Act of 1933Laws and banking Regulatory Authorities, as amended (no notice to, filing with, or Consent of, any Governmental Authority is necessary for the "SECURITIES ACT"), (D) consummation by the Exchange Act, (E) Company and the filing Company Bank of the Certificate of Merger under Mergers and the DGCL, (F) rules and regulations of NASDAQ, (G) antitrust or other competition laws of other jurisdictions and (H) consents set forth on the Company Disclosure Scheduletransactions contemplated in this Agreement.

Authority; No Conflicts. (ia) The Company has all requisite corporate power and authority to enter into this Agreement and and, subject to obtaining requisite shareholder approval, to consummate the Transactions Merger and other transactions contemplated hereby, subject in the case of the consummation of the Merger to the adoption of this Agreement by the Required Company Vote (as defined in Section 3.1(g)), if required by law. The execution and delivery of this Agreement and the consummation of the Transactions Merger and other transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company, subject in only to the case approval of the consummation of the Merger to the adoption principal terms of this Agreement and the Merger by the Required vote of the holders of at least a majority of the Company VoteCapital Stock. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Merger Sub, constitutes a the valid and binding agreement obligation of the Company, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium bankruptcy and other similar laws relating to or affecting creditors generally, by and general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law)equity. (iib) The Except as set forth in Section 2.6(b) of the Company Disclosure Letter, the execution and delivery of this Agreement by the Company does not not, and the consummation of the Merger and the other Transactions transactions contemplated hereby will not not, conflict with, or result in any violation of, constitute a or default under (with or without notice or lapse of time, or both) under), or give rise to a right of termination, amendment, cancellation or acceleration of any obligation or the loss of any benefit under (i) any provision of the Company Articles or Company Bylaws, (ii) any mortgage, indenture, lease, contract or other agreement to which the Company is a material benefit under, party or by which the Company or the creation of a Lien on any assets of the Company or any of its Subsidiaries (is bound, except for any such conflict, violation, default, right of termination, amendment, cancellation or acceleration, loss or creation, a "VIOLATION") pursuant to: (A) any provision of the certificate of incorporation or bylaws of the Company or any of its Subsidiaries, or (B) except as which would notnot reasonably be expected to have, individually or in the aggregate, constitute a Company Material Adverse Effect andor (iii) any permit, subject to obtaining or making the Required Consents (as defined in Section 3.1(c)(iv)), any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permitconcession, franchise, license (including, without limitation, any liquor license), judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company Company, or any Subsidiary of the Company or their respective its properties or assets. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, any national, state, municipal or local government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasi-governmental standard or private body exercising requirement of any regulatory, taxing, importing or other governmental or quasi-governmental authority Accrediting Body (a "GOVERNMENTAL ENTITY"as defined below), is required by 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 of the Merger and the other Transactions contemplated hereby, except for the Required Consents and any such other consentsconflict, approvalsviolation, ordersdefault, authorizations, registrations, declarations and filings the failure of right or loss which could not reasonably be expected to make or obtain would nothave, individually or in the aggregate, constitute a Company Material Adverse Effect. (iv) The Company and its Subsidiaries are not in violation of any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any Subsidiary of the Company or their respective properties or assets except for violations which, individually or in the aggregate, do not constitute a Company Material Adverse Effect. (v) As used herein, "REQUIRED CONSENTS" shall mean consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to (A) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), (B) state securities or "blue sky" laws (the "BLUE SKY LAWS"), (C) the Securities Act of 1933, as amended (the "SECURITIES ACT"), (D) the Exchange Act, (E) the filing of the Certificate of Merger under the DGCL, (F) rules and regulations of NASDAQ, (G) antitrust or other competition laws of other jurisdictions and (H) consents set forth Effect on the Company Disclosure ScheduleCompany.

Authority; No Conflicts. (i) The Company Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and in all other jurisdictions in which the nature of its activities makes such qualification necessary. Buyer has all requisite corporate power and authority to enter into this Agreement and to consummate the Transactions transactions contemplated herebyhereby and thereby. All corporate acts and other proceedings required to be taken by Buyer to authorize the execution, subject in the case of the consummation of the Merger to the adoption of this Agreement by the Required Company Vote (as defined in Section 3.1(g)), if required by law. The execution delivery and delivery performance of this Agreement and the consummation of the Transactions transactions contemplated hereby and thereby have been or at the time of Closing will be duly authorized by all necessary corporate action on the part of the Company, subject in the case of the consummation of the Merger to the adoption of this Agreement by the Required Company Voteand properly taken. This Agreement has been duly and validly executed and delivered by the Company Buyer and constitutes a legal, valid and binding agreement obligation of the Company, Buyer enforceable against it Buyer in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally, by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (ii) The execution and delivery by Buyer of this Agreement does not do not, and the performance by Buyer of its obligations under this Agreement and the consummation of the Merger and the other Transactions transactions contemplated hereby and thereby will not conflict with, not: (A) Conflict with or result in a violation or breach of any of the terms, conditions or provisions of the certificate of incorporation or by-laws of Buyer; (B) Conflict with or result in a violation or breach of any term or provision of any Law or Order applicable to Buyer or any of its assets and properties other than such conflicts, violations or breaches which could not in the aggregate reasonably be expected to adversely affect the validity or enforceability of this Agreement; or (C) (i) Conflict with or result in a violation or breach of, (ii) constitute a default (with or without notice or lapse of time, time or both) a default under, (iii) require Buyer to obtain any consent, approval or action of, make any filing with or give rise any notice to any Person as a right of terminationresult or under the terms of, amendment, cancellation or acceleration (iv) result in the creation or imposition of any obligation or the loss of a material benefit under, or the creation of a Lien on any assets of the Company upon Buyer or any of its Subsidiaries (assets or properties under, any such conflict, violation, default, right of termination, amendment, cancellation contract to which Buyer is a party or acceleration, loss or creation, a "VIOLATION") pursuant to: (A) any provision of the certificate of incorporation or bylaws of the Company or by which any of its Subsidiaries, or (B) except as would not, individually or in the aggregate, constitute a Company Material Adverse Effect and, subject to obtaining or making the Required Consents (as defined in Section 3.1(c)(iv)), any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any Subsidiary of the Company or their respective assets and properties or assetsis bound. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, any national, state, municipal or local government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority (a "GOVERNMENTAL ENTITY"), is required by 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 of the Merger and the other Transactions contemplated hereby, except for the Required Consents and such other consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain would not, individually or in the aggregate, constitute a Company Material Adverse Effect. (iv) The Company and its Subsidiaries are not in violation of any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any Subsidiary of the Company or their respective properties or assets except for violations which, individually or in the aggregate, do not constitute a Company Material Adverse Effect. (v) As used herein, "REQUIRED CONSENTS" shall mean consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to (A) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), (B) state securities or "blue sky" laws (the "BLUE SKY LAWS"), (C) the Securities Act of 1933, as amended (the "SECURITIES ACT"), (D) the Exchange Act, (E) the filing of the Certificate of Merger under the DGCL, (F) rules and regulations of NASDAQ, (G) antitrust or other competition laws of other jurisdictions and (H) consents set forth on the Company Disclosure Schedule.

Authority; No Conflicts. (i) The Company MCI has all requisite corporate power and authority to enter into this Agreement and to consummate the Transactions transactions contemplated hereby, subject in the case of the consummation of the Merger to the adoption of this Agreement by the Required Company Vote MCI Votes (as defined in Section 3.1(g3.1(f)), if required by law. The execution and delivery of this Agreement and the consummation of the Transactions transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the CompanyMCI, subject in the case of the consummation of the Merger to the adoption of this Agreement by the Required Company VoteMCI Votes. This Agreement has been duly executed and delivered by the Company MCI and constitutes a valid and binding agreement of the CompanyMCI, enforceable against it in accordance with its terms, except as 19 11 such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally, by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law)) or by an implied covenant of good faith and fair dealing. (ii) The execution and delivery of this Agreement does not or will not, as the case may be, and the consummation of the Merger and the other Transactions transactions contemplated hereby will not not, conflict with, or result in any violation of, or constitute a default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, amendment, cancellation or acceleration of any obligation or the loss of a material benefit under, or the creation of a Lien lien, pledge, security interest, charge or other encumbrance on any assets of the Company or any of its Subsidiaries (any such conflict, violation, default, right of termination, amendment, cancellation or acceleration, loss or creation, a "VIOLATIONViolation") pursuant to: (A) any provision of the certificate of incorporation or bylaws by-laws of the Company MCI or any Subsidiary of its SubsidiariesMCI, or (B) except as would not, individually or in the aggregate, constitute not have a Company Material Adverse Effect on MCI and, subject to obtaining or making the Required Consents consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (as defined in Section 3.1(c)(iv))iii) below, any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company MCI or any Subsidiary of the Company MCI or their respective properties or assets. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, any supranational, national, state, municipal or local government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority authority, including the European Union (a "GOVERNMENTAL ENTITYGovernmental Entity"), is required by or with respect to the Company MCI or any Subsidiary of its Subsidiaries MCI in connection with the execution and delivery of this Agreement by the Company MCI or the consummation of the Merger and the other Transactions transactions contemplated hereby, except for those required under or in relation to (A) the Required Consents Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), and Council Regulation (EEC) No. 4064/89 ("Regulation 4064/89"), (B) the Communications Act of 1934, as amended (the "Communications Act"), and any rules, regulations, practices and policies promulgated by the Federal Communications Commission ("FCC"), (C) state securities or "blue sky" laws (the "Blue Sky Laws"), (D) the Securities Act of 1933, as amended (the "Securities Act"), (E) the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (F) the DGCL with 20 12 respect to the filing of the Delaware Certificate of Merger, (G) laws, rules, regulations, practices and orders of any state public service commissions ("PUCs"), foreign telecommunications regulatory agencies or similar state or foreign regulatory bodies, (H) rules and regulations of NASDAQ, (I) antitrust or other competition laws of other jurisdictions, and (J) such other consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain would not, individually or in the aggregate, constitute not have a Company Material Adverse Effect. (iv) The Company and its Subsidiaries are not in violation of any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any Subsidiary of the Company or their respective properties or assets except for violations which, individually or in the aggregate, do not constitute a Company Material Adverse Effect. (v) As used herein, "REQUIRED CONSENTS" shall mean consentsEffect on MCI. Consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to any of the foregoing clauses (A) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, through (I) are hereinafter referred to as amended (the "HSR ACTRequired Consents."), (B) state securities or "blue sky" laws (the "BLUE SKY LAWS"), (C) the Securities Act of 1933, as amended (the "SECURITIES ACT"), (D) the Exchange Act, (E) the filing of the Certificate of Merger under the DGCL, (F) rules and regulations of NASDAQ, (G) antitrust or other competition laws of other jurisdictions and (H) consents set forth on the Company Disclosure Schedule.

Authority; No Conflicts. (ia) The Company has all requisite corporate power and authority to enter into this Agreement and, subject to obtaining requisite shareholder approvals and sanction by the High Court of Justice of England and Wales (the "High Court"), to consummate the Transactions transactions contemplated hereby, subject in the case of the consummation of the Merger to the adoption of this Agreement by the Required Company Vote (as defined in Section 3.1(g)), if required by law. The execution and delivery of this Agreement and the consummation of the Transactions transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company, subject in only to (i) the case approval of the consummation Acquisition as a Scheme under Section 425 of the Merger Companies Xxx 0000 pursuant to U.K. law, by the adoption vote of a majority in number, representing three-fourths in value, of the shareholders who vote (either in person or by proxy) at the meeting of the shareholders convened in accordance with the direction of the High Court for the purpose of considering and approving the Acquisition (the "Court Meeting"), (ii) the passing of a special resolution (the "Resolution") approving the entering into of this Agreement by Agreement, approving the Required Company Vote. This Agreement has been duly executed and delivered by the Company and constitutes a valid and binding agreement reduction of the Company, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally, by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law).'s share capital in (iib) The execution and delivery of this Agreement by the Company does not not, and the consummation of the Merger and the other Transactions transactions contemplated hereby will not not, conflict with, or result in any violation of, constitute a or default under (with or without notice or lapse of time, or both) under), or give rise to a right of termination, amendment, cancellation or acceleration of any obligation or the loss of a material any benefit under, or the creation of a Lien on any assets of the Company or any of its Subsidiaries under (any such conflict, violation, default, right of termination, amendment, cancellation or acceleration, loss or creation, a "VIOLATION") pursuant to: (Ai) any provision of the certificate Memorandum of incorporation or bylaws Association, Articles of Association of the Company Company, or the Certificate (or Articles) of Incorporation, as amended, or Bylaws, as amended, or similar governing instruments of any of its Subsidiaries, subsidiaries or (Bii) except as would not, individually or in the aggregate, constitute a Company Material Adverse Effect and, subject to obtaining or making the Required Consents (as defined in Section 3.1(c)(iv)), any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan contract or other agreementagreement disclosed or required to be disclosed in the Company Schedules pursuant to Section 2.14 or Section 2.15, obligationwhich conflict, instrumentviolation or default would, individually or collectively, be material or (iii) any permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or Company, any Subsidiary of the Company its subsidiaries or their respective properties or assets, which conflict, violation or default would, individually or collectively, be material. (iiic) No consent, approval, order or authorization of, or registration, declaration or filing with, any nationalU.S., state, municipal U.K. or local government, any instrumentality, subdivision, other foreign court, administrative agency or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority or instrumentality (a "GOVERNMENTAL ENTITYGovernmental Entity"), is required by 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 of the Merger and the other Transactions transactions contemplated hereby, except for (i) the Required Consents filing of the pre-merger notification report under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976, as amended ("HSR Act"), (ii) the filing of a Form S-4 Registration Statement with the Securities and Exchange Commission ("SEC") in accordance with the Securities Act of 1933, as amended (the "Securities Act"), (iii) the direction of the High Court to convene the Court Meeting and the sanction of the Scheme and the confirmation of the reduction of capital involved therein by the High Court, (iv) registration of the Order of the High Court regarding the Scheme with the Registrar of Companies, (v) the filing of the Proxy Statement (as defined in Section 2.28 hereof) with the SEC in accordance with the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (vi) the filing of a Form 8-K with the SEC, and (vii) such other consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities laws and the failure laws of any foreign country, which to make is not obtained or obtain made would not, individually or in the aggregate, constitute have a Company Material Adverse Effect. (iv) The Company and its Subsidiaries are not in violation of any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any Subsidiary of the Company or their respective properties or assets except for violations which, individually or in the aggregate, do not constitute a Company Material Adverse Effect. (v) As used herein, "REQUIRED CONSENTS" shall mean consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to (A) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), (B) state securities or "blue sky" laws (the "BLUE SKY LAWS"), (C) the Securities Act of 1933, as amended (the "SECURITIES ACT"), (D) the Exchange Act, (E) the filing of the Certificate of Merger under the DGCL, (F) rules and regulations of NASDAQ, (G) antitrust or other competition laws of other jurisdictions and (H) consents set forth Effect on the Company Disclosure Schedule.Company. 2.5

Authority; No Conflicts. (i) The Company SPSS has all requisite corporate power and authority to enter into this Agreement and to consummate the Transactions transactions contemplated hereby, subject in to obtaining the case of the consummation of the Merger to the adoption requisite stockholder approval of this Agreement by and the Required Company Vote transactions contemplated hereby and the issuance of the shares of SPSS Common Stock to be issued in the Merger (as defined in Section 3.1(gthe "Share Issuance") (the "SPSS Stockholder Approval")), if required by law. The execution and delivery of this Agreement and the consummation of the Transactions transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the CompanySPSS, subject in to obtaining the case of the consummation of the Merger to the adoption of this Agreement by the Required Company VoteSPSS Stockholder Approval. This Agreement has been duly executed and delivered by the Company SPSS and constitutes a valid and binding agreement of the CompanySPSS, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally, generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (ii) The execution and delivery of this Agreement by SPSS does not or will not, as the case may be, and the consummation by SPSS of the Merger and the other Transactions transactions contemplated hereby will not not, conflict with, or result in any violation of, or constitute a default (with or without notice or lapse of time, or both) under, or give rise to a right of of, or result by its terms in the, termination, amendment, cancellation or acceleration of any obligation or the loss of a material benefit under, or the creation of a Lien on lien, pledge, security interest, charge or other encumbrance on, or the loss of, any assets of the Company or any of its Subsidiaries assets, including Intellectual Property (any such conflict, violation, default, right of termination, amendment, cancellation or acceleration, loss or creation, a "VIOLATIONViolation") pursuant to: (A) any provision of the certificate of incorporation or bylaws of the Company SPSS or any material Subsidiary of its SubsidiariesSPSS, or (B) except as would notas, individually or in the aggregate, constitute would not reasonably be expected to have a Company Material Adverse Effect and(as defined in Section 8.11 (g)) on SPSS, subject to obtaining or making the Required Consents consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (as defined in Section 3.1(c)(iv))iii) below, any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company SPSS or any Subsidiary of the Company SPSS or their respective properties or assets. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, any national, state, municipal or local government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority (a "GOVERNMENTAL ENTITYGovernmental Entity"), is required by or with respect to the Company SPSS or any Subsidiary of its Subsidiaries SPSS in connection with the execution and delivery of this Agreement by the Company SPSS or the consummation of the Merger and the other Transactions transactions contemplated hereby, except for the Required Consents and such other consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain would not, individually or in the aggregate, constitute a Company Material Adverse Effect. (iv) The Company and its Subsidiaries are not in violation of any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any Subsidiary of the Company or their respective properties or assets except for violations which, individually or in the aggregate, do not constitute a Company Material Adverse Effect. (v) As used herein, "REQUIRED CONSENTS" shall mean consents, approvals, orders, authorizations, registrations, declarations and filings those required under or in relation to (A) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACTAct"), (B) state securities or "blue sky" laws (the "BLUE SKY LAWSBlue Sky Laws"), (C) the Securities Act of 1933, as amended (the "SECURITIES ACT")Act, (D) the Exchange Act, (E) the DGCL with respect to the filing of the Certificate of Merger under the DGCLMerger, (F) rules and regulations of NASDAQ, (G) antitrust or other competition laws of other jurisdictions jurisdictions, and (H) consents set forth such consents, approvals, orders, authorizations, registrations, declarations and filings the failures of which to make or obtain, in the aggregate, would not reasonably be expected to have a Material Adverse Effect on SPSS. Consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to any, of the Company Disclosure Scheduleforegoing clauses (A) through (G) are hereinafter referred to as "Necessary Consents."

Authority; No Conflicts. (ia) The Subject only to the requisite approval of the Merger and this Agreement by the Company Shareholders (which will be received prior to the Effective Time), the Company has all requisite corporate power and authority to enter into this Agreement and to consummate the Transactions transactions contemplated hereby, subject in the case . The vote required of the consummation Company Shareholders to duly approve the Merger and this Agreement is a majority of the Merger to outstanding shares of Company Common Stock and a majority of the adoption outstanding shares of this Agreement by each of the Required Company Vote Series A Preferred, Company Series B Preferred, and Company Series C Preferred (each voting as defined in Section 3.1(ga separate class)), if required by law. The execution and delivery of this Agreement and the consummation of the Transactions transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company, subject in only to the case of the consummation approval of the Merger by the Company Shareholders (which will be received prior to the adoption Effective Time). The Company's board of directors has unanimously approved the Merger and this Agreement by the Required Company VoteAgreement. This Agreement has been duly executed and delivered by the Company and constitutes a the valid and binding agreement obligation of the Company, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally, by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (iib) The Except as set forth in Section 2.4(b) of the Company Disclosure Letter, the execution and delivery of this Agreement by the Company does not and not, and, as of the Effective Time, the consummation of the Merger and the other Transactions transactions contemplated hereby will not conflict withnot, result in any violation of, constitute a default directly or indirectly (with or without notice or lapse of time, or both): (i) conflict with, contravene or result in any violation of any provision of the articles of incorporation or bylaws of the Company or any resolution adopted by the board of directors of the Company or the Company Shareholders, (ii) conflict with, contravene, or result in any violation of or default under, or give rise to a right of termination, amendment, cancellation or acceleration of any obligation obligation, or the loss result in loss, suspension, withdrawal, modification or revocation of a material any benefit under, or the creation of a Lien on any assets of the Company or any of its Subsidiaries (any such conflict, violation, default, right of termination, amendment, cancellation or acceleration, loss or creation, a "VIOLATION") pursuant to: (A) any provision of the certificate of incorporation or bylaws of the Company or any of its Subsidiaries, or (B) except as would not, individually or in the aggregate, constitute a Company Material Adverse Effect and, subject to obtaining or making the Required Consents (as defined in Section 3.1(c)(iv)), any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan contract or other agreement, obligation, agreement or instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any Subsidiary of the Company or their respective its properties or assets., (iii) cause the Company to become subject to, or become liable for the payment of, any tax other than withholding taxes incurred and required to be paid in connection with the transactions contemplated by this Agreement, (iv) cause any of the assets owned by the Company to be reassessed or revalued by any taxing authority or other Governmental Entity, or (v) impose or create any encumbrance upon or with respect to any of the assets owned or used by the Company. (c) No consent, waiver, approval, order or authorization of, or registration, declaration or filing with, any national, state, municipal or local government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, Governmental Entity or any quasi-governmental or private body exercising third party (so as not to trigger any regulatory, taxing, importing or other governmental or quasi-governmental authority of the events described in Section 2.4(b)(i) through (a "GOVERNMENTAL ENTITY"), v) above) is required by 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 of the Merger and the other Transactions transactions contemplated hereby, except for (i) the Required Consents and filing of the Agreement of Merger with the California Secretary of State, (ii) such other consents, waivers, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain would notas may be required under applicable federal and state securities laws and (iii) such other consents, individually or waivers, authorizations, filings, approvals and registrations as set forth in the aggregate, constitute a Company Material Adverse Effect. (ivSection 2.4(c) The Company and its Subsidiaries are not in violation of any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any Subsidiary of the Company or their respective properties or assets except for violations which, individually or in the aggregate, do not constitute a Company Material Adverse EffectDisclosure Letter. (v) As used herein, "REQUIRED CONSENTS" shall mean consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to (A) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), (B) state securities or "blue sky" laws (the "BLUE SKY LAWS"), (C) the Securities Act of 1933, as amended (the "SECURITIES ACT"), (D) the Exchange Act, (E) the filing of the Certificate of Merger under the DGCL, (F) rules and regulations of NASDAQ, (G) antitrust or other competition laws of other jurisdictions and (H) consents set forth on the Company Disclosure Schedule.

