Common use of Authority; Non-Contravention; Approvals Clause in Contracts

Authority; Non-Contravention; Approvals. (a) The Corporation has full corporate power and authority to enter into this Agreement and, subject to the making of the Merger Filings, to consummate the transactions contemplated hereby. This Agreement has been approved by the Board of Directors of the Corporation, and no other corporate proceedings on the part of the Corporation are necessary to authorize the execution and delivery of this Agreement or the consummation by the Corporation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Corporation, and, assuming the due authorization, execution and delivery hereof by NDI and the NDI Principal Shareholders, constitutes a valid and legally binding agreement of the Corporation, enforceable against it in accordance with its terms except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization and other laws generally affecting the rights of creditors and general principles of equity and applicable state or federal laws which may affect the availability of equitable remedies. (b) The execution and delivery of this Agreement, the Principals' Agreements, the Escrow Agreement, and the Investor Statement (the Principals' Agreements, the Escrow Agreement and the Investor Statement are collectively referred to herein as the "Ancillary Documents"), by the Corporation, as applicable, does not, and the performance of this Agreement and the Ancillary Documents and the transactions contemplated hereby and thereby by the Corporation, as applicable, will not, violate, conflict with or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Corporation under any of the terms, conditions or provisions of (i) the respective Articles of Incorporation or By-Laws of the Corporation, (ii) any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court or governmental authority, domestic or foreign, applicable to the Corporation or any of its properties or assets or (iii) any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which the Corporation is now a party or by which the Corporation or any of its properties or assets may be bound. Excluded from the foregoing sentences of this clause (b) are such violations, conflicts, breaches, defaults, terminations, accelerations or creations of liens, security interests, charges or encumbrances that would not, in the aggregate, have a Corporation Material Adverse Effect. (c) Except for the making of the Merger Filings and filings with NASDAQ, no declaration, filing or registration with, or notice to, or authorization, consent or approval of, any governmental or regulatory body or authority, domestic or foreign, is necessary for the execution and delivery of this Agreement or the Ancillary Documents by the Corporation or the consummation by the Corporation of the transactions contemplated hereby or thereby, other than such declarations, filings, registrations, notices, authorizations, consents or approvals which, if not made or obtained, as the case may be, would not, in the aggregate, have a Corporation Material Adverse Effect, or affect the Corporation's ability to consummate the Merger.

Authority; Non-Contravention; Approvals. (a) The Corporation has Parent and Merger Subsidiary each have full corporate or similar power and authority to enter into this Agreement and, subject to the making of the Merger Filings, and to consummate the transactions contemplated hereby, including without limitation, the consummation of the financing of the Merger pursuant to the Financing Commitment (as defined in Section 3.05) (the "Financing"). This Agreement has and the Merger have been approved and adopted by the Board Boards of Directors of Parent and Merger Subsidiary and the Corporationsole stockholder or member of Merger Subsidiary, and no other corporate or similar proceedings on the part of the Corporation Parent or Merger Subsidiary are necessary to authorize the execution and delivery of this Agreement or the consummation by the Corporation Parent and Merger Subsidiary of the transactions contemplated hereby, including without limitation, the Financing. This Agreement has been duly executed and delivered by the Corporation, each of Parent and Merger Subsidiary and, assuming the due authorization, execution and delivery hereof by NDI and the NDI Principal ShareholdersCompany, constitutes a valid and legally binding agreement of the Corporation, each of Parent and Merger Subsidiary enforceable against it each of them in accordance with its terms terms, except as enforceability that such enforcement may be limited by subject to (i) bankruptcy, insolvency, fraudulent conveyancereorganization, moratorium, reorganization moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and other laws generally affecting the rights of creditors and (ii) general principles of equity and applicable state or federal laws which may affect the availability of equitable remediesprinciples. (b) The execution execution, delivery and delivery of this Agreement, the Principals' Agreements, the Escrow Agreement, and the Investor Statement (the Principals' Agreements, the Escrow Agreement and the Investor Statement are collectively referred to herein as the "Ancillary Documents"), by the Corporation, as applicable, does not, and the performance of this Agreement by each of Parent and Merger Subsidiary and the Ancillary Documents consummation of the Merger and the transactions contemplated hereby hereby, including without limitation the Financing, do not and thereby by the Corporation, as applicable, will not, not violate, conflict with or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time, time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or or, other than in the case of the Financing, result in the creation of any lien, security interest, charge interest or encumbrance upon any of the properties or assets of the Corporation Parent or any of its subsidiaries under any of the terms, conditions or provisions of (i) the respective Articles certificates of Incorporation incorporation or By-Laws bylaws of the CorporationParent or any of its subsidiaries, (ii) any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court or governmental authority, domestic or foreign, authority applicable to the Corporation Parent or any of its subsidiaries or any of their respective properties or assets assets, subject, in the case of consummation, to obtaining (prior to the Effective Time) the Parent Required Statutory Approvals (as defined in Section 3.02(c)), or (iii) any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind (each a "Contract" and collectively "Contracts") to which the Corporation Parent or any of its subsidiaries is now a party or by which the Corporation Parent or any of its subsidiaries or any of their respective properties or assets may be boundbound or affected. Excluded from the foregoing sentences sentence of this clause paragraph (b), insofar as it applies to the terms, conditions or provisions described in clauses (ii) and (iii) of this paragraph (b), are such violations, conflicts, breaches, defaults, terminations, accelerations or creations of liens, security interests, charges interests or encumbrances that would not, in the aggregate, not reasonably be expected to have a Corporation Parent Material Adverse EffectEffect and would not materially delay the consummation of the Merger. (c) Except for (i) the making filings by Parent required by the Xxxx- Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (ii) applicable filings, if any, with the Securities and Exchange Commission (the "SEC") pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (iii) filing of Articles of Merger with the Secretary of State of the Merger Filings State of Nevada in connection with the Merger, and (iv) filings with NASDAQand approvals by any regulatory authority with jurisdiction over the Company's gaming operations required under any Federal, state, local or foreign statute, ordinance, rule, regulation, permit, consent, approval, license, judgment, order, decree, injunction or other authorization governing or relating to the current or contemplated casino and gaming activities and operations of the Company, including the Nevada Gaming Control Act and the rules and regulations promulgated thereunder, the New Jersey Casino Control Act and the rules and regulations promulgated thereunder, the Mississippi Gaming Control Act and the rules and regulations promulgated thereunder, and the Michigan Gaming Control Act and the rules and regulations promulgated thereunder (collectively, the "Gaming Laws") (the filings and approvals referred to in clauses (i) through (iv) are collectively referred to as the "Parent Required Statutory Approvals"), no declaration, filing or registration with, or notice to, or authorization, consent or approval of, any governmental or regulatory body or authority, domestic or foreign, authority is necessary for the execution and delivery of this Agreement by Parent or the Ancillary Documents by the Corporation Merger Subsidiary or the consummation by the Corporation Parent or Merger Subsidiary of the transactions contemplated hereby or therebyhereby, including without limitation, the Financing, other than such declarations, filings, registrations, notices, authorizations, consents or approvals which, if not made or obtained, as the case may be, would not, in the aggregate, not reasonably be expected to have a Corporation Parent Material Adverse Effect, or affect Effect and would not materially delay the Corporation's ability to consummate consummation of the Merger.

Authority; Non-Contravention; Approvals. (a) The Corporation Company has full corporate all necessary power and authority to enter into execute and deliver this Agreement Agreement, to perform its obligations hereunder and, subject to obtaining the making of the Merger FilingsCompany Stockholder Approval, to consummate the Merger and the other transactions contemplated herebyby this Agreement. This Agreement has been approved The execution, delivery and performance by the Board Company of Directors this Agreement, and the consummation by the Company of the CorporationMerger and the other transactions contemplated by this Agreement, have been duly authorized by all necessary corporate action on the part of the Company, and no other corporate proceedings on the part of the Corporation Company are necessary to authorize the execution and delivery of this Agreement or to consummate the consummation Merger or the other transactions contemplated by this Agreement (other than obtaining the Company Stockholder Approval and the filing and recordation of the Certificate of Merger as required by the Corporation of the transactions contemplated herebyDGCL). This Agreement has been duly executed and delivered by the Corporation, Company and, assuming the due authorization, execution and delivery hereof by NDI Parent and the NDI Principal ShareholdersMerger Sub, constitutes a valid and legally binding agreement obligation of the Corporation, Company enforceable against it the Company in accordance with its terms terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyancereorganization, moratorium, reorganization and other laws generally moratorium or similar Laws relating to or affecting the rights and remedies of creditors generally and the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). If required by the DGCL, the affirmative vote of the holders of a majority of the outstanding Shares entitled to vote at a duly called and applicable state or federal laws which may affect held meeting of the availability Company’s stockholders will be the only vote of equitable remediesthe holders of capital stock of the Company necessary to approve and adopt this Agreement and the Merger (the “Company Stockholder Approval”). (b) The execution At a meeting duly called and delivery of this Agreementheld on [ ], 2005, the Principals' Agreements, the Escrow Agreement, and the Investor Statement Company Board (the Principals' Agreements, the Escrow i) determined that this Agreement and the Investor Statement are collectively referred to herein as other transactions contemplated hereby, including the "Ancillary Documents"), by the Corporation, as applicable, does not, Offer and the performance Table of Contents Merger, are advisable and in the best interests of the Company and the Company’s stockholders, (ii) approved and adopted this Agreement and the transactions contemplated hereby, including the Offer and the Merger and (iii) resolved to recommend approval and adoption of this Agreement and the Ancillary Documents Merger by the Company stockholders and that the Company stockholders tender their Shares pursuant to the Offer. Such determinations, approvals, resolutions and recommendations are in effect as of the date hereof. The actions taken by the Company Board constitute approval of the Offer, the Merger, this Agreement and the other transactions contemplated thereby and hereby by the Company Board under the provisions of Section 203 of the DGCL, such that Merger Sub and Parent becoming an “interested stockholder” as a result of the Offer is approved by the Company Board for purposes of Section 203 and the restrictions on “business combinations” as set forth in Section 203 of the DGCL do not apply to the Offer, this Agreement or the transactions contemplated hereby thereby or hereby. No other takeover statute or other similar statute or regulation relating to the Company is applicable to the Offer, the Merger, the Second Merger or the other transactions contemplated by this Agreement. Without giving effect to the execution of this Agreement, neither the Company nor any affiliate or associate of the Company is, or has been during the last three years, an “interested stockholder” (as defined in Section 203 of the DGCL) of Parent. (c) The execution, delivery and thereby performance of this Agreement by the Corporation, as applicable, Company and the consummation of the Offer and the Merger and the other transactions contemplated hereby do not and will not, not violate, conflict with with, give rise to the right to modify or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time, time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or require any offer to purchase or any prepayment of any debt, or result in the creation of any lienLien, security interest, charge interest or encumbrance upon any of the properties or assets of the Corporation Company or any of its Subsidiaries under any of the terms, conditions or provisions of (i) the respective Articles certificate of Incorporation incorporation or By-Laws bylaws or similar governing documents of the CorporationCompany or any of its Subsidiaries, (ii) any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court or governmental authority, domestic or foreign, Governmental Entity applicable to the Corporation Company or any of its Subsidiaries or any of their respective properties or assets assets, subject in the case of consummation, to obtaining the Company Required Statutory Approvals and the Company Stockholder Approval, or (iii) any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease Company Permit or other instrument, obligation or agreement of any kind Contract to which the Corporation Company or any of its Subsidiaries is now a party or by which the Corporation Company or any of its Subsidiaries or any of their respective properties or assets may be bound. Excluded from bound or affected, other than, in the foregoing sentences case of this clause (bii) are and (iii) above, such violations, conflicts, rights to modify, breaches, defaults, terminations, accelerations or creations of liensLiens, security interests, charges interests or encumbrances that would not, individually or in the aggregate, reasonably be expected to have a Corporation Company Material Adverse Effect. (cd) Except for (i) the making filings by the Company required by the HSR Act, (ii) the filings by the Company required by Antitrust Laws of foreign jurisdictions, (iii) the applicable requirements of the Exchange Act, (iv) the filing of the Certificate of Merger Filings and (v) any required filings with NASDAQunder the rules and regulations of the NASDAQ National Market (the filings and approvals referred to in clauses (i) through (v) collectively, the “Company Required Statutory Approvals”), no declaration, filing or registration with, or notice to, or authorization, consent or approval of, any governmental or regulatory body or authority, domestic or foreign, Governmental Entity is necessary for the execution and delivery of this Agreement or the Ancillary Documents by the Corporation Company or the consummation by the Corporation Company of the Merger or the other transactions contemplated hereby or therebyhereby, other than such declarations, filings, registrations, notices, authorizations, consents or approvals which, if not made or obtained, as the case may be, would not, individually or in the aggregate, reasonably be expected to have a Corporation Company Material Adverse Effect, or affect the Corporation's ability to consummate the Merger.

Authority; Non-Contravention; Approvals. (a) The Corporation has Buyer and Merger Sub each have full corporate power and authority to enter into this Agreement and, subject to the making of the Merger Filings, and to consummate the Merger and the other transactions contemplated hereby. This Agreement has been approved by the Board Boards of Directors of Buyer and Merger Sub and the Corporationsole shareholder of Merger Sub, and no other corporate proceedings on the part of the Corporation Buyer or Merger Sub are necessary to authorize the execution and delivery of this Agreement or the consummation by the Corporation Buyer and Merger Sub of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Corporationeach of Buyer and Merger Sub, and, assuming the due authorization, execution and delivery hereof by NDI and the NDI Principal ShareholdersCompany, constitutes a valid and legally binding agreement of the Corporation, each of Buyer and Merger Sub enforceable against it each of them in accordance with its terms except as enforceability may be limited by terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, moratoriuminsolvency, reorganization reorganization, moratorium and other laws similar Legal Requirements now or hereafter in effect relating to or affecting creditors’ rights and remedies generally affecting the rights of creditors and to general principles of equity and applicable state or federal laws which may affect the availability of equitable remediesequity. (b) The execution execution, delivery and delivery of this Agreement, the Principals' Agreements, the Escrow Agreement, and the Investor Statement (the Principals' Agreements, the Escrow Agreement and the Investor Statement are collectively referred to herein as the "Ancillary Documents"), by the Corporation, as applicable, does not, and the performance of this Agreement by each of Buyer and Merger Sub and the Ancillary Documents consummation of the Merger and the other transactions contemplated hereby do not and thereby by the Corporation, as applicable, will not, not violate, conflict with or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time, time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any lien, security interest, charge or encumbrance Encumbrance upon any of the properties or assets of the Corporation Buyer or any of its subsidiaries under any of the terms, conditions or provisions of (i) the respective Certificate of Incorporation or Articles of Incorporation or By-Laws Bylaws of the CorporationBuyer or Merger Sub, (ii) any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license Legal Requirement of any court or governmental authority, domestic or foreign, Governmental Entity applicable to the Corporation Buyer or Merger Sub or any of its their respective properties or assets assets, or (iii) any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind Contract to which the Corporation Buyer or Merger Sub is now a party or by which the Corporation Buyer or Merger Sub or any of its their respective properties or assets may be bound. Excluded from the foregoing sentences of this clause (b) are such violations, conflicts, breaches, defaults, terminations, accelerations bound or creations of liens, security interests, charges or encumbrances that would not, in the aggregate, have a Corporation Material Adverse Effectaffected. (c) Except for (i) the making Merger Filing, and (ii) the filing of such reports or schedules under Section 13 of the Merger Filings Exchange Act as may be required in connection with this Agreement and filings the transactions contemplated hereby , Buyer is not required to make any filing with NASDAQ, no declaration, filing or registration with, or give any notice to, or authorization, to obtain any consent or approval offrom, any governmental or regulatory body or authority, domestic or foreign, is necessary for the Person in connection with Buyer’s execution and delivery of this Agreement or the Ancillary Documents by the Corporation or the consummation by the Corporation of the transactions contemplated hereby by this Agreement, except where failure to obtain such consents, give notice or therebyfiling which would not delay consummation of the Merger or otherwise prevent the Company from performing its obligations under this Agreement or is not reasonably likely to have, other than such declarations, filings, registrations, notices, authorizations, consents individually or approvals which, if not made or obtained, as the case may be, would not, in the aggregate, have a Corporation Material Adverse Effect, or affect the Corporation's ability to consummate the Merger.

Authority; Non-Contravention; Approvals. (a) The Corporation Company has full the requisite corporate power and authority to enter into this Agreement and, subject and to the making of the Merger Filings, perform its obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been approved by the Board of Directors of the Corporation, and no other corporate proceedings on the part of the Corporation are necessary to authorize the The execution and delivery of this Agreement or by Company, the performance by Company of its obligations hereunder and the consummation by the Corporation Company of the transactions contemplated herebyhereby have been duly authorized by all necessary corporate action on the part of Company, subject only to Company Stockholders’ Written Consent and the filing and recordation of the Certificate of Merger pursuant to Delaware Law. The affirmative vote of the holders of the Company Requisite Vote is the only vote of the holders of any class or series of Company Capital Stock necessary to adopt this Agreement and approve the Merger and all other transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by the Corporation, Company and, assuming the due authorization, execution and delivery hereof by NDI Parent and the NDI Principal ShareholdersMerger Sub, constitutes a the valid and legally binding agreement obligation of the CorporationCompany, enforceable against it in accordance with its terms terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization bankruptcy and other similar laws generally affecting the rights of creditors and general principles of equity and applicable state or federal laws which may affect the availability of equitable remediesequity. (b) The execution and delivery of this Agreement, the Principals' Agreements, the Escrow Agreement, and the Investor Statement (the Principals' Agreements, the Escrow Agreement and the Investor Statement are collectively referred to herein as the "Ancillary Documents"), by the Corporation, as applicable, Company does not, and the performance of this Agreement and the Ancillary Documents and the transactions contemplated hereby and thereby by the Corporation, as applicable, Company will not, violate(i) conflict with or violate the certificate of incorporation or bylaws of Company, (ii) subject to obtaining the Company Stockholders’ Written Consent, conflict with or violate any Legal Requirement applicable to Company, except for any such conflicts or violations that would not, individually or in the aggregate, have a Company Material Adverse Effect, or (iii) result in a any breach of any provision of, or constitute a default (or an event which, that with notice or lapse of time, time or both, both would constitute become a default) under, or result in impair the termination ofrights of Company or alter the rights or obligations of any third party thereunder, or accelerate the performance required bygive to others any rights of termination, amendment, acceleration or result in a right of termination or acceleration undercancellation of, or result in the creation of any lien, security interest, charge or encumbrance upon a Lien on any of the properties or assets of the Corporation under any of the terms, conditions or provisions of (i) the respective Articles of Incorporation or By-Laws of the Corporation, (ii) any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court or governmental authority, domestic or foreign, applicable to the Corporation or any of its properties or assets or (iiiproperties of Company pursuant to, any Company Contract other than as disclosed in Section 2.3(b) any noteon the Company Disclosure Schedule, bondexcept, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which the Corporation is now a party or by which the Corporation or any of its properties or assets may be bound. Excluded from the foregoing sentences for purposes of this clause (b) are such violationsiii), conflicts, breaches, defaults, terminations, accelerations or creations of liens, security interests, charges or encumbrances that as would not, individually or in the aggregate, have a Corporation Company Material Adverse Effect. (c) Except for the making of the Merger Filings and filings with NASDAQNo material consent, no declarationapproval, filing order or registration withauthorization of, or notice toregistration, declaration or authorization, consent filing with any Governmental Body is required by or approval of, any governmental or regulatory body or authority, domestic or foreign, is necessary for to the Company in connection with the execution and delivery of this Agreement or the Ancillary Documents by the Corporation or the consummation by the Corporation of the transactions contemplated hereby or therebyhereby, other than such declarations, filings, registrations, notices, authorizations, consents or approvals which, if not made or obtained, as except for the case may be, would not, in filing of the aggregate, have a Corporation Material Adverse Effect, or affect Certificate of Merger with the Corporation's ability to consummate Secretary of State of the MergerState of Delaware.

