Common use of Authority; No Violation Clause in Contracts

Authority; No Violation. Parent has full corporate power and authority to execute and deliver this Agreement. The execution and delivery of this Agreement have been duly and validly approved by the Board of Directors of Parent and no other corporate proceedings on the part of Parent are necessary to approve this Agreement. This Agreement has been duly and validly executed and delivered by Parent and (assuming due authorization, execution and delivery by the Stockholder) this Agreement constitutes a valid and binding obligation of Parent, enforceable against Parent in accordance with its terms except that such enforceability (i) may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to the enforcement of creditors’ rights generally and (ii) is subject to general principles of equity and the discretion of the court before which any proceedings seeking injunctive relief or specific performance may be brought. Neither the execution and delivery of this Agreement by Parent, nor the consummation by Parent of the transactions contemplated hereby, nor compliance by Parent with any of the terms or provisions hereof, will (x) violate any provision of the governing documents of Parent or the certificate of incorporation, by-laws or similar governing documents of any of Parent’s Subsidiaries, (y) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Parent or any of Parent’s Subsidiaries, or any of their respective properties or assets, or (z) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Parent or any of Parent’s Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Parent or any of Parent’s Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected.

Authority; No Violation. Parent has full corporate power and authority to execute and deliver this Agreement. The execution and delivery of this Agreement have been duly and validly approved by the Board of Directors of Parent and no other corporate proceedings on the part of Parent are necessary to approve this Agreement. This Agreement has been duly and validly executed and delivered by Parent and (assuming due authorization, execution and delivery by the Stockholder) this Agreement constitutes a valid and binding obligation of Parent, enforceable against Parent in accordance with its terms except that such enforceability (i) may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to the enforcement of creditors’ rights generally and (ii) is subject to general principles of equity and the discretion of the court before which any proceedings seeking injunctive relief or specific performance may be brought. Neither the execution and delivery of this Agreement by Parent, nor the consummation by Parent of the transactions contemplated hereby, nor compliance by Parent with any of the terms or provisions hereof, will (x) violate any provision of the governing documents of Parent or the certificate of incorporation, by-laws bylaws or similar governing documents of any of Parent’s Subsidiaries, (y) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Parent or any of Parent’s Subsidiaries, or any of their respective properties or assets, or (z) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Parent or any of Parent’s Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Parent or any of Parent’s Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected.

Authority; No Violation. Parent has full corporate power and authority to execute and deliver this Agreement. The execution and delivery of this Agreement have been duly and validly approved by the Board of Directors of Parent and no other corporate proceedings on the part of Parent are necessary to approve this Agreement. This Agreement has been duly and validly executed and delivered by Parent and (assuming due authorization, execution and delivery by the StockholderStockholders) this Agreement constitutes a valid and binding obligation of Parent, enforceable against Parent in accordance with its terms except that such enforceability (i) may be limited by bankruptcyterms, insolvency, moratorium or other similar laws affecting or relating subject to the enforcement of creditors’ rights generally and (ii) is subject to general principles of equity and the discretion of the court before which any proceedings seeking injunctive relief or specific performance may be broughtEnforceability Exceptions. Neither the execution and delivery of this Agreement by Parent, nor the consummation by Parent of the transactions contemplated hereby, nor compliance by Parent with any of the terms or provisions hereof, will (x) violate any provision of the governing documents of Parent or the certificate of incorporation, by-laws bylaws or similar governing documents of any of Parent’s Subsidiaries, (y) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Parent or any of Parent’s Subsidiaries, or any of their respective properties or assets, or (z) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Parent or any of Parent’s Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Parent or any of Parent’s Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected.

Authority; No Violation. Parent Such Stockholder has full corporate organizational power and authority to execute and deliver this AgreementAgreement and to perform its obligations hereunder. The execution and delivery of this Agreement and the performance of its obligations hereunder have been duly and validly approved by the Board governing authority of Directors of Parent such Stockholder and no other corporate organizational proceedings on the part of Parent such Stockholder are necessary to approve this AgreementAgreement and to perform its obligations hereunder. This Agreement has been duly and validly executed and delivered by Parent such Stockholder and (assuming due authorization, execution and delivery by the StockholderParent) this Agreement constitutes a valid and binding obligation of Parentsuch Stockholder, enforceable against Parent such Stockholder in accordance with its terms terms, except that such enforceability (i) may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to the enforcement of creditors’ rights generally and (ii) is subject to general principles of equity and the discretion of the court before which any proceedings seeking injunctive relief or specific performance may be brought. Neither the execution and delivery of this Agreement by Parentsuch Stockholder, nor the consummation by Parent such Stockholder of the transactions contemplated hereby, nor compliance by Parent such Stockholder with any of the terms or provisions hereof, will (x) violate any provision of the governing documents of Parent or the certificate of incorporation, by-laws or similar governing documents of any of Parent’s Subsidiariessuch Stockholder, (y) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Parent or any of Parent’s Subsidiariessuch Stockholder, or any of their respective its properties or assets, or (z) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien lien, claim, mortgage, encumbrance, pledge, deed of trust, security interest, equity or charge of any kind (each, a “Lien”) upon any of the respective properties or assets of Parent or any of Parent’s Subsidiaries under, Subject Shares pursuant to any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Parent or any of Parent’s Subsidiaries such Stockholder is a party, or by which they it or any of their respective its properties or assets may be bound or affected, except, in the case of this clause (z), for such matters that would not, individually or in the aggregate, impair the ability of such Stockholder to perform its obligations under this Agreement.

Authority; No Violation. Parent If the Stockholder is an entity, the Stockholder has full corporate organizational power and authority to execute and deliver this AgreementAgreement and to perform its obligations hereunder. The If the Stockholder is an entity, the execution and delivery of this Agreement and the performance of its obligations hereunder have been duly and validly approved by the Board governing authority of Directors of Parent the Stockholder, and no other corporate organizational proceedings on the part of Parent the Stockholder are necessary to approve this AgreementAgreement and to perform its obligations hereunder. This Agreement has been duly and validly executed and delivered by Parent the Stockholder and (assuming due authorization, execution and delivery by the StockholderParent) this Agreement constitutes a valid and binding obligation of Parentthe Stockholder, enforceable against Parent the Stockholder in accordance with its terms terms, except that such enforceability (i) may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to the enforcement of creditors’ rights generally and (ii) is subject to general principles of equity and the discretion of the court before which any proceedings seeking injunctive relief or specific performance may be brought. Neither the execution and delivery of this Agreement by Parentthe Stockholder, nor the consummation by Parent the Stockholder of the transactions contemplated hereby, nor compliance by Parent the Stockholder with any of the terms or provisions hereof, will (x) if the Stockholder is an entity, violate any provision of the governing documents of Parent or the certificate of incorporation, by-laws or similar governing documents of any of Parent’s SubsidiariesStockholder, (y) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Parent or any of Parent’s SubsidiariesStockholder, or any of their respective its properties or assets, or (z) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien lien, claim, mortgage, encumbrance, pledge, deed of trust, security interest, equity or charge of any kind (each, a “Lien”) upon any of the respective properties or assets of Parent or any of Parent’s Subsidiaries under, Subject Shares pursuant to any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Parent or any of Parent’s Subsidiaries the Stockholder is a party, or by which they it or any of their respective its properties or assets may be bound or affected.

Authority; No Violation. Parent (i) Buyer has full corporate power and authority to execute and deliver this Agreement. The execution Agreement and delivery of this Agreement have been duly to comply with the terms hereof and validly approved by consummate the Board of Directors of Parent and no other corporate proceedings on the part of Parent are necessary to approve this Agreementtransactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent and (assuming Buyer. Assuming due authorization, execution and delivery by the Stockholder) other Parties, this Agreement constitutes a the valid and binding obligation of ParentBuyer, enforceable against Parent Buyer in accordance with its terms terms, except that as such enforceability (i) enforcement may be limited by (i) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other similar laws affecting or relating to the enforcement rights of creditors’ rights generally and creditors generally, or (ii) is subject to the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law, or (iii) the specific terms and the discretion conditions of the court before which any proceedings seeking injunctive relief or specific performance may be brought. this Agreement. (ii) Neither the execution and delivery of this Agreement by Parent, Buyer nor the consummation by Parent Buyer of the transactions contemplated hereby, nor compliance by Parent Buyer with any of the terms or provisions hereof, will (xA) violate any provision of the governing documents Certificate of Parent Registration or Constitution or the certificate certificates of incorporationregistration or constitution, by-laws or similar governing documents other charter or organizational documents, of any of Parent’s Subsidiaries, Buyer or (yB) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Parent Buyer or any of Parent’s Subsidiaries, or any of their respective its properties or assets, the violation of which would have a material adverse effect, or (zC) violate, conflict with, result in a breach of any provision of or the loss of any material benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of any or all rights or benefits or a right of termination or cancellation under, accelerate the performance required byby or rights or obligations under, increase any rate of interest payable or result in the creation of any Lien lien upon any of the respective properties or assets of Parent or any of Parent’s Subsidiaries Buyer under, any authorization or of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement agreement, contract, or other instrument or obligation to which Parent or any of Parent’s Subsidiaries is a party, or by which they its properties, assets or any of their respective properties or assets business activities may be bound or affected.

Authority; No Violation. Parent (a) Such Advisor has full corporate all requisite limited liability company power and authority to execute and deliver this Agreement. The execution and delivery of this Agreement have has been duly and validly approved by the Board managers of Directors of Parent and no other corporate proceedings on the part of Parent are necessary to approve this Agreementsuch Advisor. This Agreement has been duly and validly executed and delivered by Parent such Advisor and (assuming due authorization, execution and delivery by the Stockholderother Advisor, BCIC, TCPC and Merger Sub) this Agreement constitutes a the valid and binding obligation of Parentsuch Advisor, enforceable against Parent such Advisor in accordance with its terms (except that such enforceability (i) as may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to the enforcement of creditors’ rights generally and Enforceability Exception). (iib) is subject to general principles of equity and the discretion of the court before which any proceedings seeking injunctive relief or specific performance may be brought. Neither the execution and delivery of this Agreement by Parentsuch Advisor, nor the consummation by Parent of the transactions contemplated herebyTransactions, nor compliance performance of this Agreement by Parent with any of the terms or provisions hereofsuch Advisor, will (xi) violate any provision of the governing documents certificate of Parent formation of such Advisor or the certificate limited liability company agreement of incorporation, by-laws such Advisor or similar governing documents of any of Parent’s Subsidiaries, (yii) (A) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree Law or injunction Order applicable to the Parent or any of Parent’s Subsidiaries, or any of their respective properties or assets, such Advisor or (zB) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event whichthat, with or without the giving of notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, require the consent, approval or authorization of, or notice to or filing with any third party with respect to, or result in the creation of any Lien upon any of the respective properties or assets of Parent or any of Parent’s Subsidiaries such Advisor under, any of the terms, conditions or provisions of any notePermit, bond, mortgage, indenture, deed of trust, license, lease, agreement Contract or other instrument or obligation to which Parent or any of Parent’s Subsidiaries such Advisor is a party, party or by which they or any of their respective its properties or assets may is bound except, with respect to clause (ii)(B), any such violation, conflict, breach, loss, default, termination, cancellation, acceleration, consent, approval or creation that would not, individually or in the aggregate, reasonably be bound expected to prevent such Advisor from timely performing its material obligations under this Agreement or affectedhave a Material Adverse Effect with respect to such Advisor. (c) No consents or approvals of, or filings or registrations with, any Governmental Entity are necessary in connection with the execution, delivery or performance of this Agreement by such Advisor, except for any such consents, approvals, filings or registrations that the failure to obtain or make would not, individually or in the aggregate, reasonably be expected to prevent such Advisor from timely performing its material obligations under this Agreement or have a Material Adverse Effect with respect to such Advisor.

Authority; No Violation. (i) Parent has full the corporate power and authority to execute execute, deliver and deliver this Agreement. The execution and delivery of perform its obligations under this Agreement and, subject to receipt of all necessary consents and approvals of Governmental Authorities, to consummate the transactions contemplated hereby. This Agreement and the transactions contemplated hereby have been duly and validly approved authorized by the Board of Directors all necessary corporate action of Parent and no other corporate proceedings the Parent Board on or prior to the part of date hereof. Parent are necessary to approve this Agreement. This Agreement has been duly and validly executed and delivered by Parent this Agreement, and (assuming due authorization, execution and delivery by the Stockholder) Company, this Agreement constitutes is a valid and legally binding obligation of Parent, Parent enforceable against Parent in accordance with its terms (except that such as enforceability (i) may be limited by applicable bankruptcy, insolvency, moratorium or other reorganization, moratorium, fraudulent transfer and similar laws affecting or of general applicability relating to the enforcement of or affecting creditors’ rights generally and or by general equity principles). (ii) is subject Subject to general principles of equity and receipt, or the discretion making, of the court before which any proceedings seeking injunctive relief or specific consents, approvals, waivers and filings referred to in Section 5.02(e) and expiration of the related waiting periods, the execution, delivery and performance may be brought. Neither the execution and delivery of this Agreement and the Bank Merger Agreement by ParentParent and Parent Bank, nor as applicable, and the consummation by Parent of the transactions contemplated herebyhereby and thereby do not and will not (A) constitute a breach or violation of, nor compliance by Parent with any or a default under, the articles of the terms incorporation or provisions hereof, will bylaws (xor similar governing documents) violate any provision of the governing documents of Parent or the certificate of incorporation, by-laws or similar governing documents of any of Parent’s its Subsidiaries, (yB) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Parent or any of Parent’s its Subsidiaries, or any of their respective properties or assets, assets or (zC) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Parent or any of Parent’s its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, contract, agreement or other instrument or obligation to which Parent or any of Parent’s its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected.

Authority; No Violation. Parent has full corporate power and authority to execute and deliver this Agreement. The execution and delivery of this Agreement have been duly and validly approved by the Board of Directors of Parent and no other corporate proceedings on the part of Parent are necessary to approve this Agreement. This Agreement has been duly and validly executed and delivered by Parent and (assuming due authorization, execution and delivery by the Stockholdereach Unitholder) this Agreement constitutes a valid and binding obligation of Parent, enforceable against Parent in accordance with its terms except that such enforceability (i) may be limited by bankruptcyterms, insolvency, moratorium or other similar laws affecting or relating subject to the enforcement of creditors’ rights generally Bankruptcy and (ii) is subject to general principles of equity and the discretion of the court before which any proceedings seeking injunctive relief or specific performance may be broughtEquity Exception. Neither the execution and delivery of this Agreement by Parent, nor the consummation by Parent of the transactions contemplated hereby, nor compliance by Parent with any of the terms or provisions hereof, will (x) violate any provision of the governing documents of Parent or the certificate of incorporation, by-laws bylaws or similar governing documents of any of Parent’s Subsidiaries, (y) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Parent or any of Parent’s Subsidiaries, or any of their respective properties or assets, or (z) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Parent or any of Parent’s Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Parent or any of Parent’s Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected.

Authority; No Violation. (a) Each of Parent and Merger Sub has full corporate power and authority to execute and deliver this AgreementAgreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby (including the Offer and the Merger) have been duly and validly approved by the Board of Directors of Parent and Merger Sub and no other corporate proceedings on the part of Parent or Merger Sub are necessary to approve this AgreementAgreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by each of Parent and Merger Sub and (assuming due authorization, execution and delivery by the StockholderCompany) this Agreement constitutes a valid and binding obligation of ParentParent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms terms, except that such enforceability (i) as enforcement may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to the enforcement of creditors’ rights generally Bankruptcy and Equity Exceptions. (iib) is subject to general principles of equity and the discretion of the court before which any proceedings seeking injunctive relief or specific performance may be brought. Neither the execution and delivery of this Agreement by ParentParent or Merger Sub, nor the consummation by Parent or Merger Sub of the transactions contemplated herebyhereby (including the Offer and the Merger), nor compliance by Parent or Merger Sub with any of the terms or provisions hereof, will (xi) violate any provision of the governing charter documents of Parent or Merger Sub or (ii) assuming that the certificate of incorporationconsents, by-laws approvals and filings referred to in Section 6.3 are duly obtained or similar governing documents of any of Parent’s Subsidiariesmade, (yA) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Parent Parent, Merger Sub or any of Parent’s Subsidiaries, their respective Subsidiaries or any of their respective properties or assets, or (zB) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, or require redemption or repurchase or otherwise require the purchase or sale of any securities, constitute a default (or an event which, with notice or lapse of time, time or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Parent Parent, Merger Sub or any of Parent’s their respective Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Parent Parent, Merger Sub or any of Parent’s their respective Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected, except (in the case of clause (ii) above) for such violations, conflicts, breaches, defaults or other events which either individually or in the aggregate would not reasonably be expected to result in a Parent Material Adverse Effect.

Authority; No Violation. (a) Parent has and Merger Sub have full corporate power and authority to execute and deliver this Agreement. Agreement and to consummate the transactions contemplated hereby. (b) The execution and delivery consummation of this Agreement have the transactions contemplated hereby has been duly and validly approved by the Board of Directors of each of Parent and no Merger Sub. No other corporate proceedings on the part of Parent or Merger Sub and no vote of Parent’s stockholders are necessary to consummate the transactions contemplated hereby. (c) The execution and delivery of this Agreement by Parent and Merger Sub has been duly and validly authorized in accordance with applicable law and duly and validly approved by all necessary action and no other proceedings on the part of Parent or Merger Sub are necessary to approve this AgreementAgreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and (assuming due authorization, execution and delivery by the StockholderCompany) this Agreement constitutes a valid and binding obligation of ParentParent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms except that such enforceability terms. (id) may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to the enforcement None of creditors’ rights generally and (ii) is subject to general principles of equity and the discretion of the court before which any proceedings seeking injunctive relief or specific performance may be brought. Neither the execution and delivery of this Agreement by ParentParent or Merger Sub, nor the consummation by Parent or Merger Sub of the transactions contemplated herebyMerger, nor or compliance by Parent or Merger Sub with any of the terms or provisions hereof, will (xi) violate any provision of the governing charter, bylaws or other organizational documents of Parent or Merger Sub, as applicable, or (ii) assuming that the certificate of incorporationconsents and approvals and waiting periods referred to in Section 4.03 are duly obtained or satisfied, by-laws or similar governing documents of any of Parent’s Subsidiaries, (y) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Parent Parent, Merger Sub or any of Parent’s Subsidiaries, their respective Subsidiaries or any of their respective properties or assets, or (z) violate, conflict with, result in a breach of any provision of or the loss of any material benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien (or have any of such results upon notice, or lapse of time or both) upon any of the respective properties or assets of Parent Parent, Merger Sub or any of Parent’s their respective Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation Contract to which Parent Parent, Merger Sub or any of Parent’s their respective Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected.

Authority; No Violation. (a) Each of Parent and Merger Sub has full corporate all requisite power and authority to execute and deliver this AgreementAgreement and to consummate the transactions contemplated hereby (including the Offer and the Merger). The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of Parent and no Merger Sub, and this Agreement, the Merger and the other transactions contemplated hereby have been adopted and approved by the sole stockholder of Merger Sub. No other corporate proceedings on the part of Parent or Merger Sub, are necessary to approve this AgreementAgreement or to consummate the transactions contemplated hereby (including the Offer and the Merger). This Agreement has been duly and validly executed and delivered by each of Parent and Merger Sub and (assuming the due authorization, execution and delivery by the StockholderCompany) this Agreement constitutes a the valid and binding obligation of Parenteach of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms (except that such enforceability (i) as may be limited by bankruptcy, insolvency, moratorium moratorium, reorganization or other similar laws Laws affecting or relating to the enforcement rights of creditors’ rights creditors generally and (ii) is subject to general principles of equity and the discretion of the court before which any proceedings seeking injunctive relief or specific performance may be brought. equity). (b) Neither the execution and delivery of this Agreement by Parent, Parent and Merger Sub nor the consummation by Parent and Merger Sub of the transactions contemplated hereby, nor compliance by Parent with any of the terms or provisions hereof, will hereby will: (xi) violate any provision of the governing documents of Parent Certificate, the Parent Bylaws or the certificate of incorporationincorporation or bylaws or other organizational or constitutive documents or governing instruments of Merger Sub or (ii) assuming that the consents, by-laws or similar governing documents of any of Parent’s Subsidiaries, approvals and filings referred to in Section 4.04 are duly obtained and/or made: (yA) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction Law applicable to the Parent or any of Parent’s Subsidiaries, Merger Sub or any of their respective properties or assets, or (zB) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with or without notice or lapse of time, time or both, would constitute a default) under, require any consent or approval of any person under, result in the termination of or a right of termination or cancellation under, accelerate the acceleration of the performance required by, or other adverse change of any right or obligation under any provision of any agreement or other instrument binding upon Parent or any of its Subsidiaries or any license, franchise, permit, certificate, approval or other similar authorization affecting, or relating in any way to, the assets or business of Parent and its Subsidiaries or (C) result in the creation or imposition of any Lien upon Encumbrance, other than Permitted Encumbrances, on any of the respective properties or assets asset of Parent or any of Parent’s Subsidiaries underits Subsidiaries, any except, in the case of the termsforegoing clause (ii) only, conditions as would not reasonably be expected to have, individually or provisions in the aggregate, a Material Adverse Effect on Parent. (c) No vote of any notethe holders of outstanding securities of Parent is required by the Parent Certificate, bondParent Bylaws, mortgage, indenture, deed of trust, license, lease, agreement by Law or otherwise to approve and adopt this Agreement or to consummate the Merger or the other instrument or obligation to which Parent or any of Parent’s Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affectedtransactions contemplated hereby.

Authority; No Violation. (a) Parent has full corporate power and authority to execute and deliver this AgreementAgreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly, validly and unanimously approved and this Agreement duly and validly approved adopted by the Parent Board, and the Parent Board of Directors has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of Parent and no its shareholders. No other corporate proceedings on the part of Parent are necessary to approve this AgreementAgreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent and (assuming due authorization, execution and delivery by constitutes the Stockholder) this Agreement constitutes a valid and binding obligation of Parent, enforceable against Parent in accordance with its terms except that such enforceability (i) may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating subject to the enforcement of creditors’ rights generally Bankruptcy and Equity Exception). (iib) is subject to general principles of equity and the discretion of the court before which any proceedings seeking injunctive relief or specific performance may be brought. Neither the execution and delivery of this Agreement by ParentAgreement, nor the consummation by Parent of the Mergers or the other transactions contemplated hereby, nor compliance by Parent with any of the terms or provisions hereofof this Agreement, will (xi) violate any provision of the governing documents of Parent or the certificate of incorporationArticles, by-laws Parent Bylaws or similar governing documents of any of Parent’s Subsidiaries, or (yii) assuming that the consents, approvals and filings referred to in Section 4.4 are duly obtained and/or made, (A) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction Law applicable to the Parent or Parent, any of Parent’s Subsidiaries, its Subsidiaries or any of their respective properties or assets, assets or (zB) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event whichthat, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Parent or any of Parent’s its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement franchise, permit, agreement, bylaw or other instrument or obligation to which Parent or any of Parent’s its Subsidiaries is a party, party or by which they any of them or any of their respective properties or assets may is bound except, with respect to clause (ii), for any such violation, conflict, breach, default, termination, cancellation, acceleration or creation as would not reasonably be bound expected, individually or affectedin the aggregate, to have a Material Adverse Effect on Parent.