Authority; No Conflicts. (i) The Company Purchaser has all requisite corporate power and authority to enter into this Agreement and to consummate the Transactions transactions contemplated hereby, including, without limitation, the issuance of the shares of Purchaser Common Stock to be issued in the Merger (the "Share Issuance") and upon the exercise of Converted Options, subject in the case of the consummation of the Merger Share Issuance and the Articles Amendment to the adoption of this Agreement by the Required Company Vote Purchaser Votes (as defined in Section 3.1(g)), if required by law. The execution and delivery of this Agreement and the consummation of the Transactions transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the CompanyPurchaser, subject in the case of the consummation of the Merger Share Issuance and the Articles Amendment to the adoption of this Agreement by the Required Company VotePurchaser Votes. This Agreement has been duly executed and delivered by the Company and Purchaser and, assuming that this Agreement constitutes a valid and binding agreement of the CompanyCompany constitutes a valid and binding agreement of Purchaser, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally, generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law)) or by an implied covenant of good faith and fair dealing. (ii) The execution and delivery of this Agreement by Purchaser does not not, and the consummation by Purchaser of the Merger and the other Transactions transactions contemplated hereby will not not, conflict with, or result in any violation of, or constitute a default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, amendment, cancellation or acceleration of any obligation or the loss of a material benefit under, or the creation of a Lien on any assets of the Company or any of its Subsidiaries (any such conflict, violation, default, right of termination, amendment, cancellation or acceleration, loss or creation, is hereinafter referred to as a "VIOLATIONViolation") pursuant to: (A) any provision of the certificate articles of incorporation or bylaws of the Company Purchaser or any material Subsidiary of its Subsidiaries, Purchaser or (B) except as set forth in Section 3.1(c) of the Purchaser Disclosure Schedule or as would notnot reasonably be expected to have, individually or in the aggregate, constitute a Company Material Adverse Effect andon Purchaser, and subject to obtaining or making the Required Consents consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (as defined in Section 3.1(c)(iv))iii) below, any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company Purchaser or any material Subsidiary of the Company Purchaser, or their respective properties or assets. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, any supranational, national, state, municipal municipal, local or local foreign government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority (a "GOVERNMENTAL ENTITYGovernmental Entity"), ) or expiry of any related waiting period is required by or with respect to the Company Purchaser or any Subsidiary of its Subsidiaries Purchaser in connection with the execution and delivery of this Agreement by the Company Purchaser or Merger Sub or the consummation of the Merger and the other Transactions transactions contemplated hereby, except for the Required Consents and such other consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain would not, individually or in the aggregate, constitute a Company Material Adverse Effect. (iv) The Company and its Subsidiaries are not in violation of any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any Subsidiary of the Company or their respective properties or assets except for violations which, individually or in the aggregate, do not constitute a Company Material Adverse Effect. (v) As used herein, "REQUIRED CONSENTS" shall mean consents, approvals, orders, authorizations, registrations, declarations and filings those required under or in relation to (A) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACTAct"), ; (B) state securities or "blue sky" laws (the "BLUE SKY LAWSBlue Sky Laws"), ; (C) the Securities Act of 1933, as amended amended, and the rules and regulations promulgated thereunder (the "SECURITIES ACTSecurities Act"), ; (D) the Exchange Act, ; (E) the IBCL and the DGCL with respect to the filing of the Certificate Articles of Merger under and the DGCL, Articles Amendment; (F) rules and regulations of NASDAQ, the NYSE; (G) antitrust approval for acquisition of control or other competition laws material modification filings in the states of other jurisdictions California, Delaware, Georgia, Illinois, Missouri, Oklahoma, Texas, Virginia and Wisconsin and the Commonwealth of Puerto Rico; (H) consents set forth filings required under applicable state insurance antitrust laws; and (I) such consents, approvals, orders, authorizations, registrations, declarations and filings and expiry of waiting periods the failure of which to make or obtain or expire would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Purchaser. Consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to any of the Company Disclosure Scheduleforegoing clauses (A) through (H) are hereinafter referred to as "Necessary Consents."

Authority; No Conflicts. (i) The Company CCI has all requisite corporate power and authority to enter into this Agreement and and, subject to the adoption of this Agreement by the requisite vote of the holders of CCI Common Stock, to consummate the Transactions transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of CCI, subject in the case of the consummation of the Merger to the adoption of this Agreement by the Required Company Vote (as defined in Section 3.1(g)), if required by law. The execution and delivery shareholders of this Agreement and the consummation of the Transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company, subject in the case of the consummation of the Merger to the adoption of this Agreement by the Required Company VoteCCI. This Agreement has been duly executed and delivered by the Company CCI and constitutes a valid and binding agreement of the CompanyCCI, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally, by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law)) or by an implied covenant of good faith and fair dealing. (ii) The Except as set forth in Section 3.1(c)(ii) of the CCI Disclosure Schedule, the execution and delivery of this Agreement does not or will not, as the case may be, and the consummation of the Merger and the other Transactions transactions contemplated hereby will not not, conflict with, or result in any violation of, or constitute a default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, amendment, cancellation or acceleration of any obligation or the loss of a material benefit under, or the creation of a Lien lien, pledge, security interest, charge or other encumbrance on any assets of the Company or any of its Subsidiaries (any such conflict, violation, default, right of termination, amendment, cancellation or acceleration, loss or creation, a "VIOLATIONViolation") pursuant to: (A) any provision of the certificate Organizational Documents of incorporation CCI, any Consolidated Subsidiary or bylaws of the Company or any of its Subsidiaries, Managed Affiliate that is a corporation or (B) except as would not, individually or in the aggregate, constitute could not reasonably be expected to have a Company Material Adverse Effect on CCI or to prevent or materially delay the performance of this Agreement by CCI and, subject to obtaining or making the Required Consents consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (as defined in Section 3.1(c)(iv))iii) below, any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company CCI or any Subsidiary of the Company Consolidated Subsidiaries or their respective properties or assets. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, any supranational, national, state, municipal or local government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority (a "GOVERNMENTAL ENTITYGovernmental Entity"), is required by or with respect to CCI, any Consolidated Subsidiary or, to the Company or knowledge of CCI, any of its Subsidiaries Managed Affiliate, in connection with the execution and delivery of this Agreement by the Company CCI or the consummation by CCI of the Merger and the other Transactions transactions contemplated hereby, except for (x) the filing with the SEC of (i) a proxy statement relating to the Required Consents CCI Votes at the CCI Shareholders Meeting (as defined below) (such proxy statement as amended or supplemented from time to time, the "Proxy Statement") and (ii) such reports under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (y) those required under or in relation to (A) the Hart-Scott-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (B) the Communications Act of 1934, as amended (the "Communications Act"), and any rules and regulations promulgated by the Federal Communications Commission ("FCC"), (C) state securities or "blue sky" laws, (D) the CBCA with respect to the filing and recordation of appropriate merger or other documents, (E) rules and regulations of the Nasdaq National Market ("Nasdaq"), and (F) antitrust or other competition laws of other jurisdictions, and (z) such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain would not, individually or in the aggregate, constitute could not reasonably be expected to have a Company Material Adverse Effect. (iv) The Company and its Subsidiaries are not in violation Effect on CCI or to prevent or materially delay the performance of any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any Subsidiary of the Company or their respective properties or assets except for violations which, individually or in the aggregate, do not constitute a Company Material Adverse Effect. (v) As used herein, "REQUIRED CONSENTS" shall mean consentsthis Agreement by CCI. Consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to clause (Ax) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, or (y) are hereinafter referred to as amended (the "HSR ACTRequired Consents."), (B) state securities or "blue sky" laws (the "BLUE SKY LAWS"), (C) the Securities Act of 1933, as amended (the "SECURITIES ACT"), (D) the Exchange Act, (E) the filing of the Certificate of Merger under the DGCL, (F) rules and regulations of NASDAQ, (G) antitrust or other competition laws of other jurisdictions and (H) consents set forth on the Company Disclosure Schedule.

Authority; No Conflicts. (i) The Company has all requisite corporate power and corporate authority to enter into this Agreement and to consummate the Transactions contemplated herebyand, subject in the case of the consummation of the Merger to the adoption of this Agreement by the Required requisite vote of the holders of Company Vote (as defined in Section 3.1(g))Common Stock, if required by lawto consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Transactions transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company, subject in the case of the consummation of the Merger to the adoption of this Agreement by the Required Company Votestockholders of the Company. This Agreement has been duly executed and delivered by the Company and constitutes a valid and binding agreement of the Company, enforceable against it the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally, generally and by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (ii) The execution and delivery of this Agreement does not or will not, as the case may be, and the consummation of the Merger and the other Transactions transactions contemplated hereby will not not, conflict with, or result in any violation of, or constitute a default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, amendment, cancellation or acceleration of any obligation or the loss of a material benefit under, or the creation of a Lien lien, pledge, security interest, charge or other encumbrance on any assets of the Company or any of its Subsidiaries (any such conflict, violation, default, right of termination, amendment, cancellation or acceleration, loss or creation, a "VIOLATION"“Violation”) pursuant to: (A) any provision of the certificate of incorporation or bylaws Organizational Documents of the Company or any of its Subsidiaries, the Company Subs or (B) except as would not, individually or in the aggregate, constitute could not reasonably be expected to have a Company Material Adverse Effect on the Company and, subject to obtaining or making the Required Consents consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (as defined in Section 3.1(c)(iv))iii) below, any material indenture or loan or credit agreement or any other material contract, agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, franchiseauthorization, licenseorder, writ, judgment, orderinjunction, decree, statute, law, ordinance, rule determination or regulation applicable arbitration award to which the Company or any Subsidiary of the Company Subs is a party or by which the property of the Company or their respective properties Company Subs is bound or assetsaffected, or result in the creation or imposition of any mortgage, pledge, lien, security interest or other charge or encumbrance on any of the Company’s or Company Subs’ assets or shares of capital stock, except where such breach, default, acceleration or exercise of right of termination would not have a Material Adverse Effect. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, any supranational, national, state, municipal or local government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority (a "GOVERNMENTAL ENTITY"“Governmental Entity”), is required by or with respect to the Company or any of its Subsidiaries the Company Subs in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the Merger and the other Transactions transactions contemplated hereby, except for (x) those required under or in relation to (A) the Required Consents Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), (B) state securities or “blue sky” laws, (C) the Securities Act of 1933, as amended (the “Securities Act”), (D) the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (E) the DGCL and the TBCA with respect to the filing and recordation of appropriate merger or other documents, (F) rules and regulations of the Nasdaq National Market (“Nasdaq”), and (G) antitrust or other competition laws of other jurisdictions, and (y) such other consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain would not, individually or in the aggregate, constitute could not reasonably be expected to have a Company Material Adverse Effect. (iv) The Company and its Subsidiaries are not in violation of any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any Subsidiary of the Company or their respective properties or assets except for violations which, individually or in the aggregate, do not constitute a Company Material Adverse Effect. (v) As used herein, "REQUIRED CONSENTS" shall mean consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to (A) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), (B) state securities or "blue sky" laws (the "BLUE SKY LAWS"), (C) the Securities Act of 1933, as amended (the "SECURITIES ACT"), (D) the Exchange Act, (E) the filing of the Certificate of Merger under the DGCL, (F) rules and regulations of NASDAQ, (G) antitrust or other competition laws of other jurisdictions and (H) consents set forth Effect on the Company Disclosure ScheduleCompany.

Authority; No Conflicts. (ia) The Company has all requisite corporate power and authority to enter into this Agreement and to consummate the Transactions transactions contemplated hereby, subject in the case of the consummation of the Merger to the adoption of this Agreement by the Required Company Vote (as defined in Section 3.1(g)), if required by law. The execution and delivery of this Agreement and the consummation of the Transactions transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company, subject in the case of the consummation of the Merger only to the adoption approval of this Agreement and the Merger by the Required Company VoteCompany's stockholders. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Buyer and Sub, constitutes a the valid and binding agreement obligation of the Company, enforceable against it in accordance with its terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium and or other similar laws affecting or relating to or affecting creditors generally, by general equity principles rights generally and (regardless ii) the availability of whether such enforceability is considered in a proceeding in equity or at law)injunctive relief and other equitable remedies. (iib) The Except as described on Schedule 4.4, neither the execution and delivery of this Agreement does not and nor the consummation of the Merger and the other Transactions transactions contemplated hereby will not (i) conflict with, with or result in any violation or breach of any provision of the Certificate of Incorporation or Bylaws of the Company, or (ii) result in any violation or breach of, or constitute a default under the terms, conditions or provisions of any agreement, indenture, mortgage or instrument to which the Company or any Subsidiary is a party or to which their property is subject, or (iii) subject to obtaining the approval of the Company's stockholders of the Merger and compliance with the requirements of Section 4.6 below, conflict with or without notice or lapse of time, or both) under, or give rise to a right of termination, amendment, cancellation or acceleration result in any violation of any obligation judgment, order, decree, statute or the loss of a material benefit under, or the creation of a Lien on any assets of law applicable to the Company or any of its Subsidiaries (any such conflict, violation, default, right of termination, amendment, cancellation or acceleration, loss or creation, a "VIOLATION") pursuant to: (A) any provision of the certificate of incorporation or bylaws of the Company or any of its Subsidiaries, or (B) except as would not, individually or in the aggregate, constitute a Company Material Adverse Effect and, subject to obtaining or making the Required Consents (as defined in Section 3.1(c)(iv)), any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any Subsidiary of the Company 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 have a Material Adverse Effect. (iiic) No Except as contemplated by this Agreement, no consent, approval, order or authorization of, or registration, declaration or filing with, with any national, state, municipal or local government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority (a "GOVERNMENTAL ENTITY"), Governmental Authority is required by 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 of the Merger and the other Transactions transactions contemplated hereby, except for the Required Consents and such other consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain would not, individually or in the aggregate, constitute a Company Material Adverse Effect. (iv) The Company and its Subsidiaries are not in violation of any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any Subsidiary of the Company or their respective properties or assets except for violations which, individually or in the aggregate, do not constitute a Company Material Adverse Effect. (v) As used herein, "REQUIRED CONSENTS" shall mean consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to (A) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), (B) state securities or "blue sky" laws (the "BLUE SKY LAWS"), (C) the Securities Act of 1933, as amended (the "SECURITIES ACT"), (D) the Exchange Act, (E) the filing of the Certificate of Merger under the DGCL, (F) rules and regulations of NASDAQ, (G) antitrust or other competition laws of other jurisdictions and (H) consents set forth on the Company Disclosure Schedule.. 4.5

Authority; No Conflicts. (i) The Company LCI has all requisite corporate power and authority to enter into this Agreement and to consummate the Transactions transactions contemplated hereby, subject in the case of the consummation of the Merger to the adoption of this Agreement by the Required Company LCI Vote (as defined in Section 3.1(g)), if required by law. The execution and delivery of this Agreement and the consummation of the Transactions transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the CompanyLCI, subject in the case of the consummation of the Merger to the adoption of this Agreement by the Required Company LCI Vote. This Agreement has been duly executed and delivered by the Company LCI and constitutes a valid and binding agreement of the CompanyLCI, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally, by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law)) or by an implied covenant of good faith and fair dealing. (ii) The execution and delivery of this Agreement by LCI does not or will not, as the case may be, and the consummation of the Merger by LCI and the other Transactions transactions contemplated hereby will not not, conflict with, or result in any violation of, or constitute a default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, amendment, cancellation or acceleration of any obligation or the loss of a material benefit under, or the creation of a Lien lien, pledge, security interest, charge or other encumbrance on any assets of the Company or any of its Subsidiaries (any such conflict, violation, default, right of termination, amendment, cancellation or acceleration, loss or creation, a "VIOLATIONViolation") pursuant to: (A) any provision of the certificate of incorporation or bylaws by-laws of the Company LCI or any Subsidiary of its SubsidiariesLCI, or (B) except as would not, individually or in the aggregate, constitute not have a Company Material Adverse Effect andon LCI, subject to obtaining or making the Required Consents consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (as defined in Section 3.1(c)(iv))iii) below, any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company LCI or any Subsidiary of the Company LCI or their respective properties or assets. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, any supranational, national, state, municipal or local government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority (a "GOVERNMENTAL ENTITYGovernmental Entity"), is required by or with respect to the Company LCI or any Subsidiary of its Subsidiaries LCI in connection with the execution and delivery of this Agreement by the Company LCI or the consummation of the Merger and the other Transactions transactions contemplated hereby, except for those required under or in relation to (A) the Required Consents Hart-Scott-Rodino Antitrusx Xxxxxxxxxxxx Xxt of 1976, as amended (the "HSR Act"), (B) the Communications Act of 1934, as amended (the "Communications Act"), and any rules, regulations, practices and policies promulgated by the Federal Communications Commission ("FCC"), (C) state securities or "blue sky" laws (the "Blue Sky Laws"), (D) the Securities Act of 1933, as amended (the "Securities Act"), (E) the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (F) the DGCL with respect to the filing of the Delaware Certificate of Merger, (G) laws, rules, regulations, practices and orders of any state public service commissions ("PUCs"), foreign telecommunications regulatory agencies or similar state or foreign regulatory bodies, (H) rules and regulations of NASDAQ and the New York Stock Exchange, Inc. (the "NYSE"), (I) antitrust or other competition laws of other jurisdictions, and (J) such other consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain would not, individually or in the aggregate, constitute not have a Company Material Adverse Effect. (iv) The Company and its Subsidiaries are not in violation of any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any Subsidiary of the Company or their respective properties or assets except for violations which, individually or in the aggregate, do not constitute a Company Material Adverse Effect. (v) As used herein, "REQUIRED CONSENTS" shall mean consentsEffect on LCI. Consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to any of the foregoing clauses (A) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, through (I) are hereinafter referred to as amended (the "HSR ACTRequired Consents."), (B) state securities or "blue sky" laws (the "BLUE SKY LAWS"), (C) the Securities Act of 1933, as amended (the "SECURITIES ACT"), (D) the Exchange Act, (E) the filing of the Certificate of Merger under the DGCL, (F) rules and regulations of NASDAQ, (G) antitrust or other competition laws of other jurisdictions and (H) consents set forth on the Company Disclosure Schedule.

Authority; No Conflicts. (ia) The Company has all requisite corporate power and authority to enter into this Agreement and to consummate the Transactions transactions contemplated hereby, subject in the case of the consummation of the Merger to the adoption of this Agreement by the Required Company Vote (as defined in Section 3.1(g2.5)), if required by law. The execution and delivery of this Agreement and the consummation of the Transactions transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company, subject in the case of the consummation of the Merger to the adoption of this Agreement by the Required Company Vote. This Agreement has been duly executed and delivered by the Company and constitutes a valid and binding agreement of the Company, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally, by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (iib) The execution and delivery of this Agreement does not and the consummation of the Merger and the other Transactions transactions contemplated hereby will not conflict with, result in any violation of, constitute a default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, amendment, cancellation or acceleration of any obligation or the loss of a material benefit underunder (or otherwise materially impair Company's or any of its Subsidiaries' rights or alter in any material respect the rights of any third party), or the creation of a Lien on any assets of the Company or any of its Subsidiaries (any such conflict, violation, default, right of termination, amendment, cancellation or acceleration, loss or creation, a "VIOLATIONViolation") pursuant to: (Ai) any provision of the certificate Certificate of incorporation Incorporation or bylaws Bylaws of the Company or the equivalent organizational or governing documents of any of its Subsidiaries, or (Bii) except as would not, individually or in the aggregate, constitute not have a Company Material Adverse Effect and, and subject to obtaining or making the Required Consents (as defined in Section 3.1(c)(iv2.3(c)), any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any Subsidiary of the Company or their respective properties or assets. (iiic) No consent, approval, order or authorization of, or registration, declaration or filing with, any national, state, municipal or local government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority (a "GOVERNMENTAL ENTITYGovernmental Entity"), is required by 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 of the Merger and the other Transactions transactions contemplated hereby, except for the Required Consents and such other consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain would not, individually or in the aggregate, constitute not have a Company Material Adverse Effect. (iv) The Company and its Subsidiaries are not in violation of any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any Subsidiary of the Company or their respective properties or assets except for violations which, individually or in the aggregate, do not constitute a Company Material Adverse Effect. (v) . As used herein, "REQUIRED CONSENTSRequired Consents" shall mean consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to (Ai) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACTAct"), (Bii) state securities or "blue sky" laws (the "BLUE SKY LAWSBlue Sky Laws"), (Ciii) the Securities Act of 1933, as amended (the "SECURITIES ACTSecurities Act"), (Div) the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (Ev) the filing of the Certificate of Merger under the DGCL, (Fvi) rules and regulations of NASDAQthe NASDAQ National Market ("Nasdaq"), (Gvii) antitrust or other competition laws of other jurisdictions and (Hviii) consents set forth on the Company Disclosure Schedule.

Authority; No Conflicts. (i) The Company has all requisite corporate power and corporate authority to enter into this Agreement and to consummate the Transactions contemplated herebyand, subject in the case of the consummation of the Merger to the adoption of this Agreement and approval of the Merger by the Required requisite vote of the holders of Company Vote (as defined in Section 3.1(g))Shares, if required by lawto consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Transactions transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of the Company, subject in the case of the consummation of the Merger to the adoption of this Agreement by the Required Company Voterequisite vote of the stockholders of the Company, and no other corporate proceedings are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and constitutes a valid and binding agreement of the Company, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally, generally and by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). The Company Board of Directors has, at a meeting duly called and held, (A) unanimously approved this Agreement and the Merger, (B) determined that the Merger Consideration is fair to and in the best interests of the Company's stockholders, and (C) recommended that the stockholders of the Company adopt this Agreement. (ii) The execution execution, delivery and delivery performance of this Agreement does not or will not, as the case may be, and the consummation of the Merger and the other Transactions transactions contemplated hereby will not not, conflict with, or result in a change in control event or any violation of, or constitute a default (with or without notice or lapse of time, or both) under, or give rise to a right of consent, termination, amendment, cancellation or acceleration of any obligation or the loss of a material benefit under, or the creation of a Lien on any assets assets, or result in any adverse change in the rights or obligations of the Company or any of its Subsidiaries (any such conflictCompany, violation, default, right of termination, amendment, cancellation or acceleration, loss or creation, a "VIOLATION") pursuant to: (A) any provision of the certificate of incorporation charter or bylaws of the Company or any of its Subsidiaries, or (B) except as would notcould not reasonably be expected to have, individually or in the aggregate, constitute a Company Material Adverse Effect on the Company and, subject to obtaining or making the Required Consents consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (as defined in Section 3.1(c)(iv))c)(iv) below, the terms, provisions or conditions of any loan or credit agreement, note, mortgage, bond, indenture, lease, compensation or benefit plan (or any grant or award made pursuant thereto) or other agreement, obligation, instrument, contract, permit, concession, franchise, license, judgment, order, writ, injunction, award, decree, statute, law, ordinance, rule or regulation applicable to the Company Company, the Company's Subsidiaries or any Subsidiary of the Company or their respective properties or assets. (iii) The Company has taken all appropriate actions so that the restrictions on business combinations contained in Section 203 of the DGCL will not apply with respect to or as a result of this Agreement, the Stockholders Agreement, or the transactions contemplated hereby and thereby, including the Merger, without any further action on the part of the stockholders or the Board of Directors of the Company. True and complete copies of all resolutions of the Board of Directors of the Company reflecting such actions have been previously provided to Parent. No other "fair price", "moratorium", "control share acquisition", "interested shareholder", "business combination" or other similar anti-takeover statute or regulation of any jurisdiction (each, including the business combination provisions of Section 203 of the DGCL, a "Takeover Statute") is applicable to the Merger. ---------------- (iv) No consent, registration, permit, approval, order or authorization of, or registration, declaration declaration, notice, report, or other filing with, any foreign, supranational, national, state, municipal or local government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority (a "GOVERNMENTAL ENTITYGovernmental Entity"), is required by 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 Merger and the other Transactions transactions contemplated hereby, except for (x) those required under or in relation to (A) the Required Consents Exchange Act, (B) the DGCL with respect to the filing and recordation of appropriate merger or other documents, (C) rules and regulations of the Nasdaq National Market System ("Nasdaq"), and (D) antitrust or other competition laws of any -------- applicable jurisdictions, including without limitation, requirements, if any, arising out of the HSR Act and (y) such other consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain would notcould not reasonably be expected to have, individually or in the aggregate, constitute a Company Material Adverse Effect. (iv) The Company and its Subsidiaries are not in violation of any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Effect on the Company or any Subsidiary impair or delay the ability of the Company or their respective properties or assets except for violations whichto consummate the transactions contemplated hereby. Notwithstanding the foregoing, individually or in the aggregate, do not constitute a Company Material Adverse Effect. (v) As used herein, "REQUIRED CONSENTS" shall mean consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to (A) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), (B) state securities or "blue sky" laws (the "BLUE SKY LAWS"), (C) the Securities Act of 1933, as amended (the "SECURITIES ACT"), (D) the Exchange Act, (E) the filing of the Certificate of Merger under the DGCL, (F) rules and regulations of NASDAQ, (G) antitrust or other competition laws of other jurisdictions and (H) consents set forth on the Company Disclosure Schedulewill use its reasonable best efforts to obtain all the consents required to consummate the transactions contemplated hereby.