Authority; Non-Contravention; Approvals. (a) The Corporation Purchaser has full all requisite corporate power and authority to enter into execute and deliver this Agreement and, subject and the Transaction Documents and to the making of the Merger Filings, to consummate perform the transactions contemplated herebyby this Agreement and the Transaction Documents. This The execution and delivery of this Agreement has and the Transaction Documents and the performance by Purchaser of the transactions contemplated by this Agreement and the Transaction Documents have been approved by the Board of Directors and requisite shareholders of the CorporationPurchaser, and no other corporate proceedings on the part of the Corporation Purchaser are necessary to authorize the execution and delivery of this Agreement or the consummation Transaction Documents and the performance by the Corporation Purchaser of the transactions contemplated herebyby this Agreement and the Transaction Documents. This Agreement has been been, and upon their execution the Transaction Documents will be, duly executed and delivered by the Corporation, Purchaser and, assuming the due authorization, execution and delivery hereof by NDI of this Agreement and the NDI Principal ShareholdersTransaction Documents by Seller constitutes, constitutes a and upon their execution the Transaction Documents will constitute, valid and legally binding agreement obligations of the Corporation, Purchaser enforceable against it Purchaser in accordance with its terms except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization and other laws generally affecting the rights of creditors and general principles of equity and applicable state or federal laws which may affect the availability of equitable remediestheir respective terms. (b) The execution and delivery of this Agreement, the Principals' Agreements, the Escrow Agreement, and the Investor Statement (the Principals' Agreements, the Escrow Agreement and the Investor Statement are collectively referred to herein as the "Ancillary Documents"), by the Corporation, as applicable, does not, and the performance Purchaser of this Agreement and the Ancillary Transaction Documents and the performance of the transactions contemplated hereby by this Agreement and thereby by the Corporation, as applicable, Transaction Documents do not and will not, violate, not (i) conflict with or result in a breach of any provision of, provisions of the articles of incorporation or bylaws of Purchaser; (ii) result in a violation or breach of or constitute a default (or an event which, with or without notice or lapse of time, time or both, would constitute a default) under, or result in the termination of, or the loss of a benefit under or accelerate the performance required by, or result in a right of termination termination, modification, cancellation or acceleration under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Corporation under any of the terms, conditions or provisions of (i) the respective Articles of Incorporation or By-Laws of the Corporation, (ii) any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court or governmental authority, domestic or foreign, applicable to the Corporation or any of its properties or assets or (iii) any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease contract or other instrument, obligation or agreement instrument of any kind to which the Corporation Purchaser or any of its subsidiaries is now a party or by which the Corporation Purchaser or any of its subsidiaries or any of their respective properties or assets may be bound. Excluded from the foregoing sentences bound or affected; or (iii) violate any order, writ, injunction, decree, statute, treaty, rule or regulation applicable to Purchaser or any of this clause (b) are such violations, conflicts, breaches, defaults, terminations, accelerations or creations of liens, security interests, charges or encumbrances that would not, its Subsidiaries other than in the aggregate, have case of clauses (ii) and (iii) above as would not reasonably be expected to result in a Corporation Purchaser Material Adverse Effect. (c) Except for the making of the Merger Filings and filings with NASDAQ, no No declaration, filing or registration with, or notice to, or authorization, consent consent, order or approval of, any governmental Governmental Authority is required to be obtained or regulatory body made in connection with or authority, domestic or foreign, is necessary for as a result of the execution and delivery of this Agreement and the Transaction Documents by Purchaser or the Ancillary Documents performance by the Corporation or the consummation by the Corporation Purchaser of the transactions contemplated hereby or therebyby this Agreement and the Transaction Documents, other than such declarations, filings, registrations, notices, authorizations, consents or approvals which, if not made or obtained, as the case may be, would not, could not reasonably be expected to result in the aggregate, have a Corporation Purchaser Material Adverse Effect, or affect the Corporation's ability to consummate the Merger.

Authority; Non-Contravention; Approvals. (a) The Corporation has Parent and Newco each have full limited liability company and corporate (as the case may be) power and authority to enter into execute and deliver this Agreement and, subject to the making of the Merger FilingsAgreement, to consummate the transactions contemplated hereby. This Agreement has been approved by the Managers of Parent and the Board of Directors Director of the CorporationNewco, and no other limited liability company or corporate proceedings on the part of the Corporation Parent or Newco are necessary to authorize the execution and delivery of this Agreement or the consummation by the Corporation Parent and Newco of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Corporationeach of Parent and Newco, and, assuming the due authorization, execution and delivery hereof by NDI Principal, PSIL, CCORE, and the NDI Principal ShareholdersCFLP, constitutes a valid and legally binding agreement of the Corporation, each of Parent and Newco enforceable against it each of them in accordance with its terms terms, except as enforceability that such enforcement may be limited by subject to (i) bankruptcy, insolvency, fraudulent conveyancereorganization, moratorium, reorganization moratorium or other similar laws affecting or relating to enforcement of creditors’ rights generally and other laws generally affecting the rights of creditors and (ii) general principles of equity and applicable state or federal laws which may affect the availability of equitable remediesprinciples. (b) The execution and delivery of this Agreement, the Principals' Agreements, the Escrow Agreement, Agreement by each of Parent and Newco and the Investor Statement (the Principals' Agreements, the Escrow Agreement consummation by each of Parent and the Investor Statement are collectively referred to herein as the "Ancillary Documents"), by the Corporation, as applicable, does not, and the performance Newco of this Agreement and the Ancillary Documents and the transactions contemplated hereby do not and thereby by the Corporation, as applicable, will not, violate, conflict with not violate or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time, time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Parent or the Corporation Newco under any of the terms, conditions or provisions of (i) the respective Articles charters or bylaws of Incorporation Parent or By-Laws of the CorporationNewco, (ii) any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court or governmental authority, domestic or foreign, authority applicable to Parent or the Corporation Newco or any of its their respective properties or assets assets, or (iii) any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which the Corporation Parent or Newco is now a party or by which the Corporation Parent or Newco or any of its their respective properties or assets may be bound. Excluded from the foregoing sentences of this clause (b) are such violations, conflicts, breaches, defaults, terminations, accelerations bound or creations of liens, security interests, charges or encumbrances that would not, in the aggregate, have a Corporation Material Adverse Effectaffected. (c) Except for the making of the Merger Filings and filings with NASDAQ, no No declaration, filing or registration with, or notice to, or authorization, consent or approval of, any governmental or regulatory body or authority, domestic or foreign, authority is necessary for the execution and delivery of this Agreement by Parent or the Ancillary Documents by the Corporation Newco or the consummation by the Corporation Parent or Newco of the transactions contemplated hereby or thereby, other than such declarations, filings, registrations, notices, authorizations, consents or approvals which, if not made or obtained, as the case may be, would not, in the aggregate, have a Corporation Material Adverse Effect, or affect the Corporation's ability to consummate the Mergerhereby.

Authority; Non-Contravention; Approvals. (a) The Corporation has full Parent and Merger Sub have all requisite corporate power and authority to enter into and deliver this Agreement and, subject and to the making of the Merger Filings, carry out their obligations hereunder and to consummate the transactions contemplated herebyTransactions. This Agreement has and the Transactions have been approved by the Board respective boards of Directors directors of Parent and Merger Sub and by Parent as the Corporation, sole stockholder of Merger Sub and no other corporate proceedings on the part of the Corporation Parent or Merger Sub are necessary to authorize the execution and delivery of this Agreement or and the consummation by the Corporation Parent and Merger Sub of the transactions contemplated herebyTransactions. This Agreement has been duly executed and delivered by the Corporation, Parent and Merger Sub and, assuming the due authorization, execution and delivery hereof thereof by NDI and the NDI Principal ShareholdersCompany, constitutes a valid and legally binding agreement obligation of the Corporation, Parent and Merger Sub enforceable against it each of them in accordance with its terms terms, except as enforceability such enforcement may be limited by (i) bankruptcy, insolvency, fraudulent conveyancereorganization, moratorium, reorganization moratorium or other similar Laws affecting or relating to enforcement of creditors’ rights generally and other laws generally affecting the rights of creditors and (ii) general principles of equity and applicable state or federal laws which may affect the availability of equitable remediesprinciples. (b) The execution and delivery of this Agreement, the Principals' Agreements, the Escrow Agreement, Agreement by each of Parent and Merger Sub and the Investor Statement consummation by each of Parent and Merger Sub of the Transactions do not and will not (i) violate or conflict with the Principals' Agreementsrespective charters or bylaws of Parent and Merger Sub, (ii) assuming compliance with the Escrow Agreement matters and the Investor Statement are collectively requirements referred to herein as the "Ancillary Documents"in Section 6.2(c)(i), result in any failure by the Corporation, as applicable, does not, and the performance Parent or Merger Sub to comply with any Law applicable to Parent or Merger Sub or any of this Agreement and the Ancillary Documents and the transactions contemplated hereby and thereby by the Corporation, as applicable, will not, their respective properties or assets or (iii) violate, conflict with or result in a breach of any provision of, or constitute a default (or an event whichthat, with notice or lapse of time, time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required byby Parent or Merger Sub under, or result in a right of termination or acceleration under, give rise to any obligation to make payments or provide compensation under, result in the creation of any lien, security interest, charge or encumbrance Lien upon any of the properties or assets of the Corporation under Parent or Merger Sub under, or give rise to any obligation to obtain any third-party consent or provide any notice to any Person under, any of the terms, conditions or provisions of (i) the respective Articles of Incorporation or By-Laws of the Corporation, (ii) any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court or governmental authority, domestic or foreign, applicable to the Corporation or any of its properties or assets or (iii) any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease lease, partnership agreement, joint venture agreement or other instrument, obligation or agreement of any kind to which the Corporation Parent or Merger Sub is now a party or by which the Corporation or any of its properties or assets may be bound. Excluded from the foregoing sentences of this clause except, with respect to clauses (bii) are and (iii), such violationsfailure to comply, conflicts, breachesviolations, defaultstriggering of payments, terminations, accelerations accelerations, Liens, encumbrances, notices, permits, authorizations, consents, approvals, breaches or creations of liensdefaults that, security interests, charges individually or encumbrances that would not, in the aggregate, would not reasonably be expected to have a Corporation Parent Material Adverse Effect. (c) Except for the making of the Merger Filings and filings with NASDAQ, no No declaration, filing or registration with, or notice to, or authorization, consent or approval of, any governmental or regulatory body or authority, domestic or foreign, Governmental Entity is necessary for the execution and or delivery of this Agreement by Parent or the Ancillary Documents by the Corporation Merger Sub or the consummation by the Corporation Parent or Merger Sub of the transactions contemplated hereby Transactions, except (i) (A) for the Required Statutory Approvals, (B) as may be required by the Securities Act, the Exchange Act and the rules and regulations thereunder (including the filing with the SEC of the Schedule TO), (C) as may be required by the New York Stock Exchange, Nasdaq or therebyany other applicable national securities exchange, other than (D) as may be required by the NRS (including the filing of appropriate merger documents and, if applicable, the receipt of the Company Stockholder Approval) and (E) as may be required under applicable state securities or “blue sky” laws or (ii) where the failure to make such declarationsdeclaration, filingsfilings or registration or notifications to obtain such authorization, registrations, notices, authorizationspermits, consents or approvals whichapprovals, if not made individually or obtained, as the case may be, would not, in the aggregate, would not reasonably be expected to have a Corporation Parent Material Adverse Effect, or affect the Corporation's ability to consummate the Merger.

Authority; Non-Contravention; Approvals. (a) The Corporation Company has full corporate power and authority to enter into this Agreement and the CVR Agreement and, subject to the making approval of the Merger Filingsstockholders of the Company if required by the DGCL (the "COMPANY STOCKHOLDER APPROVAL"), to consummate the transactions contemplated herebyhereby and thereby. This Agreement has and the CVR Agreement have been approved by the Board of Directors of the CorporationCompany, and no other corporate proceedings on the part of the Corporation Company are necessary to authorize the execution and delivery of this Agreement or the CVR Agreement or, except for the Company Stockholder Approval (if required by the DGCL), the consummation by the Corporation Company of the transactions contemplated herebyhereby and thereby. This Each of this Agreement and the CVR Agreement has been duly executed and delivered by the CorporationCompany, and, assuming the due authorization, execution and delivery hereof and thereof by NDI Parent and the NDI Principal ShareholdersMerger Sub, constitutes a valid and legally binding agreement of the CorporationCompany, enforceable against it the Company in accordance with its terms terms, except as enforceability that such enforcement may be limited by subject to (i) bankruptcy, insolvency, fraudulent conveyancereorganization, moratorium, reorganization moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and other laws generally affecting the rights of creditors and (ii) general principles of equity and applicable state or federal laws which may affect the availability of equitable remediesprinciples. (b) The execution execution, delivery and delivery of this Agreement, the Principals' Agreements, the Escrow Agreement, and the Investor Statement (the Principals' Agreements, the Escrow Agreement and the Investor Statement are collectively referred to herein as the "Ancillary Documents"), by the Corporation, as applicable, does not, and the performance of this Agreement and the Ancillary Documents CVR Agreement by the Company and the consummation of the transactions contemplated hereby and thereby by the Corporation, as applicable, do not and will not, not violate, conflict with or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time, time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or require any offer to purchase or any prepayment of any debt or result in the creation of any lien, security interest, charge interest or encumbrance upon any of the properties or assets of the Corporation Company or any of its Subsidiaries, or the loss of any asset, right or benefit of the Company or any of its Subsidiaries under any of the terms, conditions or provisions of (i) the respective Articles certificates of Incorporation incorporation or By-Laws bylaws or similar organizational documents of the CorporationCompany or any of its Subsidiaries, (ii) any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court or governmental authority, domestic or foreign, authority applicable to the Corporation Company or any of its Subsidiaries or any of their respective properties or assets assets, subject in the case of consummation, to obtaining (prior to the Acceptance Date) the Company Required Statutory Approvals and prior to the Effective Time, the Company Stockholder Approval, or (iii) any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind Contract to which the Corporation Company or any of its Subsidiaries is now a party or by which the Corporation Company or any of its Subsidiaries or any of their respective properties or assets may be bound. Excluded from bound or affected, other than, in the foregoing sentences case of this clause (bii) are and (iii) above, such violations, conflicts, breaches, defaults, terminations, accelerations or creations of liens, security interests, charges interests or encumbrances that would notnot reasonably be expected to have, individually or in the aggregate, have a Corporation Company Material Adverse EffectEffect or prevent or materially impede or delay the consummation of the Offer, the Merger or the other transactions contemplated hereby and thereby. (c) Except for (i) any filings by the making Company that may be required by the HSR Act, (ii) any filings by the Company required by, and approvals under, Foreign Antitrust Laws, (iii) the applicable requirements of the Merger Filings Exchange Act and the Securities Act, if any, (iv) the filing and recordation of appropriate merger documents as required by the DGCL, (v) any filings with NASDAQor approvals from authorities required solely by virtue of the jurisdictions in which Parent or its Subsidiaries conduct any business or own any assets and (vi) any required filings with or approvals from applicable domestic or foreign environmental authorities (the filings and approvals referred to in clauses (i) through (vi) are collectively referred to herein as the "COMPANY REQUIRED STATUTORY APPROVALS"), no declaration, filing or registration with, or notice to, or authorization, consent or approval of, any governmental or regulatory body or authority, domestic or foreign, authority is necessary for the execution and delivery of this Agreement or the Ancillary Documents CVR Agreement by the Corporation Company or the consummation by the Corporation Company of the transactions contemplated hereby or thereby, other than such declarations, filings, registrations, notices, authorizations, consents or approvals which, if not made or obtained, as the case may be, would not, (x) individually and in the aggregate, would not prevent or materially impede or delay the ability of the Company to perform its obligations under this Agreement or the CVR Agreement or prevent or materially impede or delay the consummation of the Offer, the Merger and the other transactions contemplated hereby or thereby, (y) would not reasonably be expected to have a Corporation Company Material Adverse EffectEffect or (z) subject the Company or any of its Subsidiaries or any its or their officers, directors or affect employees to any criminal liability. (d) The Board of Directors of the CorporationCompany, at a meeting duly called and held, duly and unanimously adopted resolutions that are still in full force and effect as of the date hereof and, subject to SECTION 5.03 of this Agreement, will remain in full force and effect, (i) approving and declaring advisable the Offer, the Merger, this Agreement, the CVR Agreement and the transactions contemplated hereby and thereby, (ii) declaring that it is in the best interests of the Company's ability to stockholders that the Company enter into this Agreement and the CVR Agreement and consummate the MergerOffer, the Merger and the other transactions contemplated hereby and thereby, on the terms and subject to the conditions set forth in this Agreement, (iii) recommending that the Company's stockholders accept the Offer, tender their shares pursuant to the Offer and approve and adopt this Agreement (if required by applicable law), (iv) approving the acquisition of the shares of the Company Common Stock by Parent or Merger Sub pursuant to the Offer, the Top-Up Option and the Merger and the other transactions contemplated by this - 19 - Agreement and by the CVR Agreement and (v) exempting this Agreement and the transactions contemplated hereby from the restrictions of Section 203 of the DGCL.