Authority; No Violation. (a) Parent has full corporate power and authority to execute and deliver this AgreementAgreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of Parent. The Board of Directors of Parent has directed that this Agreement and the transactions contemplated hereby be submitted to Parent’s shareholders for approval and adoption at a meeting of such shareholders and, except for the approval and adoption of this Agreement by the requisite vote of Parent’s shareholders, no other corporate proceedings on the part of Parent are necessary to approve and adopt this AgreementAgreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent and (assuming due authorization, execution and delivery by the StockholderCompany) this Agreement constitutes a valid and binding obligation of Parent, enforceable against Parent in accordance with its terms terms, except that such enforceability (i) as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency, moratorium or other receivership and similar laws affecting or relating to the enforcement of creditors’ rights generally and remedies generally. (iib) is subject to general principles of equity and the discretion Except as may be set forth in Section 5.3(b) of the court before which any proceedings seeking injunctive relief or specific performance may be brought. Neither Parent Disclosure Schedule, neither the execution and delivery of this Agreement by Parent, nor the consummation by Parent of the transactions contemplated hereby, nor compliance by Parent with any of the terms or provisions hereof, will (xi) violate any provision of the governing documents Articles of Parent Incorporation or Bylaws of Parent, or the certificate articles of incorporation, by-laws incorporation or bylaws or similar governing documents of any of Parent’s Subsidiariesits Subsidiaries or (ii) assuming that the consents and approvals referred to in Section 5.4 are duly obtained, (yx) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Parent or any of Parent’s Subsidiaries, its Subsidiaries or any of their respective properties or assets, or (zy) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien lien, pledge, security interest, charge or other encumbrance upon any of the respective properties or assets of Parent or any of Parent’s its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Parent or any of Parent’s its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected.

Authority; No Violation. (a) Each of Parent and Merger Sub has full corporate power and authority to execute and deliver this AgreementAgreement and, subject to the required regulatory approvals specified herein, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board Boards of Directors of Parent and Merger Sub, and no other corporate proceedings on the part of Parent and Merger Sub are necessary to approve this AgreementAgreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by each of Parent and Merger Sub and (assuming due authorization, execution and delivery by the StockholderCompany of this Agreement) this Agreement constitutes a will constitute valid and binding obligation obligations of Parenteach of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms terms, except that such enforceability (i) as enforcement may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to the enforcement of creditors’ rights generally and (ii) is subject to general principles of equity whether applied in a court of law or a court of equity and the discretion of the court before which any proceedings seeking injunctive relief or specific performance may be brought. by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. (b) Neither the execution and delivery of this Agreement by ParentParent and Merger Sub, nor the consummation by Parent and Merger Sub, of the transactions contemplated hereby, nor compliance by Parent and Merger Sub with any of the terms or provisions hereof, will (xi) violate any provision of the governing documents of Parent or the certificate of incorporationincorporation or bylaws of Parent, by-laws Merger Sub and each of its Subsidiaries or similar governing documents of (ii) assuming that the consents and approvals referred to in Section 4.4 hereof are duly obtained, (x) violate any Laws applicable to Parent, Merger Sub and each of Parent’s Subsidiaries, (y) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Parent or any of Parent’s other Subsidiaries, or any of their respective properties or assets, or (zy) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien lien, pledge, security interest, charge or other encumbrance upon any of the respective properties or assets of Parent or any Parent, Merger Sub and each of Parent’s other Subsidiaries under, under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Parent or any Parent, Merger Sub and each of Parent’s other Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected, except in each case for such violations, breaches, defaults, or terminations as would not likely have, either individually or in the aggregate, a Material Adverse Effect on Parent. (c) Parent is not: (i) in violation of its certificate of incorporation or bylaws or similar documents; (ii) in default in the performance of any obligation, agreement or condition of any debt instrument which (with or without the passage of time or the giving of notice, or both) affords to any Person the right to accelerate any indebtedness or terminate any right; (iii) in default under or breach of (with or without the passage of time or the giving of notice) any other contract to which it is a party or by which it or its assets are bound; or (iv) in violation of any law, regulation, administrative order or judicial order, decree or judgment (domestic or foreign) applicable to it or its business or assets, except where any violation, default or breach under items (ii), (iii), or (iv) could not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect on Parent.

Authority; No Violation. (a) Each of Parent and Holdco has full corporate power and authority to execute and deliver this AgreementAgreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Merger have been duly and validly approved by the Board of Directors of each of Parent and no Holdco. The Board of Directors of each of Parent and Holdco has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of such company. No other corporate proceedings on the part of either Parent or Holdco are necessary to approve this AgreementAgreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by each of Parent and Holdco and (assuming due authorization, execution and delivery by the StockholderCompany) this Agreement constitutes a valid and binding obligation of Parenteach of Parent and Holdco, enforceable against Parent in accordance with its terms (except that in all cases as such enforceability (i) may be limited by bankruptcythe Enforceability Exceptions). The Parent Common Shares to be issued in the Merger have been validly authorized and, insolvencywhen issued, moratorium will be validly issued, fully paid and non-assessable, and no current or other past shareholder of Parent will have any preemptive right or similar laws affecting or relating to the enforcement of creditors’ rights generally and in respect thereof. (iib) is subject to general principles of equity and the discretion of the court before which any proceedings seeking injunctive relief or specific performance may be brought. Neither the execution and delivery of this Agreement by Parenteach of Parent and Holdco, nor the consummation by each of Parent and Holdco of the transactions contemplated hereby, nor compliance by each of Parent and Holdco with any of the terms or provisions hereof, will (xi) violate any provision of the governing organizational documents of Parent or Holdco, as applicable, or (ii) assuming that the certificate of incorporationconsents, by-laws or similar governing documents of any of Parent’s Subsidiariesapprovals and filings referred to in Section 4.4 are duly obtained and/or made, (yx) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Parent Parent, Holdco or any of Parent’s Subsidiaries, their Subsidiaries or any of their respective properties or assets, assets or (zy) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Parent Parent, Holdco or any of Parent’s their Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Parent Parent, Holdco or any of Parent’s their Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound bound, except (in the case of clause (ii) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations or affectedcreations which either individually or in the aggregate would not reasonably be likely to have a Material Adverse Effect on Parent.

Authority; No Violation. (a) Parent has and Merger Sub have full corporate power and authority to execute and deliver this AgreementAgreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation by Parent and Merger Sub of the transactions contemplated hereby have been duly and validly approved by the Board of Directors all necessary corporate action of Parent and Merger Sub, and no other corporate or shareholder proceedings on the part of Parent and Merger Sub are necessary to approve this AgreementAgreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and (assuming due authorization, execution and delivery by the StockholderCompany) this Agreement constitutes a valid and binding obligation of ParentParent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms terms, except that such enforceability (i) as enforcement may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to the enforcement of creditors’ rights generally and (ii) is subject to general principles of equity whether applied in a court of law or a court of equity and the discretion of the court before which any proceedings seeking injunctive relief or specific performance may be brought. by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. (b) Neither the execution and delivery of this Agreement by ParentParent and Merger Sub, nor the consummation by Parent and Merger Sub of the transactions contemplated hereby, nor compliance by Parent and Merger Sub with any of the terms or provisions hereof, will (xi) violate any provision of the certificate of incorporation, bylaws or similar governing documents of Parent and Merger Sub or any of the certificate of incorporation, by-laws or similar governing documents of any of Parent’s Subsidiariestheir respective Subsidiaries or (ii) assuming that the consents, approvals and waiting periods referred to in Section 5.4 are duly obtained or satisfied, (yx) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction Law applicable to the Parent or any of Parent’s Subsidiaries, its Subsidiaries or any of their respective properties properties, rights or assets, or (zy) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, or require redemption or repurchase or otherwise require the purchase or sale of any securities, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination termination, modification or cancellation under, accelerate the performance required by, or result in the creation of any Lien (or have any of such results or effects upon notice or lapse of time, or both) upon any of the respective properties properties, rights or assets of Parent or Merger Sub or any of Parent’s their respective Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement agreement, contract, permit, concession, franchise or other instrument or obligation to which Parent or Merger Sub or any of Parent’s their respective Subsidiaries is a party, or by which they or any of their respective properties properties, rights, assets or assets business activities may be bound or affected, except (in the case of clause (ii) above) for such violations, conflicts, breaches, defaults or other events which would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent.

Authority; No Violation. (a) Parent has full corporate power and authority to execute and deliver this AgreementAgreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by all necessary corporate action on the Board part of Directors of Parent and no Parent. No other corporate proceedings (including any approvals of Parent’s stockholders) on the part of Parent are necessary to approve this AgreementAgreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent and (assuming Parent. Assuming due authorization, execution and delivery by the Stockholder) Company, this Agreement constitutes a valid and binding obligation of Parent, enforceable against Parent in accordance with its terms terms, except that as such enforceability (i) enforcement may be limited by (i) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other similar laws Laws affecting or relating to the enforcement rights of creditors’ rights creditors generally and or (ii) is subject to the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity and the discretion of the court before which any proceedings seeking injunctive relief or specific performance may be brought. at law. (b) Neither the execution and delivery of this Agreement by Parent, nor the consummation by Parent of the transactions contemplated hereby, nor compliance by Parent with any of the terms or provisions hereof, will (xi) violate any provision of the governing documents articles of incorporation or bylaws of Parent or (ii) assuming that the certificate of incorporation, by-laws or similar governing documents of any of Parent’s Subsidiariesconsents and approvals referred to in Section 4.4 are duly obtained, (yA) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Parent or any of Parent’s Subsidiaries, its Subsidiaries or any of their respective properties or assets, assets or (zB) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required byby or rights or obligations under, or result in the creation of any Lien upon any of the respective properties or assets of Parent or any of Parent’s its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement agreement, contract, or other instrument or obligation to which Parent or any of Parent’s its Subsidiaries is a party, or by which they or any of their respective properties properties, assets or assets business activities may be bound or affected, except (in the case of clause (ii) above) for such violations, conflicts, breaches, defaults or the loss of benefits that would not reasonably be expected to, either individually or in the aggregate, have a Parent Material Adverse Effect.

Authority; No Violation. Parent has full corporate power and authority to execute and deliver this Agreement. The execution and delivery of this Agreement have been duly and validly approved by the Board of Directors of Parent and no other corporate proceedings on the part of Parent are necessary to approve this Agreement. This Agreement has been duly and validly executed and delivered by Parent and (assuming due authorization, execution and delivery by the StockholderStockholders) this Agreement constitutes a valid and binding obligation of Parent, enforceable against Parent in accordance with its terms except that such enforceability (i) may be limited by bankruptcyterms, insolvency, moratorium or other similar laws affecting or relating subject to the enforcement of creditors’ rights generally and (ii) is subject to general principles of equity and the discretion of the court before which any proceedings seeking injunctive relief or specific performance may be broughtEnforceability Exceptions. Neither the execution and delivery of this Agreement by Parent, nor the consummation by Parent of the transactions contemplated hereby, nor compliance by Parent with any of the terms or provisions hereof, will (x) violate any provision of the governing documents of Parent or the certificate of incorporation, by-laws bylaws or similar governing documents of any of Parent’s Subsidiaries, (y) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Parent or any of Parent’s Subsidiaries, or any of their respective properties or assets, or (z) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Parent or any of Parent’s Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Parent or any of Parent’s Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected.

Authority; No Violation. (a) Each of Parent and Merger Sub has full all necessary corporate power and authority to execute and deliver this AgreementAgreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved authorized by the Board Boards of Directors of Parent and Merger Sub and by Parent as sole stockholder of Merger Sub, as applicable, and no other corporate proceedings on the part of Parent or Merger Sub are necessary to approve this AgreementAgreement or to consummate the Merger. This Agreement has been duly and validly executed and delivered by each of Parent and Merger Sub and (assuming due authorization, execution and delivery by the StockholderCompany) this Agreement constitutes a the valid and binding obligation of Parenteach of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms except that such enforceability (i) may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating subject to the enforcement of creditors’ rights generally Bankruptcy and Equity Exception). (iib) is subject to general principles of equity and the discretion of the court before which any proceedings seeking injunctive relief or specific performance may be brought. Neither the execution and delivery of this Agreement by Parent, nor the consummation by Parent of the transactions contemplated hereby, nor compliance by Parent with any of the terms or provisions hereofof this Agreement, will (xi) violate any provision of the governing documents of Parent Certificate or the certificate of incorporationParent Bylaws, by-laws or similar governing documents of any of Parent’s Subsidiaries(ii) assuming that the consents, approvals and filings referred to in Section 4.5 are duly obtained and/or made, (yA) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction Law applicable to the Parent or Parent, any of Parent’s Subsidiaries, its Subsidiaries or any of their respective properties or assets, assets or (zB) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Parent or any of Parent’s its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Parent or any of Parent’s its Subsidiaries is a party, party or by which they any of them or any of their respective properties or assets may be bound or affectedis bound.

Authority; No Violation. (a) Each of Parent has and Sub have full corporate power and authority to execute and deliver this AgreementAgreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Parent and Sub and the consummation by Parent and Sub of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of Parent and Sub, respectively. Except for the filing of the Certificate of Merger, no other corporate proceedings on the part of Parent or Sub are necessary to approve this AgreementAgreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent and Sub and (assuming the due authorization, execution and delivery by the StockholderCompany) this Agreement constitutes a valid and binding obligation of ParentParent and Sub, enforceable against Parent and Sub in accordance with its terms except that such enforceability terms. (ib) may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to the enforcement of creditors’ rights generally and (ii) is subject to general principles of equity and the discretion of the court before which any proceedings seeking injunctive relief or specific performance may be brought. Neither the execution and delivery of this Agreement by Parenteach of Parent and Sub, nor the consummation by either Parent or Sub, as the case may be, of the transactions contemplated hereby, nor compliance by either Parent or Sub with any of the terms or provisions hereof, will (xi) violate violate, conflict with or result in a breach of any provision of the governing documents Certificate of Parent Incorporation or the certificate of incorporation, by-laws or similar governing documents of any Bylaws of Parent’s Subsidiaries, or Sub, as the case may be, or (yii)(x) violate any statute, code, ordinance, rule, regulationregulations, judgment, order, writ, decree or injunction applicable to the Parent or any of Parent’s Subsidiaries, Sub or any of their respective properties or assets, or (zy) violate, conflict with, result in a breach of any provision provisions of or the loss of any benefit under, constitute a default (or an any event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien lien, pledge, security interest, charge or other encumbrance upon any of the respective properties or assets of Parent or any of Parent’s Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Parent or any of Parent’s Subsidiaries Sub is a party, or by which they or any of their respective properties or assets may be bound or affected, except (in the case of clause (y) above) for such violations, conflicts, breaches or defaults which, either individually or in the aggregate, will not have a Material Adverse Effect on Parent.

Authority; No Violation. (a) Parent has full corporate power and authority to execute and deliver this AgreementAgreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly duly, validly and validly unanimously approved by the Board of Directors of Parent. The Board of Directors of Parent has determined that this Agreement and the transactions contemplated hereby are advisable and in the best interests of Parent and no its shareholders and has adopted a resolution to the foregoing effect. No other corporate proceedings on the part of Parent are necessary to approve this AgreementAgreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent and (assuming due authorization, execution and delivery by the StockholderCompany) this Agreement constitutes a the valid and binding obligation of Parent, enforceable against Parent in accordance with its terms (except that such enforceability (i) as may be limited by bankruptcy, insolvency, moratorium moratorium, reorganization or other similar laws affecting or relating to the enforcement rights of creditors’ rights creditors generally and (ii) is subject to general principles of equity and the discretion of the court before which any proceedings seeking injunctive relief or specific performance may be brought. equity). (b) Neither the execution and delivery of this Agreement by Parent, nor the consummation by Parent of the transactions contemplated hereby, nor compliance by Parent with any of the terms or provisions hereofof this Agreement, will (xi) violate any provision of the governing documents of Parent Certificate or the certificate of incorporationParent By-laws, by-laws or similar governing documents of any of Parent’s Subsidiaries(ii) assuming that the consents, approvals and filings referred to in Section 4.4 are duly obtained and/or made, (yA) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction Injunction applicable to the Parent, any Parent or any of Parent’s Subsidiaries, Subsidiary or any of their respective properties or assets, assets or (zB) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Parent or any of Parent’s its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Parent or any of Parent’s its Subsidiaries is a party, party or by which they any of them or any of their respective properties or assets may be bound or affectedis bound.

Authority; No Violation. (a) Each of Parent and Merger Sub has full corporate power and authority to execute and deliver this AgreementAgreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement Agreement, and the consummation of the Merger and the transactions contemplated hereby have been duly and validly approved and adopted by the Board Boards of Directors of Parent and no Merger Sub. No other corporate proceedings (including any approvals of Parent stockholders) on the part of Parent or Merger Sub are necessary to approve this AgreementAgreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and (assuming due authorization, execution and delivery by the StockholderCompany) this Agreement constitutes a valid and binding obligation of ParentParent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms terms, except that as such enforceability (i) enforcement may be limited by (i) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other similar laws affecting or relating to the enforcement rights of creditors’ rights generally and creditors generally, or (ii) is subject to the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity and the discretion of the court before which any proceedings seeking injunctive relief or specific performance may be brought. at law. (b) Neither the execution and delivery of this Agreement by ParentParent nor Merger Sub, nor the consummation by Parent or Merger Sub of the transactions contemplated hereby, nor compliance by Parent or Merger Sub with any of the terms or provisions hereof, will (xi) violate any provision of the governing documents Certificate of Incorporation or Bylaws of Parent or Merger Sub or (ii) assuming that the certificate of incorporation, by-laws or similar governing documents of any of Parent’s Subsidiariesconsents and approvals referred to in Section 4.3 are duly obtained, (yx) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Parent or any of Parent’s Subsidiaries, its Subsidiaries or any of their respective properties or assets, assets or (zy) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required byby or rights or obligations under, or result in the creation of any Lien upon any of the respective properties or assets of Parent or any of Parent’s its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement agreement, contract, or other instrument or obligation to which Parent or any of Parent’s its Subsidiaries is a party, or by which they or any of their respective properties properties, assets or assets business activities may be bound or affected, except in the case of clause (ii)(y) above for such violations, conflicts, breaches, defaults or the loss of benefits which, either individually or in the aggregate, would not be a Parent Material Adverse Effect.

Authority; No Violation. (a) Parent has full corporate power and authority to execute and deliver this AgreementAgreement and to consummate the Merger and the other transactions contemplated hereby. The execution Merger Sub has full limited liability company power and delivery of authority to enter into and deliver this Agreement have and to consummate the Merger and the other transactions contemplated hereby. (b) The consummation of the Merger and the other transactions contemplated hereby has been duly and validly approved by a duly authorized committee of the Board of Directors of Parent Parent, and no by the holder of all of the outstanding Merger Sub Units. No other corporate proceedings on the part of Parent and no vote of Parent's stockholders are necessary to consummate the transactions contemplated hereby. (c) The execution and delivery of this Agreement by Parent and Merger Sub has been duly and validly authorized in accordance with applicable law and duly and validly approved by all necessary action and no other proceedings on the part of Parent or Merger Sub are necessary to approve this AgreementAgreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and (assuming due authorization, execution and delivery by the StockholderCompany) this Agreement constitutes a valid and binding obligation of ParentParent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms except that such enforceability terms. (id) may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to the enforcement of creditors’ rights generally and (ii) is subject to general principles of equity and the discretion of the court before which any proceedings seeking injunctive relief or specific performance may be brought. Neither the execution and delivery of this Agreement by ParentParent or Merger Sub, nor the consummation by Parent or Merger Sub of the transactions contemplated herebyMerger, nor compliance by Parent or Merger Sub with any of the terms or provisions hereof, will (xi) violate any provision applicable law or the memorandum and articles of the governing association, certificate of incorporation, bylaws or other organizational documents of Parent or Merger Sub, as applicable, or (ii) assuming that the certificate of incorporationconsents and approvals and waiting periods referred to in Section 4.03 are duly obtained or satisfied, by-laws or similar governing documents of any of Parent’s Subsidiaries, (y) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Parent Parent, Merger Sub or any of Parent’s Subsidiaries, their respective Subsidiaries or any of their respective properties or assets, or (z) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien (or have any of such results upon notice, or lapse of time or both) upon any of the respective properties or assets of Parent Parent, Merger Sub or any of Parent’s their respective Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation Contract to which Parent Parent, Merger Sub or any of Parent’s their respective Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected.