Authority; No Conflicts. (ia) The Company Each of Stratos and Sub has all requisite corporate power and authority to enter into make, execute and deliver this Agreement and the other Transaction Documents to which it is or will be a party and to consummate the Transactions transactions contemplated hereby, subject in the case of the consummation of the Merger to the adoption of this Agreement by the Required Company Vote (as defined in Section 3.1(g)), if required by lawhereby and thereby. The execution and delivery of this Agreement and the other Transaction Documents to which Stratos or Sub is or will be a party and the consummation of the Transactions transactions contemplated hereby and thereby have been duly approved and authorized by all necessary corporate action on the part of the CompanyStratos and Sub, subject in the case of the consummation of the Merger to the adoption of this Agreement by the Required Company Voterespectively. This Agreement has and the other Transaction Documents to which Stratos and/or Sub are a party have been or will be duly executed and delivered by Stratos and/or Sub, as applicable, and constitute or will constitute the Company and constitutes a valid and binding agreement obligations of the CompanyStratos and/or Sub, enforceable against it Stratos and/or Sub, as the case by be, in accordance with its their respective terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium and or similar laws affecting or relating to or affecting creditors creditors' rights generally, by (ii) rules of law and equity governing specific performance, injunctive relief and other equitable remedies, and (iii) general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law)equity. (iib) The execution and delivery by each of Stratos and Sub of this Agreement does not and the other Transaction Documents to which it is or will be a party do not, and the consummation of the Merger and the other Transactions transactions contemplated hereby and thereby will not not, (i) conflict with, or result in any violation or breach of any provision of the restated certificate of incorporation or bylaws of Stratos or the certificate of incorporation or bylaws of Sub, (ii) result in any violation or breach of, or constitute a default (with or without notice or lapse of time, or both) a default under, or give rise to a right of termination, amendment, cancellation or acceleration of any material obligation or the loss of a material any benefit under, or the creation of a Lien on any assets of the Company or any of its Subsidiaries (any such conflict, violation, default, right of termination, amendment, cancellation or acceleration, loss or creation, a "VIOLATION") pursuant to: (A) any provision of the certificate of incorporation or bylaws of the Company or any of its Subsidiaries, or (B) except as would not, individually or in the aggregate, constitute a Company Material Adverse Effect and, subject to obtaining or making the Required Consents (as defined in Section 3.1(c)(iv)), any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan contract or other agreement, obligationinstrument or obligation to which Stratos or Sub is a party or by which it or any of its properties or assets may be bound, instrumentor (iii) conflict with or violate any permit, permitconcession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company either Stratos or Sub or any Subsidiary of the Company or their respective its properties or assets. (iiic) No consent, approval, order or authorization of, or registration, declaration or filing with, any national, state, municipal or local government, any instrumentality, subdivision, court, administrative agency or commission Governmental Entity or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority (a "GOVERNMENTAL ENTITY"), party is required by or with respect to the Company Stratos or any of its Subsidiaries in connection with the execution and delivery of this Agreement by the Company or the consummation of the Merger and the other Transactions transactions contemplated hereby, except for (i) the Required Consents filing of the Certificate of Merger with the Delaware Secretary of State in accordance with the DGCL, (ii) the filing of a report on Form 8-K with the Securities and Exchange Commission (the "SEC"), (iii) such other consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain would notas may be required under applicable federal and state securities laws, individually or in the aggregate, constitute a Company Material Adverse Effect. and (iv) The Company and its Subsidiaries are not in violation of any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any Subsidiary of the Company or their respective properties or assets except for violations which, individually or in the aggregate, do not constitute a Company Material Adverse Effect. (v) As used herein, "REQUIRED CONSENTS" shall mean such other consents, approvals, orders, authorizations, registrationsfilings, declarations approvals and filings required under registrations which, if not obtained or in relation to (A) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976made, as amended (the "HSR ACT"), (B) state securities would not prevent or "blue sky" laws (the "BLUE SKY LAWS"), (C) the Securities Act of 1933, as amended (the "SECURITIES ACT"), (D) the Exchange Act, (E) the filing materially alter or delay any of the Certificate of Merger under the DGCL, (F) rules and regulations of NASDAQ, (G) antitrust transactions contemplated by this Agreement or other competition laws of other jurisdictions and (H) consents set forth be reasonably likely to have a Material Adverse Effect on the Company Disclosure ScheduleStratos.

Authority; No Conflicts. (i) The Company CCI has all requisite corporate power and authority to enter into this Agreement and and, subject to the adoption of this Agreement by the requisite vote of the holders of CCI Common Stock, to consummate the Transactions transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of CCI, subject in the case of the consummation of the Merger to the adoption of this Agreement by the Required Company Vote (as defined in Section 3.1(g)), if required by law. The execution and delivery shareholders of this Agreement and the consummation of the Transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company, subject in the case of the consummation of the Merger to the adoption of this Agreement by the Required Company VoteCCI. This Agreement has been duly executed and delivered by the Company CCI and constitutes a valid and binding agreement of the CompanyCCI, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally, by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law)) or by an implied covenant of good faith and fair dealing. (ii) The Except as set forth in Section 3.1(c)(ii) of the CCI Disclosure Schedule, the execution and delivery of this Agreement does not or will not, as the case may be, and the consummation of the Merger and the other Transactions transactions contemplated hereby will not not, conflict with, or result in any violation of, or constitute a default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, amendment, cancellation or acceleration of any obligation or the loss of a material benefit under, or the creation of a Lien lien, pledge, security interest, charge or other encumbrance on any assets of the Company or any of its Subsidiaries (any such conflict, violation, default, right of termination, amendment, cancellation or acceleration, loss or creation, a "VIOLATIONViolation") pursuant to: (A) any provision of the certificate Organizational Documents of incorporation CCI, any Consolidated Subsidiary or bylaws of the Company or any of its Subsidiaries, Managed Affiliate that is a corporation or (B) except as would not, individually or in the aggregate, constitute could not reasonably be expected to have a Company Material Adverse Effect on CCI and, subject to obtaining or making the Required Consents consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (as defined in Section 3.1(c)(iv))iii) below, any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company CCI or any Subsidiary of the Company Consolidated Subsidiaries or their respective properties or assets. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, any supranational, national, state, municipal or local government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority (a "GOVERNMENTAL ENTITYGovernmental Entity"), is required by or with respect to CCI, any Consolidated Subsidiary or, to the Company or knowledge of CCI, any of its Subsidiaries Managed Affiliate, in connection with the execution and delivery of this Agreement by the Company CCI or the consummation by CCI of the Merger and the other Transactions transactions contemplated hereby, except for (x) the filing with the SEC of (i) a proxy statement relating to the Required Consents and CCI Votes at the CCI Shareholders Meeting (such other consentsproxy statement as amended or supplemented from time to time, approvalsthe "Proxy Statement"), orders, authorizations, registrations, declarations and filings (ii) the failure of which registration statement on Form S-4 to make or obtain would not, individually or in be filed with the aggregate, constitute a Company Material Adverse Effect. (iv) The Company and its Subsidiaries are not in violation of any judgment, order, decree, statute, law, ordinance, rule or regulation applicable SEC pursuant to the Company or any Subsidiary Securities Act by CCI in connection with the registration of the Company or their respective properties or assets except for violations whichNon-Cash Election Shares pursuant to the Merger (the "Form S-4") and (iii) such reports under the Securities Exchange Act of 1934, individually or as amended (the "Exchange Act"), as may be required in connection with this Agreement and the aggregatetransactions contemplated by this Agreement, do not constitute a Company Material Adverse Effect. including the Debt Offers, (vy) As used herein, "REQUIRED CONSENTS" shall mean consents, approvals, orders, authorizations, registrations, declarations and filings those required under or in relation to (A) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACTAct"), (B) the Communications Act of 1934, as amended (the "Communications Act"), and any rules and regulations promulgated by the Federal Communications Commission ("FCC"), (C) state securities or "blue sky" laws (the "BLUE SKY LAWS"), (C) the Securities Act of 1933, as amended (the "SECURITIES ACT")laws, (D) the Exchange ActCBCA and the DGCL with respect to the filing and recordation of appropriate merger or other documents, (E) the filing rules and regulations of the Certificate of Merger under the DGCLany state public service or utility commissions or similar state regulatory bodies, (F) rules and regulations of NASDAQthe Nasdaq National Market ("Nasdaq"), and (G) antitrust or other competition laws of other jurisdictions jurisdictions, and (Hz) consents set forth such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain could not reasonably be expected to have a Material Adverse Effect on the Company Disclosure ScheduleCCI. Consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to clause (x) or (y) are hereinafter referred to as "Required Consents."

Authority; No Conflicts. (i) The Company has all requisite corporate power and authority to enter into this Agreement and to consummate the Transactions transactions contemplated hereby, subject in the case of the consummation of the Merger to the adoption of this Agreement by the Required Company Vote (as defined in Section 3.1(g)), if required by law. The execution and delivery of this Agreement and the consummation of the Transactions transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company, subject in the case of the consummation of the Merger Merger, to the adoption of this Agreement by the Required Company Vote. This Agreement has been duly executed and delivered by the Company and constitutes a valid and binding agreement of the Company, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally, by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law)) or by an implied covenant of good faith and fair dealing. (ii) The execution and delivery of this Agreement does not do not, and the consummation of the Merger and the other Transactions transactions contemplated hereby will not not, conflict with, or result in any breach or violation of, or constitute a default (with or without notice or lapse of time, or both) under, or result in the termination of, or give rise to a right of termination, amendment, cancellation or acceleration of any obligation or the loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any Person under, or result in the creation of a Lien on any assets of the Company or any of its Subsidiaries (any such conflict, breach, violation, default, right of termination, amendment, cancellation cancellation, acceleration, guarantee, entitlements, liens or accelerationother occurrence, loss or creation, a "VIOLATIONViolation") pursuant to: (A) any provision of the certificate of incorporation or bylaws by-laws of the Company or the governing documents of any Subsidiary of its Subsidiariesthe Company, or (B) except as would not, individually or in the aggregate, constitute not reasonably be expected to have a Company Material Adverse Effect on the Company or to prevent or materially impede or delay the consummation of the transactions contemplated hereby and, subject to obtaining or making the Required Consents consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (as defined in Section 3.1(c)(iv))iii) below, any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any Subsidiary of the Company or their respective properties or assets. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, any national, state, municipal or local government, any instrumentality, subdivision, court, administrative agency or commission or other governmental authority thereofor instrumentality, domestic, foreign or supranational, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority (a "GOVERNMENTAL ENTITYGovernmental Entity"), is required by or with respect to the Company or any Subsidiary of its Subsidiaries the Company in connection with the execution and delivery of this Agreement by the Company or the consummation of the Merger and the other Transactions transactions contemplated hereby, except for the Required Consents and such other consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain would not, individually or in the aggregate, constitute a Company Material Adverse Effect. (iv) The Company and its Subsidiaries are not in violation of any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any Subsidiary of the Company or their respective properties or assets except for violations which, individually or in the aggregate, do not constitute a Company Material Adverse Effect. (v) As used herein, "REQUIRED CONSENTS" shall mean consents, approvals, orders, authorizations, registrations, declarations and filings those required under or in relation to (A) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended , and the rules and regulations promulgated thereunder (the "HSR ACTAct"), (B) state securities or "blue sky" laws (the "BLUE SKY LAWSBlue Sky Laws"), (C) the Securities Act of 1933, as amended amended, and the rules and regulations promulgated thereunder (the "SECURITIES ACTSecurities Act"), (D) the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the "Exchange Act"), (E) the DGCL with respect to the filing of the Delaware Certificate of Merger under the DGCLMerger, (F) rules and regulations of NASDAQthe NYSE, (G) antitrust or other competition laws of other jurisdictions any jurisdiction, and (H) consents set forth such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain would not reasonably be expected to have a Material Adverse Effect on the Company Disclosure Scheduleor to prevent or materially impede or delay the consummation of the transactions contemplated hereby. Consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to any of the foregoing clauses (A) through (G) are hereinafter referred to as "Required Consents."

Authority; No Conflicts. (i) The Company Parent has all requisite corporate power and authority to enter into this Agreement and to consummate the Transactions transactions contemplated hereby, subject in to obtaining the case of requisite stockholder approval (the consummation of the Merger to the adoption “Parent Stockholder Approval”) of this Agreement by and the Required Company Vote issuance of the shares of Parent Common Stock to be issued in the Merger (as defined in Section 3.1(gthe “Share Issuance”)), if required by law. The execution and delivery of this Agreement and the consummation of the Transactions transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the CompanyParent, subject in to obtaining the case of the consummation of the Merger to the adoption of this Agreement by the Required Company VoteParent Stockholder Approval. This Agreement has been duly executed and delivered by the Company Parent and constitutes a valid and binding agreement of the CompanyParent, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally, generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (ii) The execution and delivery of this Agreement by Parent does not or will not, as the case may be, and the consummation by Parent of the Merger and the other Transactions transactions contemplated hereby will not not, conflict with, or result in any violation of, or constitute a default (with or without notice or lapse of time, or both) under, or give rise to a right of of, or result by its terms in the, termination, material amendment, cancellation or acceleration of any material obligation or the loss of a material benefit under, or the creation of a Lien on lien, pledge, security interest, charge or other encumbrance on, or the loss of, any material assets of the Company or any of its Subsidiaries (any such conflict, violation, default, right of termination, amendment, cancellation or acceleration, loss or creation, a "VIOLATION"“Violation”) pursuant to: (A) any provision of the certificate amended articles of incorporation or bylaws regulations of the Company Parent or any of its Subsidiaries, or (B) except as would notas, individually or in the aggregate, constitute would not reasonably be expected to have a Company Material Adverse Effect andon Parent, any provision of the certificate of incorporation or bylaws of any Significant Subsidiary (as defined in Rule 1-02 of Regulation S-X of the SEC) of Parent, or (B) except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Parent, subject to obtaining or making the Required Consents consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (as defined in Section 3.1(c)(iv))iii) below, any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company Parent or any Subsidiary of the Company Parent or their respective properties or assets. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, any supranational, national, state, municipal municipal, local or local foreign government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority (a "GOVERNMENTAL ENTITY"“Governmental Entity”), is required by or with respect to the Company Parent or any Subsidiary of its Subsidiaries Parent in connection with the execution and delivery of this Agreement by the Company Parent or Merger Sub or the consummation of the Merger and the other Transactions transactions contemplated hereby, except for those required under or in relation to (A) the Required Consents Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), (B) state securities or “blue sky” laws (the “Blue Sky Laws”), (C) the Securities Act, (D) the Exchange Act, (E) the DGCL with respect to the filing of the Certificate of Merger, (F) rules and regulations of the NYSE, (G) antitrust or other competition laws, of the European Union or other jurisdictions, and (H) such other consents, approvals, orders, authorizations, registrations, declarations and filings the failure failures of which to make or obtain would notobtain, individually or in the aggregate, constitute would not reasonably be expected to have a Company Material Adverse Effect. (iv) The Company and its Subsidiaries are not in violation of any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any Subsidiary of the Company or their respective properties or assets except for violations which, individually or in the aggregate, do not constitute a Company Material Adverse Effect. (v) As used herein, "REQUIRED CONSENTS" shall mean consentsEffect on Parent. Consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to any of the foregoing clauses (A) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), (B) state securities or "blue sky" laws (the "BLUE SKY LAWS"), (C) the Securities Act of 1933, as amended (the "SECURITIES ACT"), (D) the Exchange Act, (E) the filing of the Certificate of Merger under the DGCL, (F) rules and regulations of NASDAQ, through (G) antitrust or other competition laws of other jurisdictions and (H) consents set forth on the Company Disclosure Scheduleare hereinafter referred to as “Specified Consents.”

Authority; No Conflicts. (i) The Company Anthem has all requisite corporate power and authority to enter into this Agreement and to consummate the Transactions transactions contemplated hereby, including the issuance of the shares of Anthem Common Stock to be issued in the Merger, including in respect of the Vested Cigna Stock Options (the “Share Issuance”) and in respect of the Converted Options and Converted Other Stock Awards, subject in the case of the consummation of the Merger Share Issuance to the adoption of this Agreement by obtaining the Required Company Anthem Vote (as defined in Section 3.1(g)), if required by law. The execution and delivery of this Agreement and the consummation of the Transactions transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the CompanyAnthem, subject in the case of the consummation of the Merger Share Issuance to the adoption of this Agreement by obtaining the Required Company Anthem Vote. This Agreement has been duly executed and delivered by the Company and Anthem and, assuming that this Agreement constitutes a valid and binding agreement of the CompanyCigna, constitutes a valid and binding agreement of Anthem, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally, generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law)) or by an implied covenant of good faith and fair dealing. (ii) The execution and delivery of this Agreement by Anthem does not not, and the consummation by Anthem of the Merger Mergers and the other Transactions transactions contemplated hereby will not not, conflict with, or result in any violation of, or constitute a default (with or without notice or lapse of time, or both) under, or trigger a payment under, or give rise to a right of termination, amendment, cancellation or acceleration of any obligation or the loss of a material benefit under, or the creation of a Lien on any assets of the Company or any of its Subsidiaries (any such conflict, violation, default, payment trigger, right of termination, amendment, cancellation or acceleration, loss or creation, is hereinafter referred to as a "VIOLATION"“Violation”) pursuant to: (A) any provision of (1) the certificate articles of incorporation or bylaws or equivalent organizational document of the Company Anthem or any material Subsidiary of its Subsidiaries, Anthem or (2) the BCBSA Licenses or the BCBSA Rules or (B) except as would notnot reasonably be expected to have, individually or in the aggregate, constitute a Company Material Adverse Effect andon Anthem, and subject to obtaining or making the Required Consents (as defined consents, approvals, orders, authorizations, registrations, declarations and filings referred to in Section 3.1(c)(iv)3.1(c)(iii), any loan or credit agreement, security agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, contract, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company Anthem or any material Subsidiary of the Company Anthem or their respective properties or assets. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, any supranational, national, state, municipal municipal, local or local foreign government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-quasi- governmental authority (a "GOVERNMENTAL ENTITY"), “Governmental Entity”) or expiry of any related waiting period is required by or with respect to the Company Anthem or any material Subsidiary of its Subsidiaries Anthem in connection with the execution and delivery of this Agreement by the Company Anthem or Merger Sub or the consummation of the Merger and the other Transactions transactions contemplated hereby, except for the Required Consents and such other consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain would not, individually or in the aggregate, constitute a Company Material Adverse Effect. (iv) The Company and its Subsidiaries are not in violation of any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any Subsidiary of the Company or their respective properties or assets except for violations which, individually or in the aggregate, do not constitute a Company Material Adverse Effect. (v) As used herein, "REQUIRED CONSENTS" shall mean consents, approvals, orders, authorizations, registrations, declarations and filings those required under or in relation to (A) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended 1976 (the "“HSR ACT")Act”) and such other consents, registrations, declarations, notices or filings as are required to be made or obtained under any foreign antitrust laws; (B) state securities or "“blue sky" ” laws (the "BLUE SKY LAWS"“Blue Sky Laws”), ; (C) the Securities Act of 1933, as amended 1933 (the "SECURITIES ACT"“Securities Act”), ; (D) the Exchange Act, ; (E) the DGCL with respect to the filing of the Certificate of Merger under the DGCL, Merger; (F) the IBCL and the DGCL with respect to the filing of articles of merger and a certificate of merger (as applicable) in connection with the Second Merger; (G) rules and regulations of NASDAQ, (G) antitrust or other competition laws of other jurisdictions and the NYSE; (H) consents consents, orders and filings with foreign, federal and state departments of health, insurance departments, financial services departments and other consents, orders and filings, including those required under applicable state insurance antitrust laws, Healthcare Laws, Medicare, Medicaid or similar programs or Centers for Medicare and Medicaid Services as set forth in Section 3.1(c)(iii) of the Anthem Disclosure Letter; and (I) such consents, approvals, orders, authorizations, registrations, declarations, licenses and filings and expiry of waiting periods the failure of which to make or obtain, or expire, as the case may be, would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Anthem. Consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to any of the Company Disclosure Scheduleforegoing clauses (A) through (H) are hereinafter referred to as “Necessary Consents”.

Authority; No Conflicts. (ia) The Company Trendmark has all requisite corporate power and authority to enter into this Agreement and the Settlement Agreement and to consummate the Transactions transactions contemplated hereby, subject in the case of the consummation of the Merger to the adoption of this Agreement by the Required Company Vote (as defined in Section 3.1(g)), if required by lawhereby and thereby. The execution and delivery of this Agreement and the Settlement Agreement and the consummation of the Transactions transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the CompanyTrendmark, subject in the case its board of the consummation of the Merger to the adoption of this Agreement by the Required Company Votedirectors and its shareholders. This Agreement has and all other documents expressly required to be executed and delivered by Trendmark hereunder (collectively, the "Transaction Documents") have been or will be duly executed and delivered by Trendmark and constitute or will constitute the Company and constitutes a valid and binding agreement obligations of the CompanyTrendmark, enforceable against it Trendmark in accordance with its their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and or other similar laws affecting or relating to or affecting creditors creditors' rights generally, by and general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law)equity. (iib) The execution and delivery by Trendmark of this Agreement does not and the other Transaction Documents to which it is or will be a party do not, and the consummation of the Merger and the other Transactions transactions contemplated hereby and thereby will not not, (i) conflict with, or result in any violation or breach of any provision of, the charter documents of Trendmark, (ii) result in any violation or breach of or constitute a default (with or without notice or lapse of time, or both) a default under, or give rise to a right of termination, amendment, cancellation or acceleration of any obligation or the loss of a material any benefit under, or the creation of a Lien on any assets of the Company or any of its Subsidiaries (any such conflict, violation, default, right of termination, amendment, cancellation or acceleration, loss or creation, a "VIOLATION") pursuant to: (A) any provision of the certificate of incorporation or bylaws of the Company or any of its Subsidiaries, or (B) except as would not, individually or in the aggregate, constitute a Company Material Adverse Effect and, subject to obtaining or making the Required Consents (as defined in Section 3.1(c)(iv)), any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan contract or other agreementagreement or obligation to which Trendmark is a party or by which Trendmark or any of the Assets may be bound, obligationor (iii) conflict with or violate any permit, instrument, permitconcession, franchise, license, judgment, order, decree, statute, law, ordinance, rule Rule or regulation applicable to the Company Trendmark, or any Subsidiary of the Company or their respective properties or assets. Assets, except in the case of (ii) and (iii) No consentabove for any such conflicts, approvalviolations, order defaults, terminations, cancellations or authorization of, or registration, declaration or filing with, any national, state, municipal or local government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority (accelerations which would not have a "GOVERNMENTAL ENTITY"), is required by or with respect to the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement by the Company Material Adverse Effect on Trendmark or the consummation of the Merger and the other Transactions contemplated hereby, except for the Required Consents and such other consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain would not, individually or in the aggregate, constitute a Company Material Adverse EffectAssets. (iv) The Company and its Subsidiaries are not in violation of any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any Subsidiary of the Company or their respective properties or assets except for violations which, individually or in the aggregate, do not constitute a Company Material Adverse Effect. (v) As used herein, "REQUIRED CONSENTS" shall mean consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to (A) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), (B) state securities or "blue sky" laws (the "BLUE SKY LAWS"), (C) the Securities Act of 1933, as amended (the "SECURITIES ACT"), (D) the Exchange Act, (E) the filing of the Certificate of Merger under the DGCL, (F) rules and regulations of NASDAQ, (G) antitrust or other competition laws of other jurisdictions and (H) consents set forth on the Company Disclosure Schedule.