Authority; Non-Contravention; Approvals. (a) The Corporation Each of the Shareholders and the Seller has full the power, corporate power or otherwise, and authority to enter into execute, deliver and perform this Agreement and, subject to and the making Plan of the Merger Filings, and to consummate the transactions contemplated herebyTransactions. This The execution and delivery of this Agreement has and the Plan of Merger, and the consummation by each of the Shareholders and the Seller of the Transactions, have been duly authorized and approved by the Board Shareholders and, as to NTS-Inc. and the Seller, by their respective Boards of Directors of the CorporationDirectors, and no other corporate proceedings on the part of the Corporation are necessary to authorize the execution and delivery of this Agreement or and the consummation by each Shareholder or the Corporation Seller of the transactions contemplated herebyTransactions. This Each of this Agreement and the Plan of Merger has been duly and validly executed and delivered by each Shareholder and the Corporation, Seller and, assuming the due authorization, execution and delivery hereof and thereof by NDI the Buyer, Merger Sub and the NDI Principal Shareholderseach other party hereto, constitutes a valid and legally binding agreement of such Shareholder and the CorporationSeller, enforceable against it such Shareholder and the Seller, in accordance with its terms terms, except as enforceability that such enforcement may be limited by subject to (a) bankruptcy, insolvency, fraudulent conveyancereorganization, moratorium, reorganization moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and other laws generally affecting the rights of creditors and (b) general principles of equity and applicable state or federal laws which may affect the availability of equitable remediesprinciples. (b) The execution and delivery of this Agreement, the Principals' Agreements, the Escrow Agreement, Agreement by each Shareholder and the Investor Statement (the Principals' Agreements, the Escrow Agreement and the Investor Statement are collectively referred to herein as the "Ancillary Documents"), by the Corporation, as applicable, does Seller do not, and the performance of this Agreement consummation by each Shareholder and the Ancillary Documents and Seller of the transactions contemplated hereby and thereby by the Corporation, as applicable, Transactions will not, violate, conflict with or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time, time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Corporation Company under any of the terms, conditions or provisions of (i) as to NTS-Inc. and the Seller, the respective Articles of Incorporation charters, operating agreement or Byby-Laws laws of the CorporationCompany, NTS-Inc. and the Seller, and as to all Shareholders and the Seller, (ii) any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court or governmental authority, domestic or foreign, authority applicable to the Corporation Company or any of its properties or assets assets, or (iii) any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which the Corporation Company is now a party or by which the Corporation Company or any of its properties or assets may be bound. Excluded from the foregoing sentences of this clause (b) are such violations, conflicts, breaches, defaults, terminations, accelerations bound or creations of liens, security interests, charges or encumbrances that would not, in the aggregate, have a Corporation Material Adverse Effectaffected. (c) Except for Other than the making filing with the Delaware Secretary of State of the Merger Filings Certificate of Merger, as to each Shareholder and filings with NASDAQthe Seller, no declaration, filing or registration with, or notice to, or authorization, consent consent, permit or approval of, any governmental or regulatory body or authority, domestic or foreign, Governmental Entity is necessary for the execution and execution, delivery or performance of this Agreement and the Plan of Merger by such Shareholder or the Ancillary Documents Seller or consummation by the Corporation such Shareholder or the consummation by the Corporation Seller of the transactions contemplated hereby Transactions. No consent of any party to any contract, agreement, instrument, lease, license, arrangement or thereby, other than such declarations, filings, registrations, notices, authorizations, consents understanding to which any Shareholder or approvals which, if not made or obtained, as the case may be, would not, in the aggregate, have Seller is a Corporation Material Adverse Effectparty, or affect to which any of its or his properties or assets are subject, is required for the Corporation's ability to consummate execution, delivery or performance of this Agreement and the Plan of Merger.

Authority; Non-Contravention; Approvals. (a) The Corporation Company has full the requisite corporate power and authority to enter into this Agreement and, subject to the making of Company Stockholders' Approval (as defined in Section 6.01(a)) with respect solely to the Merger FilingsMerger, to consummate the transactions contemplated hereby. This Agreement has and the Merger have been approved and adopted by the Board of Directors of the CorporationCompany, and no other corporate proceedings on the part of the Corporation Company are necessary to authorize the execution and delivery of this Agreement or or, except for the Company Stockholders' Approval with respect solely to the Merger, the consummation by the Corporation Company of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the CorporationCompany, and, assuming the due authorization, execution and delivery hereof by NDI Parent and the NDI Principal ShareholdersMerger Subsidiary, constitutes a valid and legally binding agreement of the CorporationCompany, enforceable against it the Company in accordance with its terms terms, except as enforceability that such enforcement may be limited by subject to (i) bankruptcy, insolvency, fraudulent conveyancereorganization, moratoriummoratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and (ii) general equitable principles. The execution, reorganization delivery and other laws generally affecting the rights of creditors and general principles of equity and applicable state or federal laws which may affect the availability of equitable remedies. (b) The execution and delivery of this Agreement, the Principals' Agreements, the Escrow Agreement, and the Investor Statement (the Principals' Agreements, the Escrow Agreement and the Investor Statement are collectively referred to herein as the "Ancillary Documents"), by the Corporation, as applicable, does not, and the performance of this Agreement by the Company and the Ancillary Documents consummation of the Merger and the transactions contemplated hereby do not and thereby by the Corporation, as applicable, will not, not violate, conflict with or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time, time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, contractually require any offer to purchase or any prepayment of any debt, or result in the creation of any lien, security interest, charge interest or encumbrance upon any of the properties or assets of the Corporation Company or any of its subsidiaries under any of the terms, conditions or provisions of (i) the respective Articles articles or certificates of Incorporation incorporation or By-Laws bylaws or other governing instruments of the CorporationCompany or any of its Material Subsidiaries, (ii) any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court or governmental authority, domestic or foreign, authority applicable to the Corporation Company or any of its subsidiaries or any of their respective properties or assets assets, subject, in the case of consummation, to obtaining (prior to the Effective Time) the Company Required Statutory Approvals (as defined in Section 4.04(c)) and the Company Stockholders' Approval, or (iii) any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind Contract to which the Corporation Company or any of its subsidiaries is now a party or by which the Corporation Company or any of its subsidiaries or any of their respective properties or assets may be bound. Excluded bound or affected, subject, in the case of consummation, to obtaining (prior to the Effective Time) consents required from commercial lenders, lessors or other third parties as specified in Section 4.04(b) of the foregoing sentences of this Company Disclosure Schedule, except, with respect to any item referred to in clause (bii) are or (iii), for any such violationsviolation, conflictsconflict, breachesbreach, defaultsdefault, terminationstermination, accelerations acceleration or creations creation of liens, security interests, charges interests or encumbrances that would notnot reasonably be expected, individually or in the aggregate, to have a Corporation Company Material Adverse Effect. (c) Effect and would not materially delay the consummation of the Merger. Except for (i) the making filings by the Company required by the HSR Act, (ii) the filing of the Proxy Statement and the Transaction Statement with the SEC pursuant to the Exchange Act, (iii) the filing of Articles of Merger Filings and with the Secretary of State of the State of Colorado in connection with the Merger, (iv) any filings with NASDAQor approvals from authorities required solely by virtue of the jurisdictions in which Parent or its subsidiaries conduct any business or own any assets, and (v) filings with and approvals in respect of Gaming Laws (the filings and approvals referred to in clauses (i) through (v) and those disclosed in Section 4.04(c) of the Company Disclosure Schedule being collectively referred to as the "Company Required Statutory Approvals"), no declaration, filing or registration with, or notice to, or authorization, consent or approval of, any governmental or regulatory body or authority, domestic or foreign, authority is necessary for the execution and delivery of this Agreement or the Ancillary Documents by the Corporation Company or the consummation by the Corporation Company of the transactions contemplated hereby or therebyhereby, other than such declarations, filings, registrations, notices, authorizations, consents or approvals which, if not made or obtained, as the case may be, would notnot reasonably be expected, individually or in the aggregate, to have a Corporation Company Material Adverse Effect, or affect Effect and would not materially delay the Corporation's ability to consummate consummation of the Merger.

Authority; Non-Contravention; Approvals. (a) The Corporation Such Shareholder has full corporate power and authority to enter into execute and deliver this Agreement andand to sell, subject to transfer and deliver the making shares of Common Stock of the Merger FilingsCompany to be sold by such Shareholder. If such Shareholder is an entity, to consummate the transactions contemplated hereby. This this Agreement has been approved by the Board board of Directors directors, general partner(s) or manager(s)/member(s), as applicable, of the Corporationsuch Shareholder, and no other corporate proceedings on the part of the Corporation such Shareholder are necessary to authorize the execution and delivery of this Agreement or the consummation by the Corporation such Shareholder of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Corporation, such Shareholder and, assuming the due authorization, execution and delivery hereof by NDI and the NDI Principal ShareholdersPurchaser, constitutes a valid and legally binding agreement of the Corporationsuch Shareholder, enforceable against it such Shareholder in accordance with its terms terms, except as enforceability that such enforcement may be limited by subject to (a) bankruptcy, insolvency, fraudulent conveyancereorganization, moratorium, reorganization moratorium or other similar laws affecting or relating to enforcement of creditors’ rights generally and other laws generally affecting the rights of creditors and (b) general principles of equity and applicable state or federal laws which may affect the availability of equitable remediesprinciples. (b) The execution and delivery of this Agreement, the Principals' Agreements, the Escrow Agreement, Agreement by such Shareholder and the Investor Statement (the Principals' Agreements, the Escrow Agreement and the Investor Statement are collectively referred to herein as the "Ancillary Documents"), consummation by the Corporation, as applicable, does not, and the performance such Shareholder of this Agreement and the Ancillary Documents and the transactions contemplated hereby do not and thereby by the Corporation, as applicable, will not, violate, conflict with not violate or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time, time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Corporation under any of the terms, conditions or provisions of (i) the respective Articles of Incorporation under any material agreement or By-Laws of the Corporation, instrument to which such Shareholder is bound or (ii) any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court or governmental authority, domestic or foreign, Governmental Authority applicable to the Corporation or any of its properties or assets or (iii) any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which the Corporation is now a party or by which the Corporation or any of its properties or assets may be bound. Excluded from the foregoing sentences of this clause (b) are such violations, conflicts, breaches, defaults, terminations, accelerations or creations of liens, security interests, charges or encumbrances that would not, in the aggregate, have a Corporation Material Adverse EffectShareholder. (c) Except for the making of the Merger Filings and filings with NASDAQ, no No declaration, filing or registration with, or notice to, or authorization, consent or approval of, any governmental or regulatory body or authority, domestic or foreign, Governmental Authority is necessary for the execution and delivery of this Agreement or the Ancillary Documents by the Corporation such Shareholder or the consummation by the Corporation such Shareholder of the transactions contemplated hereby or thereby, other than such declarations, filings, registrations, notices, authorizations, consents or approvals which, if not made or obtained, as the case may be, would not, in the aggregate, have a Corporation Material Adverse Effect, or affect the Corporation's ability to consummate the Mergerhereby.

Authority; Non-Contravention; Approvals. (a) The Corporation Company has full corporate limited liability company power and authority to enter into execute and deliver this Agreement and, subject to the making of the Merger Filings, and to consummate the transactions contemplated hereby. This Agreement has been approved by the Board of Directors managers of the CorporationCompany and the members of the Company to the extent required to consummate this transaction in accordance with applicable law, and no other corporate proceedings including but not limited to the laws of the State of Wyoming. No further actions on the part of the Corporation Company are necessary to authorize the execution and delivery of this Agreement or the consummation by the Corporation Company of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the CorporationCompany, JT and TS, and, assuming the due authorization, execution and delivery hereof by NDI and the NDI Principal ShareholdersBuyer, constitutes a valid and legally binding agreement of the CorporationCompany and JT and TS, enforceable against it the Company, JT and TS in accordance with its terms terms, except as enforceability that such enforcement may be limited by subject to (a) bankruptcy, insolvency, fraudulent conveyancereorganization, moratorium, reorganization moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and other laws generally affecting the rights of creditors and (b) general principles of equity and applicable state or federal laws which may affect the availability of equitable remediesprinciples. (b) The Except as set forth in the disclosure schedule attached to this Agreement (the “Disclosure Schedule”), the execution and delivery of this AgreementAgreement by the Company, the Principals' Agreements, the Escrow Agreement, JT and TS and the Investor Statement (the Principals' Agreements, the Escrow Agreement and the Investor Statement are collectively referred to herein as the "Ancillary Documents"), consummation by the CorporationCompany, as applicableJT and TS, does not, and the performance of this Agreement and the Ancillary Documents and the transactions contemplated hereby do not and thereby by the Corporation, as applicable, will not, violate, conflict with not violate or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time, time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Corporation Company under any of the terms, conditions or provisions of (i) the respective Articles of Incorporation or By-Laws organizational documents of the CorporationCompany, (ii) any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court or governmental authority, domestic or foreign, authority applicable to the Corporation Company or any of its properties or assets assets, or (iii) any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or any agreement of any kind to which the Corporation Company is now a party or by which the Corporation Company or any of its properties or assets may be bound. Excluded from the foregoing sentences of this clause (b) are such violations, conflicts, breaches, defaults, terminations, accelerations bound or creations of liens, security interests, charges or encumbrances that would not, in the aggregate, have a Corporation Material Adverse Effectaffected. (c) Except for the making of the Merger Filings and filings with NASDAQ, no declaration, filing or registration with, or notice to, or authorization, consent or approval of, any governmental or regulatory body or authority, domestic or foreign, is necessary for the execution and delivery of this Agreement or the Ancillary Documents by the Corporation or the consummation by the Corporation of the transactions contemplated hereby or thereby, other than such declarations, filings, registrations, notices, authorizations, consents or approvals which, if not made or obtained, as the case may be, would not, in the aggregate, have a Corporation Material Adverse Effect, or affect the Corporation's ability to consummate the Merger.

Authority; Non-Contravention; Approvals. (a) The Corporation has Parent and Merger Sub have full corporate power and authority to enter into this Agreement and, subject to the making of the Merger FilingsRequired Statutory Approvals, to consummate the transactions contemplated herebyTransactions. This Agreement has and the Transactions have been approved by the Board respective boards of Directors directors of Parent and Merger Sub and, promptly after the Corporationexecution and delivery hereof, will be duly adopted by Parent as the sole stockholder of Merger Sub and no other corporate proceedings on the part of the Corporation Parent or Merger Sub are necessary to authorize the execution and delivery of this Agreement or and the consummation by the Corporation Parent and Merger Sub of the transactions contemplated herebyTransactions. This Agreement has been duly executed and delivered by the Corporation, Parent and Merger Sub and, assuming the due authorization, execution and delivery hereof thereof by NDI and the NDI Principal ShareholdersCompany, constitutes a valid and legally binding agreement of the Corporation, Parent and Merger Sub enforceable against it each of them in accordance with its terms terms, except as enforceability such enforcement may be limited by (i) bankruptcy, insolvency, fraudulent conveyancereorganization, moratoriummoratorium or other similar laws affecting or relating to enforcement of creditors’ rights generally, reorganization and other laws generally affecting the rights of creditors and (ii) general principles of equity and applicable state or federal laws which may affect the availability of equitable remediesprinciples. (b) The execution and delivery of this Agreement, the Principals' Agreements, the Escrow Agreement, Agreement by each of Parent and Merger Sub and the Investor Statement consummation by each of Parent and Merger Sub of the Transactions do not (the Principals' Agreements, the Escrow Agreement and the Investor Statement are collectively referred to herein as the "Ancillary Documents"), by the Corporation, as applicable, does not, and the performance of this Agreement and the Ancillary Documents and the transactions contemplated hereby and thereby by the Corporation, as applicable, will not, i) violate, conflict with or result in a breach of any provision of, or (ii) constitute a default (or an event which, with notice or lapse of time, time or both, would constitute a default) under, or (iii) result in the termination of, or (iv) accelerate the performance required byby Parent or any of its affiliates under, or (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) result in the creation of any lien, security interest, charge or encumbrance Lien upon any of the properties or assets of the Corporation under Parent or Merger Sub under, or (viii) give rise to any obligation to obtain any third party consent or provide any notice to any Person under, any of the terms, conditions or provisions of (iA) the respective Articles charters, bylaws, partnership agreements, trust declarations, or other similar organizational instruments of Incorporation Parent or By-Laws any of the Corporationits Subsidiaries, (iiB) any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court or governmental authority, domestic or foreign, Governmental Entity applicable to the Corporation Parent or any of its affiliates or any of their respective properties or assets assets, or (iiiC) any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease lease, partnership agreement, joint venture agreement or other instrument, obligation or agreement of any kind to which the Corporation Parent or any of its affiliates is now a party or by which the Corporation Parent or any of its affiliates or any of their respective properties or assets may be bound. Excluded from the foregoing sentences bound or affected, except with respect to clauses (B) and (C), such triggering of this clause (b) are such payments, Liens, encumbrances, filings, notices, Permits, authorizations, consents, approvals, violations, conflicts, breaches, defaults, terminations, accelerations breaches or creations defaults which would not prevent or delay the consummation of liens, security interests, charges or encumbrances that would not, in the aggregate, have a Corporation Material Adverse EffectTransactions. (c) Except for the making filing of the Required Statutory Approvals, and except as would not have a material adverse effect on the ability of Parent or Merger Filings and filings with NASDAQSub to perform its obligations under this Agreement, no declaration, filing or registration with, or notice to, or authorization, consent or approval of, any governmental or regulatory body or authority, domestic or foreign, Governmental Entity is necessary for the execution and or delivery of this Agreement by Parent or the Ancillary Documents by the Corporation Merger Sub or the consummation by the Corporation Parent or Merger Sub of the transactions contemplated hereby or thereby, Merger and the Transactions other than (i) the Required Statutory Approvals, (ii) the filing with the SEC of such declarationsreports under Sections 13 and 16 of the Exchange Act as may be required in connection with this Agreement and the Transactions, filings(iii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, registrations, notices, authorizations, consents or approvals which, if not made or obtained, and (iv) such filings as may be required under the case may be, would not, in rules and regulations of the aggregate, have a Corporation Material Adverse Effect, or affect the Corporation's ability to consummate the MergerNASDAQ.

Authority; Non-Contravention; Approvals. (a) The Corporation has Parent and Merger Sub each have full corporate power and authority to enter into execute and deliver this Agreement and, subject to the making of the Merger FilingsFiling, to consummate the transactions contemplated hereby. This Agreement has been approved by the Board of Directors of the Corporation, and no other corporate proceedings on the part of the Corporation are necessary to authorize the execution and delivery of this Agreement or the consummation by the Corporation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Corporationeach of Parent and Merger Sub, and, assuming the due authorization, execution and delivery hereof by NDI the Company and the NDI Principal ShareholdersStockholder Representative, constitutes a valid and legally binding agreement of the Corporation, each of Parent and Merger Sub enforceable against it each of them in * Redacted to preserve confidential information of the Company. * Redacted to preserve confidential information of the Company. accordance with its terms terms, except as enforceability that such enforcement may be limited by subject to (i) bankruptcy, insolvency, fraudulent conveyancereorganization, moratorium, reorganization moratorium or other similar laws affecting or relating to enforcement of creditors’ rights generally and other laws generally affecting the rights of creditors and (ii) general principles of equity and applicable state or federal laws which may affect the availability of equitable remediesprinciples. (b) This Agreement has been approved by the board of directors of Parent and Merger Sub, and except for the approval of the sole stockholder of Merger Sub, no other corporate proceedings on the part of the Company are necessary to authorize Parent’s or Merger Sub’s execution and delivery of this Agreement or the consummation by Parent or Merger Sub of the transactions contemplated hereby. (c) The execution and delivery of this Agreement, the Principals' Agreements, the Escrow Agreement, Agreement by each of Parent and Merger Sub and the Investor Statement (the Principals' Agreements, the Escrow Agreement consummation by each of Parent and the Investor Statement are collectively referred to herein as the "Ancillary Documents"), by the Corporation, as applicable, does not, and the performance Merger Sub of this Agreement and the Ancillary Documents and the transactions contemplated hereby do not and thereby by the Corporation, as applicable, will not, violate, conflict with not violate or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time, time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any lien, security interest, charge or encumbrance encumbrance, upon any of the properties or assets of the Corporation Parent or any of its Subsidiaries under any of the terms, conditions or provisions of (i) the respective Articles charters or bylaws of Incorporation Parent or By-Laws any of the Corporationits Subsidiaries, (ii) any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court or governmental authority, domestic or foreign, Governmental Authority applicable to the Corporation Parent or any of its Subsidiaries or any of their respective properties or assets (assuming compliance with the matters referred to in Section 4.2(d)) or (iii) any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which the Corporation Parent or any of its Subsidiaries is now a party or by which the Corporation Parent or any of its Subsidiaries or any of their respective properties or assets may be bound. Excluded from bound or affected, except, in the foregoing sentences case of this clause clauses (bii) are such violationsand (iii), conflictsfor matters as would not have, breachesor could not reasonably be anticipated to have, defaults, terminations, accelerations individually or creations of liens, security interests, charges or encumbrances that would not, in the aggregate, have a Corporation Material Adverse EffectEffect or materially impair the ability of Parent and Merger Sub to consummate the transactions contemplated by this Agreement. (cd) Except for the making of the Merger Filings and filings with NASDAQFiling, no declaration, filing or registration with, or notice to, or authorization, consent or approval of, any governmental or regulatory body or authority, domestic or foreign, authority is necessary for the execution and delivery of this Agreement by Parent or the Ancillary Documents by the Corporation Merger Sub or the consummation by the Corporation Parent or Merger Sub of the transactions contemplated hereby or therebyhereby, other than such declarations, filings, registrations, notices, authorizations, consents or approvals which, if not made or obtained, as the case may be, would not, have, or could not reasonably be anticipated to have, individually or in the aggregate, have a Corporation Material Adverse Effect, Effect or affect materially impair the Corporation's ability of Parent or Merger Sub to consummate the Mergertransactions contemplated by this Agreement.