Authority; No Violation. (a) Each of Parent and Merger Sub has full all requisite corporate power and authority to execute enter into this Agreement and deliver this Agreementto consummate the Transactions. The execution and delivery of this Agreement and the consummation of the Transactions have been duly and validly approved authorized by the Board of Directors of Parent and Merger Sub, and, except for the adoption of this Agreement by Parent or a Parent Subsidiary, as the sole stockholder of Merger Sub, and the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, no other corporate proceedings on the part of Parent or Merger Sub are necessary to approve this Agreementauthorize the consummation of the Transactions. This Agreement has been duly and validly executed and delivered by Parent and (Merger Sub and, assuming due authorization, execution and delivery by the Stockholder) this Agreement constitutes a the valid and binding obligation agreement of Parentthe Company, this Agreement constitutes the valid and binding agreement of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms terms, except that as such enforceability (i) may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws Laws affecting or relating to the enforcement of creditors’ rights generally and (ii) is subject to general principles of equity and the discretion (regardless of the court before which any proceedings seeking injunctive relief whether enforceability is considered in a proceeding at Law or specific performance may be brought. in equity). (b) Neither the execution and delivery of this Agreement by ParentParent or Merger Sub, nor the consummation by Parent of the transactions contemplated herebyTransactions, nor compliance by Parent or Merger Sub, as applicable, with any of the terms or provisions hereofof this Agreement, will (xi) violate any provision of the governing documents of Parent Charter, the Parent Bylaws, the Merger Sub Charter or the certificate of incorporationMerger Sub Bylaws or (ii) assuming that the consents, by-laws or similar governing documents of any of Parent’s Subsidiariesapprovals and filings referred to in Section 4.4 are duly obtained and/or made, (yA) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree Injunction or injunction Law applicable to Parent, Merger Sub, any of the Parent or any of Parent’s Subsidiaries, Subsidiaries or any of their respective properties or assets, assets or (zB) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien (other than a Permitted Lien) upon any of the respective properties or assets of Parent Parent, Merger Sub or any of Parent’s the Parent Subsidiaries under, any of the terms, conditions or provisions of any credit agreement, note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Parent or any of Parent’s Subsidiaries Parent Subsidiary is a party, or by which they or any of their respective properties or assets may be bound or affected, except for such violations, conflicts, breaches or defaults referred to in clause (ii) that would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

Authority; No Violation. (a) Each of Parent and Merger Sub has full corporate power and authority to execute and deliver this AgreementAgreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Merger have been duly and validly approved by the Board of Directors of each of Parent and Merger Sub. Subject to receipt of the adoption of this Agreement by Parent as the sole stockholder of Merger Sub, no other corporate proceedings on the part of either Parent or Merger Sub are necessary for Parent or Merger Sub to approve authorize this AgreementAgreement or to consummate the Merger. This Agreement has been duly and validly executed and delivered by each of Parent and Merger Sub and (assuming due authorization, execution and delivery by the StockholderCompany) this Agreement constitutes a valid and binding obligation of Parenteach of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms terms, except that in all cases as such enforceability (i) may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to the enforcement of creditors’ rights generally and Enforceability Exceptions. (iib) is subject to general principles of equity and the discretion of the court before which any proceedings seeking injunctive relief or specific performance may be brought. Neither the execution and delivery of this Agreement by Parenteach of Parent and Merger Sub, nor the consummation by each of Parent and Merger Sub of the transactions contemplated hereby, nor compliance by each of Parent and Merger Sub with any of the terms or provisions hereof, will (xi) violate any provision of the governing organizational documents of Parent or Merger Sub, as applicable, or (ii) assuming that the certificate of incorporationconsents, by-laws or similar governing documents of any of Parent’s Subsidiariesapprovals and filings referred to in Section 4.4 are duly obtained and/or made, (yx) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Parent Parent, Merger Sub or any of Parent’s Subsidiaries, their Subsidiaries or any of their respective properties or assets, assets or (zy) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Parent Parent, Merger Sub or any of Parent’s their Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, contract, agreement or other instrument or obligation to which Parent Parent, Merger Sub or any of Parent’s their Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound bound, except in the case of clause (ii) above for such violations, conflicts, breaches, losses of benefit, defaults, terminations, cancellations, accelerations or affectedcreations which would not, either individually or in the aggregate, reasonably be likely to have a Material Adverse Effect on Parent or a material adverse effect on the ability of Parent to consummate the transactions contemplated hereby.

Authority; No Violation. (a) Each of Parent and Merger Sub has full corporate power and authority to execute and deliver this AgreementAgreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, including the Merger, have been duly and validly approved by the Board board of Directors directors of Parent (“Parent Board”) and the board of directors of Merger Sub and no other corporate proceedings on the part of Parent or Merger Sub are necessary to approve this AgreementAgreement and the consummation of the transactions contemplated hereby, including the Merger, or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and (assuming due authorization, execution and delivery by the StockholderCompany) this Agreement constitutes a valid and binding obligation of ParentParent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms terms, except that such enforceability (i) as enforcement may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to the enforcement of creditors’ rights generally Bankruptcy and Equity Exceptions. (iib) is subject to general principles of equity and the discretion of the court before which any proceedings seeking injunctive relief or specific performance may be brought. Neither the execution and delivery of this Agreement by ParentParent or Merger Sub, nor the consummation by Parent or Merger Sub of the transactions contemplated hereby, nor compliance by Parent with any of including the terms or provisions hereof, Merger will (xi) violate any provision of the governing charter documents of Parent or Merger Sub or (ii) assuming that the certificate of incorporationconsents, by-laws approvals and filings referred to in Section 5.4 are duly obtained or similar governing documents of any of Parent’s Subsidiariesmade, (yA) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Parent Parent, Merger Sub or any of Parent’s Subsidiaries, their respective Subsidiaries or any of their respective properties or assets, or (zB) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, or require redemption or repurchase or otherwise require the purchase or sale of any securities, constitute a default (or an event which, with notice or lapse of time, time or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Parent Parent, Merger Sub or any of Parent’s their respective Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Parent Parent, Merger Sub or any of Parent’s their respective Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected, except (in the case of clause (ii) above) for such violations, conflicts, breaches, defaults or other events which either individually or in the aggregate would not reasonably be expected to result in a Parent Material Adverse Effect.

Authority; No Violation. (a) Parent has full all requisite corporate power and authority to execute enter into this Agreement and deliver this Agreementto consummate the Merger and the other Transactions. The execution and delivery of this Agreement and the consummation of the Merger and the other Transactions, have been duly and validly approved authorized by the Board of Directors of Parent and no other all necessary corporate proceedings action on the part of Parent are necessary to approve this AgreementParent. This Agreement has been duly and validly executed and delivered by Parent and (and, assuming due authorization, execution and delivery thereof by each of the Stockholder) this Agreement other parties hereto, constitutes a the valid and binding obligation of Parent, enforceable against Parent in accordance with its terms except that such enforceability (i) may be limited by terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to the enforcement of creditors’ rights generally and (ii) is subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. The execution and delivery of this Agreement and the discretion consummation of the court before which any proceedings seeking injunctive relief Merger and the other Transactions does not require the affirmative vote of Parent’s shareholders under Applicable Law or specific performance may be brought. Neither the Parent’s restated articles of incorporation or bylaws. (b) The execution and delivery of this Agreement by ParentParent do not, nor and the consummation by Parent of the transactions contemplated hereby, nor compliance by Parent with any of Merger and the terms or provisions hereof, other Transactions will not (xi) violate any provision of the governing documents of Parent or the certificate of incorporation, by-laws or similar governing documents of any of Parent’s Subsidiaries, (y) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Parent or any of Parent’s Subsidiaries, or any of their respective properties or assets, or (z) violate, conflict with, result in a violation or breach of any provision of or the loss of any benefit underof, constitute a default (or an event which, with notice or lapse of time, time or both, would constitute become a default) ), require any consent or approval to be obtained or notice to be given under, result in the termination of or a give rise to any third party right of termination termination, cancellation, suspension, acceleration, penalty or cancellation payment obligation or right to purchase or sale under, accelerate any provision of: (A) the performance required byrestated articles of incorporation, bylaws or other organizational documents of Parent or Merger Sub, (B) any material contract to which Parent Merger Sub is a party or to which any of them, or result in the creation of any Lien upon any of the their respective properties or assets of Parent assets, may be subject or any of by which Parent’s Subsidiaries under, any of the termsParent Subsidiaries or Merger Sub is bound, conditions or (C) any Applicable Law, regulation, order, judgment or decree applicable to Parent, or Merger Sub or any of their respective properties or assets; (ii) give rise to any rights of first refusal or trigger any change in control provisions, rights of first offer or first refusal or any similar provisions of or any restrictions or limitations under any note, bond, mortgage, indenture, deed of trustmaterial contract, material license, lease, agreement franchise or other instrument or obligation material permit to which any Parent, or Merger Sub is a party; (iii) give rise to any termination or acceleration of indebtedness, or cause any third party indebtedness to come due before its stated maturity or cause any available credit to cease to be available; or (iv) result in the imposition of any Encumbrance upon any of the property or assets of Parent, or Merger Sub or restrict, hinder, impair or limit the ability of either Parent, or Merger Sub to conduct its business as and where it is now being conducted, other than, in the case of clauses (B) and (C) of this Section 4.3(b), which would not, individually or in the aggregate, reasonably be expected to result in a Parent Material Adverse Effect or prevent, materially alter or materially delay any of the Transactions. Parent is not in violation of any of the provisions of its restated articles of incorporation or bylaws. (c) No consents, approvals and notices are required from any third party under any material contract in order for Parent, or Merger Sub to proceed with the execution and delivery of this Agreement and the completion of the Transactions and the Merger. (d) No consent, approval, order, authorization, release or waiver of, or registration, notification, declaration or filing with, any Governmental Entity is required by Parent or any Parent Subsidiary in connection with the execution and delivery of Parent’s Subsidiaries is a partythis Agreement or the consummation of the Merger, or by which they or any except for (i) the filing of their respective properties or assets the Statement of Merger pursuant to Section 1.3, (ii) such filings and notifications as may be bound required under the HSR Act and any other applicable Antitrust Law and the expiration or affectedearly termination of applicable waiting periods under the HSR Act and any such other applicable Antitrust Law, (iii) the Registration Statement to be filed with the SEC and documents to be filed with the TSX by Parent in connection with the issuance of shares of Parent Common Stock in the Merger, (iv) such other filings and notifications as may be required under federal, state (including “blue sky”), provincial or foreign securities laws or the rules and regulations of the TSX or NASDAQ GM and (v) such other consents, approvals, orders, authorizations, releases, waivers, registrations, notifications, declarations or filings that, if not obtained or made, would not, individually or in the aggregate, reasonably be expected to (A) result in a Parent Material Adverse Effect or (B) prevent, materially alter or materially delay the consummation of the Merger.

Authority; No Violation. (a) Parent has full corporate power and authority to execute and deliver this AgreementAgreement and the Option Agreement and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Option Agreement and the consummation of the transactions contemplated hereby and thereby have been duly and validly approved by the Board of Directors of Parent Parent, and no other corporate proceedings on the part of Parent are necessary to approve this AgreementAgreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent and (assuming due authorization, execution and delivery by the StockholderCompany) this Agreement constitutes a valid and binding obligation of Parent, enforceable against Parent in accordance with its terms terms, except that such enforceability (i) as enforcement may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to the enforcement of creditors’ rights generally and (ii) is subject to general principles of equity whether applied in a court of law or a court of equity and the discretion by bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generally. (b) Except as set forth in Section 5.3(b) of the court before which any proceedings seeking injunctive relief or specific performance may be brought. Neither Parent Disclosure Schedule, neither the execution and delivery of this Agreement by Parent, nor the consummation by Parent of the transactions contemplated hereby, nor compliance by Parent with any of the terms or provisions hereof, will (xi) violate any provision of the governing documents Certificate of Parent Incorporation or By-Laws of Parent, or the certificate articles of incorporation, incorporation or by-laws or similar governing documents of any of Parent’s Subsidiariesits Subsidiaries or (ii) assuming that the consents and approvals referred to in Section 5.4 are duly obtained, (yx) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Parent or any of Parent’s Subsidiaries, its Subsidiaries or any of their respective properties or assets, or (zy) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien lien, pledge, security interest, charge or other encumbrance upon any of the respective properties or assets of Parent or any of Parent’s its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Parent or any of Parent’s its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected.

Authority; No Violation. Parent Such Stockholder has full corporate organizational power and authority authority, if such Stockholder is an Entity, or full capacity, if such Stockholder is a natural person, to execute and deliver this AgreementAgreement and to perform its obligations hereunder. The If such Stockholder is an Entity, the execution and delivery of this Agreement and the performance of its obligations hereunder have been duly and validly approved by the Board governing authority of Directors of Parent such Stockholder and no other corporate organizational proceedings on the part of Parent such Stockholder are necessary to approve this AgreementAgreement and to perform its obligations hereunder. This Agreement has been duly and validly executed and delivered by Parent such Stockholder and (assuming due authorization, execution and delivery by the StockholderParent) this Agreement constitutes a valid and binding obligation of Parentsuch Stockholder, enforceable against Parent such Stockholder in accordance with its terms except that such enforceability (i) may be limited by bankruptcyterms, insolvency, moratorium or other similar laws affecting or relating subject to the enforcement of creditors’ rights generally and (ii) is subject to general principles of equity and the discretion of the court before which any proceedings seeking injunctive relief or specific performance may be broughtEnforceability Exceptions. Neither the execution and delivery of this Agreement by Parentsuch Stockholder, nor the consummation by Parent such Stockholder of the transactions contemplated hereby, nor compliance by Parent such Stockholder with any of the terms or provisions hereof, will (x) if such Stockholder is an Entity, violate any provision of the governing documents of Parent or the certificate of incorporation, by-laws or similar governing documents of any of Parent’s Subsidiariessuch Stockholder, (y) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Parent or any of Parent’s Subsidiariessuch Stockholder, or any of their respective its properties or assets, or (z) violate, conflict with, result in a breach of any provision of or the loss of any benefit underof, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, under or result in the creation of any Lien lien, claim, mortgage, encumbrance, pledge, deed of trust, security interest, equity or charge of any kind (each, a “Lien”) upon any of the respective properties or assets of Parent or any of Parent’s Subsidiaries under, Subject Shares pursuant to any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Parent or any of Parent’s Subsidiaries such Stockholder is a party, or by which they it or any of their respective its properties or assets may be bound or affected, except, in the case of this clause (z), for such matters that would not, individually or in the aggregate, impair the ability of such Stockholder to perform its obligations under this Agreement.

Authority; No Violation. Parent (a) Seasons has full corporate power and authority to execute and deliver this AgreementAgreement and, subject to the adoption of this Agreement by the Required Seasons Vote (as hereinafter defined), to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by all necessary corporate and stockholder action of Seasons, subject in the Board case of Directors the consummation of Parent the Merger to the adoption of this Agreement by the Required Seasons Vote, and no other corporate or stockholder proceedings on the part of Parent Seasons are necessary to approve this AgreementAgreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent Seasons and (assuming due authorization, execution and delivery by the StockholderParent) this Agreement constitutes a valid and binding obligation of ParentSeasons, enforceable against Parent Seasons in accordance with its terms terms, except that such enforceability (i) as enforcement may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to the enforcement of creditors’ rights generally and (ii) is subject to general principles of equity whether applied in a court of law or a court of equity and the discretion by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. (b) Except as set forth in Section 3.3(b) of the court before which any proceedings seeking injunctive relief or specific performance may be brought. Neither Seasons Disclosure Schedule, neither the execution and delivery of this Agreement by Parent, Seasons nor the consummation by Parent Seasons of the transactions contemplated hereby, nor compliance by Parent Seasons with any of the terms or provisions hereof, will (xi) violate any provision of the governing documents of Parent or the certificate of incorporation, by-laws incorporation or bylaws of Seasons or any of the similar governing documents of any of Parent’s Subsidiariesits Subsidiaries or (ii) assuming that the consents and approvals referred to in Section 3.4 are duly obtained, (yx) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Parent Seasons or any of Parent’s Subsidiaries, its Subsidiaries or any of their respective properties or assets, or (zy) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Parent Seasons or any of Parent’s its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Parent Seasons or any of Parent’s its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected, except (in the case of clause (y) above) for such violations, conflicts, breaches, defaults or other events which, either individually or in the aggregate, will not have and would not reasonably be expected to have a Material Adverse Effect on Seasons.

Authority; No Violation. (a) Each of Parent and Merger Sub has full all requisite corporate power and authority to execute enter into this Agreement and deliver this Agreementto consummate the Transactions. The execution and delivery of this Agreement and the consummation of the Transactions have been duly and validly approved authorized by the Parent Board and board of Directors directors of Merger Sub, and, except for the approval of this Agreement by Parent and or a Parent Subsidiary, as the sole shareholder of Merger Sub, no other corporate proceedings on the part of Parent or Merger Sub are necessary to approve this Agreementauthorize the consummation of the Transactions. This Agreement has been duly and validly executed and delivered by Parent and (Merger Sub and, assuming due authorization, execution and delivery by the Stockholder) this Agreement constitutes a the valid and binding obligation agreement of Parentthe Company, this Agreement constitutes the valid and binding agreement of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms terms, except that as such enforceability (i) may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws Laws affecting or relating to the enforcement of creditors’ rights generally and (ii) is subject to general principles of equity and the discretion (regardless of the court before which any proceedings seeking injunctive relief whether enforceability is considered in a proceeding at Law or specific performance may be brought. Neither in equity). (b) None of the execution and delivery of this Agreement by ParentParent or Merger Sub, nor the consummation by Parent of the transactions contemplated herebyTransactions, nor or compliance by Parent or Merger Sub, as applicable, with any of the terms or provisions hereofof this Agreement, will (xi) violate any provision of the governing documents certificate of Parent incorporation of Parent, as amended and restated, the bylaws of Parent, as amended and restated, the articles of incorporation of Merger Sub or the certificate of incorporationMerger Sub Bylaws or (ii) assuming that the consents, by-laws approvals and filings referred to in Section 4.4 are duly obtained or similar governing documents of any of Parent’s Subsidiariesmade, (yA) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree Order or injunction Law applicable to Parent, Merger Sub, any of the Parent or any of Parent’s Subsidiaries, Subsidiaries or any of their respective properties or assets, assets or (zB) violate, conflict with, or result in a breach of any provision of or the loss of any benefit under, constitute a default (with or an event which, with without notice or lapse of time, or both, would constitute a default) under, result in the termination of or give rise to a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien (other than a Permitted Lien) upon any of the respective properties or assets of Parent Parent, Merger Sub or any of Parent’s the Parent Subsidiaries under, any of the terms, conditions or provisions of any credit agreement, note, bond, mortgage, indenture, deed of trust, license, lease, agreement lease or other instrument or obligation to which Parent or any of Parent’s Subsidiaries Parent Subsidiary is a party, or by which they or any of their respective properties or assets may be bound or affected, except for such violations, conflicts, breaches or defaults referred to in clause (ii) that would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

Authority; No Violation. Parent If such Stockholder is an entity, such Stockholder has full corporate organizational power and authority to execute and deliver this AgreementAgreement and to perform its obligations hereunder. The If such Stockholder is an entity, the execution and delivery of this Agreement and the performance of its obligations hereunder have been duly and validly approved by the Board of Directors of Parent all requisite corporate, limited liability company or limited partnership action (as applicable) and no other corporate organizational proceedings on the part of Parent such Stockholder are necessary to approve this AgreementAgreement and to perform its obligations hereunder. This Agreement has been duly and validly executed and delivered by Parent such Stockholder and (assuming due authorization, execution and delivery by the StockholderKrypton) this Agreement constitutes a valid and binding obligation of Parentsuch Stockholder, enforceable against Parent such Stockholder in accordance with its terms terms, except that such enforceability (i) may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to the enforcement of creditors’ rights generally and (ii) is subject to general principles of equity and the discretion of the court before which any proceedings seeking injunctive relief or specific performance may be brought. Neither the execution and delivery of this Agreement by Parentsuch Stockholder, nor the consummation by Parent such Stockholder of the transactions contemplated hereby, nor compliance by Parent such Stockholder with any of the terms or provisions hereof, will (x) if such Stockholder is an entity, violate any provision of the governing documents of Parent or the certificate of incorporation, by-laws or similar governing documents of any of Parent’s Subsidiariessuch Stockholder, (y) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Parent or any of Parent’s Subsidiariessuch Stockholder, or any of their respective its properties or assets, or (z) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien lien, claim, mortgage, encumbrance, pledge, deed of trust, security interest, equity or charge of any kind (each, a “Lien”) upon any of the respective properties or assets of Parent or any of Parent’s Subsidiaries under, Subject Shares pursuant to any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Parent or any of Parent’s Subsidiaries such Stockholder is a party, or by which they it or any of their respective its properties or assets (including the Subject Shares) may be bound or affected.

Authority; No Violation. (a) Parent has full corporate power and authority and is duly authorized to execute and deliver this AgreementAgreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, including the Merger, have been duly and validly approved by all necessary corporate action on the Board part of Directors of Parent and no Parent. No other corporate proceedings (including any approvals of Parent’s shareholders) on the part of Parent are necessary to approve this AgreementAgreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent and (assuming Parent. Assuming due authorization, execution and delivery by the Stockholder) Company, this Agreement constitutes a valid and binding obligation of Parent, enforceable against Parent in accordance with its terms terms, except that as such enforceability (i) enforcement may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to the enforcement of creditors’ rights generally and Remedies Exceptions. (iib) is subject to general principles of equity and the discretion of the court before which any proceedings seeking injunctive relief or specific performance may be brought. Neither the execution and delivery of this Agreement by Parent, nor the consummation by Parent of the transactions contemplated hereby, nor compliance by Parent with any of the terms or provisions hereof, will (xi) violate any provision of the governing documents Parent Certificate of Formation or Parent Bylaws or (ii) assuming that the certificate of incorporation, by-laws or similar governing documents of any of Parent’s Subsidiariesconsents and approvals referred to in Section 4.3 are duly obtained, (yA) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Parent or any of Parent’s Subsidiaries, its Subsidiaries or any of their respective properties or assets, assets or (zB) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required byby or rights or obligations under, or result in the creation of any Lien upon any of the respective properties or assets of Parent or any of Parent’s its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement agreement, contract, or other instrument or obligation to which Parent or any of Parent’s its Subsidiaries is a party, or by which they or any of their respective properties properties, assets or assets business activities may be bound or affected, except (in the case of clause (ii) above) for such violations, conflicts, breaches, defaults or the loss of benefits that would not reasonably be expected to have a Parent Material Adverse Effect.

Authority; No Violation. (a) Parent has full corporate power and authority to execute and deliver this AgreementAgreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Merger, the Bank Merger or the other transactions contemplated hereby have been duly, validly and unanimously approved and this Agreement duly and validly approved adopted by the Board of Directors of Parent, and the Board of Directors of Parent has determined that the Merger, on the terms and conditions set forth in this Agreement, is advisable and in the best interests of Parent and no other corporate proceedings on the part of Parent are necessary to approve this Agreementits shareholders. This Agreement has been duly and validly executed and delivered by Parent and (assuming due authorization, execution and delivery by the StockholderCompany) this Agreement constitutes a the valid and binding obligation of Parent, enforceable against Parent in accordance with its terms except that such enforceability (i) may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating subject to the enforcement of creditors’ rights generally Bankruptcy and Equity Exception). (iib) is subject to general principles of equity and the discretion of the court before which any proceedings seeking injunctive relief or specific performance may be brought. Neither the execution and delivery of this Agreement by ParentAgreement, nor the consummation by Parent Parent, as applicable, of the Merger, the Bank Merger or the other transactions contemplated hereby, nor compliance by Parent with any of the terms or provisions hereofof this Agreement, will (xi) violate any provision of the governing documents of Parent or the certificate of incorporationArticles, by-laws Parent Bylaws or similar governing documents of any of Parent’s Subsidiaries, or (yii) assuming that the consents, approvals and filings referred to in Section 4.4 are duly obtained and/or made, (A) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction Law applicable to the Parent or Parent, any of Parent’s Subsidiaries, its Subsidiaries or any of their respective properties or assets, assets or (zB) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event whichthat, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Parent or any of Parent’s its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement franchise, permit, agreement, bylaw or other instrument or obligation to which Parent or any of Parent’s its Subsidiaries is a party, party or by which they any of them or any of their respective properties or assets may is bound except, with respect to clause (ii), for any such violation, conflict, breach, default, termination, cancellation, acceleration or creation as would not reasonably be bound expected, individually or affectedin the aggregate, to have a Material Adverse Effect on Parent.