Authority; No Conflicts. (i) The Company has all requisite corporate power and corporate authority to enter into this Agreement and to consummate the Transactions contemplated herebyand, subject in the case of the consummation of the Merger to the adoption of this Agreement by the Required requisite vote of the holders of Company Vote (as defined in Section 3.1(g))Common Stock, if required by lawto consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Transactions transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company, subject in the case of the consummation of the Merger to the adoption approval of this Agreement by the Required Company Votestockholders of the Company. This Agreement has been duly executed and delivered by the Company and constitutes a valid and binding agreement of the Company, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors generally, generally and by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (ii) The Except as set forth in Schedule 3.1(d)(ii) to the Company Disclosure Letter, the execution and delivery of this Agreement does not not, and the consummation of the Merger and the other Transactions transactions contemplated hereby will not not, conflict with, or result in any violation of, or constitute a default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, amendment, cancellation or acceleration of any obligation or the loss of a material benefit under, or the creation of a Lien lien, pledge, security interest, charge or other encumbrance on any assets of the Company or any of its Subsidiaries (any such conflict, violation, default, right of termination, amendment, cancellation or acceleration, loss or creation, a "VIOLATIONViolation") pursuant to: (A) any provision of the certificate of incorporation or bylaws Organizational Documents of the Company or any of its Subsidiaries, the Company Subs or (B) except as would not, individually or in the aggregate, constitute not have a Company Material Adverse Effect on the Company and, subject to obtaining or making the Required Consents consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (as defined in Section 3.1(c)(iv))iii) below, any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any Subsidiary of Company, the Company Subs or their respective properties or assets. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, any supranational, national, state, municipal or local government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority (a "GOVERNMENTAL ENTITYGovernmental Entity"), is required by or with respect to the Company or any of its Subsidiaries the Company Subs in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the Merger and the other Transactions transactions contemplated hereby, except for the Required Consents and such other consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain would not, individually or in the aggregate, constitute a Company Material Adverse Effect. (ivx) The Company and its Subsidiaries are not in violation of any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any Subsidiary of the Company or their respective properties or assets except for violations which, individually or in the aggregate, do not constitute a Company Material Adverse Effect. (v) As used herein, "REQUIRED CONSENTS" shall mean consents, approvals, orders, authorizations, registrations, declarations and filings those required under or in relation to (A) the XxxxSecurities Exchange Act of 1934, as amended (the "Exchange Act"), (B) the DLLCA and the MGCL with respect to the filing and recordation of appropriate merger documents, (C) the Hart-Xxxxx-Xxxxxx Antitrust Xxxitrust Improvements Act of 1976, as amended (the "HSR ACTAct"), (B) state securities or "blue sky" laws (the "BLUE SKY LAWS"), (C) the Securities Act of 1933, as amended (the "SECURITIES ACT"), and (D) the Exchange Act, (E) the filing of the Certificate of Merger under the DGCL, (F) rules and regulations of NASDAQ, (G) antitrust or other competition laws of other jurisdictions and (H) consents set forth on the Company Disclosure Schedule.and

Authority; No Conflicts. (i) The Company SPSS has all requisite corporate power and authority to enter into this Agreement and to consummate the Transactions transactions contemplated hereby, subject in to obtaining the case of the consummation of the Merger to the adoption requisite stockholder approval of this Agreement by and the Required Company Vote transactions contemplated hereby and the issuance of the shares of SPSS Common Stock to be issued in the Merger (as defined in Section 3.1(gthe "Share Issuance") (the "SPSS Stockholder Approval")), if required by law. The execution and delivery of this Agreement and the consummation of the Transactions transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the CompanySPSS, subject in to obtaining the case of the consummation of the Merger to the adoption of this Agreement by the Required Company VoteSPSS Stockholder Approval. This Agreement has been duly executed and delivered by the Company SPSS and constitutes a valid and binding agreement of the CompanySPSS, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally, generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (ii) The execution and delivery of this Agreement by SPSS does not or will not, as the case may be, and the consummation by SPSS of the Merger and the other Transactions transactions contemplated hereby will not not, conflict with, or result in any violation of, or constitute a default (with or without notice or lapse of time, or both) under, or give rise to a right of of, or result by its terms in the, termination, amendment, cancellation or acceleration of any obligation or the loss of a material benefit under, or the creation of a Lien on lien, pledge, security interest, charge or other encumbrance on, or the loss of, any assets of the Company or any of its Subsidiaries assets, including Intellectual Property (any such conflict, violation, default, right of termination, amendment, cancellation or acceleration, loss or creation, a "VIOLATIONViolation") pursuant to: (A) any provision of the certificate of incorporation or bylaws of the Company SPSS or any material Subsidiary of its SubsidiariesSPSS, or (B) except as would notas, individually or in the aggregate, constitute would not reasonably be expected to have a Company Material Adverse Effect and(as defined in Section 8.11 (g)) on SPSS, subject to obtaining or making the Required Consents consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (as defined in Section 3.1(c)(iv))iii) below, any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company SPSS or any Subsidiary of the Company SPSS or their respective properties or assets. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, any national, state, municipal or local government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority (a "GOVERNMENTAL ENTITYGovernmental Entity"), is required by or with respect to the Company SPSS or any Subsidiary of its Subsidiaries SPSS in connection with the execution and delivery of this Agreement by the Company SPSS or the consummation of the Merger and the other Transactions transactions contemplated hereby, except for the Required Consents and such other consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain would not, individually or in the aggregate, constitute a Company Material Adverse Effect. (iv) The Company and its Subsidiaries are not in violation of any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any Subsidiary of the Company or their respective properties or assets except for violations which, individually or in the aggregate, do not constitute a Company Material Adverse Effect. (v) As used herein, "REQUIRED CONSENTS" shall mean consents, approvals, orders, authorizations, registrations, declarations and filings those required under or in relation to (A) the XxxxHart-Xxxxx-Xxxxxx Antitrust Xxxitrust Improvements Act of 1976, as amended (the "HSR ACTAct"), (B) state securities or "blue sky" laws (the "BLUE SKY LAWSBlue Sky Laws"), (C) the Securities Act of 1933, as amended (the "SECURITIES ACT")Act, (D) the Exchange Act, (E) the DGCL with respect to the filing of the Certificate of Merger under the DGCLMerger, (F) rules and regulations of NASDAQ, (G) antitrust or other competition laws of other jurisdictions jurisdictions, and (H) consents set forth such consents, approvals, orders, authorizations, registrations, declarations and filings the failures of which to make or obtain, in the aggregate, would not reasonably be expected to have a Material Adverse Effect on SPSS. Consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to any, of the Company Disclosure Scheduleforegoing clauses (A) through (G) are hereinafter referred to as "Necessary Consents."

Authority; No Conflicts. (i) The Company Pfizer has all requisite corporate power and authority to enter into this Agreement and to consummate the Transactions transactions contemplated hereby, subject to obtaining the requisite stockholder approval of the issuance of the shares of Pfizer Common Stock to be issued in the case of Merger (the consummation of "Share Issuance") and the Merger to Board Amendment (collectively, the adoption of this Agreement by the Required Company Vote (as defined in Section 3.1(g"Pfizer Stockholder Approval")), if required by law. The execution and delivery of this Agreement and the consummation of the Transactions transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the CompanyPfizer, subject in to obtaining the case of the consummation of the Merger to the adoption of this Agreement by the Required Company VotePfizer Stockholder Approval. This Agreement has been duly executed and delivered by the Company Pfizer and constitutes a valid and binding agreement of the CompanyPfizer, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally, generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (ii) The execution and delivery of this Agreement by Pfizer does not or will not, as the case may be, and the consummation by Pfizer of the Merger and the other Transactions transactions contemplated hereby will not not, conflict with, or result in any violation of, or constitute a default (with or without notice or lapse of time, or both) under, or give rise to a right of of, or result by its terms in the, termination, amendment, cancellation or acceleration of any obligation or the loss of a material benefit under, or the creation of a Lien on lien, pledge, security interest, charge or other encumbrance on, or the loss of, any assets of the Company or any of its Subsidiaries assets, including Intellectual Property (any such conflict, violation, default, right of termination, amendment, cancellation or acceleration, loss or creation, a "VIOLATIONViolation") pursuant to: (A) any provision of the certificate of incorporation or bylaws of the Company Pfizer or any material Subsidiary of its SubsidiariesPfizer, or (B) except as would notas, individually or in the aggregate, constitute would not reasonably be expected to have a Company Material Adverse Effect and(as defined in Section 8.11(g)) on Pfizer, subject to obtaining or making the Required Consents consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (as defined in Section 3.1(c)(iv))iii) below, any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company Pfizer or any Subsidiary of the Company Pfizer or their respective properties or assets. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, any supranational, national, state, municipal municipal, local or local foreign government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority (a "GOVERNMENTAL ENTITYGovernmental Entity"), is required by or with respect to the Company Pfizer or any Subsidiary of its Subsidiaries Pfizer in connection with the execution and delivery of this Agreement by the Company Pfizer or the consummation of the Merger and the other Transactions transactions contemplated hereby, except for the Required Consents and such other consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain would not, individually or in the aggregate, constitute a Company Material Adverse Effect. (iv) The Company and its Subsidiaries are not in violation of any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any Subsidiary of the Company or their respective properties or assets except for violations which, individually or in the aggregate, do not constitute a Company Material Adverse Effect. (v) As used herein, "REQUIRED CONSENTS" shall mean consents, approvals, orders, authorizations, registrations, declarations and filings those required under or in relation to (A) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACTAct"), (B) state securities or "blue sky" laws (the "BLUE SKY LAWSBlue Sky Laws"), (C) the Securities Act of 1933, as amended (the "SECURITIES ACT")Act, (D) the Exchange Act, (E) the DGCL with respect to the filing of the Certificate of Merger under the DGCLMerger, (F) rules and regulations of NASDAQthe NYSE, (G) antitrust or other competition laws of other jurisdictions jurisdictions, and (H) consents set forth such consents, approvals, orders, authorizations, registrations, declarations and filings the failures of which to make or obtain, in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Pfizer. Consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to any of the Company Disclosure Scheduleforegoing clauses (A) through (G) are hereinafter referred to as "Necessary Consents."

Authority; No Conflicts. (i) The Company Purchaser has all requisite corporate power and authority to enter into this Agreement and to consummate the Transactions transactions contemplated hereby, including, without limitation, the issuance of the shares of Purchaser Common Stock to be issued in the Merger (the “Share Issuance”) and upon the exercise of Converted Options, subject in the case of the consummation of the Merger Share Issuance and the Articles Amendment to the adoption of this Agreement by the Required Company Vote Purchaser Votes (as defined in Section 3.1(g)), if required by law. The execution and delivery of this Agreement and the consummation of the Transactions transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the CompanyPurchaser, subject in the case of the consummation of the Merger Share Issuance and the Articles Amendment to the adoption of this Agreement by the Required Company VotePurchaser Votes. This Agreement has been duly executed and delivered by the Company and Purchaser and, assuming that this Agreement constitutes a valid and binding agreement of the CompanyCompany constitutes a valid and binding agreement of Purchaser, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally, generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law)) or by an implied covenant of good faith and fair dealing. (ii) The execution and delivery of this Agreement by Purchaser does not not, and the consummation by Purchaser of the Merger and the other Transactions transactions contemplated hereby will not not, conflict with, or result in any violation of, or constitute a default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, amendment, cancellation or acceleration of any obligation or the loss of a material benefit under, or the creation of a Lien on any assets of the Company or any of its Subsidiaries (any such conflict, violation, default, right of termination, amendment, cancellation or acceleration, loss or creation, is hereinafter referred to as a "VIOLATION"“Violation”) pursuant to: (A) any provision of the certificate articles of incorporation or bylaws of the Company Purchaser or any material Subsidiary of its Subsidiaries, Purchaser or (B) except as set forth in Section 3.1(c) of the Purchaser Disclosure Schedule or as would notnot reasonably be expected to have, individually or in the aggregate, constitute a Company Material Adverse Effect andon Purchaser, and subject to obtaining or making the Required Consents consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (as defined in Section 3.1(c)(iv))iii) below, any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company Purchaser or any material Subsidiary of the Company Purchaser, or their respective properties or assets. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, any supranational, national, state, municipal municipal, local or local foreign government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority (a "GOVERNMENTAL ENTITY"), “Governmental Entity”) or expiry of any related waiting period is required by or with respect to the Company Purchaser or any Subsidiary of its Subsidiaries Purchaser in connection with the execution and delivery of this Agreement by the Company Purchaser or Merger Sub or the consummation of the Merger and the other Transactions transactions contemplated hereby, except for the Required Consents and such other consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain would not, individually or in the aggregate, constitute a Company Material Adverse Effect. (iv) The Company and its Subsidiaries are not in violation of any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any Subsidiary of the Company or their respective properties or assets except for violations which, individually or in the aggregate, do not constitute a Company Material Adverse Effect. (v) As used herein, "REQUIRED CONSENTS" shall mean consents, approvals, orders, authorizations, registrations, declarations and filings those required under or in relation to (A) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "“HSR ACT"Act”), ; (B) state securities or "“blue sky" ” laws (the "BLUE SKY LAWS"“Blue Sky Laws”), ; (C) the Securities Act of 1933, as amended amended, and the rules and regulations promulgated thereunder (the "SECURITIES ACT"“Securities Act”), ; (D) the Exchange Act, ; (E) the IBCL and the DGCL with respect to the filing of the Certificate Articles of Merger under and the DGCL, Articles Amendment; (F) rules and regulations of NASDAQ, the NYSE; (G) antitrust approval for acquisition of control or other competition laws material modification filings in the states of other jurisdictions California, Delaware, Georgia, Illinois, Missouri, Oklahoma, Texas, Virginia and Wisconsin and the Commonwealth of Puerto Rico; (H) consents set forth filings required under applicable state insurance antitrust laws; and (I) such consents, approvals, orders, authorizations, registrations, declarations and filings and expiry of waiting periods the failure of which to make or obtain or expire would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Purchaser. Consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to any of the Company Disclosure Scheduleforegoing clauses (A) through (H) are hereinafter referred to as “Necessary Consents.”

Authority; No Conflicts. (i) The Company Sprint has all requisite corporate power and authority to enter into this Agreement and to consummate the Transactions transactions contemplated hereby, subject in the case of the consummation of the Merger to the adoption of this Agreement by the Required Company Vote (as defined in Section 3.1(g)), if required by lawSprint Vote. The execution and delivery of this Agreement and the consummation of the Transactions transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the CompanySprint, subject in the case of the consummation of the Merger to the adoption of this Agreement by the Required Company Sprint Vote. This Agreement has been duly executed and delivered by the Company Sprint and constitutes a valid and binding agreement of the CompanySprint, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally, by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (ii) The execution and delivery of this Agreement does do not or will not, as the case may be, and the consummation of the Merger and the other Transactions transactions contemplated hereby will not not, subject to the adoption of this Agreement by the Required Sprint Vote, conflict with, or result in any violation of, or constitute a default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, amendment, cancellation cancelation or acceleration of any obligation or the loss of a material benefit under, or the creation of a Lien lien, pledge, security interest, charge or other encumbrance on any assets of the Company or any of its Subsidiaries (any such conflict, violation, default, right of termination, amendment, cancellation cancelation or acceleration, loss or creation, a "VIOLATIONViolation") pursuant to: (A) any provision of the certificate articles of incorporation or bylaws by-laws of Sprint or the Company or governing documents of any Subsidiary of its SubsidiariesSprint, or (B) except as would notis not reasonably likely, individually or in the aggregate, constitute to have a Company Material Adverse Effect and, on Sprint and subject to obtaining or making the Required Consents consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (as defined in Section 3.1(c)(iv))iii) below, any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company Sprint or any Subsidiary of the Company Sprint or their respective properties or assets. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, any supranational, national, state, municipal or local government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority authority, including the European Union (a "GOVERNMENTAL ENTITYGovernmental Entity"), is required by or with respect to the Company Sprint or any Subsidiary of its Subsidiaries Sprint in connection with the execution and delivery of this Agreement by the Company Sprint or the consummation of the Merger and the other Transactions transactions contemplated hereby, except for those required under or in relation to (A) the Required Consents Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, anx xxx xxxxx xxx xegulations promulgated thereunder (the "HSR Act"), and Council Regulation (EEC) No. 4064/89 ("Regulation 4064/89"), (B) the Communications Act of 1934, as amended, and the rules and regulations promulgated thereunder (the "Communications Act"), and any other rules, regulations, practices and policies promulgated by the Federal Communications Commission ("FCC"), (C) state securities or "blue sky" laws (the "Blue Sky Laws"), (D) the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "Securities Act"), (E) the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the "Exchange Act"), (F) the KGCC with respect to the filing of the Kansas Certificate of Merger and the GBCC with respect to the filing of the Georgia Certificate of Merger, (G) laws, rules, regulations, practices and orders of any state public service commissions ("PUCs"), foreign telecommunications regulatory agencies or similar state or foreign regulatory bodies, (H) rules and regulations of the New York Stock Exchange, Inc. ("NYSE"), (I) antitrust or other competition laws of other jurisdictions, and (J) such other consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain would notis not reasonably likely, individually or in the aggregate, constitute to have a Company Material Adverse Effect. (iv) The Company and its Subsidiaries are not in violation of any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any Subsidiary of the Company or their respective properties or assets except for violations which, individually or in the aggregate, do not constitute a Company Material Adverse Effect. (v) As used herein, "REQUIRED CONSENTS" shall mean consentsEffect on Sprint. Consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to any of the foregoing clauses (A) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), (B) state securities or "blue sky" laws (the "BLUE SKY LAWS"), (C) the Securities Act of 1933, as amended (the "SECURITIES ACT"), (D) the Exchange Act, (E) the filing of the Certificate of Merger under the DGCL, (F) rules and regulations of NASDAQ, through (G) antitrust or other competition laws of other jurisdictions and clause (HI) consents set forth on the Company Disclosure Scheduleare hereinafter referred to as "Required Consents".

Authority; No Conflicts. (i) The Company has CNET and Merger Sub have all requisite corporate power and authority to enter into this Agreement and to consummate the Transactions transactions contemplated herebyhereby and thereby, subject subject, in the case of the consummation of the Merger Merger, to the adoption of this Agreement approval by the Required Company Vote (as defined in Section 3.1(g)), if required by lawCNET Stockholder Approval. The execution and delivery of this Agreement and the consummation of the Transactions transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of CNET and Merger Sub and no other corporate proceedings on the Companypart of CNET or Merger Sub are necessary to authorize the execution and delivery of this Agreement or to consummate the Merger and the other transactions contemplated hereby, subject in the case of the consummation of the Merger Merger, to the adoption of this Agreement by the Required Company VoteCNET Stockholder Approval. This Agreement has been duly executed and delivered by the Company CNET and Merger Sub and constitutes a valid and binding agreement of the CompanyCNET and Merger Sub, enforceable against it each of CNET and Merger Sub in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors generally, generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (ii) The execution and delivery of this Agreement does not by CNET and Merger Sub do not, and the consummation by CNET and Merger Sub of the Merger and the other Transactions transactions contemplated hereby will not not, conflict with, or result in any violation of, or constitute a default (with or without notice or lapse of time, or both) under, or give rise to a right of of, or result by its terms in the termination, amendment, cancellation or acceleration of any obligation or the loss of a material benefit under, or the creation of a Lien on Lien, charge, "put" or "call" right or other encumbrance on, or the loss of, any assets of the Company or any of its Subsidiaries assets, including Intellectual Property (any such conflict, violation, default, right of termination, amendment, cancellation or acceleration, loss or creation, a "VIOLATIONViolation") pursuant to: (A) any provision of the certificate of incorporation or bylaws or similar organizational document of the Company CNET, Merger Sub or any Significant Subsidiary of its SubsidiariesCNET, or (B) except as would not, (1) individually or in the aggregate, constitute would not reasonably be expected to have a Company Material Adverse Effect andon CNET or Merger Sub or (2) would not prevent or materially delay the consummation of the Merger, subject to obtaining or making the Required Consents consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (as defined in Section 3.1(c)(iv))iii) below, and except with respect to employee stock options and other awards, any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company CNET, Merger Sub or any Subsidiary of the Company CNET or their respective properties or assets. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, any supranational, national, state, municipal municipal, local or local foreign government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority (a "GOVERNMENTAL ENTITYGovernmental Entity")) or any other Person, is required by or with respect to the Company CNET, Merger Sub or any Subsidiary of its Subsidiaries CNET in connection with the execution and delivery of this Agreement by the Company CNET or Merger Sub, as applicable, or the consummation by CNET and Merger Sub of the Merger and the other Transactions transactions contemplated hereby, except for those required under or in relation to (A) the Required Consents Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), (B) state securities or "blue sky" laws (the "Blue Sky Laws"), (C) the Securities Act of 1933, as amended (the "Securities Act"), (D) the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (E) the DGCL with respect to the filing of the Certificate of Merger, (F) the rules and regulations of the NASDAQ or of The New York Stock Exchange, (G) antitrust or other competition laws of other jurisdictions and (H) such other consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain would notobtain, individually or in the aggregate, constitute would not reasonably be expected to have a Company Material Adverse Effect. (iv) The Company and its Subsidiaries are not in violation of any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any Subsidiary of the Company or their respective properties or assets except for violations which, individually or in the aggregate, do not constitute a Company Material Adverse Effect. (v) As used herein, "REQUIRED CONSENTS" shall mean consentsEffect on CNET. Consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to any of the foregoing clauses (A) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), (B) state securities or "blue sky" laws (the "BLUE SKY LAWS"), (C) the Securities Act of 1933, as amended (the "SECURITIES ACT"), (D) the Exchange Act, (E) the filing of the Certificate of Merger under the DGCL, (F) rules and regulations of NASDAQ, through (G) antitrust or other competition laws of other jurisdictions and (H) consents set forth on the Company Disclosure Scheduleare hereinafter referred to as "Necessary Consents".