Authority; Non-Contravention; Approvals. (a) The Corporation Each of Parent and Merger Sub has full corporate power and authority to enter into this Agreement and, subject to the making of the Merger Filings, and to consummate the transactions contemplated hereby. This Agreement has been approved by the Board of Directors of the Corporationeach of Parent and Merger Sub, and by Parent as sole stockholder of Merger Sub, and no other corporate proceedings on the part of the Corporation either Parent or Merger Sub are necessary to authorize the execution and delivery of this Agreement or the consummation by the Corporation each of Parent and Merger Sub of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Corporationeach of Parent and Merger Sub, and, assuming the due authorization, execution and delivery hereof by NDI and the NDI Principal ShareholdersCompany, constitutes a valid and legally binding agreement of the Corporationeach of Parent and Merger Sub, enforceable against it each of Parent and Merger Sub in accordance with its terms except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization and other laws generally affecting the rights of creditors and general principles of equity and applicable state or federal laws which may affect the availability of equitable remediesterms. (b) The execution execution, delivery and delivery of this Agreement, the Principals' Agreements, the Escrow Agreement, and the Investor Statement (the Principals' Agreements, the Escrow Agreement and the Investor Statement are collectively referred to herein as the "Ancillary Documents"), by the Corporation, as applicable, does not, and the performance of this Agreement by each of Parent and Merger Sub and the Ancillary Documents and consummation of the transactions contemplated hereby do not and thereby by the Corporation, as applicable, will not, not violate, conflict with or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time, time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or require any offer to purchase or any prepayment of any debt or result in the creation of any lien, security interest, charge interest or encumbrance upon any of the properties or assets of the Corporation Parent or any of its subsidiaries under any of the terms, conditions or provisions of (i) the respective Articles certificates of Incorporation incorporation or Byby-Laws laws or similar organizational documents of the CorporationParent, Merger Sub or any subsidiary of Parent, (ii) any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court federal, state, local or other governmental authorityauthority or regulatory agency, domestic commission, department or foreignother governmental subdivision, court, tribunal or body, taxing authority or quasi-governmental or private body exercising any regulatory, taxing or other governmental or quasi-governmental authority (each, a "GOVERNMENTAL Authority") applicable to the Corporation Parent, Merger Sub or any subsidiary of Parent or any of its their respective properties or assets assets, subject in the case of consummation, to obtaining the Parent Required Statutory Approvals, or (iii) any noteloan or credit agreement, interest rate swap, cap or collar agreement or other agreement designed to protect against fluctuations in interest rates, pledge agreement, security agreement, deed of trust, bond, debenture, note, mortgage, indenture, deed of trust, license, franchise, permit, concession, contractguarantee, lease or other instrumentcontract, obligation commitment, obligation, undertaking, concession, franchise or agreement of any kind license (each, including all amendments thereto, a "CONTRACT") to which the Corporation Parent, Merger Sub or any subsidiary of Parent is now a party or by which the Corporation Parent, Merger Sub or any subsidiary of Parent or any of its their respective properties or assets may be bound. Excluded from bound or affected, other than, in the foregoing sentences case of this clause (bii) are and (iii) above, such violations, conflicts, breaches, defaults, terminations, accelerations accelerations, offers, prepayments or creations of liens, security interests, charges interests or encumbrances that would not, in the aggregate, not reasonably be expected to have a Corporation Material Adverse Effectmaterial adverse effect on Parent and its subsidiaries, taken as a whole, or prevent or materially impede or delay the consummation of the Merger or the other transactions contemplated hereby. (c) Except for (i) the making filings by Parent and Merger Sub required by the Harx-Xxxxx-Xxxxxx Xxtitrust Improvements Act of 1976, as amended (the "HSR ACT"), (ii) the applicable requirements of the Merger Filings Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT") and the rules and regulations promulgated thereunder, (iii) the filing and recordation of appropriate merger documents as required by the DGCL and (iv) any filings with NASDAQor approvals from (x) the Federal Energy Regulatory Commission ("FERC"), (y) the New York State Public Service Commission ("NYPSC") and (z) such other Governmental Authorities, if any, listed on Schedule 3.02 (c) of the Parent Disclosure Schedule (the filings and approvals referred to in clauses (i) through (iv) collectively referred to as the "PARENT REQUIRED STATUTORY APPROVALS"), no declaration, filing or registration with, or notice to, or authorization, consent or approval of, any governmental or regulatory body or authority, domestic or foreign, Governmental Authority is necessary for the execution and delivery of this Agreement by Parent or the Ancillary Documents by the Corporation Merger Sub or the consummation by the Corporation Parent and Merger Sub of the transactions contemplated hereby or therebyhereby, other than such declarations, filings, registrations, notices, authorizations, consents or approvals which, if not made or obtained, as the case may be, would not, individually and in the aggregate, have a Corporation Material Adverse Effect, would not impair in any material respect the ability of Parent or affect Merger Sub to perform its obligations under this Agreement or prevent or materially impede or delay the Corporation's ability to consummate consummation of the Merger.

Authority; Non-Contravention; Approvals. (a) The Corporation Buyer has full corporate power and authority to enter into this Agreement and, subject to the making of the Merger Filings, and to consummate the transactions contemplated hereby. This , the execution, delivery and performance of this Agreement has and the consummation of the transactions contemplated hereby have been approved duly authorized by the Board of Directors of the CorporationBuyer, and no other corporate proceedings on the part of the Corporation Buyer are necessary to authorize the execution and delivery of this Agreement or and the consummation by the Corporation of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Corporation, Buyer and, assuming the due authorization, execution and delivery hereof by NDI and the NDI Principal Shareholdersother parties hereto, constitutes a valid and legally binding agreement obligation of the Corporation, Buyer enforceable against it in accordance with its terms except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization and other laws generally affecting the rights of creditors and general principles of equity and applicable state or federal laws which may affect the availability of equitable remediesterms. (b) The Except as set forth in Schedule 4.3, the execution and delivery of this Agreement, the Principals' Agreements, the Escrow Agreement, and the Investor Statement (the Principals' Agreements, the Escrow Agreement and the Investor Statement are collectively referred to herein as the "Ancillary Documents"), by the Corporation, as applicable, Buyer does not, and the performance consummation by Buyer of this Agreement and the Ancillary Documents and the transactions contemplated hereby and thereby by the Corporation, as applicable, will not, violate, conflict with or result in a breach of any provision of, or constitute a default (or of an event which, with notice or lapse of time, time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any lienline, security interest, charge or encumbrance upon any of the properties or assets of the Corporation Buyer or any of its subsidiaries under any of the terms, conditions or provisions of (i) the respective Articles charters or Bylaws of Incorporation Buyer or By-Laws any of the Corporationits subsidiaries, (ii) any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court or governmental authority, domestic or foreign, authority applicable to the Corporation Buyer or any of its subsidiaries or any of their respective properties or assets or assets, and (iii) any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which the Corporation Buyer or any of its subsidiaries is now a party or by which the Corporation Buyer or any of its subsidiaries or any of their respective properties or assets may be bound. Excluded bound or affected, excluding from the foregoing sentences of this clause clauses (bii) are and (iii) such violations, conflicts, breaches, defaults, terminations, accelerations or creations of liens, security interests, charges or encumbrances that would not, in the aggregate, have a Corporation Material Adverse Effectmaterial adverse effect on the business of Buyer taken as a whole. (c) Except for the making of the Merger Filings and filings with NASDAQ, no declaration, filing or registration with, or notice to, or authorization, consent or approval of, any governmental or regulatory body or authority, domestic or foreign, is necessary for the execution and delivery of this Agreement or the Ancillary Documents by the Corporation or the consummation by the Corporation of the transactions contemplated hereby or thereby, other than such declarations, filings, registrations, notices, authorizations, consents or approvals which, if not made or obtained, as the case may be, would not, in the aggregate, have a Corporation Material Adverse Effect, or affect the Corporation's ability to consummate the Merger.

Authority; Non-Contravention; Approvals. (ai) The Corporation REIT II has full all requisite corporate power and authority to enter into execute and deliver this Agreement and, subject Amendment and to the making of the Merger Filings, to consummate perform the transactions contemplated herebyby this Amendment. This Agreement has The execution and delivery of this Amendment and the performance by REIT II of the transactions contemplated by this Amendment have been approved by the Board board of Directors directors of the Corporation, and no REIT II. No other corporate proceedings proceeding on the part of the Corporation are REIT II is necessary to authorize the execution and delivery of this Agreement Amendment or the consummation performance by the Corporation REIT II of the transactions contemplated herebyby this Amendment. This Agreement Amendment has been duly executed and delivered by the Corporation, REIT II and, assuming the due authorization, execution and delivery hereof of this Amendment by NDI Xxxxx REF and each of the NDI Principal Shareholdersother parties hereto, this Amendment constitutes a valid and legally binding agreement obligations of the Corporation, REIT II enforceable against it REIT II in accordance with its terms respective terms, except as enforceability that such enforcement may be limited by subject to (i) bankruptcy, insolvency, fraudulent conveyancereorganization, moratorium, reorganization moratorium or other similar laws affecting or relating to enforcement or creditors' rights generally; and other laws generally affecting the rights of creditors and (ii) general principles of equity and applicable state or federal laws which may affect the availability of equitable remediesprinciples. (bii) The execution and delivery by REIT II of this Agreement, the Principals' Agreements, the Escrow Agreement, and the Investor Statement (the Principals' Agreements, the Escrow Agreement and the Investor Statement are collectively referred to herein as the "Ancillary Documents"), by the Corporation, as applicable, does not, Amendment and the performance of this Agreement and the Ancillary Documents and the transactions contemplated hereby and thereby by the Corporation, as applicable, this Amendment will not, violate, not (i) conflict with or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any lien, security interest, charge or encumbrance upon any provisions of the properties articles of incorporation or assets bylaws of the Corporation under any of the terms, conditions REIT II; or provisions of (i) the respective Articles of Incorporation or By-Laws of the Corporation, (ii) violate any statuteorder, law, ordinance, rule, regulationwrit, judgment, injunction, decree, orderstatute, injunctiontreaty, writ, permit rule or license of any court or governmental authority, domestic or foreign, regulation applicable to the Corporation or any of its properties or assets or REIT II, excluding such violations that would not reasonably be expected to have a Material Adverse Effect on REIT II. (iii) any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which the Corporation is now a party or by which the Corporation or any of its properties or assets may be bound. Excluded from the foregoing sentences of this clause (b) are such violations, conflicts, breaches, defaults, terminations, accelerations or creations of liens, security interests, charges or encumbrances that would not, in the aggregate, have a Corporation Material Adverse Effect. (c) Except for the making of the Merger Filings and filings with NASDAQ, no No declaration, filing or registration with, or notice to, or authorization, consent consent, order or approval of, any governmental authority is required to be obtained or regulatory body made in connection with or authority, domestic or foreign, is necessary for as a result of the execution and delivery of this Agreement Amendment by REIT II or the Ancillary Documents performance by the Corporation or the consummation by the Corporation REIT II of the transactions contemplated hereby by this Amendment or therebythe consummation of the transactions contemplated by this Amendment, other than such declarations, filings, registrations, notices, authorizations, consents the filing with the Securities Exchange Commission of any reports or approvals which, if not made or obtainedfilings under the Securities Act of 1933, as the case may be, would not, in the aggregate, have a Corporation Material Adverse Effectamended, or affect the Corporation's ability to consummate the MergerSecurities Exchange Act of 1934, as amended.

Authority; Non-Contravention; Approvals. (a) The Corporation Company has full corporate power and authority to enter into execute and deliver this Agreement and, subject to the making of the Merger FilingsCompany Required Statutory Approvals (as defined in Section 5.4(c)), to consummate the transactions contemplated hereby. This Agreement has been approved by the Board board of Directors directors of the CorporationCompany and the Shareholders, and no other corporate proceedings on the part of the Corporation Company or the Shareholders are necessary to authorize the execution and delivery of this Agreement or the consummation by the Corporation Company and the Shareholders of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the CorporationCompany and the Shareholders, and, assuming the due authorization, execution and delivery hereof by NDI Parent and the NDI Principal ShareholdersMerger Sub, constitutes a valid and legally binding agreement of the CorporationCompany and the Shareholders, enforceable against it the Company and the Shareholders in accordance with its terms terms, except as enforceability that such enforcement may be limited by subject to (a) bankruptcy, insolvency, fraudulent conveyancereorganization, moratorium, reorganization moratorium or other similar laws affecting or relating to enforcement of creditors’ rights generally and other laws generally affecting the rights of creditors and (b) general principles of equity and applicable state or federal laws which may affect the availability of equitable remediesprinciples. (b) The Except as set forth on Schedule 5.4, the execution and delivery of this Agreement, Agreement by the Principals' Agreements, the Escrow Agreement, Company and the Investor Statement (the Principals' Agreements, the Escrow Agreement Shareholders and the Investor Statement are collectively referred to herein as the "Ancillary Documents"), consummation by the Corporation, as applicable, does not, Company and the performance Shareholders of this Agreement and the Ancillary Documents and the transactions contemplated hereby do not and thereby by the Corporation, as applicable, will not, violate, conflict with not violate or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time, time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Corporation Company or the Shareholders under any of the terms, conditions or provisions of (i) the respective Articles of Incorporation charter or By-Laws bylaws of the CorporationCompany, (ii) any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court or governmental authority, domestic or foreign, authority applicable to the Corporation Company or the Shareholders, or any of its their respective properties or assets (assuming compliance with the matters referred to in Section 5.4(c)), or (iii) any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which the Corporation Company or the Shareholders is now a party or by which the Corporation Company or the Shareholders or any of its their respective properties or assets may be bound. Excluded from the foregoing sentences of this clause (b) are such violations, conflicts, breaches, defaults, terminations, accelerations bound or creations of liens, security interests, charges or encumbrances that would not, in the aggregate, have a Corporation Material Adverse Effectaffected. (c) Except for the making Merger Filing with the Secretary of State of the State of California in connection with the Merger Filings and filings with NASDAQ(the “Company Required Statutory Approvals”), no declaration, filing or registration with, or notice to, or authorization, consent or approval of, any governmental or regulatory body or authority, domestic or foreign, authority is necessary for the execution and delivery of this Agreement or the Ancillary Documents by the Corporation Company and the Shareholders or the consummation by the Corporation Company and the Shareholders of the transactions contemplated hereby or thereby, other than such declarations, filings, registrations, notices, authorizations, consents or approvals which, if not made or obtained, as the case may be, would not, in the aggregate, have a Corporation Material Adverse Effect, or affect the Corporation's ability to consummate the Mergerhereby.

Authority; Non-Contravention; Approvals. (a) 4.3.1 The Corporation Seller has full corporate right, power and authority to enter into this Agreement and, subject to the making approval of the Merger Filingsand the transactions contemplated hereby by the Seller's managers and members, to consummate the transactions contemplated hereby. This The execution, delivery and performance of this Agreement has been approved by the Board of Directors of the Corporation, and no other Seller have been duly authorized by all necessary corporate proceedings action on the part of the Corporation are necessary Company and the Seller, subject to authorize the execution approval of the Merger and delivery of this Agreement or the consummation by the Corporation of the transactions contemplated herebyhereby by the Seller's managers and members. This Agreement has been duly executed and delivered by the CorporationSeller, and, assuming the due authorization, execution and delivery hereof by NDI and the NDI Principal ShareholdersCenterprise, constitutes a valid and legally binding agreement of the CorporationSeller, enforceable against it the Seller in accordance with its terms terms, except as enforceability that such enforcement may be limited by subject to (i) bankruptcy, insolvency, fraudulent conveyancereorganization, moratorium, reorganization moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and other laws generally affecting the rights of creditors and (ii) general principles of equity and applicable state or federal laws which may affect the availability of equitable remediesprinciples. (b) 4.3.2 The execution and delivery of this Agreement, the Principals' Agreements, the Escrow Agreement, and the Investor Statement (the Principals' Agreements, the Escrow Agreement and the Investor Statement are collectively referred to herein as the "Ancillary Documents"), by the Corporation, as applicable, Seller does not, and the performance of this Agreement and the Ancillary Documents and the transactions contemplated hereby and thereby by the Corporation, as applicable, will not, not violate, conflict with or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time, time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any claim, lien, privilege, mortgage, charge, hypothecation, assessment, security interest, charge pledge or encumbrance other encumbrance, conditional sales contract, equity charge, restriction, or adverse claim of interest of any kind or nature whatsoever (each a "Lien" and collectively, the "Liens"), upon any of the properties or assets of the Corporation under Seller, the Company or any Company Subsidiary under, any of the terms, conditions or provisions of (i) the respective Articles of Incorporation or By-Laws Organizational Documents of the CorporationSeller, the Company or any Company Subsidiary, (ii) any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court or governmental authorityfederal, domestic state, provincial, local or foreignforeign government, or any subdivision, agency or authority of any thereof ("Governmental Authority ") applicable to the Corporation Seller, the Company, any Company Subsidiary, or any of its the Business, properties or assets of the Seller, the Company or any Company Subsidiary, except for those items discussed in (ii) above relating to regulating, licensing or permitting the practice of public accountancy, or (iii) any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which the Corporation Seller, the Company or any Company Subsidiary is now a party or by which the Corporation Seller, the Company, any Company Subsidiary or any of its the properties or assets of the Seller, the Company or any Company Subsidiary may be boundbound or affected. Excluded from The consummation by the foregoing sentences Seller and the Company of this the transactions contemplated hereby will not result in a violation, conflict, breach, right of termination, creation or acceleration of Liens under the terms, conditions or provisions of the items described in clauses (i) through (iii) of the immediately preceding sentence, subject in the case of the terms, conditions or provisions of the items described in clause (biii) are above, to obtaining (prior to the Closing Date) such violationsconsents required from third parties set forth on Schedule 4.3.2 and except for those items described in (ii) and (iii) above, conflictsrelating to regulating, breaches, defaults, terminations, accelerations licensing or creations permitting the practice of liens, security interests, charges or encumbrances that would not, in public accountancy and any filing which may be required under the aggregate, have a Corporation Material Adverse EffectHSR Act. (c) 4.3.3 Except for (i) the making declaration of effectiveness of a registration statement on Form S-1 (the Merger Filings "Form S-1") and filings a post-effective amendment to the registration statement on Form S-4 (the "Form S-4") (Form S-1 and Form S-4 are collectively the "Registration Statements") with NASDAQthe Securities and Exchange Commission (the "SEC") pursuant to the Securities Act of 1933, as amended (the "Securities Act" or the "1933 Act"), and filings, if required, with various state securities or "blue sky" authorities, (ii) any filing which may be required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976, as amended (the "HSR Act"), and (iii) any filing which may be required by any Governmental Authority or self-regulatory organization regulating, licensing or permitting the practice of public accountancy, no declaration, filing or registration with, or notice to, or authorization, consent or approval of, any governmental or regulatory body or authority, domestic or foreign, Governmental Authority is necessary for the execution and delivery of this Agreement or the Ancillary Documents by the Corporation Seller or the consummation by the Corporation Seller of the transactions contemplated hereby or therebyhereby, other than such declarations, filings, registrations, notices, authorizations, consents or approvals which, if not made or obtained, as the case may be, would not, individually or in the aggregate, have a Corporation "Company Material Adverse Effect," which, for purposes of this Agreement means a material adverse effect on the operations, assets, condition (financial or other), operating results, employee or client relations, or affect prospects of the Corporation's ability to consummate Seller, the MergerCompany or any Company Subsidiary.