Authority; No Violation. (a) Each of Parent and Merger Sub has full corporate power and authority to execute and deliver this AgreementAgreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, including the Merger, have been duly and validly approved by the Board of Directors of Parent (“Parent Board”) and Merger Sub and no other corporate proceedings on the part of Parent or Merger Sub are necessary to approve this AgreementAgreement and the consummation of the transactions contemplated hereby, including the Merger, or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and (assuming due authorization, execution and delivery by the StockholderCompany) this Agreement constitutes a valid and binding obligation of ParentParent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms terms, except that such enforceability (i) as enforcement may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to the enforcement of creditors’ rights generally Bankruptcy and Equity Exceptions. (iib) is subject to general principles of equity and the discretion of the court before which any proceedings seeking injunctive relief or specific performance may be brought. Neither the execution and delivery of this Agreement by ParentParent or Merger Sub, nor the consummation by Parent or Merger Sub of the transactions contemplated hereby, nor compliance by Parent with any of including the terms or provisions hereof, Merger will (xi) violate any provision of the governing charter documents of Parent or Merger Sub or (ii) assuming that the certificate of incorporationconsents, by-laws approvals and filings referred to in Section 5.4 are duly obtained or similar governing documents of any of Parent’s Subsidiariesmade, (yA) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Parent Parent, Merger Sub or any of Parent’s Subsidiaries, their respective Subsidiaries or any of their respective properties or assets, or (zB) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, or require redemption or repurchase or otherwise require the purchase or sale of any securities, constitute a default (or an event which, with notice or lapse of time, time or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Parent Parent, Merger Sub or any of Parent’s their respective Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Parent Parent, Merger Sub or any of Parent’s their respective Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected, except (in the case of clause (ii) above) for such violations, conflicts, breaches, defaults or other events which either individually or in the aggregate would not reasonably be expected to result in a Parent Material Adverse Effect.

Authority; No Violation. (a) Each of Parent and Merger Sub has full corporate power and authority to execute and deliver this AgreementAgreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of Parent and no other all necessary corporate proceedings action on the part of Parent are necessary and Merger Sub, subject to receipt of the affirmative vote of the holders of a majority of the votes cast by the holders of Parent Common Shares at the Parent Stockholder Meeting to approve this Agreementthe issuance of the Parent Common Shares in the First Merger (the “Parent Stockholder Approval”). The Parent Stockholder Approval is the only vote of the holders of Parent’s capital stock necessary in connection with the consummation of the Mergers and the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent and (assuming Merger Sub. Assuming due authorization, execution and delivery by the Stockholder) Company, this Agreement constitutes a valid and binding obligation of Parenteach of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms terms, except that as such enforceability (i) enforcement may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to the enforcement of creditors’ rights generally and Enforceability Exceptions. (iib) is subject to general principles of equity and the discretion of the court before which any proceedings seeking injunctive relief or specific performance may be brought. Neither the execution and delivery of this Agreement by ParentParent and Merger Sub, nor the consummation by Parent and Merger Sub of the transactions contemplated hereby, nor compliance by Parent and Merger Sub with any of the terms or provisions hereof, will (xi) violate any provision of the governing documents articles of incorporation or bylaws of Parent or Merger Sub, or (ii) assuming that the certificate of incorporation, by-laws or similar governing documents of any of Parent’s Subsidiariesconsents and approvals referred to in Section 4.4 are duly obtained and/or made, (yA) violate any statute, code, ordinance, rule, regulationLaw, judgment, order, writ, decree or injunction applicable to the Parent or any of Parent’s Subsidiaries, its Subsidiaries or any of their respective properties or assets, assets or (zB) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required byby or rights or obligations under, or result in the creation of any Lien upon any of the respective properties or assets of Parent or any of Parent’s its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, trust preferred or other subordinated debt security, license, lease, agreement agreement, contract, or other instrument or obligation to which Parent or any of Parent’s its Subsidiaries is a party, or by which they or any of their respective properties properties, assets or assets business activities may be bound or affected, except (in the case of clause (ii) above) for such violations, conflicts, breaches, defaults or the loss of benefits that have not had and are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on Parent.

Authority; No Violation. (a) Each of Parent and Sub has full corporate all requisite power and authority to execute enter into and deliver this AgreementAgreement and to consummate the Transactions, including the Merger. The execution execution, delivery and delivery performance of this Agreement by each of Parent and Sub, the consummation of the Merger and the other Transactions and compliance with the provisions of this Agreement, by each of Parent and Sub have been duly and validly approved authorized by all requisite corporate action on the Board part of Directors each of Parent and Sub, and no other corporate proceedings on the part of Parent and Sub (including any stockholder action) on the part of Parent or Sub are necessary to approve authorize this AgreementAgreement or to consummate the Transactions, including the Merger. This Agreement has been duly and validly executed and delivered by each of Parent and (Sub and, assuming due authorizationthis Agreement has been duly authorized, execution executed and delivery delivered by the Stockholder) Company, this Agreement constitutes a the valid and binding obligation agreement of ParentParent and Sub, enforceable against each of Parent and Sub in accordance with its terms except that such enforceability (i) may be limited by terms, subject, as to enforceability, to bankruptcy, insolvency, moratorium or insolvency and other similar laws affecting or Laws of general applicability relating to the enforcement of or affecting creditors’ rights generally and to general equitable principles. (b) The execution, delivery and performance by Parent and Sub of this Agreement and the consummation of the Merger and the other Transactions by Parent and Sub and compliance with the provisions hereof by Parent and Sub do not require any consent, approval, order, waiver or authorization or permit of, action or non-action by, registration, declaration or filing with or notification to any Governmental Entity with respect to Parent or Sub, other than (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware; (ii) is subject compliance with the applicable requirements of the HSR Act and other applicable Antitrust Laws specified in Section 5.02 of the Parent Disclosure Schedule; (iii) compliance with the applicable requirements of the Exchange Act; (iv) as disclosed or required to general principles be disclosed in the Company Disclosure Schedule; and (v) any such consent, approval, order, waiver, authorization, permit, action, non-action, registration, declaration, filing or notification the failure of equity which to make or obtain would not, individually or in the aggregate, be reasonably expected to prevent or materially delay consummation of the Merger and the discretion of the court before which any proceedings seeking injunctive relief other Transactions, or specific Parent’s and Sub’s ability to observe and perform their material obligations hereunder (“Parent Material Adverse Effect”). (c) The execution, delivery and performance may be brought. Neither the execution by Parent and delivery Sub of this Agreement by Parentdo not, nor and the consummation of the Merger and the other Transactions and compliance with the provisions hereof by Parent of the transactions contemplated hereby, nor compliance by Parent with any of the terms or provisions hereof, and Sub will (x) violate any provision of the governing documents of Parent or the certificate of incorporation, by-laws or similar governing documents of any of Parent’s Subsidiariesnot, (yi) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Parent or any of Parent’s Subsidiaries, or any of their respective properties or assets, or (z) violate, conflict with, or result in a breach of any provision of violation of, or the loss of any benefit under, constitute a default (with or an event which, with without notice or lapse of time, or both, would constitute a default) under, result in the termination of require consent under, or give rise to a right of termination termination, cancellation or cancellation underacceleration of any obligation or to the loss of any benefit under any (A) Contract to which Parent or Sub is a party or by which any other respective properties, accelerate the performance required byassets or rights are bound or (B) Authorization applicable to Parent or Sub, or (ii) result in the creation of any Lien Liens upon any of the respective properties properties, assets or assets rights of Parent or Sub, (iii) conflict with or result in any violation of Parent’s Subsidiaries under, any provision of the termsOrganizational Documents of Parent or Sub or (iv) assuming that the consents and approvals referred to in Section 5.02(b) are duly obtained, conditions conflict with or provisions violate any applicable Laws or any judgments, orders, or decrees of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation Governmental Entity in each case applicable to which Parent or any of Parent’s Subsidiaries is a party, or by which they Sub or any of their respective properties properties, assets or assets may rights, other than, in the case of clauses (i), (ii) and (iv), as would not, individually or in the aggregate, have or reasonably be bound or affectedexpected to have a Parent Material Adverse Effect.

Authority; No Violation. (a) Parent has full corporate power and authority and is duly authorized to execute and deliver this AgreementAgreement and to consummate the Transactions. The execution and delivery of this Agreement and the consummation of the Transactions, including the Merger, have been duly duly, validly and validly approved unanimously adopted by the Board board of Directors directors of Parent, the board of directors of Parent has resolved to recommend to Parent’s shareholders the approval of this Agreement and no other the Transactions, and all necessary corporate proceedings action in respect thereof on the part of Parent are necessary has been taken, subject to approve this Agreementthe approval by the affirmative vote of two-thirds of the votes entitled to be cast by the holders of shares of Parent Common Stock (the “Parent Shareholder Approval”) and the adoption and approval of the Bank Merger Agreement by the board of directors of Parent Bank and Parent as its sole shareholder. This Agreement has been duly and validly executed and delivered by Parent and (assuming Parent. Assuming due authorization, execution and delivery by the Stockholder) Company, this Agreement constitutes a valid and binding obligation of Parent, enforceable against Parent in accordance with its terms terms, except that as such enforceability (i) enforcement may be limited by (i) the effect of bankruptcy, insolvency, fraudulent transfer, reorganization, receivership, conservatorship, arrangement, moratorium or other similar laws Laws affecting or relating to the enforcement rights of creditors’ rights creditors generally and or (ii) is subject to the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity and the discretion of the court before which any proceedings seeking injunctive relief or specific performance may be brought. at law. (b) Neither the execution and delivery of this Agreement by Parent, nor the consummation by Parent of the transactions contemplated herebyTransactions, nor compliance by Parent with any of the terms or provisions hereof, will (xi) violate any provision of the governing documents Parent Articles of Incorporation or Parent Bylaws or (ii) assuming that the certificate of incorporation, by-laws or similar governing documents of any of Parent’s Subsidiariesconsents and approvals referred to in Section 4.4 are duly obtained and/or made, (yA) violate any statute, code, ordinance, rule, regulationLaw, judgment, order, writ, decree or injunction applicable to the Parent or any of Parent’s its Subsidiaries, or any of their respective properties or assets, or (zB) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation underunder or in any payment conditioned, in whole or in part, on a change of control of Parent or approval or consummation of transactions of the type contemplated hereby, accelerate the performance required byby or rights or obligations under, or result in the creation of any Lien upon any of the respective properties or assets of Parent or any of Parent’s its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, licenseContract, lease, agreement or other instrument or obligation to which Parent or any of Parent’s its Subsidiaries is a party, or by which they or any of their respective properties properties, assets or assets business activities may be bound or affected, except, in the case of clause (ii) above, for such violations, conflicts, breaches, defaults or the loss of benefits that would not reasonably be expected to, either individually or in the aggregate, have a Material Adverse Effect on Parent.

Authority; No Violation. (a) Parent has full corporate power and authority and is duly authorized to execute and deliver this AgreementAgreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, including the Merger, have been duly duly, validly and validly approved unanimously adopted by the Board board of Directors directors of Parent Parent, and no other all necessary corporate proceedings action in respect thereof on the part of Parent are necessary has been taken, subject to approve this Agreementthe adoption and approval of the Bank Merger Agreement by the board of directors of Parent Bank and Parent as its sole shareholder. This Agreement has been duly and validly executed and delivered by Parent and (assuming Parent. Assuming due authorization, execution and delivery by the Stockholder) Company, this Agreement constitutes a valid and binding obligation of Parent, enforceable against Parent in accordance with its terms terms, except that as such enforceability (i) enforcement may be limited by (i) the effect of bankruptcy, insolvency, fraudulent transfer, reorganization, receivership, conservatorship, arrangement, moratorium or other similar laws Laws affecting or relating to the enforcement rights of creditors’ rights creditors generally and or (ii) is subject to the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity and the discretion of the court before which any proceedings seeking injunctive relief or specific performance may be brought. at law. (b) Neither the execution and delivery of this Agreement by Parent, nor the consummation by Parent of the transactions contemplated hereby, nor compliance by Parent with any of the terms or provisions hereof, will (xi) violate any provision of the governing documents Parent Articles of Incorporation or Parent Bylaws or (ii) assuming that the certificate of incorporation, by-laws or similar governing documents of any of Parent’s Subsidiariesconsents and approvals referred to in Section 4.4 are duly obtained and/or made, (yA) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Parent or any of Parent’s its Subsidiaries, or any of their respective properties or assets, or (zB) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation underunder or in any payment conditioned, in whole or in part, on a change of control of Parent or approval or consummation of transactions of the type contemplated hereby, accelerate the performance required byby or rights or obligations under, or result in the creation of any Lien upon any of the respective properties or assets of Parent or any of Parent’s its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, licenseContract, lease, agreement or other instrument or obligation to which Parent or any of Parent’s its Subsidiaries is a party, or by which they or any of their respective properties properties, assets or assets business activities may be bound or affected, except, in the case of clause (ii) above, for such violations, conflicts, breaches, defaults or the loss of benefits that would not reasonably be expected to, either individually or in the aggregate, have a Material Adverse Effect on Parent.

Authority; No Violation. (a) Parent has full corporate power and authority to execute and deliver this AgreementAgreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of Parent and no Board. No other corporate proceedings on the part of Parent are necessary to approve and adopt this AgreementAgreement and to consummate the transactions contemplated hereby other than the filing of Articles of Merger as provided in Section 1.2 hereof. Specifically (but without limitation), no adoption or approval of this Agreement or the Merger, the Bank Merger or the Second Merger by the shareholders of Parent is required by the LBCA. Prior to the Effective Time, Parent will approve the Merger as the sole shareholder of Interim. This Agreement has been duly and validly executed and delivered by Parent and (assuming due authorization, execution and delivery by the StockholderCompany) this Agreement constitutes a valid and binding obligation of Parent, enforceable against Parent in accordance with its terms terms, except that such enforceability (i) as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency, moratorium or other receivership and similar laws affecting or relating to the enforcement of creditors’ rights generally and remedies generally. (iib) is subject to general principles of equity and the discretion of the court before which any proceedings seeking injunctive relief or specific performance may be brought. Neither the execution and delivery of this Agreement by Parent, Parent nor the consummation by Parent, Interim and Parent Bank, of the transactions contemplated hereby, nor compliance by Parent, Interim and Parent Bank with any of the terms or provisions hereof, will (xi) violate any provision of the governing documents Articles of Incorporation or Bylaws of Parent or Interim, or the certificate Articles of incorporation, by-laws Association or Bylaws or similar governing documents of any of Parent’s SubsidiariesParent Bank or (ii) assuming that the consents and approvals referred to in Section 5.4 are duly obtained and remain in effect, (yx) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Parent, Interim or Parent or any of Parent’s Subsidiaries, Bank or any of their respective properties or assets, or (zy) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien lien, pledge, security interest, charge or other encumbrance upon any of the respective properties or assets of Parent, Interim or Parent or any of Parent’s Subsidiaries Bank under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Parent, Interim or Parent or any of Parent’s Subsidiaries Bank is a party, or by which they or any of their respective properties or assets may be bound or affected.

Authority; No Violation. (a) Each of Parent and Merger Sub has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation of the Merger and the other transactions contemplated by this Agreement have been duly and validly approved authorized by the Board Boards of Directors of Parent and no Merger Sub. Parent, as the indirect sole stockholder of Merger Sub and the stockholders of Merger Sub, have adopted and approved this Agreement and transactions contemplated by this Agreement, including the Merger. No other corporate proceedings (including any approvals of Parent stockholders) on the part of Parent or Merger Sub are necessary to approve this Agreement and to consummate the transactions contemplated by this Agreement. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and (assuming due authorization, execution and delivery by the StockholderCompany) this Agreement constitutes a valid and binding obligation of ParentParent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms terms, except that as such enforceability (i) enforcement may be limited by (i) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other similar laws Laws affecting or relating to the enforcement rights of creditors’ rights creditors generally and or (ii) is subject to the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity and the discretion of the court before which any proceedings seeking injunctive relief or specific performance may be brought. at law. (b) Neither the execution execution, performance and delivery of this Agreement by ParentParent and Merger Sub, nor the consummation by Parent and Merger Sub of the transactions contemplated herebyby this Agreement, nor compliance by Parent and Merger Sub with any of the terms or provisions hereofof this Agreement, will (xi) violate any provision of the governing certificate of incorporation or bylaws or any other charter or organizational documents of Parent or Merger Sub or (ii) assuming that the certificate of incorporation, by-laws or similar governing documents of any of Parent’s SubsidiariesParent Consents are duly obtained, (yx) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree Law or injunction Governmental Order applicable to the Parent or any of Parent’s Subsidiaries, its Subsidiaries or any of their respective properties or assets, assets or (zy) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required byby or rights or obligations under, or result in the creation of any Lien upon any of the respective properties or assets of Parent or any of Parent’s its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation Contract to which Parent or any of Parent’s its Subsidiaries is a party, or by which they or any of their respective properties properties, assets or assets business activities may be bound or affected, except (in the case of clause (ii) above) for such violations, conflicts, breaches, defaults or the loss of benefits which, either individually or in the aggregate, would not constitute a Parent Material Adverse Effect.

Authority; No Violation. Parent (a) CNC has full the requisite corporate power and authority to execute and deliver this AgreementAgreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by all necessary corporate action on the Board part of Directors of Parent CNC, and no other corporate proceedings on the part of Parent CNC are necessary to approve this AgreementAgreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent CNC and (assuming due authorization, execution and delivery by the Stockholder) of this Agreement by GVTC) constitutes a valid and binding obligation agreement of Parent, CNC enforceable against Parent CNC in accordance with its terms terms, except that such enforceability (i) as enforcement may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to the enforcement of creditors’ rights generally and (ii) is subject to general principles of equity whether applied in a court of law or a court of equity and the discretion of the court before which any proceedings seeking injunctive relief or specific performance may be brought. by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. (b) Neither the execution and delivery of this Agreement by ParentCNC, nor the consummation by Parent CNC of the transactions contemplated hereby, nor compliance by Parent CNC with any of the terms or provisions hereof, will (xi) violate conflict with or result in a breach of any provision of the governing documents of Parent or the certificate of incorporation, incorporation or by-laws of CNC or similar governing documents of any of Parent’s Subsidiaries(ii) assuming the consents, permits, authorization, approvals, filings and registrations set forth in Section 4.3 are obtained or made, (yA) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Parent CNC or any of Parent’s Subsidiaries, or any of their respective its properties or assets, assets or (zB) violate, conflict with, result in a breach of any provision of or the loss of any benefit underprovisions of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, or result in a right of termination or acceleration under or the creation of any Lien Encumbrance upon any of the respective properties or assets of Parent or any of Parent’s Subsidiaries CNC under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Parent or any of Parent’s Subsidiaries CNC is a party, or by which they or any of their respective its properties or assets may be bound or affected, except, in the case of clause (B), for such violations, conflicts, breaches or defaults which, either individually or in the aggregate, would not have a Material Adverse Effect on CNC’s ability to consummate the transactions contemplated hereby.

Authority; No Violation. (a) Each of Parent and Merger Sub has full all requisite corporate power and authority to execute and deliver enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Parent and Merger Sub, and the consummation by Parent and Merger Sub of the transactions contemplated hereby, have been duly and validly approved authorized by all necessary corporate action on the Board of Directors part of Parent and Merger Sub, and no other corporate proceedings on the part of Parent and Merger Sub and no stockholder votes are necessary to approve authorize this AgreementAgreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent and (assuming Merger Sub. Assuming the due authorization, execution and delivery of this Agreement by the Stockholder) Company, this Agreement constitutes a the legal, valid and binding obligation of Parenteach of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms except that such enforceability (i) may be limited by terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to or affecting the enforcement rights and remedies of creditors’ rights creditors generally and (ii) is subject to general principles of equity and the discretion (regardless of the court before which any proceedings seeking injunctive relief whether considered in a proceeding in equity or specific performance may be brought. at law). (b) Neither the execution and delivery of this Agreement by ParentParent and Merger Sub, nor the consummation by Parent and Merger Sub of the transactions contemplated hereby, nor compliance by Parent and Merger Sub with any of the terms or provisions hereofof this Agreement, will (xi) violate any provision of the governing documents Parent Certificate or the Parent Bylaws, (ii) violate any provision of Parent or the certificate of incorporationincorporation or bylaws of Merger Sub or (iii) assuming that the consents, by-laws or similar governing documents of any of Parent’s Subsidiariesapprovals and filings referred to in Section 4.4 are duly obtained and/or made, (yA) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction Injunction applicable to the Parent or Parent, any of Parent’s Subsidiaries, its Subsidiaries or any of their respective properties or assets, assets or (zB) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Parent or any of Parent’s its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Parent or any of Parent’s its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected, except for such violations, conflicts, breaches or defaults with respect to clause (ii)(B) that are not reasonably likely to have, either individually or in the aggregate, a Material Adverse Effect on Parent.

Authority; No Violation. (a) Each of Parent and Merger Sub has full corporate power and authority to execute and deliver this AgreementAgreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Merger and the transactions contemplated hereby have been duly and validly approved and adopted by the Board Boards of Directors of Parent and no Merger Sub. No other corporate proceedings (including any approvals of Parent stockholders) on the part of Parent or Merger Sub are necessary to approve this AgreementAgreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and (assuming due authorization, execution and delivery by the StockholderCompany) this Agreement constitutes a valid and binding obligation of ParentParent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms terms, except that as such enforceability (i) enforcement may be limited by (i) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other similar laws affecting or relating to the enforcement rights of creditors’ rights generally and creditors generally, or (ii) is subject to the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity and the discretion of the court before which any proceedings seeking injunctive relief or specific performance may be brought. at law. (b) Neither the execution and delivery of this Agreement by ParentParent nor Merger Sub, nor the consummation by Parent or Merger Sub of the transactions contemplated hereby, nor compliance by Parent or Merger Sub with any of the terms or provisions hereof, will (xi) violate any provision of the governing documents Certificate of Incorporation or Bylaws of Parent or Merger Sub or (ii) assuming that the certificate of incorporation, by-laws or similar governing documents of any of Parent’s Subsidiariesconsents and approvals referred to in Section 4.3 are duly obtained, (yx) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Parent or any of Parent’s Subsidiaries, its Subsidiaries or any of their respective properties or assets, assets or (zy) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required byby or rights or obligations under, or result in the creation of any Lien upon any of the respective properties or assets of Parent or any of Parent’s its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement agreement, contract, or other instrument or obligation to which Parent or any of Parent’s its Subsidiaries is a party, or by which they or any of their respective properties properties, assets or assets business activities may be bound or affected, except (in the case of clause (ii) above) for such violations, conflicts, breaches, defaults or the loss of benefits which, either individually or in the aggregate, would not be a Parent Material Adverse Effect.