Authority; No Conflicts. (i) The Company has all requisite corporate power and corporate authority to enter into this Agreement and to consummate the Transactions contemplated herebyand, subject in the case of the consummation of the Merger to the adoption of this Agreement by the Required requisite vote of the holders of Company Vote (as defined in Section 3.1(g))Common Stock, if required by lawto consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Transactions transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company, subject in the case of the consummation of the Merger to the adoption of this Agreement by the Required Company Votestockholders of the Company. This Agreement has been duly executed and delivered by the Company and constitutes a valid and binding agreement of the Company, enforceable against it the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally, generally and by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (ii) The execution and delivery of this Agreement does not or will not, as the case may be, and the consummation of the Merger and the other Transactions transactions contemplated hereby will not not, conflict with, or result in any violation of, or constitute a default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, amendment, cancellation or acceleration of any obligation or the loss of a material benefit under, or the creation of a Lien lien, pledge, security interest, charge or other encumbrance on any assets of the Company or any of its Subsidiaries (any such conflict, violation, default, right of termination, amendment, cancellation or acceleration, loss or creation, a "VIOLATIONViolation") pursuant to: (A) any provision of the certificate of incorporation or bylaws Organizational Documents of the Company or any of its Subsidiaries, the Company Subs or (B) except as would not, individually or in the aggregate, constitute could not reasonably be expected to have a Company Material Adverse Effect on the Company and, subject to obtaining or making the Required Consents consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (as defined in Section 3.1(c)(iv))iii) below, any material indenture or loan or credit agreement or any other material contract, agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, franchiseauthorization, licenseorder, writ, judgment, orderinjunction, decree, statute, law, ordinance, rule determination or regulation applicable arbitration award to which the Company or any Subsidiary of the Company Subs is a party or by which the property of the Company or their respective properties Company Subs is bound or assetsaffected, or result in the creation or imposition of any mortgage, pledge, lien, security interest or other charge or encumbrance on any of the Company's or Company Subs' assets or shares of capital stock, except where such breach, default, acceleration or exercise of right of termination would not have a Material Adverse Effect. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, any supranational, national, state, municipal or local government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority (a "GOVERNMENTAL ENTITYGovernmental Entity"), is required by or with respect to the Company or any of its Subsidiaries the Company Subs in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the Merger and the other Transactions transactions contemplated hereby, except for the Required Consents and such other consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain would not, individually or in the aggregate, constitute a Company Material Adverse Effect. (ivx) The Company and its Subsidiaries are not in violation of any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any Subsidiary of the Company or their respective properties or assets except for violations which, individually or in the aggregate, do not constitute a Company Material Adverse Effect. (v) As used herein, "REQUIRED CONSENTS" shall mean consents, approvals, orders, authorizations, registrations, declarations and filings those required under or in relation to (A) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACTAct"), (B) state securities or "blue sky" laws (the "BLUE SKY LAWS")laws, (C) the Securities Act of 1933, as amended (the "SECURITIES ACTSecurities Act"), (D) the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (E) the DGCL and the TBCA with respect to the filing and recordation of the Certificate of Merger under the DGCLappropriate merger or other documents, (F) rules and regulations of NASDAQthe Nasdaq National Market ("Nasdaq"), and (G) antitrust or other competition laws of other jurisdictions jurisdictions, and (Hy) consents set forth such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain could not reasonably be expected to have a Material Adverse Effect on the Company Disclosure ScheduleCompany.

Authority; No Conflicts. (i) The Company Sprint has all requisite corporate power and authority to enter into this Agreement and to consummate the Transactions transactions contemplated hereby, subject in the case of the consummation of the Merger to the adoption of this Agreement by the Required Company Vote (as defined in Section 3.1(g)), if required by lawSprint Vote. The execution and delivery of this Agreement and the consummation of the Transactions transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the CompanySprint, subject in the case of the consummation of the Merger to the adoption of this Agreement by the Required Company Sprint Vote. This Agreement has been duly executed and delivered by the Company Sprint and constitutes a valid and binding agreement of the CompanySprint, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally, by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (ii) The execution and delivery of this Agreement does do not or will not, as the case may be, and the consummation of the Merger and the other Transactions transactions contemplated hereby will not not, subject to the adoption of this Agreement by the Required Sprint Vote, conflict with, or result in any violation of, or constitute a default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, amendment, cancellation cancelation or acceleration of any obligation or the loss of a material benefit under, or the creation of a Lien lien, pledge, security interest, charge or other encumbrance on any assets of the Company or any of its Subsidiaries (any such conflict, violation, default, right of termination, amendment, cancellation cancelation or acceleration, loss or creation, a "VIOLATIONViolation") pursuant to: (A) any provision of the certificate articles of incorporation or bylaws by-laws of Sprint or the Company or governing documents of any Subsidiary of its SubsidiariesSprint, or (B) except as would notis not reasonably likely, individually or in the aggregate, constitute to have a Company Material Adverse Effect and, on Sprint and subject to obtaining or making the Required Consents consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (as defined in Section 3.1(c)(iv))iii) below, any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company Sprint or any Subsidiary of the Company Sprint or their respective properties or assets. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, any supranational, national, state, municipal or local government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority authority, including the European Union (a "GOVERNMENTAL ENTITYGovernmental Entity"), is required by or with respect to the Company Sprint or any Subsidiary of its Subsidiaries Sprint in connection with the execution and delivery of this Agreement by the Company Sprint or the consummation of the Merger and the other Transactions transactions contemplated hereby, except for the Required Consents and such other consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain would not, individually or in the aggregate, constitute a Company Material Adverse Effect. (iv) The Company and its Subsidiaries are not in violation of any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any Subsidiary of the Company or their respective properties or assets except for violations which, individually or in the aggregate, do not constitute a Company Material Adverse Effect. (v) As used herein, "REQUIRED CONSENTS" shall mean consents, approvals, orders, authorizations, registrations, declarations and filings those required under or in relation to (A) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended amended, and the rules and regulations promulgated thereunder (the "HSR ACTAct") and Council Regulation (EEC) No. 4064/89 ("Regulation 4064/89"), (B) the Communications Act of 1934, as amended, and the rules and regulations promulgated thereunder (the 1-10 "Communications Act"), and any other rules, regulations, practices and policies promulgated by the Federal Communications Commission ("FCC"), (C) state securities or "blue sky" laws (the "BLUE SKY LAWSBlue Sky Laws"), (CD) the Securities Act of 1933, as amended amended, and the rules and regulations promulgated thereunder (the "SECURITIES ACTSecurities Act"), (D) the Exchange Act, (E) the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the "Exchange Act"), (F) the KGCC with respect to the filing of the Kansas Certificate of Merger under and the DGCLGBCC with respect to the filing of the Georgia Certificate of Merger, (FG) laws, rules, regulations, practices and orders of any state public service commissions ("PUCs"), foreign telecommunications regulatory agencies or similar state or foreign regulatory bodies, (H) rules and regulations of NASDAQthe New York Stock Exchange, Inc. ("NYSE"), (GI) antitrust or other competition laws of other jurisdictions jurisdictions, and (HJ) consents set forth such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect on Sprint. Consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to any of the Company Disclosure Scheduleforegoing clauses (A) through (G) and clause (I) are hereinafter referred to as "Required Consents".

Authority; No Conflicts. (i) The Company Shire has all requisite corporate power and authority to enter into this Agreement and to consummate the Transactions transactions contemplated hereby, subject in the case of the consummation of the Merger to the adoption of this Agreement and the Arrangement by the Required Company Shire Vote (as defined in Section 3.1(gthe "Shire Shareholders Approval")), if required by law. The execution and delivery of this Agreement and the consummation of the Transactions transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the CompanyShire, subject in to obtaining the case of the consummation of the Merger to the adoption of this Agreement by the Required Company VoteShire Shareholders Approval. This Agreement has been duly executed and delivered by the Company Shire and constitutes a the valid and binding agreement of the CompanyShire, enforceable against it Shire in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally, generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (ii) The execution and delivery of this Agreement by Shire does not not, and the consummation by Shire of the Merger Arrangement and the other Transactions transactions contemplated hereby will not conflict with, or result in any violation of, or constitute a default (with or without notice or lapse of time, or both) under, or give rise to a right of of, or result by its terms in the termination, amendment, cancellation or acceleration of any obligation or the loss of a material benefit under, or the creation of a Lien on lien, pledge, security interest, charge or other encumbrance on, or the loss of, any assets of the Company or any of its Subsidiaries assets, including Intellectual Property (any such conflict, violation, default, right of termination, amendment, cancellation or acceleration, loss or creation, a "VIOLATIONViolation") pursuant to: (A) any provision of the certificate Memorandum and Articles of incorporation Association or bylaws similar organizational documents of the Company Shire or any Significant Subsidiary of its SubsidiariesShire, or (B) except as would not, individually or in the aggregate, constitute aggregate would not have a Company Material Adverse Effect andon Shire, subject to obtaining or making the Required Consents consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (as defined in Section 3.1(c)(iv))iii) below, any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or Shire, any Significant Subsidiary of the Company Shire, or their respective properties or assets. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, any supranational, national, state, municipal provincial, municipal, local or local foreign government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority (a "GOVERNMENTAL ENTITYGovernmental Entity"), is required by or with respect to the Company Shire or any Subsidiary of its Subsidiaries Shire in connection with the execution and delivery of this Agreement by the Company Shire or the consummation of the Merger Arrangement and the other Transactions transactions contemplated hereby, except for the Required Consents and such other consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain would not, individually or in the aggregate, constitute a Company Material Adverse Effect. (iv) The Company and its Subsidiaries are not in violation of any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any Subsidiary of the Company or their respective properties or assets except for violations which, individually or in the aggregate, do not constitute a Company Material Adverse Effect. (v) As used herein, "REQUIRED CONSENTS" shall mean consents, approvals, orders, authorizations, registrations, declarations and filings those required under or in relation to (A) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACTAct"), (B) the Competition Act (Canada) (the "CA"), (C) state securities or "blue sky" laws (the "BLUE SKY LAWS"), (C) the Securities Act of 1933, as amended (the "SECURITIES ACTBlue Sky Laws"), (D) the Exchange Securities Act, (E) the filing of the Certificate of Merger under the DGCLCanadian Securities Laws, (F) rules and regulations of NASDAQthe Exchange Act, (G) antitrust or other competition laws the CBCA with respect to the filing of other jurisdictions and the Articles of Arrangement, (H) consents set forth the Financial Services Xxx 0000, (I) the Listing Rules or the Rules of the LSE, (J) the Investment Canada Act (the "ICA"), (K) the consent of a --- Canadian court to the Plan of Arrangement and (L) such consents, approvals, orders, authorizations, registrations, declarations and filings the failures of which to make or obtain, in the aggregate, would not have a Material Adverse Effect on Shire. Consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to any of the Company Disclosure Scheduleforegoing clauses (A) through (K) are hereinafter referred to as "Necessary Consents."

Authority; No Conflicts. (ia) The Company Seller has all the requisite corporate power and authority to enter into this Agreement and the Ancillary Agreements and to consummate the Transactions transactions contemplated hereby, subject in the case of the consummation of the Merger to the adoption of this Agreement by the Required Company Vote (as defined in Section 3.1(g)), if required by lawhereunder and thereunder. The execution and delivery of this Agreement and the Ancillary Agreements and the consummation of the Transactions transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company, subject in the case of the consummation of the Merger to the adoption of this Agreement by the Required Company Vote. Seller. (b) This Agreement has been duly executed and delivered by the Company Seller and constitutes a the valid and binding agreement obligations of the Company, Seller enforceable against it Seller in accordance with its terms, except as such to the extent that enforceability may be limited by the effect, if any, of any applicable bankruptcy, reorganization, insolvency, reorganizationmoratorium or other Laws affecting the enforcement of creditors’ rights generally or any general principles of equity, moratorium and similar laws relating to or affecting creditors generally, by general equity principles (regardless of whether such enforceability is considered in a proceeding at law or in equity or at law)equity. (iic) The Except as disclosed in Schedule 4.2(c), neither the execution and delivery by Seller of this Agreement does not and the Ancillary Agreements nor the consummation of the Merger and the other Transactions transactions contemplated hereby or thereby will not conflict with, or result in any breach or violation of, constitute a or default under (with or without notice or lapse of time, or both) under), or give rise to a right of termination, amendment, cancellation or acceleration of any obligation or the loss of a material any benefit under, or the creation of a Lien on any assets of the Company or any of its Subsidiaries under (any such conflict, violation, default, right of termination, amendment, cancellation or acceleration, loss or creation, a "VIOLATION") pursuant to: (Ai) any provision of the certificate Articles of incorporation Incorporation or bylaws of the Company Bylaws, (ii) any material contract, agreement or understanding to which Seller is a party or to which any of its Subsidiaries, material properties or assets is bound or (Biii) except as would notany material permit, individually or in the aggregateauthorization, constitute a Company Material Adverse Effect and, subject to obtaining or making the Required Consents (as defined in Section 3.1(c)(iv)), any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permitconcession, franchise, license, judgment, order, decree, statute, law, ordinance, rule writ or regulation Law of any Governmental Entity applicable to the Company or any Subsidiary of the Company or their respective properties or assets. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, any national, state, municipal or local government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority (a "GOVERNMENTAL ENTITY"), is required by or with respect to the Company Seller or any of its Subsidiaries material properties or assets, except, in connection with the case of clauses (ii) and (iii) above, any such conflicts, breaches, violations or defaults, which would not reasonably be expected to have a Material Adverse Effect on the CRM Division or that would reasonably be expected to prevent or materially delay the consummation by Seller of the transactions contemplated by this Agreement and the Ancillary Agreements. Except as disclosed in Schedule 4.2(c), to the Knowledge of Seller, no notice to, filing with, and no permit, authorization, consent or approval of, any Governmental Entity, or any other Person is necessary for the execution and delivery of this Agreement and the Ancillary Agreements by the Company Seller or the consummation by Seller of the Merger and transactions contemplated by this Agreement or the other Transactions contemplated hereby, except for the Required Consents and such other consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain would not, individually or in the aggregate, constitute a Company Material Adverse EffectAncillary Agreements. (iv) The Company and its Subsidiaries are not in violation of any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any Subsidiary of the Company or their respective properties or assets except for violations which, individually or in the aggregate, do not constitute a Company Material Adverse Effect. (v) As used herein, "REQUIRED CONSENTS" shall mean consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to (A) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), (B) state securities or "blue sky" laws (the "BLUE SKY LAWS"), (C) the Securities Act of 1933, as amended (the "SECURITIES ACT"), (D) the Exchange Act, (E) the filing of the Certificate of Merger under the DGCL, (F) rules and regulations of NASDAQ, (G) antitrust or other competition laws of other jurisdictions and (H) consents set forth on the Company Disclosure Schedule.

Authority; No Conflicts. (i) The Company Investor has all requisite corporate limited partnership power and authority to enter into this Agreement and the Transaction Agreements with respect to which Investor is contemplated thereby to be a party and to consummate the Transactions contemplated hereby, subject in the case of the consummation of the Merger to the adoption of this Agreement by the Required Company Vote (as defined in Section 3.1(g)), if required by lawTransactions. The execution and delivery of this Agreement and the Transaction Agreements with respect to which Investor is contemplated thereby to be a party by Investor and the consummation by Investor of the Transactions contemplated hereby have been duly authorized by all necessary corporate limited partnership action on the part of the Company, subject in the case of the consummation of the Merger to the adoption of this Agreement by the Required Company VoteInvestor. This Agreement has been been, and the Transaction Agreements with respect to which Investor is contemplated thereby to be a party will be, duly executed and delivered by Investor and, assuming the Company due authorization and valid execution and delivery of this Agreement or the applicable Transaction Agreement with respect to which Investor is contemplated thereby to be a party by the other parties hereto and thereto, as applicable, constitutes or will constitute a valid and binding agreement of the CompanyInvestor, enforceable against it Investor in accordance with its their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and similar laws Applicable Laws relating to or affecting creditors generally, generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (ii) The execution and delivery of this Agreement by Investor does not not, the execution and delivery by Investor of the Transaction Agreements with respect to which Investor is contemplated thereby to be a party will not, and the consummation of the Merger and the other Transactions contemplated hereby will not not, conflict with, or result in any breach or violation of, or constitute a default (with or without notice or lapse of time, or both) under, or give rise to a right of or result by its terms in the termination, amendment, cancellation or acceleration of any obligation or the loss of a material benefit under, or the creation of a Lien on any material pledges, claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever (collectively, “Liens”), “put” or “call” right or other encumbrance on, or the loss of, any assets of the Company or any of its Subsidiaries (any such conflict, breach, violation, default, right of termination, amendment, cancellation or acceleration, loss or creation, a "VIOLATION"“Violation”) pursuant to(with or without notice or lapse of time, or both) under: (A) any provision of the certificate organizational documents of incorporation or bylaws of the Company or any of its Subsidiaries, Investor or (B) except as would notas, individually or in the aggregate, constitute would not reasonably be expected to have a Company Material Adverse Effect andon Investor, subject to obtaining or making the Required Consents Investor Necessary Consents, (as defined in Section 3.1(c)(iv)), 1) any loan or credit agreement, note, instrument, mortgage, bond, indenture, leaseindenture real estate or other lease or sublease, benefit plan plan, license, sublicense, memorandum of understanding, sales order, purchase order, open bid or other agreementcontract, agreement or obligation, instrumentin each case, including all amendments, modifications and supplements thereto and waivers and consents thereunder (a “Contract”) to which Investor or any of its Subsidiaries is a party or by which any of them or any of their respective properties or assets is bound or (2) any permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company Investor or any Subsidiary of the Company Investor or their respective properties or assets. (iii) No consent, waiver, approval, order or authorization of, or registration, declaration or filing with, any supranational, national, federal, state, municipal municipal, local or local foreign government, any instrumentality, subdivision, court, administrative agency or agency, board, commission or other authority thereof, any arbitral tribunal, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority (a "GOVERNMENTAL ENTITY"), “Governmental Entity”) or any other Person is required to be obtained or made by or with respect to the Company Investor or any Subsidiary of its Subsidiaries Investor in connection with the execution and delivery of this Agreement and the Transaction Agreements with respect to which Investor is contemplated thereby to be a party by the Company Investor or the consummation by Investor of the Merger and the other Transactions contemplated herebyTransactions, except for the Required Consents and such other consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain would not, individually or in the aggregate, constitute a Company Material Adverse Effect. (iv) The Company and its Subsidiaries are not in violation of any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any Subsidiary of the Company or their respective properties or assets except for violations which, individually or in the aggregate, do not constitute a Company Material Adverse Effect. (v) As used herein, "REQUIRED CONSENTS" shall mean consents, approvals, orders, authorizations, registrations, declarations and filings those required under or in relation to (A) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "“HSR ACT"Act”), (B) state securities or "“blue sky" ” laws (the "BLUE SKY LAWS")or regulations, (C) the Securities Act of 1933, as amended (the "SECURITIES ACT"“Securities Act”), (D) the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (E) the filing of the Certificate of Merger under the DGCL, (F) rules and regulations of NASDAQthe NYSE and, if different, such national securities exchange designated by MVT Holding and Investor pursuant to Section 6.15, (GF) antitrust or other competition laws of other jurisdictions jurisdictions, (G) applicable state or federal banking laws or regulations and (H) consents set forth such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Investor. Consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to any of the Company Disclosure Scheduleforegoing clauses (A) through (G) are referred to as the “Investor Necessary Consents.” (iv) Equity Fund is the “ultimate parent entity” (as defined in 16 C.F.R. Section 801.1(a)(3)) of the Investor.

Authority; No Conflicts. (i) The Company Purchaser has all requisite corporate power and authority to enter into this Agreement and to consummate the Transactions contemplated herebyMerger, subject in the case of the consummation of the Merger to the adoption of this Agreement by the Required Company Vote Financing (as defined in Section 3.1(g3.1(f)(ii)), if required by law) and the other transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Transactions Merger, the Financing and the other transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company, subject in the case of the consummation of the Merger to the adoption of this Agreement by the Required Company VotePurchaser. This Agreement has been duly executed and delivered by the Company and Purchaser and, assuming that this Agreement constitutes a valid and binding agreement of the Company, constitutes a valid and binding agreement of Purchaser, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws Laws relating to or affecting creditors generally, generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at lawLaw). (ii) The execution and delivery of this Agreement by Purchaser does not not, and the consummation by Purchaser of the Merger Merger, the Financing and the other Transactions transactions contemplated hereby will not not, conflict with, or result in any violation of, or constitute a default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, amendment, cancellation or acceleration of any obligation or the loss of a material benefit under, or the creation of a Lien (as defined in Section 8.14(p)) (other than Permitted Liens (as defined in Section 8.14(v)) on any assets of the Company or any of its Subsidiaries (any such conflict, violation, default, right of termination, amendment, cancellation or acceleration, loss or creation, is hereinafter referred to as a "VIOLATIONViolation") pursuant to: (A) any provision of the certificate articles of incorporation or bylaws of the Company or any of its Subsidiaries, Purchaser or (B) except as would notnot reasonably be expected to have, individually or in the aggregate, constitute a Company Material Adverse Effect andon Purchaser, and subject to obtaining or making the Required Consents (as defined in Section 3.1(c)(iv8.14(i)), Orders (as defined in Section 8.14(t)) and Filings (as defined in Section 8.14(k)) referred to in paragraph (iii) below, any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule Order or regulation Law applicable to the Company Purchaser or any Subsidiary of the Company or their respective its properties or assets. (iii) No consent, approval, order Consent or authorization Order of, or registration, declaration or filing Filing with, any supranational, national, state, municipal municipal, local or local foreign government, any instrumentality, subdivision, court, arbitrator or arbitrator panel, regulatory or administrative agency or commission commission, or other authority thereof, or any regulatory or quasi-governmental regulatory organization or private body exercising any regulatory, taxing, importing or other governmental or quasi-quasi- governmental authority (a "GOVERNMENTAL ENTITYGovernmental Entity"), ) or expiry of any related waiting period is required by or with respect to the Company or any of its Subsidiaries Purchaser in connection with the execution and delivery of this Agreement by the Company Purchaser or Merger Sub or the consummation of the Merger and the other Transactions transactions contemplated hereby, except for the Required Consents and such other consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain would not, individually or in the aggregate, constitute a Company Material Adverse Effect. (iv) The Company and its Subsidiaries are not in violation of any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any Subsidiary of the Company or their respective properties or assets except for violations which, individually or in the aggregate, do not constitute a Company Material Adverse Effect. (v) As used herein, "REQUIRED CONSENTS" shall mean consents, approvals, orders, authorizations, registrations, declarations and filings those required under or in relation to (A) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACTAct"), ; (B) state securities or "blue sky" laws Laws (the "BLUE SKY LAWSBlue Sky Laws"), ; (C) the Securities Act of 1933, as amended (the "SECURITIES ACT"), Exchange Act; (D) the Exchange Act, (E) DGCL with respect to the filing of the Certificate of Merger under the DGCL, Merger; (FE) rules and regulations of NASDAQthe NYSE; (F) federal and state departments of health, state insurance departments and other Consents, Orders and Filings, including those required under Health Care Laws (as defined in Section 8.14(m)) or required by CMS (as defined in Section 5.3(f)), Medicare, Medicaid or similar Programs (as defined in Section 8.14(x)) as set forth in Section 3.1(b)(iii) of the Purchaser Disclosure Schedule (the "Healthcare Regulatory Approvals"); and (G) antitrust such Consents or other competition laws Orders of, and Filings with any Governmental Entity and expiry of other jurisdictions and (H) consents set forth waiting periods the failure of which to make or obtain or expire would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company Disclosure SchedulePurchaser.