Authority; Non-Contravention; Approvals. (a) The Corporation Company has full corporate all necessary power and authority to enter into execute and deliver this Agreement Agreement, to perform its obligations hereunder and, subject to obtaining the making of the Merger FilingsCompany Stockholder Approval, to consummate the Merger and the other transactions contemplated herebyby this Agreement. This Agreement has been approved The execution, delivery and performance by the Board Company of Directors this Agreement, and the consummation by the Company of the CorporationMerger and the other transactions contemplated by this Agreement, have been duly authorized by all necessary corporate action on the part of the Company, and no other corporate proceedings on the part of the Corporation Company are necessary to authorize the execution and delivery of this Agreement or to consummate the consummation Merger or the other transactions contemplated by this Agreement (other than obtaining the Company Stockholder Approval and the filing and recordation of the Certificate of Merger as required by the Corporation of the transactions contemplated herebyDGCL). This Agreement has been duly executed and delivered by the Corporation, Company and, assuming the due authorization, execution and delivery hereof by NDI Parent and the NDI Principal ShareholdersMerger Sub, constitutes a valid and legally binding agreement obligation of the Corporation, Company enforceable against it the Company in accordance with its terms terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyancereorganization, moratorium, reorganization and other laws generally moratorium or similar Laws relating to or affecting the rights and remedies of creditors generally and the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). If required by the DGCL, the affirmative vote of the holders of a majority of the outstanding Shares entitled to vote at a duly called and applicable state or federal laws which may affect held meeting of the availability Company's stockholders will be the only vote of equitable remediesthe holders of capital stock of the Company necessary to approve and adopt this Agreement and the Merger (the "Company Stockholder Approval"). (b) The execution At a meeting duly called and delivery of this Agreementheld on [ ], 2005, the Principals' Agreements, the Escrow Agreement, and the Investor Statement Company Board (the Principals' Agreements, the Escrow i) determined that this Agreement and the Investor Statement are collectively referred to herein as other transactions contemplated hereby, including the "Ancillary Documents"), by the Corporation, as applicable, does not, Offer and the performance Merger, are advisable and in the best interests of the Company and the Company's stockholders, (ii) approved and adopted this Agreement and the transactions contemplated hereby, including the Offer and the Merger and (iii) resolved to recommend approval and adoption of this Agreement and the Ancillary Documents Merger by the Company stockholders and that the Company stockholders tender their Shares pursuant to the Offer. Such determinations, approvals, resolutions and recommendations are in effect as of the date hereof. The actions taken by the Company Board constitute approval of the Offer, the Merger, this Agreement and the other transactions contemplated thereby and hereby by the Company Board under the provisions of Section 203 of the DGCL, such that Merger Sub and Parent becoming an "interested stockholder" as a result of the Offer is approved by the Company Board for purposes of Section 203 and the restrictions on "business combinations" as set forth in Section 203 of the DGCL do not apply to the Offer, this Agreement or the transactions contemplated hereby thereby or hereby. No other takeover statute or other similar statute or regulation relating to the Company is applicable to the Offer, the Merger, the Second Merger or the other transactions contemplated by this Agreement. Without giving effect to the execution of this Agreement, neither the Company nor any affiliate or associate of the Company is, or has been during the last three years, an "interested stockholder" (as defined in Section 203 of the DGCL) of Parent. (c) The execution, delivery and thereby performance of this Agreement by the Corporation, as applicable, Company and the consummation of the Offer and the Merger and the other transactions contemplated hereby do not and will not, not violate, conflict with with, give rise to the right to modify or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time, time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or require any offer to purchase or any prepayment of any debt, or result in the creation of any lienLien, security interest, charge interest or encumbrance upon any of the properties or assets of the Corporation Company or any of its Subsidiaries under any of the terms, conditions or provisions of (i) the respective Articles certificate of Incorporation incorporation or By-Laws bylaws or similar governing documents of the CorporationCompany or any of its Subsidiaries, (ii) any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court or governmental authority, domestic or foreign, Governmental Entity applicable to the Corporation Company or any of its Subsidiaries or any of their respective properties or assets assets, subject in the case of consummation, to obtaining the Company Required Statutory Approvals and the Company Stockholder Approval, or (iii) any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease Company Permit or other instrument, obligation or agreement of any kind Contract to which the Corporation Company or any of its Subsidiaries is now a party or by which the Corporation Company or any of its Subsidiaries or any of their respective properties or assets may be bound. Excluded from bound or affected, other than, in the foregoing sentences case of this clause (bii) are and (iii) above, such violations, conflicts, rights to modify, breaches, defaults, terminations, accelerations or creations of liensLiens, security interests, charges interests or encumbrances that would not, individually or in the aggregate, reasonably be expected to have a Corporation Company Material Adverse Effect. (cd) Except for (i) the making filings by the Company required by the HSR Act, (ii) the filings by the Company required by Antitrust Laws of foreign jurisdictions, (iii) the applicable requirements of the Exchange Act, (iv) the filing of the Certificate of Merger Filings and (v) any required filings with NASDAQunder the rules and regulations of the NASDAQ National Market (the filings and approvals referred to in clauses (i) through (v) collectively, the "Company Required Statutory Approvals"), no declaration, filing or registration with, or notice to, or authorization, consent or approval of, any governmental or regulatory body or authority, domestic or foreign, Governmental Entity is necessary for the execution and delivery of this Agreement or the Ancillary Documents by the Corporation Company or the consummation by the Corporation Company of the Merger or the other transactions contemplated hereby or therebyhereby, other than such declarations, filings, registrations, notices, authorizations, consents or approvals which, if not made or obtained, as the case may be, would not, individually or in the aggregate, reasonably be expected to have a Corporation Company Material Adverse Effect, or affect the Corporation's ability to consummate the Merger.

Authority; Non-Contravention; Approvals. (a) The Corporation has full Purchaser and Sub have all requisite corporate power and authority to enter into execute and deliver this Agreement and, subject and the Transaction Documents to the making of the Merger Filings, which Purchaser and/or Sub are a party and to consummate perform the transactions contemplated herebyby this Agreement and such Transaction Documents. This Agreement has been approved by been, and upon the Board of Directors execution of the CorporationTransaction Documents to which Purchaser and/or Sub are a party will be, and no other corporate proceedings on the part of the Corporation are necessary to authorize the execution and delivery of this Agreement or the consummation by the Corporation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Corporation, Purchaser and/or Sub and, assuming the due authorization, execution and delivery hereof by NDI of this Agreement and the NDI Principal ShareholdersTransaction Documents by Sellers, the Holder and the Shareholder Trust, constitutes a and upon their execution the Transaction Documents will constitute, valid and legally binding agreement obligations of the Corporation, Purchaser and/or Sub enforceable against it Purchaser and/or Sub in accordance with its their respective terms except (A) as enforceability enforcement may be limited by bankruptcy, insolvency, fraudulent conveyance, moratoriumreorganization, reorganization moratorium and other laws generally Laws affecting the rights of creditors generally and general equitable principles (whether considered in a Proceeding in equity or at Law), and (B) as the remedy of equity specific performance and applicable state or federal laws which may affect the availability injunctive and other forms of equitable remediesrelief may be subject to equitable defenses and to the discretion of a court of competent jurisdiction before which any Proceeding may be brought. (b) The execution and delivery of this Agreement, the Principals' Agreements, the Escrow Agreement, and the Investor Statement (the Principals' Agreements, the Escrow Agreement and the Investor Statement are collectively referred to herein as the "Ancillary Documents"), by the Corporation, as applicable, does not, and the performance Purchasers of this Agreement and the Ancillary Transaction Documents to which Purchaser and/or Sub is a party and the performance of the transactions contemplated hereby by this Agreement and thereby by the Corporation, as applicable, such Transaction Documents do not and will not, violate, not (i) conflict with or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any lien, security interest, charge or encumbrance upon any provisions of the properties certificate of incorporation or assets bylaws of the Corporation under any of the terms, conditions Purchaser and/or Sub or provisions of (i) the respective Articles of Incorporation or By-Laws of the Corporation, (ii) violate any statuteorder, lawwrit, ordinance, rule, regulation, judgmentinjunction, decree, orderstatute, injunctiontreaty, writ, permit rule or license of any court or governmental authority, domestic or foreign, regulation applicable to the Corporation Purchaser or any of its properties or assets or (iii) any noteSubsidiaries, bond, mortgage, indenture, deed other than in the case of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which the Corporation is now a party or by which the Corporation or any of its properties or assets may be bound. Excluded from the foregoing sentences of this clause (bii) are such violations, conflicts, breaches, defaults, terminations, accelerations or creations of liens, security interests, charges or encumbrances that as would not, not reasonably be expected to result in the aggregate, have a Corporation Purchaser Material Adverse Effect. (c) Except for the making of the Merger Filings and filings with NASDAQ, no No declaration, filing or registration with, or notice to, or authorization, consent consent, order or approval of, any governmental Governmental Authority is required to be obtained or regulatory body made in connection with or authority, domestic or foreign, is necessary for as a result of the execution and delivery of this Agreement or the Ancillary Transaction Documents by the Corporation Purchasers or the consummation performance by the Corporation Purchasers of the transactions contemplated hereby or therebyby this Agreement and the Transaction Documents to which they are a party, other than (i) the filing by Purchaser of such reports and information with the SEC under the Securities Exchange Act of 1934, as amended and (ii) such declarations, filings, registrations, notices, authorizations, consents or approvals which, if not made or obtained, as the case may be, would not, could not reasonably be expected to result in the aggregate, have a Corporation Purchaser Material Adverse Effect, or affect the Corporation's ability to consummate the Merger.

Authority; Non-Contravention; Approvals. (a) The Corporation Company has full corporate the requisite limited liability company power and authority to enter into this Agreement and, subject to the making of the Merger FilingsPreferred Members Consent, to perform its obligations hereunder and to consummate the transactions contemplated herebyCompany Transactions. The execution and delivery of this Agreement by Company, the performance by Company of its obligations hereunder and the consummation by Company of the Company Transactions have been duly authorized by all necessary limited liability company action on the part of Company, subject only to the Preferred Members Consent and the filing and recordation of the Metuchen Certificate of Merger pursuant to Delaware Law. The Preferred Members Consent is the only vote of the holders of any class or series of Company Units necessary to adopt this Agreement and approve the Mergers and the other Company Transactions (the “Required Company Vote”). This Agreement has been approved duly executed and delivered by Company and, assuming the Board due authorization, execution and delivery by Neurotrope and Parent, constitutes the valid and binding obligation of Directors Company, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy and other similar laws and general principles of equity. (b) The Company Board, by resolutions duly adopted by unanimous written consent of the CorporationCompany Board and, as of the date of this Agreement, not subsequently rescinded or modified in any way, has, as of the date of this Agreement (i) approved this Agreement and the Mergers, and no other corporate proceedings on determined that this Agreement and the part Transactions, including the Mergers, are fair to, and in the best interests of the Corporation are necessary Company Members, and (ii) resolved to authorize recommend that the holders of a majority of the Company Preferred Units adopt this Agreement and approve the Mergers and all other Transactions and directed that such matters be submitted for consideration of the holders of a majority of the Company Preferred Units. (c) The execution and delivery of this Agreement by Company does not, and the performance of this Agreement by Company will not, (i) conflict with or violate the certificate of formation or operating agreement of Company or the equivalent organizational documents of any of its Subsidiaries, (ii) subject to obtaining the Preferred Members Consent and compliance with the requirements set forth in Section 3.3(d) below, conflict with or violate any Legal Requirement applicable to Company or any of its Subsidiaries or by which its or any of their respective properties is bound or affected, except for any such conflicts or violations that would not, individually or in the aggregate, have a Company Material Adverse Effect or would not prevent or materially delay the consummation of the Mergers, (iii) require any Metuchen Company to make any filing with or give any notice to a Person, to obtain any Consent from a Person, or result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or impair Company’s rights or alter the rights of obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any of the properties or assets of Company or any of its Subsidiaries pursuant to, any Company Contract (as defined below), except as would not, individually or in the aggregate, have a Company Material Adverse Effect or prevent or materially delay the Mergers or (iv) result in the creation of any Encumbrance (other than Permitted Encumbrances) on any of the properties or assets of any Metuchen Company, except as would not, individually or in the aggregate, have a Company Material Adverse Effect or prevent or materially delay the Mergers. (d) No material consent, approval, order or authorization of, or registration, declaration or filing with any Governmental Body is required by or with respect to the Company in connection with the execution and delivery of this Agreement or the consummation by the Corporation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the CorporationTransactions, and, assuming the due authorization, execution and delivery hereof by NDI and the NDI Principal Shareholders, constitutes a valid and legally binding agreement of the Corporation, enforceable against it in accordance with its terms except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization and other laws generally affecting the rights of creditors and general principles of equity and applicable state or federal laws which may affect the availability of equitable remedies. (b) The execution and delivery of this Agreement, the Principals' Agreements, the Escrow Agreement, and the Investor Statement (the Principals' Agreements, the Escrow Agreement and the Investor Statement are collectively referred to herein as the "Ancillary Documents"), by the Corporation, as applicable, does not, and the performance of this Agreement and the Ancillary Documents and the transactions contemplated hereby and thereby by the Corporation, as applicable, will not, violate, conflict with or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Corporation under any of the terms, conditions or provisions of for (i) the respective Articles of Incorporation or By-Laws filing of the Corporation, Metuchen Certificate of Merger with the Secretary of State of the State of Delaware; (ii) the filing of the Registration Statement, in which the Proxy Statement will be included as a prospectus with the Securities and Exchange Commission (“SEC”) in accordance with the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”); (iii) such Consents, orders, registrations, declarations and filings as may be required under applicable federal and state securities laws and (iv) such Consents as may be required under (A) the HSR Act or (B) any statuteother Legal Requirements that are designed or intended to prohibit, lawrestrict, ordinanceor regulate actions having the purpose or effect of monopolization or restraint of trade or significant impediments or lessening of competition or creation or strengthening of a dominant position through merger or acquisition (“Foreign Antitrust Laws” and, ruletogether with the HSR Act, regulationthe “Antitrust Laws”), judgment, decree, order, injunction, writ, permit or license of in any court or governmental authority, domestic or foreign, case that are applicable to the Corporation or any of its properties or assets or (iii) any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which the Corporation is now a party or by which the Corporation or any of its properties or assets may be bound. Excluded from the foregoing sentences of this clause (b) are such violations, conflicts, breaches, defaults, terminations, accelerations or creations of liens, security interests, charges or encumbrances that would not, in the aggregate, have a Corporation Material Adverse Effect. (c) Except for the making of the Merger Filings and filings with NASDAQ, no declaration, filing or registration with, or notice to, or authorization, consent or approval of, any governmental or regulatory body or authority, domestic or foreign, is necessary for the execution and delivery of this Agreement or the Ancillary Documents by the Corporation or the consummation by the Corporation of the transactions contemplated hereby or thereby, other than such declarations, filings, registrations, notices, authorizations, consents or approvals which, if not made or obtained, as the case may be, would not, in the aggregate, have a Corporation Material Adverse Effect, or affect the Corporation's ability to consummate the Mergerby this Agreement.

Authority; Non-Contravention; Approvals. (a) The Corporation Company has full corporate all necessary power and authority to enter into execute and deliver this Agreement Agreement, to perform its obligations hereunder and, subject to obtaining the making of the Merger FilingsCompany Stockholder Approval, to consummate the Merger and the other transactions contemplated herebyby this Agreement. This Agreement has been approved The execution, delivery and performance by the Board Company of Directors this Agreement, and the consummation by the Company of the CorporationMerger and the other transactions contemplated by this Agreement, have been duly authorized by all necessary corporate action on the part of the Company, and no other corporate proceedings on the part of the Corporation Company are necessary to authorize the execution and delivery of this Agreement or to consummate the consummation Merger or the other transactions contemplated by this Agreement (other than obtaining the Company Stockholder Approval and the filing and recordation of the Certificate of Merger as required by the Corporation of the transactions contemplated herebyDGCL). This Agreement has been duly executed and delivered by the Corporation, Company and, assuming the due authorization, execution and delivery hereof by NDI Parent and the NDI Principal ShareholdersMerger Sub, constitutes a valid and legally binding agreement obligation of the Corporation, Company enforceable against it the Company in accordance with its terms terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyancereorganization, moratorium, reorganization and other laws generally moratorium or similar Laws relating to or affecting the rights and remedies of creditors generally and the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). If required by the DGCL, the affirmative vote of the holders of a majority of the outstanding Shares entitled to vote at a duly called and applicable state or federal laws which may affect held meeting of the availability Company’s stockholders will be the only vote of equitable remediesthe holders of capital stock of the Company necessary to approve and adopt this Agreement and the Merger (the “Company Stockholder Approval”). (b) The execution At meetings duly called and delivery of this Agreementheld on December 13 and 14, 2005, the Principals' Agreements, the Escrow Agreement, and the Investor Statement Company Board unanimously (the Principals' Agreements, the Escrow i) determined that this Agreement and the Investor Statement are collectively referred to herein as other transactions contemplated hereby, including the "Ancillary Documents"), by the Corporation, as applicable, does not, Offer and the performance Table of Contents Merger, are advisable, fair to and in the best interests of the Company and the Company’s stockholders, (ii) approved and adopted this Agreement and the transactions contemplated hereby, including the Offer and the Merger and (iii) resolved to recommend approval and adoption of this Agreement and the Ancillary Documents Merger by the Company stockholders and that the Company stockholders tender their Shares pursuant to the Offer. Such determinations, approvals, resolutions and recommendations are in effect as of the date hereof. The actions taken by the Company Board constitute approval of the Offer, the Merger, this Agreement and the other transactions contemplated thereby and hereby by the Company Board under the provisions of Section 203 of the DGCL, such that Merger Sub and Parent becoming an “interested stockholder” as a result of the Offer is approved by the Company Board for purposes of Section 203 and the restrictions on “business combinations” as set forth in Section 203 of the DGCL do not apply to the Offer, this Agreement or the transactions contemplated hereby thereby or hereby. No other takeover statute or other similar statute or regulation relating to the Company is applicable to the Offer, the Merger, the Second Merger or the other transactions contemplated by this Agreement. Without giving effect to the execution of this Agreement, neither the Company nor any affiliate or associate of the Company is, or has been during the last three (3) years, an “interested stockholder” (as defined in Section 203 of the DGCL) of Parent. (c) The execution, delivery and thereby performance of this Agreement by the Corporation, as applicable, Company and the consummation of the Offer and the Merger and the other transactions contemplated hereby do not and will not, not violate, conflict with with, give rise to the right to modify or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time, time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or require any offer to purchase or any prepayment of any debt, or result in the creation of any lienLien, security interest, charge interest or encumbrance upon any of the properties or assets of the Corporation Company or any of its Subsidiaries under any of the terms, conditions or provisions of (i) the respective Articles certificate of Incorporation incorporation or By-Laws bylaws or similar governing documents of the CorporationCompany or any of its Subsidiaries, (ii) any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court or governmental authority, domestic or foreign, Governmental Entity applicable to the Corporation Company or any of its Subsidiaries or any of their respective properties or assets assets, subject in the case of consummation, to obtaining the Company Required Statutory Approvals and the Company Stockholder Approval, or (iii) any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease Company Permit or other instrument, obligation or agreement of any kind Contract to which the Corporation Company or any of its Subsidiaries is now a party or by which the Corporation Company or any of its Subsidiaries or any of their respective properties or assets may be bound. Excluded from bound or affected, other than, in the foregoing sentences case of this clause (bii) are and (iii) above, such violations, conflicts, rights to modify, breaches, defaults, terminations, accelerations or creations of liensLiens, security interests, charges interests or encumbrances that would not, individually or in the aggregate, reasonably be expected to have a Corporation Company Material Adverse Effect. (cd) Except for (i) the making filings by the Company required by the HSR Act, (ii) the filings by the Company required by Antitrust Laws of foreign jurisdictions, (iii) the applicable requirements of the Exchange Act, (iv) the filing of the Certificate of Merger Filings and (v) any required filings with NASDAQunder the rules and regulations of the NASDAQ National Market (the filings and approvals referred to in clauses (i) through (v) collectively, the “Company Required Statutory Approvals”), no declaration, filing or registration with, or notice to, or authorization, consent or approval of, any governmental or regulatory body or authority, domestic or foreign, Governmental Entity is necessary for the execution and delivery of this Agreement or the Ancillary Documents by the Corporation Company or the consummation by the Corporation Company of the Merger or the other transactions contemplated hereby or therebyhereby, other than such declarations, filings, registrations, notices, authorizations, consents or approvals which, if not made or obtained, as the case may be, would not, individually or in the aggregate, reasonably be expected to have a Corporation Company Material Adverse Effect, or affect the Corporation's ability to consummate the Merger.