Authority; No Violation. (a) Each of Parent and Merger Sub has full corporate all requisite power and authority to execute and deliver this Agreement, to perform their obligations hereunder and to consummate the Transactions contemplated hereby (including the Offer and the Merger). The execution and delivery of this Agreement Agreement, the performance by each of Parent and Merger Sub of their respective obligations hereunder and the consummation of the Transactions have been duly and validly approved by the Board board of Directors directors of Parent and no Merger Sub, and this Agreement, the Merger and the other transactions contemplated hereby have been adopted and approved by the sole shareholder of Merger Sub. No other corporate proceedings on the part of Parent or Merger Sub, are necessary to approve this AgreementAgreement or to perform their respective obligations hereunder or consummate the Transactions (including the Offer and the Merger). This Agreement has been duly and validly executed and delivered by each of Parent and Merger Sub and (assuming the due authorization, execution and delivery by the StockholderCompany) this Agreement constitutes a the valid and binding obligation of Parenteach of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms (except that such enforceability (i) as may be limited by bankruptcy, insolvency, moratorium moratorium, reorganization or other similar laws Laws affecting or relating to the enforcement rights of creditors’ rights creditors generally and (ii) is subject to general principles of equity and the discretion of the court before which any proceedings seeking injunctive relief or specific performance may be brought. equity). (b) Neither the execution and delivery of this Agreement by Parent, Parent and Merger Sub nor the performance by each of Parent and Merger Sub of their respective obligations hereunder or the consummation by Parent and Merger Sub of the transactions contemplated hereby, nor compliance by Parent with any of the terms or provisions hereof, will Transactions will: (xi) violate any provision of the governing documents of Parent Certificate, the Parent Bylaws or the certificate of incorporationincorporation or bylaws or other organizational or constitutive documents or governing instruments of Merger Sub or (ii) assuming that the consents, by-laws or similar governing documents of any of Parent’s Subsidiaries, approvals and filings referred to in Section 4.4 are duly obtained and/or made: (yA) violate or conflict with any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction Law applicable to the Parent or any of Parent’s Subsidiaries, Merger Sub or any of their respective properties properties, businesses or assets, or (zB) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with or without notice or lapse of time, time or both, would constitute a default) under, require any consent or approval of any Person under, result in the termination of or a right of termination or cancellation under, accelerate the acceleration of the performance required by, or other adverse change of any right or obligation under any provision of any agreement or other instrument binding upon Parent or any of its Subsidiaries or any license, franchise, Permit, certificate, approval or other similar authorization affecting, or relating in any way to, the assets or business of Parent and its Subsidiaries or (C) result in the creation or imposition of any Lien upon Encumbrance, other than Permitted Encumbrances, on any of the respective properties or assets asset of Parent or any of Parent’s Subsidiaries underits Subsidiaries, any except, in the case of the termsforegoing clause (ii) only, conditions as would not reasonably be expected to have, individually or provisions in the aggregate, a Material Adverse Effect on Parent. (c) No vote of any notethe holders of outstanding securities of Parent is required by the Parent Certificate, bondParent Bylaws, mortgage, indenture, deed of trust, license, lease, agreement by Law or other instrument otherwise to approve and adopt this Agreement or obligation to which Parent or any of Parent’s Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affectedconsummate the Transactions.

Authority; No Violation. (a) Parent has full corporate power and authority to execute and deliver this AgreementAgreement and to consummate the transactions contemplated hereby. The execution Merger Sub will have full corporate power and delivery of authority to enter into and deliver this Agreement have and become a party hereto, and to consummate the transactions contemplated hereby. (b) The consummation of the transactions contemplated hereby has been duly and validly approved by a duly authorized committee of the Board of Directors of Parent, and will be duly and validly approved by the Board of Directors of Merger Sub, and Parent and no will cause the stockholder or stockholders of Merger Sub to approve the Merger. No other corporate proceedings on the part of Parent and no vote of Parent's stockholders are necessary to approve consummate the transactions contemplated hereby. (c) The execution and delivery of this AgreementAgreement by Parent has been duly and validly authorized in accordance with applicable law. This Agreement has been duly and validly executed and delivered by Parent and (assuming due authorization, execution and delivery by the StockholderCompany and SRH) this Agreement constitutes a valid and binding obligation of Parent, enforceable against Parent in accordance with its terms except that such enforceability terms. (id) may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to the enforcement of creditors’ rights generally and (ii) is subject to general principles of equity and the discretion of the court before which any proceedings seeking injunctive relief or specific performance may be brought. Neither the execution and delivery of this Agreement by Parent, nor the consummation by Parent and Merger Sub of the transactions contemplated herebyMerger and the Offer, nor compliance by Parent and Merger Sub with any of the terms or provisions hereof, will (xi) violate any provision applicable law or the memorandum and articles of the governing association, certificate of incorporation, bylaws or other organizational documents of Parent or Merger Sub, as applicable, or (ii) assuming that the certificate of incorporationconsents and approvals referred to in Section 5.3 are duly obtained, by-laws or similar governing documents of any of Parent’s Subsidiaries, (y) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Parent or any of Parent’s Subsidiaries, its Subsidiaries or any of their respective properties or assets, or (z) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Parent or any of Parent’s its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement agreement, contract or other instrument or obligation to which Parent or any of Parent’s its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected.

Authority; No Violation. (a) Parent has full corporate power and authority and is duly authorized to execute and deliver this AgreementAgreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, including the Merger, have been duly and validly approved by all necessary corporate action on the Board part of Directors of Parent and no Parent. No other corporate proceedings (including any approvals of Parent’s shareholders) on the part of Parent are necessary to approve this AgreementAgreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent and (assuming Parent. Assuming due authorization, execution and delivery by the Stockholder) Company, this Agreement constitutes a valid and binding obligation of Parent, enforceable against Parent in accordance with its terms terms, except that as such enforceability (i) enforcement may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to the enforcement of creditors’ rights generally and Remedies Exceptions. (iib) is subject to general principles of equity and the discretion of the court before which any proceedings seeking injunctive relief or specific performance may be brought. Neither the execution and delivery of this Agreement by Parent, nor the consummation by Parent of the transactions contemplated hereby, nor compliance by Parent with any of the terms or provisions hereof, will (xi) violate any provision of the governing documents Parent Certificate of Formation or Parent Bylaws or (ii) assuming that the certificate of incorporation, by-laws or similar governing documents of any of Parent’s Subsidiariesconsents and approvals referred to in Section 4.3 are duly obtained and/or made, (yA) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Parent or any of Parent’s Subsidiaries, its Subsidiaries or any of their respective properties or assets, assets or (zB) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation underunder or in any payment conditioned, in whole or in part, on a change of control of Parent or approval or consummation of transactions of the type contemplated hereby, accelerate the performance required byby or rights or obligations under, or result in the creation of any Lien with respect thereto upon any of the respective properties or assets of Parent or any of Parent’s its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement agreement, contract, or other instrument or obligation to which Parent or any of Parent’s its Subsidiaries is a party, or by which they or any of their respective properties properties, assets or assets business activities may be bound or affected, except (in the case of clause (ii) above) for such violations, conflicts, breaches, defaults or the loss of benefits which would not reasonably be expected to, individually or in the aggregate, have a Parent Material Adverse Effect.

Authority; No Violation. (a) Each of Parent and Purchaser has full corporate power and authority to execute and deliver this AgreementAgreement and to consummate the transactions contemplated hereby. The Except for the adoption and approval of this Agreement by Parent in its capacity as the sole stockholder of Purchaser, which action shall be taken immediately following the execution hereof, the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved authorized by the Board of Directors all requisite action of Parent and no other corporate proceedings on the part of Parent are necessary to approve this AgreementPurchaser. This Agreement has been duly and validly executed and delivered by Parent and Purchaser and (assuming due authorization, execution and delivery by the Stockholder) Company of this Agreement and the Parent Option Agreement) constitutes a valid and binding obligation of Parenteach of Parent and Purchaser, enforceable against Parent each in accordance with its terms except that such enforceability (i) may be limited by terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other and similar laws Laws affecting or relating to the enforcement of creditors’ rights and remedies generally and (ii) is subject subject, as to enforceability, to general principles of equity and the discretion (regardless of the court before which any proceedings seeking injunctive relief whether enforcement is sought in a proceeding at law or specific performance may be brought. in equity). (b) Neither the execution and delivery of this Agreement by Parent, Parent or Purchaser nor the consummation by Parent or Purchaser of the transactions contemplated hereby, nor compliance by Parent or Purchaser with any of the terms or provisions hereof, will (xi) violate any provision of the governing documents of Parent or the Purchaser certificate of incorporation, incorporation or by-laws or similar comparable organizational or governing documents of any of Parent’s Subsidiariesor (ii) assuming that the consents and approvals referred to in Section 3.3 are duly obtained, (yx) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction Law applicable to the Parent or any of Parent’s Subsidiaries, its Subsidiaries or any of their respective properties or assets, or (zy) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Parent or any of Parent’s its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indentureindenture or other agreement, deed instrument for borrowed money, any guarantee of trust, any agreement or instrument for borrowed money or any license, lease, lease or any other agreement or other instrument or obligation to which Parent or any of Parent’s its Subsidiaries is a party, or by which they or any of their respective properties or assets may are bound, except (in the case of clause (ii) above) for such as, individually or in the aggregate, would not reasonably be bound or affectedexpected to have a Material Adverse Effect on Parent.

Authority; No Violation. (a) Parent has full corporate power and authority to execute and deliver this AgreementAgreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors all necessary corporate and stockholder action of Parent and no other corporate or stockholder proceedings on the part of Parent are necessary to approve this AgreementAgreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent and (assuming due authorization, execution and delivery by the StockholderSeasons) this Agreement constitutes a valid and binding obligation of Parent, enforceable against Parent in accordance with its terms terms, except that such enforceability (i) as enforcement may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to the enforcement of creditors’ rights generally and (ii) is subject to general principles of equity whether applied in a court of law or a court of equity and the discretion by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. (b) Except as set forth in Section 4.3(b) of the court before which any proceedings seeking injunctive relief or specific performance may be brought. Neither Parent Disclosure Schedule, neither the execution and delivery of this Agreement by Parent, nor the consummation by Parent of the transactions contemplated hereby, nor compliance by Parent with any of the terms or provisions hereof, will (xi) violate any provision of the governing documents certificate of incorporation or bylaws of Parent or any of the certificate of incorporation, by-laws or similar governing documents of any of Parent’s Subsidiariesits Subsidiaries or (ii) assuming that the consents and approvals referred to in Section 4.4 are duly obtained, (yx) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Parent or any of Parent’s Subsidiaries, its Subsidiaries or any of their respective properties or assets, or (zy) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, time or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Parent or any of Parent’s its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Parent or any of Parent’s its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected, except (in the case of clause (y) above) for such violations, conflicts, breaches, defaults or other events which either individually or in the aggregate will not have and would not reasonably be expected to have a Material Adverse Effect on Parent.

Authority; No Violation. (a) Parent has full corporate power and authority to execute and deliver this AgreementAgreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of Parent. The Board of Directors of Parent has directed that this Agreement and the transactions contemplated hereby be submitted to Parent’s shareholders for approval and adoption at a meeting of such shareholders and, except for the approval and adoption of this Agreement and the Authorized Share Amendment by the requisite vote of Parent’s shareholders, no other corporate proceedings on the part of Parent are necessary to approve and adopt this AgreementAgreement and to consummate the Merger. This Agreement has been duly and validly executed and delivered by Parent and (assuming due authorization, execution and delivery by the StockholderCompany) this Agreement constitutes a valid and binding obligation of Parent, enforceable against Parent in accordance with its terms terms, except that such enforceability (i) as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency, moratorium or other receivership and similar laws affecting or relating to the enforcement of creditors’ rights generally and remedies generally. (iib) is subject to general principles of equity and the discretion Except as may be set forth in Section 5.3(b) of the court before which any proceedings seeking injunctive relief or specific performance may be brought. Neither Parent Disclosure Schedule, neither the execution and delivery of this Agreement by Parent, nor the consummation by Parent of the transactions contemplated hereby, nor compliance by Parent with any of the terms or provisions hereof, will (xi) violate any provision of the governing documents Articles of Parent Incorporation or Bylaws of Parent, or the certificate articles of incorporation, by-laws bylaws or similar governing documents of any of Parent’s Subsidiariesits Subsidiaries or (ii) assuming that the consents and approvals referred to in Section 5.4 are duly obtained, (yx) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Parent or any of Parent’s Subsidiaries, its Subsidiaries or any of their respective properties or assets, or (zy) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien lien, pledge, security interest, charge or other encumbrance upon any of the respective material properties or assets of Parent or any of Parent’s its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Parent or any of Parent’s its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected, except for such as would not have a Material Adverse Effect.

Authority; No Violation. Parent Krypton has full corporate power and authority to execute and deliver this Agreement. The execution and delivery of this Agreement have been duly and validly approved by the Board of Directors of Parent Krypton and no other corporate proceedings on the part of Parent Krypton are necessary to approve this Agreement. This Agreement has been duly and validly executed and delivered by Parent Krypton and (assuming due authorization, execution and delivery by the Stockholder) this Agreement constitutes a valid and binding obligation of ParentKrypton, enforceable against Parent Krypton in accordance with its terms except that such enforceability (i) may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to the enforcement of creditors’ rights generally and (ii) is subject to general principles of equity and the discretion of the court before which any proceedings seeking injunctive relief or specific performance may be brought. Neither the execution and delivery of this Agreement by ParentKrypton, nor the consummation by Parent Krypton of the transactions contemplated hereby, nor compliance by Parent Krypton with any of the terms or provisions hereof, will (x) violate any provision of the governing documents of Parent Krypton or the certificate of incorporation, by-laws or similar governing documents of any of ParentKrypton’s Subsidiaries, (y) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Parent Krypton or any of ParentKrypton’s Subsidiaries, or any of their respective properties or assets, or (z) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Parent Krypton or any of ParentKrypton’s Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Parent Krypton or any of ParentKrypton’s Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected.

Authority; No Violation. (a) Each of Parent and Sub has full corporate power and authority to execute and deliver this AgreementAgreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Parent and Sub and the consummation of the transactions contemplated hereby have been duly and validly approved authorized by the Board of Directors of each of Parent and no Sub and by Parent in its capacity as sole shareholder of Sub. No other corporate proceedings on the part of Parent or Sub and no other votes or consents of any holders of Parent securities are necessary on the part of Parent or Sub to approve this AgreementAgreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by each of Parent and Sub and (assuming due authorization, execution and delivery by Company) constitutes the Stockholder) this Agreement constitutes a valid and binding obligation obligations of ParentParent and Sub, enforceable against Parent each of them in accordance with its terms except that such enforceability (i) may be limited by terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or and other similar laws affecting or relating to the enforcement of or affecting creditors’ ' rights generally generally, and general equitable principles (iiwhether considered in a proceeding in equity or at law). (b) is subject to general principles of equity and the discretion of the court before which any proceedings seeking injunctive relief or specific performance may be brought. Neither the execution and delivery of this Agreement by Parent, Parent or Sub nor the consummation by Parent or Sub of the transactions contemplated hereby, nor compliance by Parent or Sub with any of the terms or provisions hereof, nor the execution and delivery of the Receivables Agreements by the affiliate of Company party thereto, nor the consummation by such affiliate of the transactions contemplated thereby, nor compliance by such affiliate with any of the terms or provisions thereof, will (xi) violate any provision of the governing documents certificate or articles of incorporation or bylaws of Parent or Sub, as applicable, or (ii) assuming that the certificate of incorporationconsents and approvals referred to in Section 4.3 are duly obtained, by-laws or similar governing documents of any of Parent’s Subsidiaries, (y) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Parent or any of Parent’s Subsidiaries, its material Subsidiaries or any of their respective properties or assets, or (z) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required byby or rights or obligations under, or result in the creation of any Lien upon any of the respective properties or assets of Parent or any of Parent’s its material Subsidiaries under, any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, deed of trust, permit, concession, franchise, license, lease, agreement agreement, contract, or other instrument or obligation to which Parent or any of Parent’s its material Subsidiaries is a party, or by which they or any of their respective properties properties, assets or assets business activities may be bound or affected, except (in the case of clause (ii) above) for such violations, conflicts, breaches or defaults which, either individually or in the aggregate, would not reasonably be expected to result in a material adverse effect on the ability of Parent or Sub to perform its obligations under and to consummate the transactions contemplated by this Agreement on a timely basis.

Authority; No Violation. (i) Parent has full the corporate power and authority to execute execute, deliver and deliver perform its obligations under this AgreementAgreement and, subject to receipt of all necessary consents and approvals of Governmental Authorities, to consummate the transactions contemplated hereby. The execution This Agreement and delivery the transactions contemplated hereby have been authorized by all necessary corporate action of Parent and Parent Board on or prior to the date hereof. Parent Board has directed that this Agreement be submitted to Parent’s shareholders for approval at a meeting of such shareholders and, except for the approval and adoption of this Agreement have been duly and validly approved by the Board affirmative vote of Directors the holders of a majority of the votes cast at a meeting of Parent’s shareholders at which a quorum is present, no other vote of the shareholders of Parent and no other corporate proceedings on the part of is required by law, Parent are necessary Articles, Parent Bylaws or otherwise to approve this AgreementAgreement and the transactions contemplated hereby. This Agreement Parent has been duly and validly executed and delivered by Parent this Agreement, and (assuming due authorization, execution and delivery by the Stockholder) Company, this Agreement constitutes is a valid and legally binding obligation of Parent, Parent enforceable against Parent in accordance with its terms (except that such as enforceability (i) may be limited by applicable bankruptcy, insolvency, moratorium or other reorganization, moratorium, fraudulent transfer and similar laws affecting or of general applicability relating to the enforcement of or affecting creditors’ rights generally and or by general equity principles). (ii) is subject Subject to general principles of equity and receipt, or the discretion making, of the court before which any proceedings seeking injunctive relief or specific consents, approvals, waivers and filings referred to in Section 5.02(e) and expiration of the related waiting periods, the execution, delivery and performance may be brought. Neither the execution and delivery of this Agreement by Parent, nor and the consummation by Parent of the transactions contemplated herebyhereby do not and will not (A) constitute a breach or violation of, nor compliance by Parent with any or a default under, the articles of the terms incorporation or provisions hereof, will bylaws (xor similar governing documents) violate any provision of the governing documents of Parent or the certificate of incorporation, by-laws or similar governing documents of any of Parent’s its Subsidiaries, (yB) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Parent or any of Parent’s its Subsidiaries, or any of their respective properties or assets, assets or (zC) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Parent or any of Parent’s its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, contract, agreement or other instrument or obligation to which Parent or any of Parent’s its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected.

Authority; No Violation. Parent has full corporate power and authority to execute and deliver this Agreement. The execution and delivery of this Agreement have been duly and validly approved by all necessary action on the Board of Directors part of Parent and no other corporate proceedings on the part of Parent are necessary to approve this Agreement. This Agreement has been duly and validly executed and delivered by Parent Xxxxxx and (assuming due authorization, execution and delivery by the StockholderShareholders) this Agreement constitutes a valid and binding obligation of Parent, enforceable against Parent in accordance with its terms except that such enforceability (i) may be limited by bankruptcyterms, insolvency, moratorium or other similar laws affecting or relating subject to the enforcement of creditorsCreditors’ rights generally and (ii) is subject to general principles of equity and the discretion of the court before which any proceedings seeking injunctive relief or specific performance may be broughtRights. Neither the execution and delivery of this Agreement by Parent, nor the consummation by Parent of the transactions contemplated hereby, nor compliance by Parent with any of the terms or provisions hereof, will (xi) violate any provision of the governing documents of Parent or the certificate of incorporation, by-laws bylaws or similar governing documents of any of Parent’s Subsidiaries, (yii) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Parent or any of Parent’s Subsidiaries, or any of their respective properties or assets, or (ziii) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Parent or any of Parent’s Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Parent or any of Parent’s Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected.

Authority; No Violation. 1. Each of Parent has and Sub have full corporate power and authority to execute and deliver this AgreementAgreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Parent and Sub and the consummation by Parent and Sub of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of Parent and Sub, respectively. Except for the filing of the Certificate of Merger, no other corporate proceedings on the part of Parent or Sub are necessary to approve this AgreementAgreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent and Sub and (assuming the due authorization, execution and delivery by the StockholderCompany) this Agreement constitutes a valid and binding obligation of ParentParent and Sub, enforceable against Parent and Sub in accordance with its terms except that such enforceability (i) may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to the enforcement of creditors’ rights generally and (ii) is subject to general principles of equity and the discretion of the court before which any proceedings seeking injunctive relief or specific performance may be broughtterms. 2. Neither the execution and delivery of this Agreement by Parenteach of Parent and Sub, nor the consummation by either Parent or Sub, as the case may be, of the transactions contemplated hereby, nor compliance by either Parent or Sub with any of the terms or provisions hereof, will (xi) violate violate, conflict with or result in a breach of any provision of the governing documents Certificate of Parent Incorporation or the certificate of incorporation, by-laws or similar governing documents of any Bylaws of Parent’s Subsidiaries, or Sub, as the case may be, or (yii)(x) violate any statute, code, ordinance, rule, regulationregulations, judgment, order, writ, decree or injunction applicable to the Parent or any of Parent’s Subsidiaries, Sub or any of their respective properties or assets, or (zy) violate, conflict with, result in a breach of any provision provisions of or the loss of any benefit under, constitute a default (or an any event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien lien, pledge, security interest, charge or other encumbrance upon any of the respective properties or assets of Parent or any of Parent’s Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Parent or any of Parent’s Subsidiaries Sub is a party, or by which they or any of their respective properties or assets may be bound or affected, except (in the case of clause (y) above) for such violations, conflicts, breaches or defaults which, either individually or in the aggregate, will not have a Material Adverse Effect on Parent.