Authority; No Conflicts. (i) The Company Parent has all requisite corporate power and authority to enter into this Agreement and to consummate the Transactions transactions contemplated hereby, subject in to obtaining the case of requisite stockholder approval (the consummation of the Merger to the adoption “Parent Stockholder Approval”) of this Agreement by and the Required Company Vote issuance of the shares of Parent Common Stock to be issued in the Merger (as defined in Section 3.1(gthe “Share Issuance”)), if required by law. The execution and delivery of this Agreement and the consummation of the Transactions transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the CompanyParent, subject in to obtaining the case of the consummation of the Merger to the adoption of this Agreement by the Required Company VoteParent Stockholder Approval. This Agreement has been duly executed and delivered by the Company Parent and constitutes a valid and binding agreement of the CompanyParent, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally, generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (ii) The execution and delivery of this Agreement by Parent does not or will not, as the case may be, and the consummation by Parent of the Merger and the other Transactions transactions contemplated hereby will not not, conflict with, or result in any violation of, or constitute a default (with or without notice or lapse of time, or both) under, or give rise to a right of of, or result by its terms in the, termination, material amendment, cancellation or acceleration of any material obligation or the loss of a material benefit under, or the creation of a Lien on lien, pledge, security interest, charge or other encumbrance on, or the loss of, any material assets of the Company or any of its Subsidiaries (any such conflict, violation, default, right of termination, amendment, cancellation or acceleration, loss or creation, a "VIOLATION"“Violation”) pursuant to: (A) any provision of the certificate amended articles of incorporation or bylaws regulations of the Company Parent or any of its Subsidiaries, or (B) except as would notas, individually or in the aggregate, constitute would not reasonably be expected to have a Company Material Adverse Effect andon Parent, any provision of the certificate of incorporation or bylaws of any Significant Subsidiary (as defined in Rule 1-02 of Regulation S-X of the SEC) of Parent, or (B) except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Parent, subject to obtaining or making the Required Consents consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (as defined in Section 3.1(c)(iv))iii) below, any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company Parent or any Subsidiary of the Company Parent or their respective properties or assets. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, any supranational, national, state, municipal municipal, local or local foreign government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority (a "GOVERNMENTAL ENTITY"“Governmental Entity”), is required by or with respect to the Company Parent or any Subsidiary of its Subsidiaries Parent in connection with the execution and delivery of this Agreement by the Company Parent or Merger Sub or the consummation of the Merger and the other Transactions transactions contemplated hereby, except for the Required Consents and such other consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain would not, individually or in the aggregate, constitute a Company Material Adverse Effect. (iv) The Company and its Subsidiaries are not in violation of any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any Subsidiary of the Company or their respective properties or assets except for violations which, individually or in the aggregate, do not constitute a Company Material Adverse Effect. (v) As used herein, "REQUIRED CONSENTS" shall mean consents, approvals, orders, authorizations, registrations, declarations and filings those required under or in relation to (A) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "“HSR ACT"Act”), (B) state securities or "“blue sky" ” laws (the "BLUE SKY LAWS"“Blue Sky Laws”), (C) the Securities Act of 1933, as amended (the "SECURITIES ACT")Act, (D) the Exchange Act, (E) the DGCL with respect to the filing of the Certificate of Merger under the DGCLMerger, (F) rules and regulations of NASDAQthe NYSE, (G) antitrust or other competition laws laws, of the European Union or other jurisdictions jurisdictions, and (H) consents set forth such other consents, approvals, orders, authorizations, registrations, declarations and filings the failures of which to make or obtain, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Parent. Consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to any of the Company Disclosure Scheduleforegoing clauses (A) through (G) are hereinafter referred to as “Specified Consents.”

Authority; No Conflicts. (i) The Company has all requisite the corporate ----------------------- power and authority and the legal right to enter into make, deliver and perform, and has taken all necessary corporate action to authorize the transactions contemplated by this Agreement and the other Recapitalization Documents, and to consummate the Transactions contemplated hereby, subject conduct its business as described in the case of Registration Statement. Neither the consummation of the Merger to the adoption of this Agreement by the Required Company Vote (as defined in Section 3.1(g)), if required by law. The execution and delivery of this Agreement and or the other Recapitalization Documents nor the consummation of the Transactions contemplated hereby have been duly authorized by all necessary corporate action on the part any of the Company, subject in transactions contemplated herein or therein nor compliance with the case of the consummation of the Merger to the adoption of this Agreement by the Required Company Vote. This Agreement has been duly executed terms and delivered by the Company and constitutes a valid and binding agreement of the Company, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to provisions hereof or affecting creditors generally, by general equity principles thereof (regardless of whether such enforceability is considered in a proceeding in equity a) violates or at law). (ii) The execution and delivery of this Agreement does not and the consummation of the Merger and the other Transactions contemplated hereby will not conflict with, result in violate any violation of, constitute a default (with law or without notice regulation or lapse of time, any order or both) under, or give rise to a right of termination, amendment, cancellation or acceleration decree of any obligation court or the loss of a material benefit under, or the creation of a Lien on any assets of the Company or any of its Subsidiaries (any such conflict, violation, default, right of termination, amendment, cancellation or acceleration, loss or creation, a "VIOLATION") pursuant to: (A) any provision of the certificate of incorporation or bylaws of the Company or any of its Subsidiaries, or (B) except as would not, individually or in the aggregate, constitute a Company Material Adverse Effect and, subject to obtaining or making the Required Consents (as defined in Section 3.1(c)(iv)), any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation government instrumentality applicable to the Company or any Subsidiary of the Company or their respective properties or assets. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, any national, state, municipal or local government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority (a "GOVERNMENTAL ENTITY"), is required by or with respect to the Company or any of its Subsidiaries subsidiaries or properties, except such violations as would not, in the aggregate, have a Material Adverse Effect, or (b) conflicts with or would result in the breach of, or constitutes a default under, any contract, lease, indenture, loan agreement, mortgage, deed of trust or other agreement or instrument to which the Company or any of its subsidiaries, is a party or by which any of them or any of their respective assets may be bound, except such conflicts, breaches or defaults as have been waived or consents therefor have been obtained or such conflicts, breaches or defaults as would not, in the aggregate, have a Material Adverse Effect. Except as contemplated herein, no consent, approval, authorization or order is presently required in connection with the execution and delivery of this Agreement or the Recapitalization Documents by the Company or the consummation of the Merger and the other Transactions transactions contemplated herebyhereby or thereby that has not been obtained, except for the Required Consents and such other consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make authorizations or obtain orders as would not, individually or in the aggregate, constitute have a Company Material Adverse Effect. (iv) The Company and its Subsidiaries are not in violation of any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any Subsidiary of the Company or their respective properties or assets except for violations which, individually or in the aggregate, do not constitute a Company Material Adverse Effect. (v) As used herein, "REQUIRED CONSENTS" shall mean consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to (A) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), (B) state securities or "blue sky" laws (the "BLUE SKY LAWS"), (C) the Securities Act of 1933, as amended (the "SECURITIES ACT"), (D) the Exchange Act, (E) the filing of the Certificate of Merger under the DGCL, (F) rules and regulations of NASDAQ, (G) antitrust or other competition laws of other jurisdictions and (H) consents set forth on the Company Disclosure Schedule.

Authority; No Conflicts. (a) Assuming the filings and approvals described in clauses (i) The through (iii) of Section 12.4(c) (collectively, the "Target Company Approvals") and the Company Approvals (as defined in Section 13.3(c)) are made or obtained (as the case may be), the Target Company has all requisite corporate or limited liability company power and authority authority, as the case may be, to enter into this Agreement and to consummate the Transactions transactions contemplated hereby, subject in the case of the consummation of the Merger to the adoption of this Agreement by the Required Company Vote (as defined in Section 3.1(g)), if required by law. The execution and delivery of this Agreement and the consummation of the Transactions transactions contemplated hereby have been duly authorized by all necessary corporate action or member action, as the case may be, on the part of the Target Company, subject in the case of the consummation of the Merger to the adoption of this Agreement by the Required Company Vote. This Agreement has been duly executed and delivered by the Target Company and constitutes a the legal, valid and binding agreement obligation of the Target Company, enforceable against it the Target Company in accordance with its terms, except as such enforceability enforcement may be limited by (i) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium and similar or other laws affecting or relating to or affecting the rights of creditors generally, by or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general equity principles (of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law). (iib) The execution Assuming the Target Company Approvals and the Company Approvals are made or obtained (as the case may be), the execution, delivery and performance of this Agreement by the Target Company does not not, and the consummation of the Merger and the other Transactions transactions contemplated hereby do not and will not not, conflict with, or result in any violation of, constitute a or default under (with or without notice or lapse of time, or both) under), or give rise to a right of termination, amendment, cancellation or acceleration of any obligation or the loss of a material any benefit under, or the creation of a Lien on (i) any assets provision of the certificate or articles of incorporation, bylaws, or other comparable organizational documents, each as amended, of the Target Company or any of its Subsidiaries; (ii) any mortgage, indenture, deed of trust, lease, contract, agreement, license or other instrument, permit, concession, franchise, judgment, order, decree or ruling to which the Target Company or any of its Subsidiaries is a party or by which the Target Company's or any of its Subsidiaries' assets or properties are bound; or (any such conflict, violation, default, right of termination, amendment, cancellation or acceleration, loss or creation, a "VIOLATION") pursuant to: (Aiii) any provision of Laws and Regulations applicable to the certificate of incorporation or bylaws of the Target Company or any of its Subsidiaries, or (B) except as would not, individually or in the aggregate, constitute a Company Material Adverse Effect and, subject to obtaining or making the Required Consents (as defined in Section 3.1(c)(iv)), any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company Subsidiaries or any Subsidiary of the Company or their respective properties or assets. (iiic) No consent, approval, order or authorization of, or registration, declaration or filing with, any national, state, municipal or local government, any instrumentality, subdivision, court, administrative agency or commission commission, self-regulatory organization ("SRO") or other authority thereof, or any quasi-governmental or private regulatory body exercising any regulatory, taxing, importing or other foreign or domestic governmental or quasi-governmental authority or instrumentality (each of the foregoing, a "GOVERNMENTAL ENTITYGovernmental Entity"), is required by or with respect to the Target Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement by Agreement, the Company performance of the Target Company's obligations hereunder or the consummation of the Merger and the other Transactions transactions contemplated hereby, except for (i) the Required Consents and filing of the articles or certificate of merger, as the case may be, with respect to the Merger of the Target Company; (ii) such other notices, applications, consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal or state securities laws or the failure of which to make applicable securities laws or obtain would not, individually or in the aggregate, constitute a Company Material Adverse Effect. (iv) The Company SRO rules and its Subsidiaries are not in violation regulations of any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to foreign country in connection with the Company or any Subsidiary Merger of the Company or their respective properties or assets except for violations which, individually or in Target Company; (iii) the aggregate, do not constitute a Company Material Adverse Effect. (v) As used herein, "REQUIRED CONSENTS" shall mean consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to (A) notification requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACTAct"); and (iv) such other consents, (B) state securities authorizations, filings, approvals and registrations which, if not obtained or "blue sky" laws (the "BLUE SKY LAWS")made would not prevent, (C) the Securities Act of 1933or materially alter or delay, as amended (the "SECURITIES ACT"), (D) the Exchange Act, (E) the filing any of the Certificate of Merger under the DGCL, (F) rules and regulations of NASDAQ, (G) antitrust or other competition laws of other jurisdictions and (H) consents set forth on the Company Disclosure Scheduletransactions contemplated by this Agreement.

Authority; No Conflicts. 4.1.1 Each of the Transferors and the Subsidiaries (icollectively, the "HFC Companies") The is a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation. Each of the Transferors and the Company has all requisite corporate power and authority to enter into this Agreement and the Transitional Services Agreement, to the extent it is a party hereto or thereto, and to consummate the Transactions transactions contemplated hereby, subject in the case hereby and thereby. All corporate acts and other proceedings required to be taken by each of the consummation of Transferors and the Merger Company to authorize the execution, 4.1.2 Subject to the adoption of this Agreement by matters disclosed on Schedule 4.1.2 hereto, the Required Company Vote (as defined in Section 3.1(g)), if required by law. The execution and delivery of this Agreement by each Transferor and the consummation Company and the execution and delivery of the Transactions Transitional Services Agreement as is contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company, subject in the case of the consummation of the Merger to the adoption of this Agreement by the Required Company Vote. This Agreement has been duly be executed and delivered by any Transferor do not or will not, as the Company case may be, and constitutes a valid the consummation by each Transferor and binding agreement of the Company, enforceable against it in accordance as applicable, of the transactions contemplated hereby and with its terms, except as such enforceability may be limited respect to the Transferor thereby and compliance by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally, by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (ii) The execution and delivery of this Agreement does not each Transferor and the consummation of Company, as applicable, with the Merger terms hereof and with respect to the other Transactions contemplated hereby Transferors thereof will not not, conflict with, or result in any violation of, constitute a of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, amendment, cancellation or acceleration of any obligation or the to loss of a material benefit under, or result in the creation of a Lien on any assets lien, claim, encumbrance, security interest, option, charge or restriction of any kind upon any of the Company Assets under, or require any of its Subsidiaries (any such conflictconsent, violation, default, right of termination, amendment, cancellation authorization or acceleration, loss or creation, a "VIOLATION") pursuant to: (A) approval under any provision of the certificate of incorporation or bylaws by-laws of the Company applicable Transferor or the Company, any judgment, order or decree or any of its Subsidiaries, or (B) except as would not, individually or in the aggregate, constitute a Company Material Adverse Effect and, subject to obtaining or making the Required Consents (as defined in Section 3.1(c)(iv)), any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company applicable Transferor or any Subsidiary of the Company or their respective properties or assets. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, any national, state, municipal or local government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority (a "GOVERNMENTAL ENTITY"), is required by 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 of the Merger and the Assets, other Transactions contemplated herebythan any such conflicts, except for the Required Consents and such other consentsviolations, approvalsdefaults, ordersrights or liens, authorizationsclaims, registrationsencumbrances, declarations and filings the failure of which to make security interests, options, charges or obtain would notrestrictions that, individually or in the aggregate, constitute would not have a Company Material Adverse Effect. (iv) The Company Effect and its Subsidiaries are would not in violation materially impair the ability of any judgment, order, decree, statute, law, ordinance, rule Transferors or regulation applicable to the Company to consummate the transactions contemplated hereby, or any Subsidiary that result from or are required under the HSR Act or that result from or are required by reason of the Company or their respective properties or assets except for violations which, individually or New World's participation in the aggregate, do not constitute a Company Material Adverse Effecttransactions contemplated hereby. (v) As used herein, "REQUIRED CONSENTS" shall mean consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to (A) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), (B) state securities or "blue sky" laws (the "BLUE SKY LAWS"), (C) the Securities Act of 1933, as amended (the "SECURITIES ACT"), (D) the Exchange Act, (E) the filing of the Certificate of Merger under the DGCL, (F) rules and regulations of NASDAQ, (G) antitrust or other competition laws of other jurisdictions and (H) consents set forth on the Company Disclosure Schedule.

Authority; No Conflicts. (i) The Company has all requisite corporate power and corporate authority to enter into this Agreement and to consummate the Transactions contemplated herebyand, subject in the case of the consummation of the Merger to the adoption of this Agreement and approval of the Merger by the Required requisite vote of the holders of Company Vote (as defined in Section 3.1(g))Common Stock, if required by lawto consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Transactions transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company, subject in the case of the consummation of the Merger to the adoption of this Agreement by the Required Company Voterequisite vote of the stockholders of the Company. This Agreement has been duly executed and delivered by the Company and constitutes a valid and binding agreement of the Company, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally, generally and by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). The Company Board has unanimously approved this Agreement, the Offer and the Merger and determined that the Offer and the Merger are fair to and in the best interests of the Company's stockholders. (ii) The execution and delivery of this Agreement does not or will not, as the case may be, and the consummation of the Merger and the other Transactions transactions contemplated hereby will not not, conflict with, or result in any violation of, or constitute a default (with or without notice or lapse of time, or both) under, or give rise to a right of consent, termination, amendment, cancellation or acceleration of any obligation or the loss of a material benefit under, or the creation of a Lien on any assets of the Company or any of its Subsidiaries (any such conflict, violation, default, right of consent, termination, amendment, cancellation or acceleration, loss or creation, a "VIOLATIONViolation") ), or result in any material adverse change in the rights or obligations of the Company, pursuant to: (A) any provision of the certificate of incorporation or bylaws Organizational Documents of the Company or any of its Subsidiaries, Subsidiaries or (B) except as would notcould not reasonably be expected to have, individually or in the aggregate, constitute a Company Material Adverse Effect on the Company or materially impair or delay the ability of the Company to consummate the transactions contemplated hereby and, subject to obtaining or making the Required Consents consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (as defined in Section 3.1(c)(iv))iii) below, any loan or credit agreement, note, mortgage, bond, indenture, lease, compensation or benefit plan (or any grant or award made pursuant thereto) or other agreement, obligation, instrument, contract, permit, concession, franchise, license, judgment, order, award, decree, statute, law, ordinance, rule or regulation applicable to the Company or any Subsidiary of Company, the Company Company's Subsidiaries or their respective properties or assets. (iii) No consent, registration, permit, approval, order or authorization of, or registration, declaration declaration, notice, report, or other filing with, any supranational, national, state, municipal or local government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority (a "GOVERNMENTAL ENTITYGovernmental Entity"), is required by or with respect to the Company or any of its Subsidiaries Material Subsidiary in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the Merger and the other Transactions transactions contemplated hereby, except for (x) those required under or in relation to (A) the Required Consents Securities Exchange Act of 1934, as amended (the "Exchange Act"), (B) the DGCL with respect to the filing and recordation of appropriate merger or other documents, (C) rules and regulations of the Nasdaq National Market ("Nasdaq"), and (D) antitrust or other competition laws of any applicable jurisdictions and (y) such other consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain would notcould not reasonably be expected to have, individually or in the aggregate, constitute a Company Material Adverse Effect. (iv) The Company and its Subsidiaries are not in violation of any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Effect on the Company or any Subsidiary materially impair or delay the ability of the Company or their respective properties or assets except for violations whichto consummate the transactions contemplated hereby. Notwithstanding the foregoing, individually or in the aggregate, do not constitute a Company Material Adverse Effect. (v) As used herein, "REQUIRED CONSENTS" shall mean consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to (A) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), (B) state securities or "blue sky" laws (the "BLUE SKY LAWS"), (C) the Securities Act of 1933, as amended (the "SECURITIES ACT"), (D) the Exchange Act, (E) the filing of the Certificate of Merger under the DGCL, (F) rules and regulations of NASDAQ, (G) antitrust or other competition laws of other jurisdictions and (H) consents set forth on the Company Disclosure Schedulewill use its commercially reasonable efforts to obtain all the consents required to consummate the transactions contemplated hereby.

Authority; No Conflicts. (i) The Company has all requisite corporate power and authority to enter into this Agreement and to consummate the Transactions transactions contemplated hereby, subject in the case of the consummation of the Merger to the adoption approval of this Agreement by the Required Company Vote (as defined in Section 3.1(g3.1(e)), if required by law. The execution and delivery of this Agreement and the consummation of the Transactions transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company, subject in the case of the consummation of the Merger to the adoption approval of this Agreement by the Required Company Vote. This Agreement has been duly executed and delivered by the Company and, assuming that this Agreement constitutes the valid and binding agreements of the Parent, Purchaser and Merger Sub, constitutes a the valid and binding agreement of the Company, enforceable against it in accordance with its respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally, generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law) or by an implied covenant of good faith and fair dealing. Except as set forth in Schedule 3.1(c). (ii) The , the execution and delivery of this Agreement by the Company does not or will not, as the case may be, and the consummation by the Company of the Merger and the other Transactions contemplated hereby will not not, conflict with, or result in any violation of, or constitute a default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, amendment, cancellation or acceleration of any obligation or the loss of a material benefit under, or the creation of a Lien on any assets of the Company or any of its Subsidiaries (any such conflict, violation, default, right of termination, amendment, cancellation or acceleration, loss or creation, is hereinafter referred to as a "VIOLATIONViolation") pursuant to: (A) any provision of the certificate or articles of incorporation or bylaws by-laws of the Company or any Subsidiary of its Subsidiaries, the Company or (B) except as would notnot reasonably be expected to have, individually or in the aggregate, constitute a Company Material Adverse Effect andon the Company, and subject to obtaining or making the Required Consents consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (as defined in Section 3.1(c)(iv))iii) below, any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any Subsidiary of the Company or their respective properties or assets. (iii) . No consent, approval, order or authorization of, or registration, declaration or filing with, any supranational, national, state, municipal municipal, local or local foreign government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority including, but not limited to, the Interstate Commerce Commission (a "GOVERNMENTAL ENTITYGovernmental Entity"), is required by or with respect to the Company or any Subsidiary of its Subsidiaries the Company in connection with the execution and delivery of this Agreement by the Company or the consummation of the Merger and the other Transactions contemplated hereby, except for the Required Consents and such other consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain would not, individually or in the aggregate, constitute a Company Material Adverse Effect. (iv) The Company and its Subsidiaries are not in violation of any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any Subsidiary of the Company or their respective properties or assets except for violations which, individually or in the aggregate, do not constitute a Company Material Adverse Effect. (v) As used herein, "REQUIRED CONSENTS" shall mean consents, approvals, orders, authorizations, registrations, declarations and filings those required under or in relation to (A) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACTAct"), (B) state securities or "blue sky" laws (the "BLUE SKY LAWS"), (C) the Securities Act of 1933, as amended (the "SECURITIES ACT"), (D) the Exchange Act, (E) GCL with respect to the filing of the Certificate of Merger under the DGCLMerger, (F) rules and regulations of NASDAQ, (G) antitrust or other competition laws of other jurisdictions and (HC) consents set forth such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company Disclosure ScheduleCompany. Consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to any of the foregoing clauses (A) through (C) are hereinafter referred to as "Necessary Consents."