Authority; Non-Contravention; Approvals. (a) The Corporation Purchaser has full all requisite corporate and other power and authority to enter into execute and deliver this Agreement and, subject and the other Transaction Documents to the making of the Merger Filings, which it will be a party and to consummate perform the transactions contemplated herebyby this Agreement and such other Transaction Documents. This The execution and delivery of this Agreement has and the other Transaction Documents to which Purchaser is a party and the performance by Purchaser of the transactions contemplated by this Agreement and such other Transaction Documents have been approved by all necessary corporate and other action on the Board part of Directors of the CorporationPurchaser, and no other corporate or other proceedings on the part of the Corporation Purchaser are necessary to authorize the execution and delivery of this Agreement or the consummation other Transaction Documents to which Purchaser is a party and the performance by the Corporation Purchaser of the transactions contemplated herebyby this Agreement and the other Transaction Documents to which Purchaser is a party. This Agreement has been been, and upon their execution the other Transaction Documents to which Purchaser is a party will be, duly executed and delivered by the CorporationPurchaser, and, assuming the due authorization, execution and delivery hereof of this Agreement and such other Transaction Documents by NDI the Seller Parties and the NDI Principal Shareholderstheir respective Affiliates (as applicable), constitutes a constitutes, and upon their execution such other Transaction Documents will constitute, valid and legally binding agreement obligations of the Corporation, Purchaser enforceable against it Purchaser in accordance with its terms except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization and other laws generally affecting the rights of creditors and general principles of equity and applicable state or federal laws which may affect the availability of equitable remediestheir respective terms. (b) The execution and delivery of this Agreement, the Principals' Agreements, the Escrow Agreement, and the Investor Statement (the Principals' Agreements, the Escrow Agreement and the Investor Statement are collectively referred to herein as the "Ancillary Documents"), by the Corporation, as applicable, does not, and the performance Purchaser of this Agreement and the Ancillary other Transaction Documents to which Purchaser will be a party and the performance of the transactions contemplated hereby by this Agreement and thereby by the Corporation, as applicable, such other Transaction Documents do not and will not, violate, not (i) conflict with or result in a breach of any provision ofprovisions of the Organizational Documents of Purchaser, (ii) result in a violation or breach of or constitute a default (or an event which, with or without notice or lapse of time, time or both, would constitute a default) under, or result in the termination of, or the loss of a benefit under or accelerate the performance required by, or result in a right of termination termination, modification, cancellation or acceleration under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Corporation under any of the terms, conditions or provisions of (i) the respective Articles of Incorporation or By-Laws of the Corporation, (ii) any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court or governmental authority, domestic or foreign, applicable to the Corporation or any of its properties or assets or (iii) any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease contract or other instrument, obligation or agreement instrument of any kind to which the Corporation Purchaser is now a party or by which the Corporation Purchaser or any of its properties or assets may be bound. Excluded from the foregoing sentences of this clause bound or affected, or (biii) are such violationsviolate any order, conflictswrit, breachesinjunction, defaultsdecree or Law applicable to Purchaser, terminations, accelerations or creations of liens, security interests, charges or encumbrances that would notother than, in the aggregatecase of clauses (ii) and (iii) above, have as would not result in a Corporation Purchaser Material Adverse Effect. (c) Except for pursuant to the making applicable requirements of the Merger Filings and filings with NASDAQHUD or state housing agencies, no declaration, filing or registration with, or notice to, or authorization, consent consent, order or approval of, any governmental Governmental Authority is required to be obtained or regulatory body made in connection with or authority, domestic or foreign, is necessary for as a result of the execution and delivery by Purchaser of this Agreement and the other Transaction Documents to which Purchaser is a party or the Ancillary Documents performance by the Corporation or the consummation by the Corporation Purchaser of the transactions contemplated hereby or therebyby this Agreement and such other Transaction Documents, other than such declarations, filings, registrations, notices, authorizations, consents consents, orders or approvals which, if not made or obtained, as the case may be, would not, not result in the aggregate, have a Corporation Purchaser Material Adverse Effect, or affect the Corporation's ability to consummate the Merger.

Authority; Non-Contravention; Approvals. (a) The Corporation Company has full corporate power and authority to enter into execute and deliver this Agreement and, subject to the making of the Merger FilingsCompany Required Statutory Approvals (as defined in Section 5.4(c)), to consummate the transactions contemplated hereby. This Agreement has been approved by the Board of Directors of the CorporationCompany and the Shareholders, and no other corporate proceedings on the part of the Corporation Company or the Shareholders are necessary to authorize the execution and delivery of this Agreement or the consummation by the Corporation Company of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the CorporationCompany, and, assuming the due authorization, execution and delivery hereof by NDI Parent and the NDI Principal ShareholdersMerger Sub, constitutes a valid and legally binding agreement of the CorporationCompany, enforceable against it the Company in accordance with its terms terms, except as enforceability that such enforcement may be limited by subject to (i) bankruptcy, insolvency, fraudulent conveyancereorganization, moratorium, reorganization moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and other laws generally affecting the rights of creditors and (ii) general principles of equity and applicable state or federal laws which may affect the availability of equitable remediesprinciples. (b) The execution and delivery of this Agreement, Agreement by the Principals' Agreements, the Escrow Agreement, Company and the Investor Statement (the Principals' Agreements, the Escrow Agreement and the Investor Statement are collectively referred to herein as the "Ancillary Documents"), consummation by the Corporation, as applicable, does not, and the performance Company of this Agreement and the Ancillary Documents and the transactions contemplated hereby in accordance with the terms hereof do not and thereby by the Corporation, as applicable, will not, violateto the Company's knowledge, conflict with violate or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time, time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Corporation Company under any of the terms, conditions or provisions of (i) the respective Articles of Incorporation or By-Laws Bylaws of the CorporationCompany, (ii) any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court or governmental authority, domestic or foreign, Governmental Authority applicable to the Corporation Company, or any of its respective properties or assets (assuming compliance with the matters referred to in Section 5.4(c)), or (iii) any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which the Corporation Company is now a party or by which the Corporation Company or any of its respective properties or assets may be bound. Excluded from bound or affected except, in the foregoing sentences case of this clause clauses (bii) are such violationsand (iii), conflictsfor matters as would not have, breachesor could not reasonably be anticipated to have, defaults, terminations, accelerations individually or creations of liens, security interests, charges or encumbrances that would not, in the aggregate, have a Corporation Material Adverse EffectEffect or materially impair the ability of the Company to consummate the transactions contemplated by this Agreement. (c) Except for the making of Merger Filings in connection with the Merger Filings and filings with NASDAQ(the "Company Required Statutory Approvals"), no declaration, filing or registration with, or notice to, or authorization, consent or approval of, any governmental or regulatory body or authorityauthority (including, domestic or foreignwithout limitation, federal and state securities' regulatory bodies) is necessary for the execution and delivery of this Agreement or the Ancillary Documents by the Corporation Company and the Shareholders or the consummation by the Corporation Company and the Shareholders of the transactions contemplated hereby or therebyhereby, other than such declarations, filings, registrations, notices, authorizations, consents or approvals which, if not made or obtained, as the case may be, would notnot have, or could not reasonably be anticipated to have, individually or in the aggregate, have a Corporation Material Adverse Effect, Effect or affect materially impair the Corporation's ability of the Company to consummate the Mergertransactions contemplated by this Agreement.

Authority; Non-Contravention; Approvals. (a) The Corporation has Parent and Merger Sub each have full corporate power and authority to enter into execute and deliver this Agreement and, subject to the making of the Merger FilingsParent Required Statutory Approvals (as defined in SECTION 4.3(C)), to consummate the transactions contemplated hereby. This Agreement has been approved by the Board of Directors of the Corporation, and no other corporate proceedings on the part of the Corporation are necessary to authorize the execution and delivery of this Agreement or the consummation by the Corporation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Corporationeach of Parent and Merger Sub, and, assuming the due authorization, execution and delivery hereof by NDI and the NDI Principal ShareholdersCompany, constitutes a valid and legally binding agreement of the Corporation, each of Parent and Merger Sub enforceable against it each of them in accordance with its terms terms, except as enforceability that such enforcement may be limited by subject to (i) bankruptcy, insolvency, fraudulent conveyancereorganization, moratorium, reorganization moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and other laws generally affecting the rights of creditors and (ii) general principles of equity and applicable state or federal laws which may affect the availability of equitable remediesprinciples. (b) The execution and delivery of this Agreement, the Principals' Agreements, the Escrow Agreement, Agreement by each of Parent and Merger Sub and the Investor Statement (the Principals' Agreements, the Escrow Agreement consummation by each of Parent and the Investor Statement are collectively referred to herein as the "Ancillary Documents"), by the Corporation, as applicable, does not, and the performance Merger Sub of this Agreement and the Ancillary Documents and the transactions contemplated hereby do not and thereby by the Corporation, as applicable, will not, violate, conflict with not violate or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time, time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Corporation Parent or any of its Subsidiaries under any of the terms, conditions or provisions of (i) the respective Articles charters or bylaws of Incorporation Parent or By-Laws any of the Corporationits Subsidiaries, (ii) any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court or governmental authority, domestic or foreign, authority applicable to the Corporation Parent or any of its Subsidiaries or any of their respective properties or assets (assuming compliance with the matters referred to in SECTION 4.3(C)) or (iii) any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which the Corporation Parent or any of its Subsidiaries is now a party or by which the Corporation Parent or any of its Subsidiaries or any of their respective properties or assets may be bound. Excluded from bound or affected except, in the foregoing sentences case of this clause clauses (bii) are such violationsand (iii), conflictsfor matters as would not have, breachesor could not reasonably be anticipated to have, defaults, terminations, accelerations individually or creations of liens, security interests, charges or encumbrances that would not, in the aggregate, have a Corporation Material Adverse EffectEffect or materially impair the ability of Parent and Merger Sub to consummate the transactions contemplated by this Agreement. (c) Except for (i) the filing of the Registration Statement (as defined in SECTION 4.4) with the Securities and Exchange Commission (the "SEC") pursuant to the Securities Act of 1933, as amended (the "SECURITIES ACT"), and the declaration of the effectiveness thereof by the SEC and filings with various state blue sky authorities, and (ii) the making of the Merger Filings Filing with the Secretary of State of the State of North Carolina in connection with the Merger (the filings and filings with NASDAQapprovals referred to in clauses (i) and (ii) are collectively referred to as the "PARENT REQUIRED STATUTORY APPROVALS"), no declaration, filing or registration with, or notice to, or authorization, consent or approval of, any governmental or regulatory body or authority, domestic or foreign, authority is necessary for the execution and delivery of this Agreement by Parent or the Ancillary Documents by the Corporation Merger Sub or the consummation by the Corporation Parent or Merger Sub of the transactions contemplated hereby or therebyhereby, other than such declarations, filings, registrations, notices, authorizations, consents or approvals which, if not made or obtained, as the case may be, would not, have, or could not reasonably be anticipated to have, individually or in the aggregate, have a Corporation Material Adverse Effect, Effect or affect materially impair the Corporation's ability of Parent or Merger Sub to consummate the Mergertransactions contemplated by this Agreement.

Authority; Non-Contravention; Approvals. (a) The Corporation 4.3.1 Each of Seller and the Company has full corporate right, power and authority to enter into this Agreement and, subject to the making approval of the Merger Filingsand the transactions contemplated hereby by the Company's stockholders, to consummate the transactions contemplated hereby. This The execution, delivery and performance of this Agreement has by Seller and the Company have been approved duly authorized by the Board of Directors of the Corporation, all necessary partnership and no other corporate proceedings action on the part of Seller and the Corporation are necessary Company, subject to authorize the execution approval of the Merger and delivery of this Agreement or the consummation by the Corporation of the transactions contemplated herebyhereby by the Company's stockholders. This Agreement has been duly executed and delivered by Seller and the CorporationCompany, and, assuming the due authorization, execution and delivery hereof by NDI and the NDI Principal ShareholdersCenterPoint, constitutes a valid and legally binding agreement of Seller and the CorporationCompany, enforceable against it Seller and the Company in accordance with its terms terms, except as enforceability that such enforcement may be limited by subject to (i) bankruptcy, insolvency, fraudulent conveyancereorganization, moratorium, reorganization moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and other laws generally affecting the rights of creditors and (ii) general principles of equity and applicable state or federal laws which may affect the availability of equitable remediesprinciples. (b) 4.3.2 The execution and delivery of this Agreement, the Principals' Agreements, the Escrow Agreement, Agreement by each of Seller and the Investor Statement (the Principals' Agreements, the Escrow Agreement and the Investor Statement are collectively referred to herein as the "Ancillary Documents"), by the Corporation, as applicable, Company does not, and the performance of this Agreement and the Ancillary Documents and the transactions contemplated hereby and thereby by the Corporation, as applicable, will not, not violate, conflict with or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time, time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any claim, lien, privilege, mortgage, charge, hypothecation, assessment, security interest, charge pledge or encumbrance other encumbrance, conditional sales contract, equity charge, restriction, or adverse claim of interest of any kind or nature whatsoever (each a "LIEN" and collectively, the "LIENS"), upon any of the properties or assets of the Corporation under Company or any Company Subsidiary under, any of the terms, conditions or provisions of (i) the respective Articles Organizational Documents of Incorporation Seller, the Company or By-Laws of the Corporationany Company Subsidiary, (ii) following completion of the Conversion, any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court or governmental authorityfederal, domestic state, provincial, local or foreignforeign government, or any subdivision, agency or authority of any thereof ("GOVERNMENTAL AUTHORITY") applicable to Seller, the Corporation Company, any Company Subsidiary, or any of its the Business, properties or assets of Seller, the Company or any Company Subsidiary, except for those items discussed in (ii) above relating to regulating, licensing or permitting the practice of public accountancy, or (iii) any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which any of Seller, the Corporation Company or any Company Subsidiary is now a party or by which any of Seller, the Corporation Company, any Company Subsidiary or any of its the properties or assets of Seller, the Company or any Company Subsidiary may be boundbound or affected. Excluded from the foregoing sentences of this clause (b) are such violations, conflicts, breaches, defaults, terminations, accelerations or creations of liens, security interests, charges or encumbrances that would not, in the aggregate, have a Corporation Material Adverse Effect. (c) Except for the making of the Merger Filings and filings with NASDAQ, no declaration, filing or registration with, or notice to, or authorization, consent or approval of, any governmental or regulatory body or authority, domestic or foreign, is necessary for the execution and delivery of this Agreement or the Ancillary Documents by the Corporation or the The consummation by Seller and the Corporation Company of the transactions contemplated hereby will not result in a violation, conflict, breach, right of termination, creation or therebyacceleration of Liens under the terms, other than such declarationsconditions or provisions of the items described in clauses (i) through (iii) of the immediately preceding sentence, filings, registrations, notices, authorizations, consents or approvals which, if not made or obtained, as subject in the case of the terms, conditions or provisions of the items described in clause (iii) above, to obtaining (prior to the Closing Date) such consents required from third parties set forth on Schedule 4.3.2 and except for those items -------------- described in (ii) and (iii) above relating to regulating, licensing or permitting the practice of public accountancy and any filing which may be, would not, in be required under the aggregate, have a Corporation Material Adverse Effect, or affect the Corporation's ability to consummate the MergerHSR Act.

Authority; Non-Contravention; Approvals. (a) The Corporation Xxxxxx has full corporate power and authority to enter into this Agreement and, subject to Xxxxxx Stockholders' Approval (as defined in Section 4.18) and the making of the Merger FilingsXxxxxx Required Approvals (as defined in Section 4.4(c)), to consummate the transactions contemplated hereby. This The execution, delivery and performance of this Agreement has and the consummation by Xxxxxx of the transactions contemplated hereby have been approved duly authorized by the Xxxxxx'x Board of Directors of the CorporationDirectors, and no other corporate proceedings on the part of the Corporation Xxxxxx are necessary to authorize the execution and delivery of this Agreement or and the consummation by the Corporation Xxxxxx of the transactions contemplated hereby, except for the Xxxxxx Stockholders' Approval and the obtaining of the Xxxxxx Required Approvals. This Agreement has been duly and validly executed and delivered by the Corporation, and, assuming the due authorization, execution Xxxxxx and delivery hereof by NDI and the NDI Principal Shareholders, constitutes a valid and legally binding agreement of the Corporation, Xxxxxx enforceable against it in accordance with its terms except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization and other laws generally affecting the rights of creditors and general principles of equity and applicable state or federal laws which may affect the availability of equitable remediesterms. (b) The Except as set forth in Section 4.4(b) of Xxxxxx'x Disclosure Schedule, the execution and delivery of this Agreement, the Principals' Agreements, the Escrow Agreement, and the Investor Statement (the Principals' Agreements, the Escrow Agreement and the Investor Statement are collectively referred to herein as the "Ancillary Documents"), by the Corporation, as applicable, Xxxxxx does not, and the performance consummation by Xxxxxx of this Agreement and the Ancillary Documents and the transactions contemplated hereby and thereby by the Corporation, as applicable, will not, violate, conflict with or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time, time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Corporation Xxxxxx or any of its subsidiaries under any of the terms, conditions or provisions of (i) the respective Articles of Incorporation charters or By-Laws of the CorporationXxxxxx or any of its subsidiaries, (ii) subject to obtaining the Xxxxxx Required Approvals and the receipt of the Xxxxxx Stockholders' Approval, any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court or governmental authority, domestic or foreign, authority applicable to the Corporation Xxxxxx or any of its subsidiaries or any of their respective properties or assets assets, or (iii) any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which the Corporation Xxxxxx or any of its subsidiaries is now a party or by which the Corporation Xxxxxx or any of its subsidiaries or any of their respective properties or assets may be bound. Excluded bound or affected, excluding from the foregoing sentences of this clause clauses (bii) are and (iii) such violations, conflicts, breaches, defaults, terminations, accelerations or creations of liens, security interests, charges or encumbrances that would not, in the aggregate, have a Corporation Xxxxxx Material Adverse Effect. (c) Except for (i) the filings by Xxxxxx required by Title II of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (ii) any filings required by comparable European or European Community regulation ("EC Filings"), (iii) the filing of the Proxy Statement (as hereinafter defined) with the SEC pursuant to the Exchange Act, and the Securities Act of 1933, as amended (the "Securities Act"), and the declaration of the effectiveness thereof by the SEC and filings with various blue sky authorities and (iv) the making of the Merger Filings Filing with the Secretary of State of the State of Delaware in connection with the Merger (the filings and filings with NASDAQapprovals referred to in clauses (i) through (iv) are collectively referred to as the "Xxxxxx Required Approvals"), no declaration, filing or registration with, or notice to, or authorization, consent or approval of, any governmental or regulatory body or authority, domestic or foreign, authority is necessary for the execution and delivery of this Agreement or the Ancillary Documents by the Corporation Xxxxxx or the consummation by the Corporation Xxxxxx of the transactions contemplated hereby or thereby, other than such declarations, filings, registrations, notices, authorizations, consents or approvals which, if not made or obtained, as the case may be, would not, in the aggregate, have a Corporation Material Adverse Effect, or affect the Corporation's ability to consummate the Mergerhereby.