Authority; No Violation. (a) Except for the filings of the Merger documents as required by the GBCC (the "Parent Approvals"), no Authorization of any Governmental Authority is necessary on behalf of Parent in connection with the execution and delivery by Parent of this Agreement and the consummation by Parent of the Merger and the other transactions contemplated by this Agreement. Subject to receipt of the Parent Approvals, Parent has the full corporate power and authority to execute and deliver this Agreement and to consummate the Merger and the other transactions contemplated by this Agreement in accordance with the terms of this Agreement. The execution and delivery of this Agreement and the consummation of the Merger and the other transactions contemplated by this Agreement have been duly and validly approved by the Board of Directors of Parent in accordance with the Articles of Incorporation of Parent and Applicable Laws. Except for the Parent Approvals, no other corporate proceedings on the part of Parent are necessary to approve consummate the Merger and the other transactions contemplated by this Agreement. This Agreement has been duly and validly executed and delivered by Parent and (assuming due authorization, execution and delivery by constitutes the Stockholder) this Agreement constitutes a valid and binding obligation of Parent, Parent enforceable against Parent in accordance with its terms except that such enforceability terms. (ib) may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to the enforcement of creditors’ rights generally and (ii) is subject to general principles of equity and the discretion of the court before which any proceedings seeking injunctive relief or specific performance may be brought. Neither the execution and delivery of this Agreement by ParentParent and Merger Sub, nor the consummation by Parent and Merger Sub of the Merger and the other transactions contemplated herebyby this Agreement in accordance with the terms of this Agreement, nor or compliance by Parent and Merger Sub with any of the terms or provisions hereofof this Agreement, will (xi) assuming that the Parent Approvals are duly obtained, violate any provision of Parent's or Merger Sub's Articles of Incorporation or bylaws, (ii) assuming that the governing documents of Parent or the certificate of incorporationApprovals are duly obtained, by-laws or similar governing documents of violate any Laws applicable to Parent, any of Parent’s Subsidiaries, (y) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Parent or any of Parent’s Subsidiaries, or any of their respective properties or assets, or (ziii) except as set forth in Parent Disclosure Schedule 6.3, violate, conflict with, result ------------------------------ in a breach of any provision of or the loss of any benefit underprovisions of, constitute a default (or an event which, with notice or lapse of time, time or both, would constitute a default) under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Parent or any of Parent’s the Parent Subsidiaries under, under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Parent or any of Parent’s the Parent Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affectedaffected except, with respect to (ii) and (iii) above, such as individually or in the aggregate will not have a Material Adverse Effect on the Parent, and which will not prevent or delay the consummation of the Merger and the other transactions contemplated by this Agreement. (c) Subject to receipt of the Parent Approvals, Merger Sub has the full corporate power and authority to execute and deliver this Agreement and to consummate the Merger and the other transactions contemplated by this Agreement in accordance with the terms of this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement have been duly and validly approved by the Board of Directors and the sole shareholder of Merger Sub in accordance with the Articles of Incorporation of Merger Sub and Applicable Laws. Except for the Parent Approvals, no other corporate proceedings on the part of Merger Sub are necessary to consummate the Merger or the other transactions so contemplated. This Agreement has been duly and validly executed and delivered by Merger Sub and constitutes the valid and binding obligation of Merger Sub enforceable against Merger Sub in accordance with its terms.

Authority; No Violation. (a) Parent has full corporate power and authority to execute and deliver this AgreementAgreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, including the Merger, have been duly and validly approved by the Board of Directors of Parent. The Board of Directors of Parent has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of Parent and no its shareholders. No other corporate proceedings on the part of Parent are necessary to approve this AgreementAgreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent and (assuming due authorization, execution and delivery by the StockholderCompany) this Agreement constitutes a valid and binding obligation of Parent, enforceable against Parent in accordance with its terms (except that in all cases as such enforceability (i) may be limited by bankruptcythe Enforceability Exceptions). The shares of Parent Common Stock and Parent preferred stock (if applicable) to be issued in the Merger have been (or will be) validly authorized and, insolvencywhen issued, moratorium will be validly issued, fully paid and nonassessable, and no current or other past shareholder of Parent will have any preemptive right or similar laws affecting or relating to the enforcement of creditors’ rights generally and in respect thereof. (iib) is subject to general principles of equity and the discretion of the court before which any proceedings seeking injunctive relief or specific performance may be brought. Neither the execution and delivery of this Agreement by Parent, nor the consummation by Parent and its Subsidiaries of the transactions contemplated hereby, nor compliance by Parent and its Subsidiaries with any of the terms or provisions hereof, will (xi) violate any provision of the governing Parent Articles or the Parent Bylaws or organizational documents of Parent Bank, or (ii) assuming that the certificate of incorporationconsents, by-laws or similar governing documents of any of Parent’s Subsidiariesapprovals and filings referred to in Section 4.4 are duly obtained and/or made, (yx) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Parent or Parent, any of Parent’s Subsidiaries, its Subsidiaries or any of their respective properties or assets, assets or (zy) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Parent or any of Parent’s its Subsidiaries under, any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other material instrument or obligation to which Parent or any of Parent’s its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affectedbound.

Authority; No Violation. (a) Each of Parent and Holding has full corporate power and authority to execute and deliver this AgreementAgreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Parent Board and the requisite vote of the stockholders of Parent and by the Board of Directors and stockholder of Parent Holding, and no other corporate proceedings action on the part of Parent are or Holding is necessary to approve this AgreementAgreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent and Holding (assuming due authorization, execution and delivery by Subject Company and the StockholderShareholder) this Agreement constitutes a valid and binding obligation of Parent, enforceable against Parent in accordance with its terms except that such enforceability terms. (ib) may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to the enforcement of creditors’ rights generally and (ii) is subject to general principles of equity and the discretion of the court before which any proceedings seeking injunctive relief or specific performance may be brought. Neither the execution and delivery of this Agreement by Parent, Parent or Holding nor the consummation by Parent or Holding of the transactions contemplated hereby, nor compliance by Parent or Holding with any of the terms or provisions hereof, will (xi) violate any provision of the governing documents Articles of Incorporation (giving effect to the filing of the Amended and Restated Articles and the Certificates of Designation) or Bylaws of Parent or any of the certificate of incorporation, by-laws or similar governing documents of any of Parent’s Subsidiariesits Subsidiaries or (ii) assuming that the consents and approvals referred to in Section 5.4 are duly obtained, (yx) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Parent or any of Parent’s Subsidiaries, its Subsidiaries or any of their respective properties or assets, or (zy) violate, conflict with, result in a breach of any provision of or the loss of any benefit underprovision, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Parent or any of Parent’s its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Parent or any of Parent’s its Subsidiaries is a partyparty which will remain in full force and effect at the Effective Time, or by which they or any of their respective properties or assets may be bound or affectedaffected or result in the termination of a right of termination or cancellation of any such note, bond, mortgage, deed of trust, license, lease, agreement or instrument or obligation.

Authority; No Violation. Parent (a) Acquiror has full corporate power and authority to execute and deliver this AgreementAgreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement have and the consummation by Acquiror of the transactions contemplated hereby has been duly and validly approved by the Board all necessary corporate and stockholder action of Directors of Parent Acquiror, and no other corporate or stockholder proceedings on the part of Parent are Acquiror is necessary to approve this AgreementAgreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent Acquiror and (assuming due authorization, execution and delivery by the StockholderCompany) this Agreement constitutes a valid and binding obligation of ParentAcquiror, enforceable against Parent Acquiror in accordance with its terms terms, except that such enforceability (i) as enforcement may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to the enforcement of creditors’ rights generally and (ii) is subject to general principles of equity whether applied in a court of law or a court of equity and the discretion of the court before which any proceedings seeking injunctive relief or specific performance may be brought. by bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generally. (b) Neither the execution and delivery of this Agreement by ParentAcquiror, nor the consummation by Parent Acquiror of the transactions contemplated hereby, nor compliance by Parent Acquiror with any of the terms or provisions hereof, will (xi) violate any provision of the governing documents of Parent or the certificate of incorporation, by-laws bylaws or similar governing documents of Acquiror or any of the similar governing documents of any of Parent’s Subsidiariesits Subsidiaries or (ii) assuming that the consents, approvals and waiting periods referred to in Section 5.4 are duly obtained or satisfied, (yx) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction Law applicable to the Parent Acquiror or any of Parent’s Subsidiaries, its Subsidiaries or any of their respective properties properties, rights or assets, or (zy) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination termination, modification or cancellation under, accelerate the performance required by, or result in the creation of any Lien (or have any of such results or effects upon notice or lapse of time, or both) upon any of the respective properties properties, rights or assets of Parent Acquiror or any of Parent’s its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement agreement, contract, permit, concession, franchise or other instrument or obligation to which Parent Acquiror or any of Parent’s its Subsidiaries is a party, or by which they or any of their respective properties properties, rights, assets or assets business activities may be bound or affected, except (in the case of clause (y) above) for such violations, conflicts, breaches, defaults or other events which have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Acquiror.

Authority; No Violation. (a) The Parent has Entities have full corporate power and authority to execute and deliver this AgreementAgreement and to consummate the Transactions. The execution and delivery of this Agreement and the consummation of the Transactions have been duly and validly approved authorized by the Board of Directors of each of the Parent and no Entities. No other corporate proceedings actions on the part of the Parent Entities are necessary to approve this AgreementAgreement or to consummate the Transactions. This Agreement has been duly and validly executed and delivered by the Parent Entities and (assuming due authorization, execution and delivery by PAC and PAC OP) constitutes the Stockholder) this Agreement constitutes a valid and binding obligation of Parenteach of the Parent Entities, enforceable against such Parent Entity in accordance with its terms except that such enforceability (i) may be limited by bankruptcyterms, insolvency, moratorium or other similar laws affecting or relating subject to the enforcement of creditors’ rights generally and Equitable Exceptions. (iib) is subject to general principles of equity and the discretion of the court before which any proceedings seeking injunctive relief or specific performance may be brought. Neither the execution and delivery of this Agreement by Parent, the Parent Entities nor the consummation by the Parent Entities of the transactions contemplated herebyTransactions, nor compliance by the Parent Entities with any of the terms or provisions hereofof this Agreement, will (xi) violate (A) any provision of the governing documents of Parent Entity Charters or the certificate of incorporation, byParent Entity By-laws or similar governing documents (B) any Governing Documents of any of Parent’s the Parent Entities’ respective Subsidiaries, or (yii) (A) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree regulation or injunction Order applicable to either or both of the Parent or Entities, any of Parent’s Subsidiaries, their respective Subsidiaries or any of their respective properties or assets, assets or (zB) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Parent or any of Parent’s Subsidiaries Advisor Group Entity under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation (collectively, “Contracts”) to which Parent or any of Parent’s Subsidiaries Advisor Group Entity is a party, or by which they or any of their respective properties or assets may be bound is bound, except for such violations, conflicts, breaches or affecteddefaults with respect to clause (ii) that, individually or in the aggregate, has not had and is not reasonably likely to have a Material Adverse Effect.

Authority; No Violation. (a) Each of Parent and Holding has full corporate power and authority to execute and deliver this AgreementAgreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Parent Board and by the Board of Directors and stockholder of Parent Holding, and except for approval by the requisite vote of Parent's stockholders, no other corporate proceedings action on the part of Parent are or Holding is necessary to approve this AgreementAgreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent and Holding (assuming due authorization, execution and delivery by Subject Company and the StockholderShareholder) this Agreement constitutes a valid and binding obligation of Parent, enforceable against Parent in accordance with its terms except that such enforceability terms. (ib) may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to the enforcement of creditors’ rights generally and (ii) is subject to general principles of equity and the discretion of the court before which any proceedings seeking injunctive relief or specific performance may be brought. Neither the execution and delivery of this Agreement by Parent, Parent or Holding nor the consummation by Parent or Holding of the transactions contemplated hereby, nor compliance by Parent or Holding with any of the terms or provisions hereof, will (xi) violate any provision of the governing documents Articles of Incorporation (giving effect to the filing of the Amended and Restated Articles and the Certificates of Designation) or Bylaws of Parent or any of the certificate of incorporation, by-laws or similar governing documents of any of Parent’s Subsidiariesits Subsidiaries or (ii) assuming that the consents and approvals referred to in Section 5.4 are duly obtained, (yx) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Parent or any of Parent’s Subsidiaries, its Subsidiaries or any of their respective properties or assets, or (zy) violate, conflict with, result in a breach of any provision of or the loss of any benefit underprovision, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Parent or any of Parent’s its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Parent or any of Parent’s its Subsidiaries is a partyparty which will remain in full force and effect at the Effective Time, or by which they or any of their respective properties or assets may be bound or affectedaffected or result in the termination of a right of termination or cancellation of any such note, bond, mortgage, deed of trust, license, lease, agreement or instrument or obligation.

Authority; No Violation. (a) Parent has and Merger Sub have full corporate power and authority to execute and deliver this AgreementAgreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation by Parent and Merger Sub of the transactions contemplated hereby have been duly and validly approved by the Board of Directors all necessary corporate action of Parent and Merger Sub, and no other corporate and no shareholder proceedings on the part of Parent and Merger Sub are necessary to approve this AgreementAgreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and (assuming the due authorization, execution and delivery of this Agreement by the StockholderCompany) this Agreement constitutes a valid and binding obligation of ParentParent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms terms, except that such enforceability (i) as enforcement may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to the enforcement of creditors’ rights generally and (ii) is subject to general principles of equity whether applied in a court of law or a court of equity and the discretion of the court before which any proceedings seeking injunctive relief or specific performance may be brought. by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. (b) Neither the execution and delivery of this Agreement by Parent, nor the consummation by Parent and Merger Sub of the transactions contemplated hereby, nor compliance by Parent and Merger Sub with any of the terms or provisions hereofof this Agreement, will (xi) violate any provision of the charter, bylaws or similar governing documents of Parent and Merger Sub or any of the certificate of incorporation, by-laws or similar governing documents of any of Parent’s Subsidiariestheir respective Subsidiaries or (ii) assuming that the consents, approvals and waiting periods referred to in Section 5.4 are duly obtained or satisfied, (yx) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction Law applicable to the Parent or any of Parent’s Subsidiaries, its Subsidiaries or any of their respective properties properties, rights or assets, or (zy) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, or require redemption or repurchase or otherwise require the purchase or sale of any securities, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination termination, modification or cancellation under, accelerate the performance required by, or result in the creation of any Lien (or have any of such results or effects upon notice or lapse of time, or both) upon any of the respective properties properties, rights or assets of Parent or Merger Sub or any of Parent’s their respective Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement agreement, contract, permit, concession, franchise or other instrument or obligation to which Parent or Merger Sub or any of Parent’s their respective Subsidiaries is a party, or by which they or any of their respective properties properties, rights, assets or assets business activities may be bound or affected, except (in the case of clause (y) above) for such violations, conflicts, breaches, defaults or other events which would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent.

Authority; No Violation. (a) Each of Parent and Merger Sub has full corporate power and authority to execute and deliver this AgreementAgreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of Parent and no other all necessary corporate proceedings action on the part of Parent and Merger Sub. No other corporate proceedings (including any approvals of Parent’s stockholders) on the part of Parent or Merger Sub are necessary to approve this AgreementAgreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by each of Parent and (assuming Merger Sub. Assuming due authorization, execution and delivery by the Stockholder) Company, this Agreement constitutes a valid and binding obligation of Parenteach of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms terms, except that as such enforceability (i) enforcement may be limited by (i) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other similar laws Laws affecting or relating to the enforcement rights of creditors’ rights creditors generally and or (ii) is subject to the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity and the discretion of the court before which any proceedings seeking injunctive relief or specific performance may be brought. at law. (b) Neither the execution and delivery of this Agreement by ParentParent or Merger Sub, nor the consummation by Parent or Merger Sub of the transactions contemplated hereby, nor compliance by Parent or Merger Sub with any of the terms or provisions hereof, will (xi) violate any provision of the governing documents articles of incorporation or bylaws of Parent or Merger Sub or (ii) assuming that the certificate of incorporation, by-laws or similar governing documents of any of Parent’s Subsidiariesconsents and approvals referred to in Section 4.3 are duly obtained, (yA) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Parent or any of Parent’s Subsidiaries, its Subsidiaries or any of their respective properties or assets, assets or (zB) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required byby or rights or obligations under, or result in the creation of any Lien upon any of the respective properties or assets of Parent or any of Parent’s its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement agreement, contract, or other instrument or obligation to which Parent or any of Parent’s its Subsidiaries is a party, or by which they or any of their respective properties properties, assets or assets business activities may be bound or affected, except (in the case of clause (ii) above) for such violations, conflicts, breaches, defaults or the loss of benefits that would not reasonably be expected to, either individually or in the aggregate, have a Parent Material Adverse Effect.

Authority; No Violation. (a) Each of Parent and Merger Sub has full all requisite corporate power and authority to execute enter into this Agreement and deliver this Agreementto consummate the Transactions. The execution and delivery of this Agreement and the consummation of the Transactions have been duly and validly approved authorized by the Board of Directors of Parent and the sole stockholder of Merger Sub, and, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, no other corporate proceedings on the part of Parent or Merger Sub are necessary to approve this Agreementauthorize the consummation of the Transactions. This Agreement has been duly and validly executed and delivered by Parent and (Merger Sub and, assuming due authorization, execution and delivery by the Stockholder) this Agreement constitutes a the valid and binding obligation agreement of Parentthe Company, this Agreement constitutes the valid and binding agreement of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms terms, except that as such enforceability (i) may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws Laws affecting or relating to the enforcement of creditors’ rights generally and (ii) is subject to general principles of equity and the discretion (regardless of the court before which any proceedings seeking injunctive relief whether enforceability is considered in a proceeding at Law or specific performance may be brought. Neither in equity). (b) None of the execution and delivery of this Agreement by ParentParent or Merger Sub, nor the consummation by Parent of the transactions contemplated herebyTransactions, nor compliance by Parent or Merger Sub, as applicable, with any of the terms or provisions hereofof this Agreement, will (xi) violate any provision of the governing documents of Parent Charter, the Parent Bylaws, the Merger Sub Charter or the certificate of incorporationMerger Sub Bylaws or (ii) assuming that the consents, by-laws approvals and filings referred to in Section 4.4 are duly obtained and/or made, violate any Injunction or similar governing documents of Law applicable to Parent, Merger Sub, any of Parent’s Subsidiaries, (y) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Parent or any of Parent’s Subsidiaries, Subsidiaries or any of their respective properties or assets, or (z) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Parent or any of Parent’s Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Parent or any of Parent’s Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected.

Authority; No Violation. (a) Each of Parent and Acquiror has full corporate power and authority to execute and deliver this AgreementAgreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of each of Parent and no Acquiror. The Board of Directors of each of Parent and Acquiror determined that the Merger, on the terms and conditions set forth in this Agreement, is advisable and in the best interests of Parent and Acquiror, respectively, and their respective shareholders. No other corporate proceedings on the part of either Parent or Acquiror are necessary to approve this AgreementAgreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by each of Parent and Acquiror and (assuming due authorization, execution and delivery by the StockholderTarget) this Agreement constitutes a valid and binding obligation of Parenteach of Parent and Acquiror, enforceable against Parent and Acquiror in accordance with its terms (except that such enforceability (i) as may be limited by bankruptcy, insolvency, moratorium moratorium, reorganization or other similar laws affecting or relating to the enforcement rights of creditors’ rights creditors generally and the availability of equitable remedies). The shares of Parent Common Stock to be issued in the Merger have been validly authorized and, when issued, will be validly issued, fully paid and nonassessable, and no current or past stockholder of Parent will have any preemptive right or similar rights in respect thereof. (iib) is subject to general principles of equity and the discretion of the court before which any proceedings seeking injunctive relief or specific performance may be brought. Neither the execution and delivery of this Agreement by Parenteach of Parent and Acquiror, nor the consummation by each of Parent and Acquiror of the transactions contemplated hereby, nor compliance by each of Parent and Acquiror with any of the terms or provisions hereof, will (xi) violate any provision of the governing organization documents of Parent or Acquiror, as applicable, or (ii) assuming that the certificate of incorporationconsents, by-laws or similar governing documents of any of Parent’s Subsidiariesapprovals and filings referred to in Section 3.4 are duly obtained, (yx) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Parent Parent, Acquiror or any of Parent’s Subsidiaries, their Subsidiaries or any of their respective properties or assets, assets or (zy) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Parent Parent, Acquiror or any of Parent’s their Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Parent Parent, Acquiror or any of Parent’s their Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected, except in the case of clause (ii) above for such violations, conflicts, breaches, losses, defaults, terminations, cancellations, accelerations or Liens which, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Parent.

Authority; No Violation. (a) Parent has and Buyer Bank have full corporate power and authority to execute and deliver this AgreementAgreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and thereby have been duly and validly approved by the Board of Directors of Parent and Buyer Bank, and no other corporate proceedings on the part of Parent or Buyer Bank are necessary to approve this AgreementAgreement and to consummate the transactions contemplated hereby and thereby. This Agreement has been duly and validly executed and delivered by Parent and Buyer Bank and (assuming due authorization, execution and delivery by the StockholderSeller Bank ) this Agreement constitutes a valid and binding obligation of ParentParent and Buyer Bank, enforceable against Parent and Buyer Bank in accordance with its terms terms, except that such enforceability (i) as enforcement may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to the enforcement of creditors’ rights generally and (ii) is subject to general principles of equity whether applied in a court of law or a court of equity and the discretion by bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generally. (b) Except as set forth in Section 5.3(b) of the court before which any proceedings seeking injunctive relief or specific performance may be brought. Neither Parent Disclosure Schedule, neither the execution and delivery of this Agreement by ParentParent or Buyer Bank, nor the consummation by Parent and Buyer Bank of the transactions contemplated herebyhereby or thereby, nor compliance by Parent and Buyer Bank with any of the terms or provisions hereofhereof or thereof, will (xi) violate any provision of the governing documents charter or bylaws of Parent Parent, or the certificate articles of incorporation, by-laws association or bylaws or similar governing documents of any of Parent’s Subsidiariesits Subsidiaries or (ii) assuming that the consents and approvals referred to in Section 5.4 are duly obtained, (yx) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Parent or any of Parent’s Subsidiaries, its Subsidiaries or any of their respective properties or assets, or (zy) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien lien, pledge, security interest, charge or other encumbrance upon any of the respective properties or assets of Parent or any of Parent’s its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Parent or any of Parent’s its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected.