Authority; No Conflicts. (ia) The Subject to required regulatory and shareholder approvals, the Company has all requisite the corporate power and authority necessary to enter into execute, deliver and perform its obligations under this Agreement and to consummate the Transactions transactions contemplated hereby. The execution, subject in the case delivery and performance of the consummation of the Merger to the adoption of this Agreement by the Required Company Vote (as defined in Section 3.1(g)), if required by law. The execution and delivery of Company's obligations under this Agreement and the consummation of the Transactions transactions contemplated hereby have been duly and validly authorized by all necessary corporate action in respect thereof on the part of the Company, subject in the case of the consummation of the Merger to the adoption of this Agreement by the Required Company Vote. This Agreement has been duly executed and delivered by the Company and constitutes represents a legal, valid and binding agreement obligation of the Company, enforceable against it the Company in accordance with its terms, terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting the enforcement of creditors' rights generally and similar laws relating except that the availability of specific performance, injunctive relief and other equitable remedies is subject to or affecting creditors generally, by general equity principles (regardless the discretion of whether such enforceability is considered in a the court before which any proceeding in equity or at lawmay be brought). (iib) The execution and delivery of this Agreement does not and the consummation of the Merger and the other Transactions contemplated hereby will not conflict with, result in any violation of, constitute a default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, amendment, cancellation or acceleration of any obligation or the loss of a material benefit under, or the creation of a Lien on any assets of the Company or any of its Subsidiaries (any such conflict, violation, default, right of termination, amendment, cancellation or acceleration, loss or creation, a "VIOLATION") pursuant to: (A) any provision of the certificate of incorporation or bylaws of the Company or any of its Subsidiaries, or (B) except as would not, individually or in the aggregate, constitute a Company Material Adverse Effect and, subject to obtaining or making the Required Consents (as defined in Section 3.1(c)(iv)), any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any Subsidiary of the Company or their respective properties or assets. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, any national, state, municipal or local government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority (a "GOVERNMENTAL ENTITY"), is required by or with respect to the Company or any of its Subsidiaries in connection with Neither the execution and delivery of this Agreement by the Company or Company, nor the consummation by the Company Parties of the Merger and the other Transactions transactions contemplated hereby, except for nor compliance by the Required Consents and such Company Parties with any of the provisions hereof, will (i) conflict with or result in a breach of any provision of the articles of incorporation, bylaws or any other consentssimilar governing document of either Company Party, approvalsor (ii) constitute or result in a Default under, ordersor require any Consent pursuant to, authorizations, registrations, declarations and filings the failure of which to make or obtain would not, individually or result in the aggregate, constitute a Company Material Adverse Effect. (iv) The Company and its Subsidiaries are not in violation creation of any judgmentLien on any Asset of the Company or any of its subsidiaries under, orderany Contract or Permit of the Company or any of its subsidiaries, decreeor (iii) subject to obtaining the requisite Consents referred to in Section 9.1(b) of this Agreement, statute, law, ordinance, rule violate any Law or regulation Order applicable to the Company or any Subsidiary of the Company its subsidiaries or any of their respective properties or assets except for violations which, individually or in the aggregate, do not constitute a Company Material Adverse EffectAssets. (vc) As used herein, "REQUIRED CONSENTS" shall mean consents, approvals, orders, authorizations, registrations, declarations and filings required under Other than in connection or in relation to (A) compliance with the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act provisions of 1976, as amended (the "HSR ACT"), (B) state securities or "blue sky" laws (the "BLUE SKY LAWS"), (C) the Securities Act of 1933Laws and banking Regulatory Authorities, as amended (no notice to, filing with, or Consent of, any Governmental Authority is necessary for the "SECURITIES ACT"), (D) consummation by the Exchange Act, (E) Company and the filing Company Bank of the Certificate of Merger under Mergers and the DGCL, (F) rules and regulations of NASDAQ, (G) antitrust or other competition laws of other jurisdictions and (H) consents set forth on the Company Disclosure Scheduletransactions contemplated in this Agreement.

Authority; No Conflicts. (i) Each of the Company and its subsidiaries is a corporation duly organized, validly existing and in good standing under the law its jurisdiction of incorporation. The Company has all requisite corporate power and authority its subsidiaries are each duly qualified to enter into this Agreement do business and to consummate in good standing in each jurisdiction listed on Schedule 3.1 and neither the Transactions contemplated hereby, subject in the case nature of the consummation business conducted by the Company or its subsidiaries or the properties owned by it or its subsidiaries requires any of them to qualify to do business as a foreign corporation in any other jurisdiction, except where the failure to so qualify would not have a material adverse effect on the business and financial condition of the Merger to the adoption of this Agreement by the Required Company Vote and its subsidiaries taken as a whole (as defined in Section 3.1(ga "Material Adverse Effect")), if required by law. The execution and delivery of this Agreement This agreement and the consummation of the Transactions transactions contemplated hereby have been duly authorized by all necessary corporate action on the part board of directors of the CompanyCompany and, subject in the case of the consummation of the Merger to the adoption of assuming this Agreement agreement has been approved by the Required Company Vote. This Agreement has been duly executed and delivered by shareholders of the Company and assuming this agreement constitutes a valid and binding agreement obligation of each of the Parent and Sub, constitutes a valid and binding obligation of the Company, enforceable against it the Company in accordance with its terms, except as such enforceability may be limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium insolvency and similar laws relating affecting creditors' rights generally and subject to or affecting creditors generally, by general principles of equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (ii) The . Except as set forth on Schedule 3.1, the execution and delivery of this Agreement agreement does not not, and the consummation of the Merger and transactions contemplated by this agreement will not, (a) violate the other Transactions contemplated hereby will not conflict withCompany's or any of its subsidiaries' certificate of incorporation or bylaws, (b) result in any violation of, constitute a of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, amendment, cancellation or acceleration of any obligation or the to loss of a material benefit under, any note, bond, mortgage, indenture, deed of trust, license, lease, contract, commitment, agreement or the creation of a Lien on any assets of arrangement to which the Company or any of its Subsidiaries (any such conflict, violation, default, right of termination, amendment, cancellation subsidiaries is a party or acceleration, loss or creation, a "VIOLATION") pursuant to: (A) any provision of the certificate of incorporation or bylaws of by which the Company or any of its Subsidiaries, assets or subsidiaries may be bound or (Bc) except as would not, individually or in the aggregate, constitute a Company Material Adverse Effect and, subject to obtaining or making the Required Consents (as defined in Section 3.1(c)(iv)), any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any Subsidiary of the Company or their respective properties or assets. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, any national, state, municipal or local government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority (a "GOVERNMENTAL ENTITY"), is required by 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 of the Merger and the other Transactions contemplated hereby, except for the Required Consents and such other consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain would not, individually or in the aggregate, constitute a Company Material Adverse Effect. (iv) The Company and its Subsidiaries are not in violation of violate any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any Subsidiary of its subsidiaries or any of their property or assets, other than, in the Company or their respective properties or assets except for case of clauses (b) and (c) above, any such conflicts, violations whichand defaults that, individually or in the aggregate, do would not constitute have a Company Material Adverse Effect. (v) As used herein. No consent, "REQUIRED CONSENTS" shall mean consentsapproval, approvalsorder or authorization of, ordersor filing with or notification to any court or governmental or regulatory authority is required to be obtained or made by or with respect to the Company or any of its subsidiaries in connection with the execution and delivery of this agreement or the consummation by the Company of the transactions contemplated by this agreement, authorizations, registrations, declarations and filings required under or in relation to except (A) as may be required to comply with the XxxxHart-Xxxxx-Xxxxxx Antitrust Xxxitrust Improvements Act of 1976, as amended 1976 (the xxx "HSR ACTXXX Xxx"), (BX) state securities or "blue sky" laws (xxx filing of a certificate of merger pursuant to the "BLUE SKY LAWS")DGCL, and (C) tax and other filing requirements the Securities Act absence of 1933, as amended (which will not effect the "SECURITIES ACT"), (D) the Exchange Act, (E) the filing validity or enforceability of the Certificate of Merger under the DGCL, (F) rules and regulations of NASDAQ, (G) antitrust or other competition laws of other jurisdictions and (H) consents set forth on the Company Disclosure Schedulethis Agreement.

Authority; No Conflicts. (i) The Company Pfizer has all requisite corporate power and authority to enter into this Agreement and to consummate the Transactions transactions contemplated hereby, subject to obtaining the requisite stockholder approval of the issuance of the shares of Pfizer Common Stock to be issued in the case of Merger (the consummation of "Share Issuance") and the Merger to Board Amendment (collectively, the adoption of this Agreement by the Required Company Vote (as defined in Section 3.1(g"Pfizer Stockholder Approval")), if required by law. The execution and delivery of this Agreement and the consummation of the Transactions transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the CompanyPfizer, subject in to obtaining the case of the consummation of the Merger to the adoption of this Agreement by the Required Company VotePfizer Stockholder Approval. This Agreement has been duly executed and delivered by the Company Pfizer and constitutes a valid and binding agreement of the CompanyPfizer, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally, generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (ii) The execution and delivery of this Agreement by Pfizer does not or will not, as the case may be, and the consummation by Pfizer of the Merger and the other Transactions transactions contemplated hereby will not not, conflict with, or result in any violation of, or constitute a default (with or without notice or lapse of time, or both) under, or give rise to a right of of, or result by its terms in the, termination, amendment, cancellation or acceleration of any obligation or the loss of a material benefit under, or the creation of a Lien on lien, pledge, security interest, charge or other encumbrance on, or the loss of, any assets of the Company or any of its Subsidiaries assets, including Intellectual Property (any such conflict, violation, default, right of termination, amendment, cancellation or acceleration, loss or creation, a "VIOLATIONViolation") pursuant to: (A) any provision of the certificate of incorporation or bylaws of the Company Pfizer or any material Subsidiary of its SubsidiariesPfizer, or (B) except as would notas, individually or in the aggregate, constitute would not reasonably be expected to have a Company Material Adverse Effect and(as defined in Section 8.11(g)) on Pfizer, subject to obtaining or making the Required Consents consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (as defined in Section 3.1(c)(iv))iii) below, any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company Pfizer or any Subsidiary of the Company Pfizer or their respective properties or assets. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, any supranational, national, state, municipal municipal, local or local foreign government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority (a "GOVERNMENTAL ENTITYGovernmental Entity"), is required by or with respect to the Company Pfizer or any Subsidiary of its Subsidiaries Pfizer in connection with the execution and delivery of this Agreement by the Company Pfizer or the consummation of the Merger and the other Transactions transactions contemplated hereby, except for the Required Consents and such other consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain would not, individually or in the aggregate, constitute a Company Material Adverse Effect. (iv) The Company and its Subsidiaries are not in violation of any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any Subsidiary of the Company or their respective properties or assets except for violations which, individually or in the aggregate, do not constitute a Company Material Adverse Effect. (v) As used herein, "REQUIRED CONSENTS" shall mean consents, approvals, orders, authorizations, registrations, declarations and filings those required under or in relation to (A) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACTAct"), (B) state securities or "blue sky" laws (the "BLUE SKY LAWSBlue Sky Laws"), (C) the Securities Act of 1933, as amended (the "SECURITIES ACT")Act, (D) the Exchange Act, (E) the DGCL with respect to the filing of the Certificate of Merger under the DGCLMerger, (F) rules and regulations of NASDAQthe NYSE, (G) antitrust or other competition laws of other jurisdictions jurisdictions, and (H) consents set forth such consents, approvals, orders, authorizations, registrations, declarations and filings the failures of which to make or obtain, in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Pfizer. Consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to any of the Company Disclosure Scheduleforegoing clauses (A) through (G) are hereinafter referred to as "Necessary Consents." (d)

Authority; No Conflicts. (ia) The Company has all requisite corporate power and authority to enter into this Agreement and and, subject to obtaining requisite shareholder approval, to consummate the Transactions Merger and other transactions contemplated hereby, subject in the case of the consummation of the Merger to the adoption of this Agreement by the Required Company Vote (as defined in Section 3.1(g)), if required by law. The execution and delivery of this Agreement and the consummation of the Transactions Merger and other transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company, subject in only to the case approval of the consummation of the Merger to the adoption principal terms of this Agreement and the Merger by the Required vote of the holders of at least a majority of the Company VoteCapital Stock. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Merger Sub, constitutes a the valid and binding agreement obligation of the Company, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium bankruptcy and other similar laws relating to or affecting creditors generally, by and general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law)equity. (iib) The Except as set forth in Section 2.6(b) of the Company Disclosure Letter, the execution and delivery of this Agreement by the Company does not not, and the EXECUTION COPY consummation of the Merger and the other Transactions transactions contemplated hereby will not not, conflict with, or result in any violation of, constitute a or default under (with or without notice or lapse of time, or both) under), or give rise to a right of termination, amendment, cancellation or acceleration of any obligation or the loss of any benefit under (i) any provision of the Company Articles or Company Bylaws, (ii) any mortgage, indenture, lease, contract or other agreement to which the Company is a material benefit under, party or by which the Company or the creation of a Lien on any assets of the Company or any of its Subsidiaries (is bound, except for any such conflict, violation, default, right of termination, amendment, cancellation or acceleration, loss or creation, a "VIOLATION") pursuant to: (A) any provision of the certificate of incorporation or bylaws of the Company or any of its Subsidiaries, or (B) except as which would notnot reasonably be expected to have, individually or in the aggregate, constitute a Company Material Adverse Effect andor (iii) any permit, subject to obtaining or making the Required Consents (as defined in Section 3.1(c)(iv)), any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permitconcession, franchise, license (including, without limitation, any liquor license), judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company Company, or any Subsidiary of the Company or their respective its properties or assets. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, any national, state, municipal or local government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasi-governmental standard or private body exercising requirement of any regulatory, taxing, importing or other governmental or quasi-governmental authority Accrediting Body (a "GOVERNMENTAL ENTITY"as defined below), is required by 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 of the Merger and the other Transactions contemplated hereby, except for the Required Consents and any such other consentsconflict, approvalsviolation, ordersdefault, authorizations, registrations, declarations and filings the failure of right or loss which could not reasonably be expected to make or obtain would nothave, individually or in the aggregate, constitute a Company Material Adverse Effect. (iv) The Company and its Subsidiaries are not in violation of any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any Subsidiary of the Company or their respective properties or assets except for violations which, individually or in the aggregate, do not constitute a Company Material Adverse Effect. (v) As used herein, "REQUIRED CONSENTS" shall mean consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to (A) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), (B) state securities or "blue sky" laws (the "BLUE SKY LAWS"), (C) the Securities Act of 1933, as amended (the "SECURITIES ACT"), (D) the Exchange Act, (E) the filing of the Certificate of Merger under the DGCL, (F) rules and regulations of NASDAQ, (G) antitrust or other competition laws of other jurisdictions and (H) consents set forth Effect on the Company Disclosure ScheduleCompany.

Authority; No Conflicts. (i) The Company has all requisite corporate power and authority to enter into this Agreement and to consummate the Transactions contemplated hereby, subject in the case of the consummation of the Merger to the adoption of this Agreement by the Required Company Vote (as defined in Section 3.1(g)), if required by law. The execution and delivery of this Agreement and the consummation of the Transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company, subject in the case of the consummation of the Merger to the adoption of this Agreement by the Required Company Vote. This Agreement has been duly executed and delivered by the Company and constitutes a valid and binding agreement of the Company, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally, by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (ii) The execution and delivery of this Agreement does not and the consummation of the Merger and the other Transactions contemplated hereby will not conflict with, result in any violation of, constitute a default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, amendment, cancellation or acceleration of any obligation or the loss of a material benefit under, or the creation of a Lien on any assets of the Company or any of its Subsidiaries (any such conflict, violation, default, right of termination, amendment, cancellation or acceleration, loss or creation, a "VIOLATION") pursuant to: (A) any provision of the certificate of incorporation or bylaws of the Company or any of its Subsidiaries, or (B) except as would not, individually or in the aggregate, constitute a Company Material Adverse Effect and, subject to obtaining or making the Required Consents (as defined in Section 3.1(c)(iv)), any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any Subsidiary of the Company or their respective properties or assets. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, any national, state, municipal or local government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority (a "GOVERNMENTAL ENTITY"), is required by 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 of the Merger and the other Transactions contemplated hereby, except for the Required Consents and such other consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain would not, individually or in the aggregate, constitute a Company Material Adverse Effect. (iv) The Company and its Subsidiaries are not in violation of any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any Subsidiary of the Company or their respective properties or assets except for violations which, individually or in the aggregate, do not constitute a Company Material Adverse Effect. (v) As used herein, "REQUIRED CONSENTS" shall mean consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to (A) the XxxxHart-XxxxxScott-Xxxxxx Antitrust Improvements Act Rodino Antitrusx Xxxxxxxxxxxx Xct of 1976, as amended (the "HSR ACT"), (B) state securities or "blue sky" laws (the "BLUE SKY LAWS"), (C) the Securities Act of 1933, as amended (the "SECURITIES ACT"), (D) the Exchange Act, (E) the filing of the Certificate of Merger under the DGCL, (F) rules and regulations of NASDAQ, (G) antitrust or other competition laws of other jurisdictions and (H) consents set forth on the Company Disclosure Schedule.

Authority; No Conflicts. (i) The Company has all requisite corporate power and authority to enter into this Agreement and to consummate the Transactions transactions contemplated hereby, subject in the case of the consummation of the Merger Merger, to the adoption receipt of this Agreement by the Required Company Vote (as defined in Section 3.1(gSECTION 3.1(I)), if required by law. The execution and delivery of this Agreement and the consummation of the Transactions transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company, subject in the case of the consummation of the Merger to the adoption receipt of this Agreement by the Required Company Vote. This Agreement has been duly executed and delivered by the Company and constitutes a valid and binding agreement of the Company, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally, by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law)) or by an implied covenant of good faith and fair dealing. (ii) The execution and delivery of this Agreement does not not, and the consummation of the Merger and the other Transactions transactions contemplated hereby will not not, conflict with, or result in any violation of, or constitute a default (with or without notice or lapse of time, or both) under, or require an offer to purchase to be made under, or give rise to a right of termination, amendment, cancellation or acceleration of any obligation or the loss of a material benefit under, or the creation of a Lien on any assets of the Company or any of its Subsidiaries (any such conflict, violation, default, right of termination, amendment, cancellation or acceleration, loss or creation, a "VIOLATION") pursuant to: (A) any provision of the charter, articles or certificate of incorporation or bylaws by-laws or similar governing document of the Company or any Subsidiary of its Subsidiariesthe Company, or (B) except as would not, individually or in the aggregate, constitute reasonably be expected to have a Company Material Adverse Effect and, on the Company and subject to obtaining or making the Required Consents consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (as defined in Section 3.1(c)(iv))iii) below, any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, franchiseconcession, franchise or license, or any judgment, order, decree, statute, law, ordinance, rule or regulation ("LAWS") applicable to the Company or any Subsidiary of the Company or their respective properties or assets. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, any national, Person or the United States government or any United States domestic state, municipal or local government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any United States domestic quasi-governmental or private body exercising any regulatory, taxing, importing or other United States domestic governmental or quasi-governmental authority (a "GOVERNMENTAL ENTITY"), is required by or with respect to the Company or any Subsidiary of its Subsidiaries in connection with the Company as a result of the execution and delivery of this Agreement by the Company or the consummation of the Merger and the other Transactions transactions contemplated hereby, except for those required under or in relation to (A) the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amxxxxx (xxx "XXX XCT"), (B) the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), (C) the MGCL with respect to the filing of the Articles of Merger, (D) the Required Consents Company Vote, (E) the rules and regulations of the New York Stock Exchange (the "NYSE"), (F) state approvals required in connection with the Surviving Corporation's commercial loan and lease origination, servicing and selling activities and (G) such other consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain would not, individually or in the aggregate, constitute reasonably be expected to have a Company Material Adverse Effect. (iv) The Company and its Subsidiaries are not in violation of any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Effect on the Company or any Subsidiary of the Company or their respective properties or assets except for violations which, individually or in the aggregate, do not constitute a Company Material Adverse Effect. (v) As used herein, "REQUIRED CONSENTS" shall mean consentsCompany. Consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to any of the foregoing clauses (A) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), (B) state securities or "blue sky" laws (the "BLUE SKY LAWS"), (C) the Securities Act of 1933, as amended (the "SECURITIES ACT"), (D) the Exchange Act, (E) the filing of the Certificate of Merger under the DGCL, through (F) rules and regulations of NASDAQ, (G) antitrust or other competition laws of other jurisdictions and (H) consents set forth on the Company Disclosure Scheduleare hereinafter referred to as "REQUIRED CONSENTS."

Authority; No Conflicts. (ia) The Subject only to the requisite approval of the Merger and this Agreement by the holders of Company Capital Stock, the Company has all requisite corporate power and authority to enter into this Agreement and to consummate the Transactions transactions contemplated hereby, subject in the case of the consummation of the Merger to the adoption of this Agreement by the Required Company Vote (as defined in Section 3.1(g)), if required by law. The execution and delivery of this Agreement and the consummation of the Transactions transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company, subject in the case of the consummation of the Merger to the adoption of this Agreement by the Required Company Vote. This Agreement has been duly executed and delivered by the Company and constitutes a the valid and binding agreement obligation of the Company, enforceable against it in accordance with its terms, except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar or other laws of general application affecting enforcement of creditors’ rights, (ii) as limited by AGREEMENT AND PLAN OF MERGER laws relating to the availability of specific performance, injunctive relief or affecting creditors generallyother equitable remedies, and (iii) to the extent the indemnification provisions contained herein may be limited by general equity principles applicable laws (regardless of whether such enforceability is considered in a proceeding in equity or at lawclauses (i) – (iii), the “Enforceability Exceptions”). (iib) The Subject only to the approval of the Merger and this Agreement by the holders of Company Capital Stock, the execution and delivery of this Agreement by the Company does not not, and the consummation of the Merger and the other Transactions transactions contemplated hereby will not not, conflict with, or result in any violation of, constitute a or default under (with or without notice or lapse of time, or both) under), or give rise to a right of termination, amendment, cancellation or acceleration of any obligation or the loss of a material any benefit under, or the creation of a Lien on any assets of the Company or any of its Subsidiaries under (any such conflict, violation, default, right of termination, amendment, cancellation or acceleration, loss or creationevent, a "VIOLATION"“Conflict”) pursuant to: (Ai) any provision of the certificate Certificate of incorporation Incorporation or bylaws Bylaws of the Company Company, Memorandum and Articles of Association of the UK Subsidiary or any Constitution of its Subsidiariesthe Australian Subsidiary, or respectively, (Bii) except as would not, individually or in set forth on Section 2.4(b) of the aggregate, constitute a Company Material Adverse Effect and, subject to obtaining or making the Required Consents (as defined in Section 3.1(c)(iv))Disclosure Schedule, any loan Contract or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any Subsidiary of the Company or their respective properties or assets. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, any national, state, municipal or local government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority (a "GOVERNMENTAL ENTITY"), is required by 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 of the Merger and the other Transactions contemplated hereby, except for the Required Consents and such other consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain would not, individually or in the aggregate, constitute a Company Material Adverse Effect. (iv) The Company and its Subsidiaries are not in violation of any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or its properties or assets. (c) No consent, waiver, approval, order or authorization of, or registration, declaration or filing with, any Subsidiary court, administrative agency or commission or other federal, state, county, local or foreign governmental authority, instrumentality, agency or commission (“Governmental Authority”) or, except as set forth on Section 2.4(c) of the Disclosure Schedule, any third party (with respect to the Contracts) (so as not to trigger any Conflict) is required by or with respect to the Company or their respective properties the Subsidiaries in connection with the execution and delivery of this Agreement or assets the consummation of the transactions contemplated hereby, except for violations which, individually or in the aggregate, do not constitute a Company Material Adverse Effect. HSR Clearance (vdefined below) As used herein, "REQUIRED CONSENTS" shall mean consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to (A) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), (B) state securities or "blue sky" laws (the "BLUE SKY LAWS"), (C) the Securities Act of 1933, as amended (the "SECURITIES ACT"), (D) the Exchange Act, (E) the filing of the First Step Certificate of Merger under and the DGCL, (F) rules and regulations Second Step Certificate of NASDAQ, (G) antitrust or other competition laws Merger with the Delaware Secretary of other jurisdictions and (H) consents set forth on the Company Disclosure ScheduleState.