Authority; Non-Contravention; Approvals. (a) The Corporation Company has full corporate power and authority to enter into this Agreement and, subject to the Company Stockholders' Approval (as defined in Section 7.3 below) and the making of the Merger FilingsFiling, to consummate the transactions contemplated hereby. This Agreement has The Company's execution and delivery of this Agreement, and its consummation of the transactions contemplated hereby, have been approved duly authorized by the its Board of Directors of the Corporation, and no other corporate proceedings on the its part of the Corporation are necessary to authorize the its execution and delivery of this Agreement or the and its consummation by the Corporation of the transactions contemplated hereby, except for the Company Stockholders' Approval and the making of the Merger Filing. This Agreement has been duly and validly executed and delivered by the CorporationCompany, and, assuming the due authorization, execution and delivery hereof by NDI and the NDI Principal Shareholders, constitutes a its valid and legally binding agreement of the Corporationagreement, enforceable against it in accordance with its terms terms, except as enforceability that such enforcement may be limited by subject to (i) bankruptcy, insolvency, fraudulent conveyancereorganization, moratoriummoratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and (ii) general equitable principles ((i) and (ii) collectively, reorganization and other laws generally affecting the rights "Bankruptcy Exception"); provided, however, that the Company has not initiated, nor to its knowledge has any party initiated, voluntary or involuntary proceedings under any chapter of creditors and general principles of equity and applicable state or federal laws which may affect the availability of equitable remediesUnited States bankruptcy laws. (b) The Company's execution and delivery of this Agreement, the Principals' Agreements, the Escrow Agreement, and the Investor Statement (the Principals' Agreements, the Escrow Agreement and the Investor Statement are collectively referred to herein as the "Ancillary Documents"), by the Corporation, as applicable, does not, and the performance its consummation of this Agreement and the Ancillary Documents and the transactions contemplated hereby and thereby by the Corporation, as applicable, will not, violate, conflict with or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time, time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the its properties or assets of the Corporation under any of the terms, conditions or provisions of (i) the respective Articles subject to obtaining Company Stockholders' Approval, its Certificate of Incorporation or By-Laws of the CorporationLaws, (ii) subject to obtaining the Required Statutory Approvals (as defined in Section 5.3(c) below) and the receipt of the Company Stockholders' Approval and the HDG Stockholders' Approval (as defined in Section 7.3 below), any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court or governmental authority, domestic or foreign, authority applicable to the Corporation it or any of its properties or assets assets, or (iii) any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which the Corporation it is now a party or by which the Corporation it or any of its properties or assets may be bound. Excluded , excluding from the foregoing sentences of this clause clauses (bii) are and (iii) such violations, conflicts, breaches, defaults, terminations, accelerations or creations of liens, security interests, charges or encumbrances that would not, in the aggregate, have a Corporation Material Adverse Effect on the Company. "Material Adverse Effect. " means, with respect to the Company, HDG or HDG Sub (cas applicable) Except for either: (X) a material adverse effect on the making business, operations, properties, assets, condition (financial or otherwise) or results of the Merger Filings and filings with NASDAQ, no declaration, filing or registration with, or notice to, or authorization, consent or approval of, any governmental or regulatory body or authority, domestic or foreign, is necessary for the execution and delivery operations of this Agreement or the Ancillary Documents by the Corporation or the consummation by the Corporation of the transactions contemplated hereby or thereby, other than such declarations, filings, registrations, notices, authorizations, consents or approvals which, if not made or obtained, as the case may be, would not, in the aggregate, have corporation; (Y) a Corporation Material Adverse Effect, or affect the Corporationmaterial adverse effect on such corporation's ability to consummate the Mergertransactions contemplated hereby, except with respect to such corporation's inability to meet any of the conditions set forth in Article VIII hereof; or (Z) the occurrence of any shareholder or underwriter claims, actions, suits, proceedings or other litigation of any kind, whether pending or, to the knowledge of such corporation, threatened against such corporation at any time prior to and including the Effective Time; provided, however, that in the case of clause (X) or (Z) hereof, a Material Adverse Effect must be a matter that, in the exercise of reasonable judgment made at the earlier of such matter's occurrence or the time at which such corporation becomes aware of such matter, is likely to result in a loss, cost or expense to such corporation, which is not covered by any of such corporation's insurance policies then in effect, in excess of $400,000.

Authority; Non-Contravention; Approvals. (a) The Corporation Company has full corporate power and authority to enter into this Agreement and approve the Voting Agreement and, subject to the making approval of the Merger FilingsStockholders if required by the DGCL (the "COMPANY STOCKHOLDER APPROVAL"), to consummate the transactions contemplated hereby. This Agreement has and the Voting Agreement have been duly approved by the Board of Directors of the CorporationCompany, and no other corporate proceedings on the part of the Corporation Company are necessary to authorize the execution and delivery of this Agreement or or, except for the Company Stockholder Approval, the consummation by the Corporation Company of the transactions contemplated herebyhereby or the transactions contemplated by the Voting Agreement. This Agreement has been duly executed and delivered by the CorporationCompany, and, assuming the due authorization, execution and delivery hereof by NDI Parent and the NDI Principal ShareholdersMerger Sub, constitutes a valid and legally binding agreement of the CorporationCompany, enforceable against it the Company in accordance with its terms except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization and other laws generally affecting the rights of creditors and general principles of equity and applicable state or federal laws which may affect the availability of equitable remediesterms. (b) The execution, delivery and performance of this Agreement by the Company and execution and delivery of this Agreement, the Principals' Agreements, the Escrow Agreement, and the Investor Statement (the Principals' Agreements, the Escrow Voting Agreement and the Investor Statement are collectively referred to herein as the "Ancillary Documents"), by the Corporation, as applicable, does Stockholder signatories thereto do not, and the performance consummation of this Agreement and the Ancillary Documents and the transactions contemplated hereby and thereby by the Corporation, as applicable, Company and the performance of the Voting Agreement by the Stockholder signatories thereto do not and will not, violate, conflict with or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time, time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or require any offer to purchase or any prepayment of any debt or result in the creation of any lien, security interest, charge interest or encumbrance upon any of the properties or assets of the Corporation Company or any of its subsidiaries under any of the terms, conditions or provisions of (i) the respective Articles certificates of Incorporation incorporation or Byby-Laws laws or similar organizational documents of the CorporationCompany or any of its subsidiaries, (ii) any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court or governmental authority, domestic or foreign, authority applicable to the Corporation Company or any of its subsidiaries or any of their respective properties or assets assets, subject in the case of consummation, to obtaining (prior to the Acceptance Date) the Company Required Statutory Approvals and prior to the Effective Time, the Company Stockholder Approval, or (iii) any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind Contract to which the Corporation Company or any of its subsidiaries is now a party or by which the Corporation Company or any of its subsidiaries or any of their respective properties or assets may be bound. Excluded from bound or affected, other than, in the foregoing sentences case of this clause (bii) are and (iii) above, such violations, conflicts, breaches, defaults, terminations, accelerations accelerations, offers, prepayments or creations of liens, security interests, charges interests or encumbrances that would notnot be reasonably expected to have, individually or in the aggregate, have a Corporation Company Material Adverse Effect. (c) Except for (i) the making filings by the Company required by the HSR Act, (ii) filings by the Company required by, and approved under, Foreign Antitrust Laws, (iii) the applicable requirements of NASDAQ, (iv) the applicable requirements of the Merger Filings Exchange Act and the rules and regulations promulgated thereunder, (v) the filing and recordation of appropriate merger documents as required by the DGCL, (vi) any filings with NASDAQor approvals from authorities required solely by virtue of the jurisdictions in which Parent or its subsidiaries conduct any business or own any assets, (vii) any required filings with or approvals from applicable domestic or foreign environmental authorities (the filings and approvals referred to in clauses (i) through (vii) collectively referred to as the "COMPANY REQUIRED STATUTORY APPROVALS"), no declaration, filing or registration with, or notice to, or authorization, consent or approval of, any governmental or regulatory body or authority, domestic or foreign, authority is necessary for the execution and delivery of this Agreement or the Ancillary Documents by the Corporation Company or the consummation by the Corporation Company of the transactions contemplated hereby or therebythe consummation of the transactions contemplated by the Voting Agreement, other than such declarations, filings, registrations, notices, authorizations, consents or approvals which are not material and which, if not made or obtained, as the case may be, would notnot be reasonably expected to prevent or materially impede or delay the consummation of the Offer, the Merger and the other transactions contemplated hereby, subject the Company or any of its subsidiaries or any its or their officers, directors or employees to any criminal liability. (d) The Board of Directors of the Company, at a meeting duly called and held, duly adopted resolutions that are still in full force and effect as of the date hereof, (i) approving the Voting Agreement and the transactions contemplated thereby and approving and declaring advisable the Offer, the Merger, this Agreement and the transactions contemplated hereby, (ii) declaring that it is in the aggregate, have a Corporation Material Adverse Effect, or affect best interests of the Corporation's ability to Stockholders that the Company enter into this Agreement and consummate the MergerOffer and the Merger on the terms and subject to the conditions set forth in this Agreement, (iii) recommending that the Stockholders accept the Offer, tender their shares pursuant to the Offer and adopt this Agreement (if required by applicable law), (iv) approving the acquisition of the shares of the Company Common Stock by Merger Sub pursuant to the Offer and the Voting Agreement and the other transactions contemplated by this Agreement and the Voting Agreement, and (v) exempting this Agreement, the Voting Agreement and the transactions contemplated hereby and thereby from the restrictions of Section 203 of the DGCL and Article Eleventh of the Company's Certificate of Incorporation.

Authority; Non-Contravention; Approvals. (a) The Corporation Company has full corporate power and authority to enter into this Agreement and, subject to the making of Company Stockholders' Approval (as defined in Section 7.3) and the Merger FilingsCompany Required Statutory Approvals (as defined in Section 5.4(c)), to consummate the transactions contemplated hereby. This Agreement has been approved by the Board of Directors of the CorporationCompany, and no other corporate proceedings on the part of the Corporation Company are necessary to authorize the execution and delivery of this Agreement or or, except for the Company Stockholders' Approval, the consummation by the Corporation Company of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the CorporationCompany, and, assuming the due 11 authorization, execution and delivery hereof by NDI Parent and the NDI Principal ShareholdersSubsidiary, constitutes a valid and legally binding agreement of the CorporationCompany, enforceable against it the Company in accordance with its terms terms, except as enforceability that such enforcement may be limited by subject to (a) bankruptcy, insolvency, fraudulent conveyancereorganization, moratoriummoratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and (b) general equitable principles. Without limitation of the foregoing, reorganization each of the covenants and other laws generally affecting obligations of the rights Company set forth in Sections 6.1 and 6.3 and Article VII is valid, legally binding and enforceable notwithstanding the absence of creditors and general principles of equity and applicable state or federal laws which may affect the availability of equitable remediesCompany Stockholders' Approval. (b) The execution and delivery of this Agreement, the Principals' Agreements, the Escrow Agreement, and the Investor Statement (the Principals' Agreements, the Escrow Agreement and the Investor Statement are collectively referred to herein as the "Ancillary Documents"), by the Corporation, as applicable, does not, and the performance of this Agreement and the Ancillary Documents and the transactions contemplated hereby and thereby by the Corporation, as applicable, will not, Company do not violate, conflict with or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time, time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Corporation Company or any of its subsidiaries under any of the terms, conditions or provisions of (i) the respective Articles of Incorporation charters or By-Laws bylaws of the CorporationCompany or any of its subsidiaries, (ii) any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court or governmental authority, domestic or foreign, authority applicable to the Corporation Company or any of its subsidiaries or any of their respective properties or assets (including without limitation Environmental Laws as defined herein), or (iii) any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which the Corporation Company or any of its subsidiaries is now a party or by which the Corporation Company or any of its subsidiaries or any of their respective properties or assets may be boundbound or affected. The consummation by the Company of the transactions contemplated hereby will not result in any violation, conflict, breach, termination, acceleration or creation of liens under any of the terms, conditions or provisions described in clauses (i) through (iii) of the preceding sentence, subject in the case of the terms, conditions or provisions described in clause (ii) above, to obtaining (prior to the Effective Time) the Company Required Statutory Approvals and the Company Stockholder's Approval. Excluded from the foregoing sentences of this clause paragraph (b), insofar as they apply to the terms, conditions or provisions described in clauses (ii) and (iii) of the first sentence of this paragraph (b), are such violations, conflicts, breaches, defaults, terminations, accelerations or creations of liens, security interests, charges or encumbrances that would not, in the aggregate, have a Corporation Material Adverse Effectmaterial adverse effect on the business, operations, properties, assets, condition (financial or other) or results of operations of the Company and its subsidiaries, taken as a whole. (c) Except for (i) the filings by Parent and the Company required by the HSR Act, (ii) the filing of the Proxy Statement/Prospectus with the SEC pursuant to the Exchange Act, (iii) the making of the Merger Filings Filing with the Secretary of State of the State of Delaware in connection with the Merger, and (iv) any required filings with NASDAQor approvals from applicable state environmental authorities, public service commissions and public utility commissions (the filings and approvals referred to in clauses (i) through (iv) are collectively referred to as the "Company Required Statutory Approvals"), no declaration, filing or registration with, or notice to, or authorization, consent or approval of, any governmental or regulatory body or authority, domestic or foreign, authority is necessary for the execution and delivery of this Agreement or the Ancillary Documents by the Corporation Company or the consummation by the Corporation Company of the transactions contemplated hereby or therebyhereby, other than such declarations, filings, registrations, notices, authorizations, consents or approvals which, if not made or obtained, as the case may be, would not, in the aggregate, have a Corporation Material Adverse Effectmaterial adverse effect on the business, operations, properties, assets, condition (financial or affect other) or results of operations of the Corporation's ability to consummate the MergerCompany and its subsidiaries, taken as a whole.

Authority; Non-Contravention; Approvals. (a) The Corporation Company has full corporate power and authority to enter into this Agreement and, and the Stock Option Agreement and subject to Company Stockholders' Approval and the making of the Merger FilingsCompany Required Approvals, to consummate the transactions contemplated hereby. This The execution, delivery and performance of this Agreement has been approved and the Stock Option Agreement and the consummation by the Company of the transactions contemplated hereby have been duly authorized by the Company's Board of Directors of the CorporationDirectors, and no other corporate proceedings on the part of the Corporation Company are necessary to authorize the execution and delivery of this Agreement or and the Stock Option Agreement and the consummation by the Corporation Company of the transactions contemplated hereby, except for the receipt of the Company Stockholders' Approval and the obtaining of the Company Required Approvals. This Agreement has and the Stock Option Agreement have been duly and validly executed and delivered by the Corporation, Company and, assuming the due authorization, execution and delivery hereof by NDI Parent and the NDI Principal ShareholdersAcquisition Sub, constitutes a valid and legally binding agreement agreements of the Corporation, Company enforceable against it in accordance with its terms their respective terms, except as enforceability to the extent that enforcement may be limited by bankruptcy, the laws of bankruptcy or insolvency, fraudulent conveyance, moratorium, reorganization and other or laws generally affecting the rights of creditors and general principles of equity and applicable state or federal laws which may affect the availability of equitable remediesrelating to creditors' remedies generally. (b) The Except as set forth in Section 4.4 of the Company's Disclosure Schedule, the execution and delivery of this Agreement, the Principals' Agreements, the Escrow Agreement, and the Investor Statement (the Principals' Agreements, the Escrow Agreement and the Investor Statement are collectively referred to herein as the "Ancillary Documents"), Stock Option Agreement by the Corporation, as applicable, Company does not, and the performance consummation by the Company of this Agreement and the Ancillary Documents and the transactions contemplated hereby and thereby by the Corporation, as applicable, will not, violate, conflict with or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time, time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation 8 14 of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Corporation Company or any of its Subsidiaries under any of the terms, conditions or provisions of (i) the respective Articles of Incorporation charters or By-Laws of the CorporationCompany ("Company Charter Documents") or any of its Subsidiaries, (ii) subject to obtaining the Company Required Approvals and the receipt of the Company Stockholders' Approval, any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court or governmental authorityGovernmental Authority (other than a Native American Authority), domestic or foreignor, to the best knowledge of the Company, any Native American Authority, applicable to the Corporation Company or any of its Subsidiaries or any of their respective properties or assets assets, or (iii) any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which the Corporation Company or any of its Subsidiaries is now a party or by which the Corporation Company or any of its Subsidiaries or any of their respective properties or assets may be bound. Excluded bound or affected, excluding from the foregoing sentences of this clause clauses (bii) are and (iii) such violations, conflicts, breaches, defaults, terminations, accelerations or creations of liens, security interests, charges or encumbrances that would not, in the aggregate, have a Corporation Company Material Adverse Effect. (c) Except for (i) the making filings by the Company required by Title II of the Merger Filings HSR Act, (ii) the filing of the Proxy Statement with the SEC pursuant to the Exchange Act and the Securities Act and the declaration of the effectiveness thereof by the SEC and filings with NASDAQvarious blue sky authorities, (iii) the filing of necessary certificates with the State of Minnesota in connection with the Merger and (iv) any approval required with respect to any license or permit required as a result of this Agreement or the transactions contemplated hereby (the filings and approvals referred to in clauses (i) through (iv) are collectively referred to as the "Company Required Approvals"), no declaration, filing or registration with, or notice to, or authorization, consent or approval of, any governmental or regulatory body or authorityGovernmental Authority (other than a Native American Authority), domestic or foreignand to the best knowledge of the Company, any Native American Authority, is necessary for the execution and delivery of this Agreement or and the Ancillary Documents Stock Option Agreement by the Corporation Company or the consummation by the Corporation Company of the transactions contemplated hereby or therebyhereby, other than except for such declarations, filings, registrations, notices, authorizations, consents or approvals which, if not made the failure of which to make or obtainedobtain, as the case may be, would will not, in the aggregate, have or may have a Corporation Company Material Adverse EffectEffect or material adverse effect on the properties, assets, business, financial condition, results of operations or affect prospects of the Corporation's ability to consummate the MergerParent and/or its Subsidiaries ("Parent Adverse Impact").