Authority; No Violation. (a) Each of Parent and Sub has full corporate power and authority to execute and deliver this AgreementAgreement and the Company Option Agreement and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Company Option Agreement by Parent and Sub and the consummation of the transactions contemplated hereby and thereby have been duly and validly approved authorized by the Board of Directors of each of Parent and no Sub and by Parent in its capacity as sole stockholder of Sub. No other corporate proceedings on the part of Parent or Sub and no other votes or consents of any holders of Parent securities are necessary on the part of Parent or Sub to approve this AgreementAgreement and the Company Option Agreement and to consummate the transactions contemplated hereby and thereby. This Agreement has and the Company Option 34 30 Agreement have been duly and validly executed and delivered by each of Parent and Sub and (assuming due authorization, execution and delivery by the StockholderCompany) this Agreement constitutes a constitute valid and binding obligation obligations of ParentParent and Sub, enforceable against Parent each of them in accordance with its terms except that such enforceability (i) may be limited by their respective terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or and other similar laws affecting or relating to the enforcement of or affecting creditors’ ' rights generally generally, and general equitable principles (iiwhether considered in a proceeding in equity or at law). (b) is subject to general principles of equity and the discretion of the court before which any proceedings seeking injunctive relief or specific performance may be brought. Neither the execution and delivery of this Agreement or the Company Option Agreement by Parent, Parent or Sub nor the consummation by Parent or Sub of the transactions contemplated herebyhereby or thereby, nor compliance by Parent or Sub with any of the terms or provisions hereofhereof or thereof, will (xi) violate any provision of the governing documents Certificate of Incorporation or Bylaws of Parent or Sub, as applicable, or (ii) assuming that the certificate of incorporationconsents and approvals referred to in Section 4.3 are duly obtained, by-laws or similar governing documents of any of Parent’s Subsidiaries, (y) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Parent or any of Parent’s Subsidiaries, its material Subsidiaries or any of their respective properties or assets, or (z) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required byby or rights or obligations under, or result in the creation of any Lien upon any of the respective properties or assets of Parent or any of Parent’s its material Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, permit, concession, franchise, license, lease, agreement agreement, contract, or other instrument or obligation to which Parent or any of Parent’s its material Subsidiaries is a party, or by which they or any of their respective properties properties, assets or assets business activities may be bound or affected.

Authority; No Violation. (a) Each of Parent and Xxxxxx Sub has full all requisite corporate power and authority to execute enter into this Agreement and deliver this Agreementto consummate the Transactions. The execution and delivery of this Agreement and the consummation of the Transactions have been duly and validly approved authorized by the Parent Board and board of Directors directors of Merger Sub, and, except for the approval of this Agreement by Parent and or a Parent Subsidiary, as the sole shareholder of Merger Sub, no other corporate proceedings on the part of Parent or Merger Sub are necessary to approve this Agreementauthorize the consummation of the Transactions. This Agreement has been duly and validly executed and delivered by Parent and (Merger Sub and, assuming due authorization, execution and delivery by the Stockholder) this Agreement constitutes a the valid and binding obligation agreement of Parentthe Company, this Agreement constitutes the valid and binding agreement of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms terms, except that as such enforceability (i) may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws Laws affecting or relating to the enforcement of creditors’ rights generally and (ii) is subject to general principles of equity and the discretion (regardless of the court before which any proceedings seeking injunctive relief whether enforceability is considered in a proceeding at Law or specific performance may be brought. Neither in equity). (b) None of the execution and delivery of this Agreement by ParentParent or Merger Sub, nor the consummation by Parent of the transactions contemplated herebyTransactions, nor or compliance by Parent or Merger Sub, as applicable, with any of the terms or provisions hereofof this Agreement, will (xi) violate any provision of the governing documents certificate of Parent incorporation of Parent, as amended and restated, the bylaws of Parent, as amended and restated, the articles of incorporation of Merger Sub or the certificate of incorporationMerger Sub Bylaws or (ii) assuming that the consents, by-laws approvals and filings referred to in Section 4.4 are duly obtained or similar governing documents of any of Parent’s Subsidiariesmade, (yA) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree Order or injunction Law applicable to Parent, Merger Sub, any of the Parent or any of Parent’s Subsidiaries, Subsidiaries or any of their respective properties or assets, assets or (zB) violate, conflict with, or result in a breach of any provision of or the loss of any benefit under, constitute a default (with or an event which, with without notice or lapse of time, or both, would constitute a default) under, result in the termination of or give rise to a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien (other than a Permitted Lien) upon any of the respective properties or assets of Parent Parent, Merger Sub or any of Parent’s the Parent Subsidiaries under, any of the terms, conditions or provisions of any credit agreement, note, bond, mortgage, indenture, deed of trust, license, lease, agreement lease or other instrument or obligation to which Parent or any of Parent’s Subsidiaries Parent Subsidiary is a party, or by which they or any of their respective properties or assets may be bound or affected, except for such violations, conflicts, breaches or defaults referred to in clause (ii) that would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

Authority; No Violation. (a) Parent has full corporate power and authority to execute and deliver this AgreementAgreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of Parent and no Board. No other corporate proceedings on the part of Parent are necessary to approve and adopt this AgreementAgreement and to consummate the transactions contemplated hereby other than the filing of Certificate of Merger as provided in Section 1.2 hereof. Specifically (but without limitation), no adoption or approval of this Agreement or the Merger, the Bank Merger or the Second Merger by the shareholders of Parent is required by the LBCA. Prior to the Effective Time, Parent will approve the Merger as the sole shareholder of Interim. This Agreement has been duly and validly executed and delivered by Parent and (assuming due authorization, execution and delivery by the StockholderCompany) this Agreement constitutes a valid and binding obligation of Parent, enforceable against Parent in accordance with its terms terms, except that such enforceability (i) as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency, moratorium or other receivership and similar laws affecting or relating to the enforcement of creditors’ rights generally and remedies generally. (iib) is subject to general principles of equity and the discretion of the court before which any proceedings seeking injunctive relief or specific performance may be brought. Neither the execution and delivery of this Agreement by Parent, Parent nor the consummation by Parent, Interim and Parent Bank, of the transactions contemplated hereby, nor compliance by Parent, Interim and Parent Bank with any of the terms or provisions hereof, will (xi) violate any provision of the governing documents Articles of Incorporation or Bylaws of Parent or Interim, or the certificate Articles of incorporation, by-laws Association or Bylaws or similar governing documents of any of Parent’s SubsidiariesParent Bank or (ii) assuming that the consents and approvals referred to in Section 5.4 are duly obtained and remain in effect, (yx) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Parent, Interim or Parent or any of Parent’s Subsidiaries, Bank or any of their respective properties or assets, or (zy) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien lien, pledge, security interest, charge or other encumbrance upon any of the respective properties or assets of Parent, Interim or Parent or any of Parent’s Subsidiaries Bank under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Parent, Interim or Parent or any of Parent’s Subsidiaries Bank is a party, or by which they or any of their respective properties or assets may be bound or affected.

Authority; No Violation. Parent (a) Alliance has full corporate power and authority to execute and deliver this AgreementAgreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by all necessary corporate action on the Board part of Directors of Parent Alliance, and no other corporate proceedings on the part of Parent Alliance are necessary to approve this AgreementAgreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent Alliance and (assuming due authorization, execution and delivery by the Stockholder) of this Agreement by HSBC) constitutes a valid and binding obligation agreement of Parent, Alliance enforceable against Parent Alliance in accordance with its terms terms, except that such enforceability (i) as enforcement may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to the enforcement of creditors’ rights generally and (ii) is subject to general principles of equity whether applied in a court of law or a court of equity and the discretion of the court before which any proceedings seeking injunctive relief or specific performance may be brought. by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. (b) Neither the execution and delivery of this Agreement by ParentAlliance, nor the consummation by Parent Alliance of the transactions contemplated hereby, nor compliance by Parent Alliance with any of the terms or provisions hereof, will (xi) violate conflict with or result in a breach of any provision of the governing documents Articles of Parent Association or the certificate of incorporation, by-laws of Alliance or similar governing documents of any of Parent’s Subsidiaries(ii) assuming the consents, permits, authorization, approvals, filings and registrations set forth in Section 4.3 are obtained or made, (yA) violate any standard of common law applicable to Alliance or any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Parent Alliance or any of Parent’s Subsidiaries, or any of their respective its properties or assets, assets or (zB) violate, conflict with, result in a breach of any provision of or the loss of any benefit underprovisions of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, or result in a right of termination or acceleration under or the creation of any Lien Encumbrance upon any of the respective properties or assets of Parent or any of Parent’s Subsidiaries Alliance under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Parent or any of Parent’s Subsidiaries Alliance is a party, or by which they or any of their respective its properties or assets may be bound or affected, except, in the case of clause (B), for such violations, conflicts, breaches or defaults which, either individually or in the aggregate, would not have a material adverse effect on Alliance’s ability to consummate the transactions contemplated hereby.

Authority; No Violation. (a) Each Parent Party has full corporate power and authority to execute and deliver this AgreementAgreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Merger have been duly and validly approved authorized by the Board of Directors of each Parent Party. The Board of Directors of each Parent Party has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of such company and its stockholders, has adopted this Agreement and approved the transactions contemplated hereby (including the Merger) and Merger Sub has directed that this Agreement be submitted to its sole stockholder for adoption and has adopted a resolution of the foregoing effect. Except for such stockholder adoption, no other corporate proceedings on the part of any Parent Party are necessary to approve adopt this AgreementAgreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by each Parent Party and (assuming due authorization, execution and delivery by the StockholderCompany) this Agreement constitutes a valid and binding obligation of Parenteach Parent Party, enforceable against such Parent Party in accordance with its terms (except that in all cases as such enforceability (i) may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to the enforcement of creditors’ rights generally and Enforceability Exceptions). (iib) is subject to general principles of equity and the discretion of the court before which any proceedings seeking injunctive relief or specific performance may be brought. Neither the execution and delivery of this Agreement by Parenteach Parent Party, nor the consummation by each Parent Party of the transactions contemplated herebyhereby (including the Merger), nor compliance by each Parent Party with any of the terms or provisions hereof, will (xi) violate any provision of the governing documents of Parent or the certificate of incorporation, by-laws or similar governing organizational documents of any of Parent’s SubsidiariesParent Party, as applicable, or (ii) assuming that the consents and approvals referred to in Section 4.3 are duly obtained, (yx) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the any Parent Parties or any of Parent’s Subsidiaries, their Subsidiaries or any of their respective properties or assets, assets or (zy) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of any Parent Party or any of Parent’s their Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which any Parent Party or any of Parent’s their Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound bound, except (in the case of clauses (x) and (y) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations or affectedcreations that would not have or reasonably be expected to have, either individually or in the aggregate, a Parent Material Adverse Effect.

Authority; No Violation. (a) Parent has full corporate power and authority to execute and deliver this AgreementAgreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by all necessary corporate action on the Board part of Directors of Parent and no Parent. No other corporate proceedings (including any approvals of Parent’s stockholders) on the part of Parent are necessary to approve this AgreementAgreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent and (assuming Parent. Assuming due authorization, execution and delivery by the Stockholder) Company, this Agreement constitutes a valid and binding obligation of Parent, enforceable against Parent in accordance with its terms terms, except that as such enforceability (i) enforcement may be limited by the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other similar laws affecting or relating to the enforcement rights of creditors’ rights generally creditors generally, or the rules governing the availability of specific performance, injunctive relief or other equitable remedies and (ii) is subject to general principles of equity, regardless of whether considered in a proceeding in equity and the discretion of the court before which any proceedings seeking injunctive relief or specific performance may be brought. at law. (b) Neither the execution and delivery of this Agreement by Parent, nor the consummation by Parent of the transactions contemplated hereby, nor compliance by Parent with any of the terms or provisions hereof, will (x) violate any provision of the governing documents certificate of incorporation or bylaws, each as amended and restated, of Parent or assuming that the certificate of incorporation, by-laws or similar governing documents of any of Parent’s Subsidiariesconsents and approvals referred to in Section ‎4.4 are duly obtained, (yx) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Parent or any of Parent’s Subsidiaries, its Subsidiaries or any of their respective properties or assets, assets or (zy) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required byby or rights or obligations under, or result in the creation of any Lien upon any of the respective properties or assets of Parent or any of Parent’s its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement agreement, contract, or other instrument or obligation to which Parent or any of Parent’s its Subsidiaries is a party, or by which they or any of their respective properties properties, assets or assets business activities may be bound or affected, except, in the case of clause ‎(ii) above, for such violations, conflicts, breaches, defaults or loss of benefits which would not be material to Parent and its Subsidiaries, taken as a whole.

Authority; No Violation. (a) Each of Parent and Merger Sub has full all necessary corporate power and authority to execute and deliver this AgreementAgreement and to perform its obligations hereunder and consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation by Parent and Merger Sub of the transactions contemplated hereby, including the Merger, have been unanimously, duly and validly authorized by all necessary corporate action on the part of Parent and Merger Sub. This Agreement has been duly and validly approved and declared advisable by the Board of Directors of each of Parent and no Merger Sub. No vote of Parent’s stockholders is required in connection with the Merger. No other corporate proceedings on the part of Parent and Merger Sub are necessary to approve this AgreementAgreement and to consummate the transactions contemplated hereby, other than the approval by Parent as the sole stockholder of Merger Sub of this Agreement (which shall be obtained prior to the Effective Time). This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and (assuming due authorization, execution and delivery by the StockholderCompany) this Agreement constitutes a legal, valid and binding obligation of Parenteach of Parent and Merger Sub, enforceable against Parent each in accordance with its terms (except that such enforceability (i) as may be limited by bankruptcy, insolvency, moratorium moratorium, reorganization or other similar laws affecting or relating to the enforcement rights of creditors’ rights creditors generally and the availability of equitable remedies). (iib) is subject to general principles of equity and the discretion of the court before which any proceedings seeking injunctive relief or specific performance may be brought. Neither the execution and delivery of this Agreement by Parenteach of Parent and Merger Sub, nor the consummation by Parent and Merger Sub of the transactions contemplated hereby, including the Merger, nor compliance by Parent or Merger Sub with any of the terms or provisions hereofof this Agreement, will (xi) violate any provision of the governing documents Restated Certificate of Incorporation or Bylaws of Parent, or the Certificate of Incorporation or Bylaws of Merger Sub, or violate or conflict with any agreement or instrument pursuant to which any shares of capital stock of Parent or Merger Sub, or securities exercisable for or convertible into shares of capital stock of Parent or Merger Sub, have been issued, or (ii) subject to the certificate making of incorporation, by-laws or similar governing documents the filings referred to in Section 5.5 and the effectiveness of any such filings and/or receipt of Parent’s Subsidiariesthe consents and approvals in connection therewith, (yA) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Parent or any of Parent’s Subsidiaries, Merger Sub or any of their respective properties or assets, assets or (zB) violate, conflict with, result in a breach of any provision of or the loss of any material benefit under, constitute a default (or an event which, with notice or lapse of time, time or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Parent Parent, Merger Sub or any Subsidiary of Parent’s Subsidiaries Parent under, or require any increased payment under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Parent Parent, Merger Sub or any Subsidiary of Parent’s Subsidiaries Parent is a party, or by which they or any of their respective properties or assets may be bound or affected, except (in the case of clause (ii) above) for such violations, conflicts, breaches, defaults, terminations, losses of benefits, cancellations, accelerations, Liens or payments which, individually or in the aggregate, would not have a Material Adverse Effect on Parent.

Authority; No Violation. Parent 5.3.1. Portec Rail has full corporate power and authority to execute and deliver this AgreementAgreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Portec Rail and the completion by Portec Rail of the transactions contemplated hereby, up to and including the Merger, have been duly and validly approved by the Board of Directors of Parent and no other corporate proceedings on the part of Parent are necessary to approve this AgreementPortec Rail. This Agreement has been duly and validly executed and delivered by Parent Portec Rail, and (assuming due authorization, execution and delivery subject to approval by the Stockholder) this Agreement constitutes a stockholders of Salient and due and valid and binding obligation of Parent, enforceable against Parent in accordance with its terms except that such enforceability (i) may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to the enforcement of creditors’ rights generally and (ii) is subject to general principles of equity and the discretion of the court before which any proceedings seeking injunctive relief or specific performance may be brought. Neither the execution and delivery of this Agreement by ParentSalient, nor constitutes the valid and binding obligations of Portec Rail, enforceable against Portec Rail in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity. 5.3.2. The execution and delivery of this Agreement by Portec Rail, the consummation by Parent of the transactions contemplated hereby, nor and compliance by Parent Portec Rail with any of the terms or provisions hereof, hereof will not (xi) violate conflict with or result in a breach of any provision of the governing documents Articles of Parent Incorporation, Charter, Code of Regulations or the certificate Bylaws of incorporation, by-laws Portec Rail or similar governing documents of any of Parent’s Subsidiaries, Portec Rail Subsidiary; (yii) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Parent Portec Rail or any of Parent’s Subsidiaries, Portec Rail Subsidiary or any of their respective properties or assets, ; or (ziii) violate, conflict with, result in a breach of any provision of or the loss of any benefit underprovisions of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) ), under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, or result in a right of termination or acceleration or the creation of any Lien lien, security interest, charge or other encumbrance upon any of the respective properties or assets of Parent Portec Rail or any of Parent’s Subsidiaries under, Portec Rail Subsidiary under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument investment or obligation to which Parent or any of Parent’s Subsidiaries them is a party, or by which they or any of their respective properties or assets may be bound or affected, except for such violations, conflicts, breaches or defaults under clause (ii) or (iii) hereof which, either individually or in the aggregate, will not have a Material Adverse Effect on Portec Rail and the Portec Rail Subsidiaries taken as a whole.

Authority; No Violation. Parent (i) Buyer has full corporate power and authority to execute and deliver this Agreement. The execution Agreement and delivery of this Agreement have been duly to comply with the terms hereof and validly approved by consummate the Board of Directors of Parent and no other corporate proceedings on the part of Parent are necessary to approve this Agreementtransactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent and (assuming Buyer. Assuming due authorization, execution and delivery by the Stockholder) other Parties, this Agreement constitutes a the valid and binding obligation of ParentBuyer, enforceable against Parent Buyer in accordance with its terms terms, except that as such enforceability (i) enforcement may be limited by (i) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other similar laws affecting or relating to the enforcement rights of creditors’ rights generally and creditors generally, or (ii) is subject to the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law, or (iii) the specific terms and the discretion conditions of the court before which any proceedings seeking injunctive relief or specific performance may be brought. this Agreement. (ii) Neither the execution and delivery of this Agreement by Parent, Buyer nor the consummation by Parent Buyer of the transactions contemplated hereby, nor compliance by Parent Buyer with any of the terms or provisions hereof, will (xA) violate any provision of the governing documents Certificate of Parent Registration or Constitution or the certificate certificates of incorporationregistration or constitution, by-laws or similar governing documents other charter or organizational documents, of any of Parent’s Subsidiaries, Buyer or (yB) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Parent Buyer or any of Parent’s Subsidiaries, or any of their respective its properties or assets, the violation of which would have a Material Adverse Effect, or (zC) violate, conflict with, result in a breach of any provision of or the loss of any material benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of any or all rights or benefits or a right of termination or cancellation under, accelerate the performance required byby or rights or obligations under, increase any rate of interest payable or result in the creation of any Lien lien upon any of the respective properties or assets of Parent or any of Parent’s Subsidiaries Buyer under, any authorization or of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement agreement, contract, or other instrument or obligation to which Parent or any of Parent’s Subsidiaries is a party, or by which they its properties, assets or any of their respective properties or assets business activities may be bound or affected.

Authority; No Violation. (a) Parent has full corporate power and authority to execute and deliver this AgreementAgreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly, validly and unanimously approved and this Agreement duly and validly approved adopted by the Parent Board, and the Parent Board of Directors has determined that the First Merger, on the terms and conditions set forth in this Agreement, is in the best interests of Parent and its shareholders. Except for the approval of the issuance of Parent Common Stock pursuant to this Agreement by votes cast favoring such issuance exceeding the votes cast opposing such issuance at a stockholders’ meeting duly called and held for such purpose (the “Parent Shareholder Approval”), no other corporate proceedings on the part of Parent are necessary to approve this AgreementAgreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent and (assuming due authorization, execution and delivery by the StockholderCompany and accession by Merger Sub) this Agreement constitutes a the valid and binding obligation of Parent, enforceable against Parent in accordance with its terms except that such enforceability (i) may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating subject to the enforcement of creditors’ rights generally Bankruptcy and Equity Exception). (iib) is subject to general principles of equity and the discretion of the court before which any proceedings seeking injunctive relief or specific performance may be brought. Neither the execution and delivery of this Agreement by ParentAgreement, nor the consummation by Parent of the Mergers or the other transactions contemplated hereby, nor compliance by Parent with any of the terms or provisions hereofof this Agreement, will (xi) violate any provision of the governing documents of Parent or the certificate of incorporationArticles, by-laws Parent Bylaws or similar governing documents of any of Parent’s Subsidiaries, or (yii) assuming that the consents, approvals and filings referred to in Section 4.4 are duly obtained and/or made, (A) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction Law applicable to the Parent or Parent, any of Parent’s Subsidiaries, its Subsidiaries or any of their respective properties or assets, assets or (zB) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event whichthat, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Parent or any of Parent’s its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement franchise, permit, agreement, bylaw or other instrument or obligation to which Parent or any of Parent’s its Subsidiaries is a party, party or by which they any of them or any of their respective properties or assets may is bound except, with respect to clause (ii), for any such violation, conflict, breach, default, termination, cancellation, acceleration or creation as would not reasonably be bound expected, individually or affectedin the aggregate, to have a Material Adverse Effect on Parent.