Authority; No Conflicts. (i) The Company Investor has all requisite corporate limited partnership power and authority to enter into this Agreement and the Transaction Agreements with respect to which Investor is contemplated thereby to be a party and to consummate the Transactions contemplated hereby, subject in the case of the consummation of the Merger to the adoption of this Agreement by the Required Company Vote (as defined in Section 3.1(g)), if required by lawTransactions. The execution and delivery of this Agreement and the Transaction Agreements with respect to which Investor is contemplated thereby to be a party by Investor and the consummation by Investor of the Transactions contemplated hereby have been duly authorized by all necessary corporate limited partnership action on the part of the Company, subject in the case of the consummation of the Merger to the adoption of this Agreement by the Required Company VoteInvestor. This Agreement has been been, and the Transaction Agreements with respect to which Investor is contemplated thereby to be a party will be, duly executed and delivered by Investor and, assuming the Company due authorization and valid execution and delivery of this Agreement or the applicable Transaction Agreement with respect to which Investor is contemplated thereby to be a party by the other parties hereto and thereto, as applicable, constitutes or will constitute a valid and binding agreement of the CompanyInvestor, enforceable against it Investor in accordance with its their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and similar laws Applicable Laws relating to or affecting creditors generally, generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (ii) The execution and delivery of this Agreement by Investor does not not, the execution and delivery by Investor of the Transaction Agreements with respect to which Investor is contemplated thereby to be a party will not, and the consummation of the Merger and the other Transactions contemplated hereby will not not, conflict with, or result in any breach or violation of, or constitute a default (with or without notice or lapse of time, or both) under, or give rise to a right of or result by its terms in the termination, amendment, cancellation or acceleration of any obligation or the loss of a material benefit under, or the creation of a Lien on any material pledges, claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever (collectively, “Liens”), “put” or “call” right or other encumbrance on, or the loss of, any assets of the Company or any of its Subsidiaries (any such conflict, breach, violation, default, right of termination, amendment, cancellation or acceleration, loss or creation, a "VIOLATION"“Violation”) pursuant to(with or without notice or lapse of time, or both) under: (A) any provision of the certificate organizational documents of incorporation or bylaws of the Company or any of its Subsidiaries, Investor or (B) except as would notas, individually or in the aggregate, constitute would not reasonably be expected to have a Company Material Adverse Effect andon Investor, subject to obtaining or making the Required Consents Investor Necessary Consents, (as defined in Section 3.1(c)(iv)), 1) any loan or credit agreement, note, instrument, mortgage, bond, indenture, leaseindenture real estate or other lease or sublease, benefit plan plan, license, sublicense, memorandum of understanding, sales order, purchase order, open bid or other agreementcontract, agreement or obligation, instrumentin each case, including all amendments, modifications and supplements thereto and waivers and consents thereunder (a “Contract”) to which Investor or any of its Subsidiaries is a party or by which any of them or any of their respective properties or assets is bound or (2) any permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company Investor or any Subsidiary of the Company Investor or their respective properties or assets. (iii) No consent, waiver, approval, order or authorization of, or registration, declaration or filing with, any supranational, national, federal, state, municipal municipal, local or local foreign government, any instrumentality, subdivision, court, administrative agency or agency, board, commission or other authority thereof, any arbitral tribunal, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority (a "GOVERNMENTAL ENTITY"), “Governmental Entity”) or any other Person is required to be obtained or made by or with respect to the Company Investor or any Subsidiary of its Subsidiaries Investor in connection with the execution and delivery of this Agreement and the Transaction Agreements with respect to which Investor is contemplated thereby to be a party by the Company Investor or the consummation by Investor of the Merger and the other Transactions contemplated herebyTransactions, except for those required under or in relation to (A) the Required Consents Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), (B) state securities or “blue sky” laws or regulations, (C) the Securities Act of 1933, as amended (the “Securities Act”), (D) the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (E) the rules and regulations of the NYSE and, if different, such national securities exchange designated by MVT Holding and Investor pursuant to Section 6.15, (F) antitrust or other competition laws of other jurisdictions, (G) applicable state or federal banking laws or regulations and (H) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain would notobtain, individually or in the aggregate, constitute would not reasonably be expected to have a Company Material Adverse Effect. (iv) The Company and its Subsidiaries are not in violation of any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any Subsidiary of the Company or their respective properties or assets except for violations which, individually or in the aggregate, do not constitute a Company Material Adverse Effect. (v) As used herein, "REQUIRED CONSENTS" shall mean consentsEffect on Investor. Consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to any of the foregoing clauses (A) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), (B) state securities or "blue sky" laws (the "BLUE SKY LAWS"), (C) the Securities Act of 1933, as amended (the "SECURITIES ACT"), (D) the Exchange Act, (E) the filing of the Certificate of Merger under the DGCL, (F) rules and regulations of NASDAQ, through (G) antitrust or other competition laws are referred to as the “Investor Necessary Consents.” (iv) Equity Fund is the “ultimate parent entity” (as defined in 16 C.F.R. Section 801.1(a)(3)) of other jurisdictions and (H) consents set forth on the Company Disclosure ScheduleInvestor.

Authority; No Conflicts. (ia) The Company has all requisite corporate power and authority to enter into this Agreement and and, subject to obtaining requisite stockholder approval, to consummate the Transactions transactions contemplated hereby, subject in the case of the consummation of the Merger to the adoption of this Agreement by the Required Company Vote (as defined in Section 3.1(g)), if required by law. The execution and delivery of this Agreement and the consummation of the Transactions transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company, subject in only to the case of the consummation approval of the Merger to the adoption of this Agreement by the Required vote of the holders of at least a majority of the Company VoteCapital Stock voting together as one class. This Agreement has been duly executed and delivered by the Company and constitutes a the valid and binding agreement obligation of the Company, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium bankruptcy and other similar laws relating to or affecting creditors generally, by and general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law)equity. (iib) The Except as set forth in the Company Schedules, the execution and delivery of this Agreement by the Company does not not, and the consummation of the Merger and the other Transactions transactions contemplated hereby will not not, conflict with, or result in any violation of, constitute a or default under (with or without notice or lapse of time, or both) under), or give rise to a right of termination, amendment, cancellation or acceleration of any obligation or the loss of a material any benefit underunder (i) any provision of the Certificate of Incorporation, as amended, or Bylaws, as amended, of the creation Company or similar governing instruments of any of its subsidiaries or (ii) any mortgage, indenture, lease, contract or other agreement to which the Company or any of its subsidiaries is a Lien on party or by which the Company or any of its subsidiaries or the assets of the Company or any of its Subsidiaries (subsidiaries is bound, except for any such conflict, violation, default, right of termination, amendment, cancellation or acceleration, loss or creation, a "VIOLATION") pursuant to: (A) any provision of the certificate of incorporation or bylaws of the Company or any of its Subsidiaries, or (B) except as would notwhich could not reasonably be expected to have, individually or in the aggregate, constitute a Company Material Adverse Effect andon the Company, subject to obtaining or making the Required Consents (as defined in Section 3.1(c)(iv))iii) any permit, any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permitconcession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or Company, any Subsidiary of the Company its subsidiaries or their respective properties or assets, except for any such conflict, violation, default, right or loss which could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. (iiic) No Except as set forth in the Company Schedules, no consent, approval, order or authorization of, or registration, declaration or filing with, any national, state, municipal or local government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority or instrumentality (a "GOVERNMENTAL ENTITYGovernmental Entity"), is required by or with respect to the Company or any of its Subsidiaries subsidiaries in connection with the execution and delivery of this Agreement by the Company or the consummation of the Merger and the other Transactions transactions contemplated hereby, except for (i) in connection, or in compliance, with the Required Consents provisions of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976, as amended ("HSR Act"), the Securities Act and the Securities Exchange Act of 1934, as amended (xxx "Xxxxxxxx Xxx"), (xx) the filing of the Certificate of Merger with the Delaware Secretary of State and appropriate documents with the relevant authorities of other states in which the Company or any of its subsidiaries is qualified to do business, (iii) applicable requirements, if any, of The Nasdaq National Market and (iv) such other consents, approvals, orders, authorizations, registrations, declarations and filings filings, the failure of which to make be obtained or obtain would notmade could not reasonably be expected to have, individually or in the aggregate, constitute a Company Material Adverse Effect. (iv) The Company and its Subsidiaries are not in violation of any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any Subsidiary of the Company or their respective properties or assets except for violations which, individually or in the aggregate, do not constitute a Company Material Adverse Effect. (v) As used herein, "REQUIRED CONSENTS" shall mean consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to (A) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), (B) state securities or "blue sky" laws (the "BLUE SKY LAWS"), (C) the Securities Act of 1933, as amended (the "SECURITIES ACT"), (D) the Exchange Act, (E) the filing of the Certificate of Merger under the DGCL, (F) rules and regulations of NASDAQ, (G) antitrust or other competition laws of other jurisdictions and (H) consents set forth Effect on the Company Disclosure ScheduleCompany.

Authority; No Conflicts. (i) The Company has all requisite corporate power and corporate authority to enter into this Agreement and to consummate the Transactions contemplated herebyand, subject in the case of the consummation of the Merger to the adoption of this Agreement by the Required requisite vote of the holders of Company Vote (as defined in Section 3.1(g))Common Stock, if required by lawto consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Transactions transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company, subject in the case of the consummation of the Merger to the adoption approval of this Agreement by the Required Company Votestockholders of the Company. This Agreement has been duly executed and delivered by the Company and constitutes a valid and binding agreement of the Company, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors generally, generally and by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (ii) The Except as set forth in Schedule 3.1(d)(ii) to the Company Disclosure Letter, the execution and delivery of this Agreement does not not, and the consummation of the Merger and the other Transactions transactions contemplated hereby will not not, conflict with, or result in any violation of, or constitute a default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, amendment, cancellation or acceleration of any obligation or the loss of a material benefit under, or the creation of a Lien lien, pledge, security interest, charge or other encumbrance on any assets of the Company or any of its Subsidiaries (any such conflict, violation, default, right of termination, amendment, cancellation or acceleration, loss or creation, a "VIOLATIONViolation") pursuant to: (A) any provision of the certificate of incorporation or bylaws Organizational Documents of the Company or any of its Subsidiaries, the Company Subs or (B) except as would not, individually or in the aggregate, constitute not have a Company Material Adverse Effect on the Company and, subject to obtaining or making the Required Consents consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (as defined in Section 3.1(c)(iv))iii) below, any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any Subsidiary of Company, the Company Subs or their respective properties or assets. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, any supranational, national, state, municipal or local government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-quasi- governmental authority (a "GOVERNMENTAL ENTITYGovernmental Entity"), is required by or with respect to the Company or any of its Subsidiaries the Company Subs in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the Merger and the other Transactions transactions contemplated hereby, except for (x) those required under or in relation to (A) the Required Consents Securities Exchange Act of 1934, as amended (the "Exchange Act"), (B) the DLLCA and the MGCL with respect to the filing and recordation of appropriate merger documents, (C) the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amendex (xxx "XXX Xxx") and (D) rules and regulations of the New York Stock Exchange (the "NYSE"), and (y) such other consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain would not, individually or in the aggregate, constitute have a Company Material Adverse Effect. (iv) The Company and its Subsidiaries are not in violation of any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any Subsidiary of the Company or their respective properties or assets except for violations which, individually or in the aggregate, do not constitute a Company Material Adverse Effect. (v) As used herein, "REQUIRED CONSENTS" shall mean consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to (A) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), (B) state securities or "blue sky" laws (the "BLUE SKY LAWS"), (C) the Securities Act of 1933, as amended (the "SECURITIES ACT"), (D) the Exchange Act, (E) the filing of the Certificate of Merger under the DGCL, (F) rules and regulations of NASDAQ, (G) antitrust or other competition laws of other jurisdictions and (H) consents set forth Effect on the Company Disclosure ScheduleCompany.

Authority; No Conflicts. (i) The Company CCI has all requisite corporate power and authority to enter into this Agreement and and, subject to the adoption of this Agreement by the requisite vote of the holders of CCI Common Stock, to consummate the Transactions transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of CCI, subject in the case of the consummation of the Merger to the adoption of this Agreement by the Required Company Vote (as defined in Section 3.1(g)), if required by law. The execution and delivery shareholders of this Agreement and the consummation of the Transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company, subject in the case of the consummation of the Merger to the adoption of this Agreement by the Required Company VoteCCI. This Agreement has been duly executed and delivered by the Company CCI and constitutes a valid and binding agreement of the CompanyCCI, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally, by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law)) or by an implied covenant of good faith and fair dealing. (ii) The Except as set forth in Section 3.1(c)(ii) of the CCI Disclosure Schedule, the execution and delivery of this Agreement does not or will not, as the case may be, and the consummation of the Merger and the other Transactions transactions contemplated hereby will not not, conflict with, or result in any violation of, or constitute a default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, amendment, cancellation or acceleration of any obligation or the loss of a material benefit under, or the creation of a Lien lien, pledge, security interest, charge or other encumbrance on any assets of the Company or any of its Subsidiaries (any such conflict, violation, default, right of termination, amendment, cancellation or acceleration, loss or creation, a "VIOLATIONViolation") pursuant to: (A) any provision of the certificate Organizational Documents of incorporation CCI, any Consolidated Subsidiary or bylaws of the Company or any of its Subsidiaries, Managed Affiliate that is a corporation or (B) except as would not, individually or in the aggregate, constitute could not reasonably be expected to have a Company Material Adverse Effect on CCI or to prevent or materially delay the performance of this Agreement by CCI and, subject to obtaining or making the Required Consents consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (as defined in Section 3.1(c)(iv))iii) below, any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company CCI or any Subsidiary of the Company Consolidated Subsidiaries or their respective properties or assets. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, any supranational, national, state, municipal or local government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority (a "GOVERNMENTAL ENTITYGovernmental Entity"), is required by or with respect to CCI, any Consolidated Subsidiary or, to the Company or knowledge of CCI, any of its Subsidiaries Managed Affiliate, in connection with the execution and delivery of this Agreement by the Company CCI or the consummation by CCI of the Merger and the other Transactions transactions contemplated hereby, except for (x) the filing with the SEC of (i) a proxy statement relating to the Required Consents CCI Votes at the CCI Shareholders Meeting (as defined below) (such proxy statement as amended or supplemented from time to time, the "Proxy Statement") and (ii) such other consentsreports under the Securities Exchange Act of 1934, approvalsas amended (the "Exchange Act"), ordersas may be required in connection with this Agreement and the transactions contemplated by this Agreement, authorizations, registrations, declarations and filings the failure of which to make or obtain would not, individually or in the aggregate, constitute a Company Material Adverse Effect. (ivy) The Company and its Subsidiaries are not in violation of any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any Subsidiary of the Company or their respective properties or assets except for violations which, individually or in the aggregate, do not constitute a Company Material Adverse Effect. (v) As used herein, "REQUIRED CONSENTS" shall mean consents, approvals, orders, authorizations, registrations, declarations and filings those required under or in relation to (A) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACTAct"), (B) the Communications Act of 1934, as amended (the "Communications Act"), and any rules and regulations promulgated by the Federal Communications Commission ("FCC"), (C) state securities or "blue sky" laws (the "BLUE SKY LAWS"), (C) the Securities Act of 1933, as amended (the "SECURITIES ACT")laws, (D) the Exchange ActCBCA with respect to the filing and recordation of appropriate merger or other documents, (E) the filing of the Certificate of Merger under the DGCL, (F) rules and regulations of NASDAQthe Nasdaq National Market ("Nasdaq"), and (GF) antitrust or other competition laws of other jurisdictions jurisdictions, and (Hz) consents set forth such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain could not reasonably be expected to have a Material Adverse Effect on CCI or to prevent or materially delay the Company Disclosure Scheduleperformance of this Agreement by CCI. Consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to clause (x) or (y) are hereinafter referred to as "Required Consents."

Authority; No Conflicts. (ia) The Company Purchaser has all requisite corporate power and authority to enter into this Agreement and to consummate the Transactions transactions contemplated hereby, subject including, without limitation, the issuance of the shares of Purchaser Common Stock to be issued in the case of the consummation of the Merger Pursuant to the adoption of this Agreement by (the Required Company Vote (as defined in Section 3.1(g“Share Issuance”)), if required by law. The execution and delivery of this Agreement and the consummation of the Transactions transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company, subject in the case of the consummation of the Merger to the adoption of this Agreement by the Required Company VotePurchaser. This Agreement has been duly executed and delivered by the Company and Purchaser and, assuming that this Agreement constitutes a valid and binding agreement of the Company, constitutes a valid and binding agreement of Purchaser, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally, generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law)) or by an implied covenant of good faith and fair dealing. (iib) The execution and delivery of this Agreement by Purchaser does not not, and the consummation by Purchaser of the Merger and the other Transactions transactions contemplated hereby will not not, conflict with, or result in any violation of, or constitute a default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, amendment, cancellation or acceleration of any obligation or the loss of a material benefit under, or the creation of a Lien on any assets of the Company or any of its Subsidiaries (any such conflict, violation, default, right of termination, amendment, cancellation or acceleration, loss or creation, is hereinafter referred to as a "VIOLATION"“Violation”) pursuant to: (A) any provision of the certificate articles of incorporation or bylaws of the Company or any of its Subsidiaries, Purchaser or (B) except as would notnot reasonably be expected to have, individually or in the aggregate, constitute a Company Material Adverse Effect andon Purchaser, and subject to obtaining or making the Required Consents consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (as defined in Section 3.1(c)(iv))iii) below, any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company Purchaser or any Subsidiary of the Company or their respective its properties or assets. (iiic) No consent, approval, order or authorization of, or registration, declaration or filing with, any national, state, municipal municipal, local or local foreign government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority (a "GOVERNMENTAL ENTITY"), “Governmental Entity”) or expiry of any related waiting period is required by or with respect to the Company or any of its Subsidiaries Purchaser in connection with the execution and delivery of this Agreement by the Company Purchaser or the consummation of the Merger and the other Transactions transactions contemplated hereby, except for those required under or in relation to (A) state securities or “blue sky” laws (the Required Consents “Blue Sky Laws”); (B) the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”); (C) the Exchange Act; and (D) such other consents, approvals, orders, authorizations, registrations, declarations and filings and expiry of waiting periods the failure of which to make or obtain or expire would notnot reasonably be expected to have, individually or in the aggregate, constitute a Company Material Adverse Effect. (iv) The Company and its Subsidiaries are not in violation of any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any Subsidiary of the Company or their respective properties or assets except for violations which, individually or in the aggregate, do not constitute a Company Material Adverse Effect. (v) As used herein, "REQUIRED CONSENTS" shall mean consentsEffect on Purchaser. Consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to any of the foregoing clauses (A) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), (B) state securities or "blue sky" laws (the "BLUE SKY LAWS"), (C) the Securities Act of 1933, as amended (the "SECURITIES ACT"), through (D) the Exchange Act, (E) the filing of the Certificate of Merger under the DGCL, (F) rules and regulations of NASDAQ, (G) antitrust or other competition laws of other jurisdictions and (H) consents set forth on the Company Disclosure Scheduleare hereinafter referred to as “Necessary Consents.”

Authority; No Conflicts. (i) The Company StorCOMM has all requisite corporate power and authority to enter into this Agreement and to consummate the Transactions transactions contemplated hereby, subject subject, in the case of the consummation of the Merger Merger, to the approval and adoption of this Agreement and the Merger by the Required Company Vote (as defined in Section 3.1(g)), if required by lawStorCOMM Vote. The execution and delivery of this Agreement by StorCOMM and the consummation by StorCOMM of the Transactions transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the CompanyStorCOMM, subject subject, in the case of the consummation of the Merger Merger, to the approval and adoption of this Agreement and the Merger by the Required Company StorCOMM Vote. This Agreement has been duly executed and delivered by StorCOMM and, assuming the Company due authorization and valid execution and delivery of this Agreement by each of CCA and CCA Sub, constitutes a valid and binding agreement of the CompanyStorCOMM, enforceable against it StorCOMM in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and similar laws Applicable Laws relating to or affecting creditors generally, generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (ii) The execution and delivery of this Agreement by StorCOMM does not not, and the consummation by StorCOMM of the Merger and the other Transactions transactions contemplated hereby will not not, conflict with, or result in any breach or violation of, or constitute a default (with or without notice or lapse of time, or both) under, or give rise to a right of or result by its terms in the termination, amendment, cancellation or acceleration of any obligation or the loss of a material benefit under, or the creation of a Lien on Lien, charge, “put” or “call” right or other encumbrance on, or the loss of, any assets of the Company or any of its Subsidiaries (any such conflict, breach, violation, default, right of termination, amendment, cancellation or acceleration, loss or creation, a "VIOLATION"“Violation”) pursuant to: (A) any provision of the certificate of incorporation or bylaws by-laws or similar organizational document of the Company StorCOMM or any Significant Subsidiary of its Subsidiaries, StorCOMM or (B) except as would notas, individually or in the aggregate, constitute would not reasonably be expected to have a Company Material Adverse Effect andon StorCOMM and its Subsidiaries or, to the Knowledge of StorCOMM, on StorCOMM and its Subsidiaries following the Merger, subject to obtaining or making the Required Consents (as defined in Section 3.1(c)(iv))StorCOMM Necessary Consents, any loan or credit agreement, note, instrument, mortgage, bond, indenture, lease, benefit plan or other agreementcontract, obligationagreement or obligation (a “Contract”) to which StorCOMM or any of its Subsidiaries is a party or by which any of them or any of their respective properties or assets is bound, instrumentor any permit, permitconcession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company StorCOMM or any Subsidiary of the Company StorCOMM or their respective properties or assets. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, any supranational, national, state, municipal municipal, local or local foreign government, any instrumentality, subdivision, court, administrative agency agency, department or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority (a "GOVERNMENTAL ENTITY"), “Governmental Entity”) or any other Person is required by or with respect to the Company StorCOMM or any Subsidiary of its Subsidiaries StorCOMM in connection with the execution and delivery of this Agreement by the Company StorCOMM or the consummation by StorCOMM of the Merger and the other Transactions transactions contemplated hereby, except for those required under or in relation to (A) state securities or “blue sky” laws, (B) the Required Consents Securities Act, (C) the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (D) the DGCL with respect to the filing of the Certificate of Merger with the Delaware Secretary, (E) the rules and regulations of the American Stock Exchange and (F) antitrust or other competition laws of other jurisdictions and (G) such other consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain would notobtain, individually or in the aggregate, constitute would not reasonably be expected to have a Company Material Adverse Effect. (iv) The Company Effect on StorCOMM and its Subsidiaries are not in violation of any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any Subsidiary of the Company or their respective properties or assets except for violations which, individually or in the aggregate, do not constitute a Company Material Adverse Effect. (v) As used herein, "REQUIRED CONSENTS" shall mean consentsSubsidiaries. Consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to any of the foregoing clauses (A) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), (B) state securities or "blue sky" laws (the "BLUE SKY LAWS"), (C) the Securities Act of 1933, as amended (the "SECURITIES ACT"), (D) the Exchange Act, (E) the filing of the Certificate of Merger under the DGCL, through (F) rules and regulations of NASDAQ, (G) antitrust or other competition laws of other jurisdictions and (H) consents set forth on are hereinafter referred to as the Company Disclosure Schedule“StorCOMM Necessary Consents”.