Authority; No Violation. (a) Parent has full corporate all requisite power and authority to execute and deliver this AgreementAgreement and to consummate the transactions contemplated hereby. Merger Sub has all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors requisite partners of Parent and no Merger Sub. No other corporate proceedings on the part of Parent or Merger Sub are necessary to approve consummate the transactions contemplated by this Agreement. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and (assuming due authorization, execution and delivery by the StockholderPartnership and the Managing General Partner) this Agreement constitutes a the valid and binding obligation of ParentParent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms terms, except that such enforceability (i) enforcement hereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to the enforcement of creditors’ rights generally and (ii) is except that enforcement hereof may be subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law) and the discretion availability of the court before which any proceedings seeking injunctive relief or specific performance may be brought. equitable remedies. (b) Neither the execution and delivery by Parent and Merger Sub of this Agreement by ParentAgreement, nor the consummation by Parent and Merger Sub of the transactions contemplated hereby, nor compliance by Parent and Merger Sub with any of the terms or provisions hereof, will (x) violate any provision of will, assuming that the governing documents of Parent or the certificate of incorporation, by-laws or similar governing documents of any of Parent’s Subsidiariesconsents and approvals referred to in Section 3.03 hereof are duly obtained, (yi) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Parent or any of Parent’s Subsidiaries, Merger Sub or any of their respective properties or assets, or or, (zii) violate, conflict with, result in a breach of any provision of or the loss of any benefit underprovisions of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, or result in a right of termination or acceleration or the creation of any Lien lien, security interest, charge or other encumbrance upon any of the respective properties or assets of Parent or any of Parent’s Subsidiaries Merger Sub under, any of the terms, conditions or provisions of (x) the certificate of limited partnership, partnership agreement or other equivalent documents of Parent or Merger Sub, or (y) except as would not have a material adverse effect on Parent or Merger Sub, their assets or their business, any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Parent or any of Parent’s Subsidiaries Merger Sub is a partyparty thereto, or by which they Parent or Merger Sub or any of their respective properties or assets may be bound or affected.

Authority; No Violation. Parent Sea has full corporate power and authority to execute and deliver this Agreement. The execution and delivery of this Agreement have been duly and validly approved by the Board of Directors of Parent Sea and no other corporate proceedings on the part of Parent Sea are necessary to approve this Agreement. This Agreement has been duly and validly executed and delivered by Parent Sea and (assuming due authorization, execution and delivery by the Stockholder) this Agreement constitutes a valid and binding obligation of ParentSea, enforceable against Parent Sea in accordance with its terms except that such enforceability (i) may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to the enforcement of creditors’ rights generally and (ii) is subject to general principles of equity and the discretion of the court before which any proceedings seeking injunctive relief or specific performance may be brought. Neither the execution and delivery of this Agreement by ParentSea, nor the consummation by Parent Sea of the transactions contemplated hereby, nor compliance by Parent Sea with any of the terms or provisions hereof, will (x) violate any provision of the governing documents of Parent Sea or the certificate of incorporation, by-laws or similar governing documents of any of Parentthe Sea’s Subsidiariessubsidiaries, (y) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Parent Sea or any of ParentSea’s Subsidiaries, or any of their respective properties or assets, or (z) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Parent Sea or any of ParentSea’s Subsidiaries subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Parent Sea or any of ParentSea’s Subsidiaries subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected.

Authority; No Violation. (a) Each of Parent and Merger Sub has full the requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement have been duly and validly approved by the Board of Directors of Parent has unanimously approved this Agreement and no the Merger and all transactions contemplated hereby. The Board of Directors and the stockholder of Merger Sub have approved this Agreement and the Merger and all transactions contemplated hereby. No other corporate proceedings on the part of Parent or Merger Sub are necessary to approve this AgreementAgreement and to consummate the transactions contemplated hereby. This Agreement has and all other agreements and documents to be entered into in connection herewith have been duly and validly executed and delivered by Parent and Merger Sub and (assuming due authorization, execution and delivery by the StockholderCompany and Shareholders) this Agreement constitutes a constitute valid and binding obligation obligations of ParentParent and Merger Sub, enforceable against Parent each of them, in accordance with its terms their terms, except that such enforceability (i) as enforcement may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to the enforcement of creditors’ rights generally and (ii) is subject to general principles of equity whether applied in a court of law or a court of equity and the discretion of the court before which any proceedings seeking injunctive relief or specific performance may be brought. by bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generally. (b) Neither the execution and delivery of this Agreement by ParentParent and Merger Sub, nor the consummation by Parent and Merger Sub of the transactions contemplated hereby, nor compliance by Parent and Merger Sub with any of the terms or provisions hereof, will (xi) violate any provision of the governing documents Certificate or Articles of Incorporation or Bylaws of Parent or Merger Sub, or (ii) assuming that the certificate of incorporation, by-laws or similar governing documents of any of Parent’s Subsidiariesconsents and approvals referred to in Section 3.3 hereof are duly obtained, (yx) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Parent or any of Parent’s Subsidiaries, Merger Sub or any of their respective properties or assets, or (zy) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien lien, pledge, security interest, charge or other encumbrance upon any of the respective properties or assets of Parent or any of Parent’s Subsidiaries Merger Sub under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Parent or any of Parent’s Subsidiaries Merger Sub is a party, or by which they either of them or any of their respective properties or assets may be bound or affected.

Authority; No Violation. (a) Each of Parent and Acquiror has full corporate power and authority to execute and deliver this AgreementAgreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of each of Parent and no Acquiror. The Board of Directors of each of Parent and Acquiror determined that the Merger, on the terms and conditions set forth in this Agreement, is advisable and in the best interests of Parent and Acquiror, respectively, and their respective shareholders. No other corporate proceedings on the part of either Parent or Acquiror are necessary to approve this AgreementAgreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by each of Parent and Acquiror and (assuming due authorization, execution and delivery by the StockholderTarget) this Agreement constitutes a valid and binding obligation of Parenteach of Parent and Acquiror, enforceable against Parent and Acquiror in accordance with its terms (except that such enforceability (i) as may be limited by bankruptcy, insolvency, moratorium moratorium, reorganization or other similar laws affecting or relating to the enforcement rights of creditors’ rights creditors generally and the availability of equitable remedies). The shares of Parent Common Stock to be issued in the Merger have been validly authorized and, when issued, will be validly issued, fully paid and nonassessable, and no current or past stockholder of Parent will have any preemptive right or similar rights in respect thereof. (iib) is subject to general principles of equity and the discretion of the court before which any proceedings seeking injunctive relief or specific performance may be brought. Neither the execution and delivery of this Agreement by Parenteach of Parent and Acquiror, nor the consummation by each of Parent and Acquiror of the transactions contemplated hereby, nor compliance by each of Parent and Acquiror with any of the terms or provisions hereof, will (xi) violate any provision of the governing organization documents of Parent or Acquiror, as applicable, or (ii) assuming that the certificate of incorporationconsents, by-laws or similar governing documents of any of Parent’s Subsidiariesapprovals and filings referred to in Section 3.4 are duly obtained, (yx) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Parent Parent, Acquiror or any of Parent’s Subsidiaries, their Subsidiaries or any of their respective properties or assets, assets or (zy) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Parent Parent, Acquiror or any of Parent’s their Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Parent Parent, Acquiror or any of Parent’s their Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected, except in the case of clause (ii) above for such violations, conflicts, breaches, losses, defaults, terminations, cancellations, accelerations, or Liens which, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Parent.

Authority; No Violation. (a) Except for the filings of the Merger documents as required by the GBCC and the DGCL (collectively, the "Parent Approvals"), no Authorization of any Governmental Authority is necessary on behalf of Parent in connection with the execution and delivery by Parent of this Agreement and the consummation by Parent of the Merger and the other transactions contemplated hereby. Subject to receipt of the Parent Approvals, Parent has the full corporate power and authority to execute and deliver this AgreementAgreement and to consummate the Merger and the other transactions contemplated hereby in accordance with the terms hereof. The execution and delivery of this Agreement and the consummation of the Merger and the other transactions contemplated hereby have been duly and validly approved by the Board of Directors of Parent in accordance with the Articles of Incorporation of Parent and applicable Laws. Except for the Parent Approvals, no other corporate proceedings on the part of Parent are necessary to approve this Agreementconsummate the Merger and the other transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent and (assuming due authorization, execution and delivery by constitutes the Stockholder) this Agreement constitutes a valid and binding obligation of Parent, Parent enforceable against Parent in accordance with its terms except that such enforceability terms. (ib) may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to the enforcement of creditors’ rights generally and (ii) is subject to general principles of equity and the discretion of the court before which any proceedings seeking injunctive relief or specific performance may be brought. Neither the execution and delivery of this Agreement by Parent, nor the consummation by Parent of the Merger and the other transactions contemplated herebyhereby in accordance with the terms hereof, nor or compliance by Parent with any of the terms or provisions hereof, will (xi) assuming that the Parent Approvals are duly obtained, violate any provision of Parent's Articles of Incorporation or bylaws, (ii) assuming that the governing documents of Parent or the certificate of incorporationApprovals are duly obtained, by-laws or similar governing documents of violate any Law applicable to Parent, any of Parent’s Subsidiaries, (y) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Parent or any of Parent’s Subsidiaries, or any of their respective properties or assets, or (ziii) except as set forth in Parent Disclosure Schedule 6.3, violate, conflict with, result in a breach of ------------------------------ any provision of or the loss of any benefit underprovisions of, constitute a default (or an event which, with notice or lapse of time, time or both, would constitute a default) under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Parent or any of Parent’s the Parent Subsidiaries under, under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Parent or any of Parent’s the Parent Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affectedaffected except, with respect to (ii) and (iii) above, such as individually or in the aggregate will not have a Material Adverse Effect on the Parent, and which will not prevent or delay the consummation of the Merger and the other transactions contemplated hereby. (c) Subject to receipt of the Parent Approvals, Merger Sub has the full corporate power and authority to execute and deliver this Agreement and to consummate the Merger and the other transactions contemplated hereby in accordance with the terms hereof. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors and the sole shareholder of Merger Sub in accordance with the Articles of Incorporation of Merger Sub and applicable Laws. Except for the Parent Approvals, no other corporate proceedings on the part of Merger Sub are necessary to consummate the Merger or the other transactions so contemplated. This Agreement has been duly and validly executed and delivered by Merger Sub and constitutes the valid and binding obligation of Merger Sub enforceable against Merger Sub in accordance with its terms.

Authority; No Violation. (a) Each of Parent and Buyer has full requisite corporate power and authority to execute and deliver this AgreementAgreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of each of Parent and Buyer (by the unanimous vote of all directors present) and no other corporate proceedings on the part of either Parent or Buyer are necessary to approve this AgreementAgreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by each of Parent and Buyer and (assuming due authorization, execution and delivery by the StockholderCompany) this Agreement constitutes a the valid and binding obligation obligations of Parenteach of Parent and Buyer, enforceable against each of Parent and Buyer in accordance with its terms (except that such enforceability (i) as may be limited by bankruptcy, insolvency, moratorium moratorium, reorganization or other similar laws affecting or relating to the enforcement rights of creditors’ rights creditors generally and (ii) is subject to general principles of equity and the discretion of the court before which any proceedings seeking injunctive relief or specific performance may be brought. equity). (b) Neither the execution and delivery of this Agreement by Parenteach of Parent and Buyer, nor the consummation by each of Parent and Buyer of the transactions contemplated hereby, nor compliance by each of Parent and Buyer with any of the terms or provisions hereofof this Agreement, will (xi) violate any provision of the governing documents Parent Certificate of Formation, the Parent Bylaws, the Buyer Articles or the certificate of incorporationBuyer Bylaws as applicable, by-laws or similar governing documents of any of Parent’s Subsidiaries(ii) assuming that the consents, approvals and filings referred to in Section 4.4 are duly obtained and/or made, (yA) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction Injunction applicable to the Parent or Buyer, or any of Parent’s Subsidiaries, their respective Subsidiaries or any of their respective properties or assets, assets or (zB) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event whichthat, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Parent or Buyer or any of Parent’s their respective Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Parent or Buyer or any of Parent’s their respective Subsidiaries is a party, party or by which they any of them or any of their respective properties or assets may be bound or affectedis bound.

Authority; No Violation. (a) Each of Parent and Citizens has full corporate power and authority to execute and deliver this AgreementAgreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Merger or the other transactions contemplated hereby have been duly, validly and unanimously approved and this Agreement duly adopted by each of the Parent Board and validly approved by the Citizens Board, and each of the Parent Board of Directors and the Citizens Board has determined that the Merger, on the terms and conditions set forth in this Agreement, is advisable and in the best interests of Parent and no other corporate proceedings on the part of Parent are necessary to approve this Agreementits shareholders. This Agreement has been duly and validly executed and delivered by Parent and Citizens and (assuming due authorization, execution and delivery by Suncrest) constitutes the Stockholder) this Agreement constitutes a valid and binding obligation of ParentParent and Citizens, enforceable against Parent and Citizens in accordance with its terms except that such enforceability (i) may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating subject to the enforcement of creditors’ rights generally Bankruptcy and Equity Exception). (iib) is subject to general principles of equity and the discretion of the court before which any proceedings seeking injunctive relief or specific performance may be brought. Neither the execution and delivery of this Agreement by ParentAgreement, nor the consummation by Parent and Citizens, as applicable, of the Merger or the other transactions contemplated hereby, nor compliance by Parent them with any of the terms or provisions hereofof this Agreement, will (xi) violate any provision of the governing documents of Parent or the certificate of incorporationArticles, by-laws Parent Bylaws or similar governing documents of any of Parent’s SubsidiariesSubsidiaries (including Citizens), or (ii) assuming that the consents, approvals and filings referred to in Section 5.04 are duly obtained and/or made, (yA) violate in any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction material respects any Law applicable to the Parent or Parent, any of Parent’s Subsidiaries, its Subsidiaries or any of their respective properties or assets, assets or (zB) violate, violate or conflict withwith in any material respect, result in a material breach of any provision of or the loss of any material benefit under, constitute a material default (or an event whichthat, with notice or lapse of time, or both, would constitute a material default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Parent or any of Parent’s its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement franchise, permit, agreement, or other instrument or obligation to which Parent or any of Parent’s its Subsidiaries is a party, party or by which they any of them or any of their respective properties or assets may be bound or affectedis bound.

Authority; No Violation. (a) No Authorization of any Governmental Authority is necessary on behalf of Parent in connection with the execution and delivery by Parent of this Agreement and the consummation by Parent of the Transaction and the other transactions contemplated hereby. Subject to receipt of the Parent Approvals, Parent has the full corporate power and authority to execute and deliver this AgreementAgreement and to consummate the Transaction and the other transactions contemplated hereby in accordance with the terms hereof. The execution and delivery of this Agreement and the consummation of the Transaction and the other transactions contemplated hereby have been duly and validly approved by the Board of Directors of Parent in accordance with the Articles of Incorporation of Parent and applicable Laws. Except for the Parent Approvals, no other corporate proceedings on the part of Parent are necessary to approve this Agreementconsummate the Transaction and the other transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent and (assuming due authorization, execution and delivery by constitutes the Stockholder) this Agreement constitutes a valid and binding obligation of Parent, Parent enforceable against Parent in accordance with its terms except that such enforceability terms. (ib) may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to the enforcement of creditors’ rights generally and (ii) is subject to general principles of equity and the discretion of the court before which any proceedings seeking injunctive relief or specific performance may be brought. Neither the execution and delivery of this Agreement by Parent, nor the consummation by Parent of the Transaction and the other transactions contemplated herebyhereby in accordance with the terms hereof, nor or compliance by Parent with any of the terms or provisions hereof, will (xi) assuming that the Parent Approvals are duly obtained, violate any provision of Parent's Articles of Incorporation or bylaws, (ii) assuming that the governing documents of Parent or the certificate of incorporationApprovals are duly obtained, by-laws or similar governing documents of violate any Law applicable to Parent, any of Parent’s Subsidiaries, (y) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Parent or any of Parent’s Subsidiaries, or any of their respective properties or assets, or (ziii) except as set forth in Parent Disclosure Schedule 6.3, violate, conflict with, result in a breach of ------------------------------ any provision of or the loss of any benefit underprovisions of, constitute a default (or an event which, with notice or lapse of time, time or both, would constitute a default) under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Parent or any of Parent’s the Parent Subsidiaries under, under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Parent or any of Parent’s the Parent Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affectedaffected except, with respect to (ii) and (iii) above, such as individually or in the aggregate will not have a Material Adverse Effect on the Parent, and which will not prevent or delay the consummation of the Transaction and the other transactions contemplated hereby. (c) Subject to receipt of the Parent Approvals, Purchaser has the full corporate power and authority to execute and deliver this Agreement and to consummate the Transaction and the other transactions contemplated hereby in accordance with the terms hereof. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors and the sole shareholder of Purchaser in accordance with the Articles of Incorporation of Purchaser and applicable Laws. Except for the Parent Approvals, no other corporate proceedings on the part of Purchaser are necessary to consummate the Transaction or the other transactions so contemplated. This Agreement has been duly and validly executed and delivered by Purchaser and constitutes the valid and binding obligation of Purchaser enforceable against Purchaser in accordance with its terms.

Authority; No Violation. (i) Parent has full the corporate power and authority to execute execute, deliver and deliver perform its obligations under this AgreementAgreement and, subject to receipt of all necessary consents and approvals of Governmental Authorities, to consummate the transactions contemplated hereby. The execution This Agreement and delivery the transactions contemplated hereby have been authorized by all necessary corporate action of Parent and Parent Board on or prior to the date hereof. Parent Board has directed that this Agreement be submitted to Parent's shareholders for approval at a meeting of such shareholders and, except for the approval and adoption of this Agreement have been duly and validly approved by the Board affirmative vote of Directors the holders of a majority of the votes cast at a meeting of Parent's shareholders at which a quorum is present, no other vote of the shareholders of Parent and no other corporate proceedings on the part of is required by law, Parent are necessary Articles, Parent Bylaws or otherwise to approve this AgreementAgreement and the transactions contemplated hereby. This Agreement Parent has been duly and validly executed and delivered by Parent this Agreement, and (assuming due authorization, execution and delivery by the Stockholder) Company, this Agreement constitutes is a valid and legally binding obligation of Parent, Parent enforceable against Parent in accordance with its terms (except that such as enforceability (i) may be limited by applicable bankruptcy, insolvency, moratorium or other reorganization, moratorium, fraudulent transfer and similar laws affecting or of general applicability relating to the enforcement of or affecting creditors’ ' rights generally and or by general equity principles). (ii) is subject Subject to general principles of equity and receipt, or the discretion making, of the court before which any proceedings seeking injunctive relief or specific consents, approvals, waivers and filings referred to in Section 5.02(e) and expiration of the related waiting periods, the execution, delivery and performance may be brought. Neither the execution and delivery of this Agreement by Parent, nor and the consummation by Parent of the transactions contemplated herebyhereby do not and will not (A) constitute a breach or violation of, nor compliance by Parent with any or a default under, the articles of the terms incorporation or provisions hereof, will bylaws (xor similar governing documents) violate any provision of the governing documents of Parent or the certificate of incorporation, by-laws or similar governing documents of any of Parent’s its Subsidiaries, (yB) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Parent or any of Parent’s its Subsidiaries, or any of their respective properties or assets, assets or (zC) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Parent or any of Parent’s its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, contract, agreement or other instrument or obligation to which Parent or any of Parent’s its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected.

Authority; No Violation. (a) Parent has full corporate power and authority to execute and deliver this AgreementAgreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by all necessary corporate action on the Board part of Directors of Parent and no Parent. No other corporate proceedings (including any approvals of Parent’s stockholders) on the part of Parent are necessary to approve this AgreementAgreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent and (assuming Parent. Assuming due authorization, execution and delivery by the Stockholder) Company, this Agreement constitutes a valid and binding obligation of Parent, enforceable against Parent in accordance with its terms terms, except that as such enforceability (i) enforcement may be limited by (i) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other similar laws Laws affecting or relating to the enforcement rights of creditors’ rights creditors generally and or (ii) is subject to the rules governing the availability of specific performance, injunctive relief or other equitable remedies, general principles of equity, regardless of whether considered in a proceeding in equity or at law, and the discretion choice of the court before which any proceedings seeking injunctive relief law or specific performance may be brought. forum. (b) Neither the execution and delivery of this Agreement by Parent, nor the consummation by Parent of the transactions contemplated hereby, nor compliance by Parent with any of the terms or provisions hereof, will (xi) violate any provision of the governing documents articles of incorporation or bylaws of Parent or (ii) assuming that the certificate of incorporation, by-laws or similar governing documents of any of Parent’s Subsidiariesconsents and approvals referred to in Section 4.4 are duly obtained, (yA) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Parent or any of Parent’s Subsidiaries, its Subsidiaries or any of their respective properties or assets, assets or (zB) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required byby or rights or obligations under, or result in the creation of any Lien upon any of the respective properties or assets of Parent or any of Parent’s its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement agreement, contract, or other instrument or obligation to which Parent or any of Parent’s its Subsidiaries is a party, or by which they or any of their respective properties properties, assets or assets business activities may be bound or affected, except (in the case of clause (ii) above) for such violations, conflicts, breaches, defaults or the loss of benefits that would not reasonably be expected to, either individually or in the aggregate, have a Parent Material Adverse Effect.

Authority; No Violation. (a) Each of Parent and Merger Sub has full corporate power and authority to execute and deliver this AgreementAgreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of Parent and no other all necessary corporate proceedings action on the part of Parent and Merger Sub. No other corporate proceedings (including any approvals of Parent’s stockholders) on the part of Parent or Merger Sub are necessary to approve this AgreementAgreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent and (assuming Merger Sub. Assuming due authorization, execution and delivery by the Stockholder) Company, this Agreement constitutes a valid and binding obligation on each of ParentParent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms terms, except that as such enforceability (i) enforcement may be limited by (i) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other similar laws Laws affecting or relating to the enforcement rights of creditors’ rights creditors generally and or (ii) is subject to the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity and the discretion of the court before which any proceedings seeking injunctive relief or specific performance may be brought. at law. (b) Neither the execution and delivery of this Agreement by ParentParent or Merger Sub, nor the consummation by either Parent or Merger Sub of the transactions contemplated hereby, nor compliance by either Parent or Merger Sub with any of the terms or provisions hereof, will (xi) violate any provision of the governing documents articles of incorporation or bylaws of Parent or Merger Sub or (ii) assuming that the certificate of incorporation, by-laws or similar governing documents of any of Parent’s Subsidiariesconsents and approvals referred to in Section 4.3 are duly obtained, (yA) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree Laws or injunction Orders of or with any Governmental Entities applicable to the Parent or any of Parent’s Subsidiaries, its Subsidiaries or any of their respective properties or assets, assets or (zB) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required byby or rights or obligations under, or result in the creation of any Lien upon any of the respective properties or assets of Parent or any of Parent’s its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement agreement, contract, or other instrument or obligation to which Parent or any of Parent’s its Subsidiaries is a party, or by which they or any of their respective properties properties, assets or assets business activities may be bound or affected, except (in the case of clause (ii) above) for such violations, conflicts, breaches, defaults or the loss of benefits that would not reasonably be expected to, either individually or in the aggregate, have a Parent Material Adverse Effect.