Authority; Non-Contravention; Approvals. (a) The Corporation Company has full the requisite corporate power and authority to enter into this Agreement and, subject to the making of Company Shareholders' Approval (as defined in Section 6.1(a)) with respect solely to the Merger FilingsMerger, to consummate the transactions contemplated hereby. This Agreement has and the Merger have been approved and adopted by the Board of Directors of the CorporationCompany (the "Company Board"), and no other corporate proceedings on the part of the Corporation Company are necessary to authorize the execution and delivery of this Agreement or or, except for the Company Shareholders' Approval with respect solely to the Merger, the consummation by the Corporation Company of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the CorporationCompany, and, assuming the due authorization, execution and delivery hereof by NDI Speer and the NDI Principal ShareholdersMerger Corporation, constitutes a valid and legally binding agreement xxxxxment of the CorporationCompany, enforceable against it the Company in accordance with its terms terms, except as enforceability that such enforcement may be limited by subject to (i) bankruptcy, insolvency, fraudulent conveyancereorganization, moratorium, reorganization moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and other laws generally affecting the rights of creditors and (ii) general principles of equity and applicable state or federal laws which may affect the availability of equitable remediesprinciples. (b) The execution execution, delivery and delivery of this Agreement, the Principals' Agreements, the Escrow Agreement, and the Investor Statement (the Principals' Agreements, the Escrow Agreement and the Investor Statement are collectively referred to herein as the "Ancillary Documents"), by the Corporation, as applicable, does not, and the performance of this Agreement by the Company and the Ancillary Documents consummation of the Merger and the transactions contemplated hereby do not and thereby by the Corporation, as applicable, will not, not violate, conflict with or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time, time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, contractually require any offer to purchase or any prepayment of any debt, or result in the creation of any lien, security interest, charge interest or encumbrance upon any of the properties or assets of the Corporation Company under any of the terms, conditions or provisions of (i) the respective Articles articles of Incorporation incorporation or By-Laws bylaws of the CorporationCompany, (ii) any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court or governmental authority, domestic or foreign, authority applicable to the Corporation Company or any of its subsidiaries or any of their respective properties or assets assets, subject, in the case of consummation, to obtaining (prior to the Effective Time) the Company Required Statutory Approvals (as defined in Section 4.2(c)) and the Company Shareholders' Approval, or (iii) any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind Contract to which the Corporation Company is now a party or by which the Corporation Company or any of its properties or assets may be bound. Excluded bound or affected, subject, in the case of consummation, to obtaining (prior to the Effective Time) consents required from the foregoing sentences commercial lenders, lessors or other third parties as specified in Schedule 4.2(b) hereto, except, with respect to any item referred --------------- to in clause (ii) or (iii) of this clause (b) are Section 4.2(b), for any such violationsviolation, conflictsconflict, breachesbreach, defaultsdefault, terminationstermination, accelerations acceleration or creations creation of liens, security interests, charges interests or encumbrances that would notnot reasonably be expected, individually or in the aggregate, to have a Corporation Company Material Adverse EffectEffect and would not materially delay the consummation of the Merger. (c) Except for (i) the making filing with the SEC pursuant to the Exchange Act of (x) a proxy statement relating to Company Shareholders' Approval (such proxy statement as amended or supplemented from time to time, the "Proxy Statement"), (y) the Transaction Statement, and (z) such other reports under the Exchange Act as may be required in connection with this Agreement and the transactions contemplated herein, (ii) the filing of the Certificate of Merger Filings with the Secretary of State of the State of Delaware and the Utah Division of Corporations and Commercial Code in connection with the Merger, and (iii) any filings with NASDAQor approvals from authorities required solely by virtue of the jurisdictions in which the Company or its subsidiaries conduct any business or own any assets (the filings and approvals referred to in clauses (i) through (iii) of this Section 4.2(c) being collectively referred to as the "Company Required Statutory Approvals"), no declaration, filing or registration with, or notice to, or authorization, consent or approval of, any governmental or regulatory body or authority, domestic or foreign, authority is necessary for the execution and delivery of this Agreement or the Ancillary Documents by the Corporation Company or the consummation by the Corporation Company of the transactions contemplated hereby or therebyhereby, other than such declarations, filings, registrations, notices, authorizations, consents or approvals which, if not made or obtained, as the case may be, would notnot reasonably be expected, individually or in the aggregate, to have a Corporation Company Material Adverse Effect, or affect Effect and would not materially delay the Corporation's ability to consummate consummation of the Merger.

Authority; Non-Contravention; Approvals. (a) The Corporation Company has full corporate power and authority to enter into this Agreement and, subject to the making approval of the Merger Filingsstockholders of the Company if required by the DGCL (the "COMPANY STOCKHOLDER APPROVAL"), to consummate the transactions contemplated hereby. This Agreement has been approved by the Board of Directors of the CorporationCompany, and no other corporate proceedings on the part of the Corporation Company are necessary to authorize the execution and delivery of this Agreement or or, except for the Company Stockholder Approval, the consummation by the Corporation Company of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the CorporationCompany, and, assuming the due authorization, execution and delivery hereof by NDI Parent and the NDI Principal ShareholdersMerger Sub, constitutes a valid and legally binding agreement of the CorporationCompany, enforceable against it the Company in accordance with its terms terms, except as enforceability that such enforcement may be limited by subject to (i) bankruptcy, insolvency, fraudulent conveyancereorganization, moratorium, reorganization moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and other laws generally affecting the rights of creditors and (ii) general principles of equity and applicable state or federal laws which may affect the availability of equitable remediesprinciples. (b) The execution execution, delivery and delivery of this Agreement, the Principals' Agreements, the Escrow Agreement, and the Investor Statement (the Principals' Agreements, the Escrow Agreement and the Investor Statement are collectively referred to herein as the "Ancillary Documents"), by the Corporation, as applicable, does not, and the performance of this Agreement by the Company and the Ancillary Documents and consummation of the transactions contemplated hereby do not and thereby by the Corporation, as applicable, will not, not violate, conflict with or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time, time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or require any offer to purchase or any prepayment of any debt or result in the creation of any lien, security interest, charge interest or encumbrance upon any of the properties or assets of the Corporation Company or any of its subsidiaries under any of the terms, conditions or provisions of (i) the respective Articles certificates of Incorporation incorporation or By-Laws bylaws or similar organizational documents of the CorporationCompany or any of its subsidiaries, (ii) any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court or governmental authority, domestic or foreign, authority applicable to the Corporation Company or any of its subsidiaries or any of their respective properties or assets assets, subject in the case of consummation, to obtaining (prior to the Acceptance Date) the Company Required Statutory Approvals and prior to the Effective Time, the Company Stockholder Approval, or (iii) any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind Contract to which the Corporation Company or any of its subsidiaries is now a party or by which the Corporation Company or any of its subsidiaries or any of their respective properties or assets may be bound. Excluded from bound or affected, other than, in the foregoing sentences case of this clause (bii) are and (iii) above, such violations, conflicts, breaches, defaults, terminations, accelerations or creations of liens, security interests, charges interests or encumbrances that would notare not reasonably likely to have, individually or in the aggregate, have a Corporation Company Material Adverse EffectEffect or prevent or materially impede or delay the consummation of the Offer, the Merger or the other transactions contemplated hereby. (c) Except for (i) the making filings by the Company required by the HSR Act, (ii) filings by the Company required by, and approvals under, Foreign Antitrust Laws, (iii) the applicable requirements of the Merger Filings Exchange Act and the rules and regulations promulgated thereunder, (iv) the filing and recordation of appropriate merger documents as required by the DGCL, (v) any filings with NASDAQor approvals from authorities required solely by virtue of the jurisdictions in which Parent or its subsidiaries conduct any business or own any assets and (vi) any required filings with or approvals from applicable domestic or foreign environmental authorities (the filings and approvals referred to in clauses (i) through (vi) collectively referred to as the "COMPANY REQUIRED STATUTORY APPROVALS"), no declaration, filing or registration with, or notice to, or authorization, consent or approval of, any governmental or regulatory body or authority, domestic or foreign, authority is necessary for the execution and delivery of this Agreement or the Ancillary Documents by the Corporation Company or the consummation by the Corporation Company of the transactions contemplated hereby or therebyhereby, other than such declarations, filings, registrations, notices, authorizations, consents or approvals which are not material and which, if not made or obtained, as the case may be, would notare not reasonably likely to prevent or materially impede or delay the consummation of the Offer, the Merger and the other transactions contemplated hereby or subject the Company or any of its subsidiaries or any its or their officers, directors or employees to any criminal liability. (d) The Board of Directors of the Company, at a meeting duly called and held, duly and unanimously, by all those present, adopted resolutions that are still in full force and effect as of the date hereof, (i) approving and declaring advisable the Offer, the Merger, this Agreement and the transactions contemplated hereby, (ii) declaring that it is in the aggregate, have a Corporation Material Adverse Effect, or affect best interests of the CorporationCompany's ability to stockholders that the Company enter into this Agreement and consummate the MergerOffer and the Merger on the terms and subject to the conditions set forth in this Agreement, (iii) recommending that the Company's stockholders accept the Offer, tender their shares pursuant to the Offer and adopt this Agreement (if required by applicable law), (iv) approving the acquisition of the shares of the Company Common Stock by Merger Sub pursuant to the Offer and the other transactions contemplated by this Agreement and (v) exempting this Agreement and the transactions contemplated hereby from the restrictions of Section 203 of the DGCL.

Authority; Non-Contravention; Approvals. (a) The Corporation Buyer has full corporate power and authority to enter into execute and deliver this Agreement and, subject to the making of the Merger Filings, to consummate the transactions contemplated hereby. This Agreement has been approved Other than the approval by the Board of Directors of the CorporationBuyer, and no other corporate proceedings on the part of the Corporation Buyer are necessary to authorize the execution and delivery of this Agreement or the consummation by the Corporation Buyer of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the CorporationBuyer, and, assuming the due authorization, execution and delivery hereof by NDI the Company and the NDI Principal ShareholdersMember, constitutes a valid and legally binding agreement of the Corporation, Buyer enforceable against it in accordance with its terms terms, except as enforceability that such enforcement may be limited by subject to (i) bankruptcy, insolvency, fraudulent conveyancereorganization, moratorium, reorganization moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and other laws generally affecting the rights of creditors and (ii) general principles of equity and applicable state or federal laws which may affect the availability of equitable remediesprinciples. (b) The execution and delivery of this Agreement, the Principals' Agreements, the Escrow Agreement, Agreement by Buyer and the Investor Statement (the Principals' Agreements, the Escrow Agreement and the Investor Statement are collectively referred to herein as the "Ancillary Documents"), consummation by the Corporation, as applicable, does not, and the performance Buyer of this Agreement and the Ancillary Documents and the transactions contemplated hereby do not and thereby by the Corporation, as applicable, will not, violate, conflict with not violate or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time, time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Corporation Buyer under any of the terms, conditions or provisions of (i) the respective Articles charter or bylaw of Incorporation or By-Laws of the CorporationBuyer, (ii) any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court or governmental authority, domestic or foreign, authority applicable to the Corporation Buyer or any of its properties or assets or (iii) any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which the Corporation Buyer is now a party or by which the Corporation Buyer or any of its properties or assets may be bound. Excluded from the foregoing sentences of this clause (b) are such violations, conflicts, breaches, defaults, terminations, accelerations bound or creations of liens, security interests, charges or encumbrances that would not, in the aggregate, have a Corporation Material Adverse Effectaffected. (c) Except for the making of the Merger Filings and filings with NASDAQ, no declaration, filing or registration with, or notice to, or authorization, consent or approval of, any governmental or regulatory body or authority, domestic or foreign, is necessary for the execution and delivery of this Agreement or the Ancillary Documents by the Corporation or the consummation by the Corporation of the transactions contemplated hereby or thereby, other than such declarations, filings, registrations, notices, authorizations, consents or approvals which, if not made or obtained, as the case may be, would not, in the aggregate, have a Corporation Material Adverse Effect, or affect the Corporation's ability to consummate the Merger.

Authority; Non-Contravention; Approvals. (a) The Corporation Seller has full corporate power and authority to enter into execute and deliver this Agreement and, subject to the making of the Merger Filings, and to consummate the transactions contemplated hereby. This Agreement has been approved by the Board respective boards of Directors directors, partners and/or members of the CorporationCompanies, and no other corporate proceedings on the part of the Corporation Seller are necessary to authorize the execution and delivery of this Agreement by the Seller or the consummation by the Corporation Seller of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the CorporationSeller, and, assuming the due authorization, execution and delivery hereof by NDI and the NDI Principal Shareholdersother Parties, constitutes a valid and legally binding agreement of the CorporationSeller, enforceable against it the Seller in accordance with its terms terms, except as enforceability that such enforcement may be limited by subject to (i) bankruptcy, insolvency, fraudulent conveyancereorganization, moratoriummoratorium or other similar laws affecting or relating to enforcement of creditors' rights generally, reorganization and other laws generally affecting the rights of creditors and (ii) general principles of equity and applicable state or federal laws which may affect the availability of equitable remediesprinciples. (b) The execution and delivery of this Agreement, Agreement by the Principals' Agreements, the Escrow Agreement, Seller and the Investor Statement (the Principals' Agreements, the Escrow Agreement and the Investor Statement are collectively referred to herein as the "Ancillary Documents"), consummation by the Corporation, as applicable, does not, and the performance Seller of this Agreement and the Ancillary Documents and the transactions contemplated hereby do not and thereby by the Corporation, as applicable, will not, violate, conflict with not violate or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time, time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any lien, security interest, charge or encumbrance Lien upon any of the properties or assets of the Corporation Seller under any of the terms, conditions or provisions of (i) the respective Articles of Incorporation or By-Laws of the Corporation, (ii) any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court or governmental authority, domestic or foreign, Governmental Authority applicable to the Corporation Seller, or any of its properties or assets assets, or (iiiii) any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which the Corporation Seller is now a party or by which the Corporation Seller or any of its the Seller's properties or assets may be bound. Excluded from the foregoing sentences of this clause (b) are such violations, conflicts, breaches, defaults, terminations, accelerations bound or creations of liens, security interests, charges or encumbrances that would not, in the aggregate, have a Corporation Material Adverse Effectaffected. (c) Except for the making of the Merger Filings and filings with NASDAQ, no No declaration, filing or registration with, or notice to, or authorization, consent or approval of, any governmental or regulatory body or authority, domestic or foreign, authority is necessary for the execution and delivery of this Agreement or the Ancillary Documents by the Corporation Seller or the consummation by the Corporation Seller of the transactions contemplated hereby or thereby, other than such declarations, filings, registrations, notices, authorizations, consents or approvals which, if not made or obtained, as the case may be, would not, in the aggregate, have a Corporation Material Adverse Effect, or affect the Corporation's ability to consummate the Mergerhereby.

Authority; Non-Contravention; Approvals. (a) The Corporation Company has full corporate power and authority to enter into execute and deliver this Agreement and, subject to the making of the Merger FilingsCompany Required Statutory Approvals (as defined in Section 5.4(c)), to consummate the transactions contemplated hereby. This Agreement has been approved by the Board of Directors of the CorporationCompany and the Shareholders, and no other corporate proceedings on the part of the Corporation Company or the Shareholders are necessary to authorize the execution and delivery of this Agreement or the consummation by the Corporation Company and the Shareholders of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the CorporationCompany and the Shareholders, and, assuming the due authorization, execution and delivery hereof by NDI Parent and the NDI Principal ShareholdersMerger Sub, constitutes a valid and legally binding agreement of the CorporationCompany and the Shareholders, enforceable against it the Company and the Shareholders in accordance with its terms terms, except as enforceability that such enforcement may be limited by subject to (a) bankruptcy, insolvency, fraudulent conveyancereorganization, moratorium, reorganization moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and other laws generally affecting the rights of creditors and (b) general principles of equity and applicable state or federal laws which may affect the availability of equitable remediesprinciples. (b) The Except as set forth in Schedule 5.4, the execution and delivery of this Agreement, Agreement by the Principals' Agreements, the Escrow Agreement, Company and the Investor Statement (the Principals' Agreements, the Escrow Agreement Shareholders and the Investor Statement are collectively referred to herein as the "Ancillary Documents"), consummation by the Corporation, as applicable, does not, Company and the performance Shareholders of this Agreement and the Ancillary Documents and the transactions contemplated hereby do not and thereby by the Corporation, as applicable, will not, violate, conflict with not violate or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time, time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Corporation Company or the Shareholders under any of the terms, conditions or provisions of (i) the respective Articles of Incorporation charter or By-Laws bylaws of the CorporationCompany, (ii) any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court or governmental authority, domestic or foreign, authority applicable to the Corporation Company or the Shareholders, or any of its their respective properties or assets (assuming compliance with the matters referred to in Section 5.4(c)), or (iii) any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which the Corporation Company or the Shareholders is now a party or by which the Corporation Company or the Shareholders or any of its their respective properties or assets may be bound. Excluded from the foregoing sentences of this clause (b) are such violations, conflicts, breaches, defaults, terminations, accelerations bound or creations of liens, security interests, charges or encumbrances that would not, in the aggregate, have a Corporation Material Adverse Effectaffected. (c) Except for the making Merger Filing with the Secretary of State of the State of North Carolina in connection with the Merger Filings and filings with NASDAQ(the "Company Required Statutory Approvals"), no declaration, filing or registration with, or notice to, or authorization, consent or approval of, any governmental or regulatory body or authority, domestic or foreign, authority is necessary for the execution and delivery of this Agreement or the Ancillary Documents by the Corporation Company and the Shareholders or the consummation by the Corporation Company and the Shareholders of the transactions contemplated hereby or thereby, other than such declarations, filings, registrations, notices, authorizations, consents or approvals which, if not made or obtained, as the case may be, would not, in the aggregate, have a Corporation Material Adverse Effect, or affect the Corporation's ability to consummate the Mergerhereby.

Authority; Non-Contravention; Approvals. (a) The Corporation Company has full corporate power and authority to enter into execute and deliver this Agreement and, subject to the making of the Merger Filings, and to consummate the transactions contemplated hereby. This Agreement has been approved by the Board of Directors and shareholders of the CorporationCompany, and no other corporate proceedings actions on the part of the Corporation Company are necessary to authorize the execution and delivery of this Agreement or the consummation by the Corporation Company of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the CorporationCompany and JH, and, assuming the due authorization, execution and delivery hereof by NDI and the NDI Principal ShareholdersTurbeco, constitutes a valid and legally binding agreement of the CorporationCompany and JH, enforceable against it the Company and JH in accordance with its terms terms, except as enforceability that such enforcement may be limited by subject to (a) bankruptcy, insolvency, fraudulent conveyancereorganization, moratorium, reorganization moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and other laws generally affecting the rights of creditors and (b) general principles of equity and applicable state or federal laws which may affect the availability of equitable remediesprinciples. (b) The Except as set forth in the disclosure schedule attached to this Agreement (the “Disclosure Schedule”), the execution and delivery of this Agreement, Agreement by the Principals' Agreements, the Escrow Agreement, Company and JH and the Investor Statement (the Principals' Agreements, the Escrow Agreement and the Investor Statement are collectively referred to herein as the "Ancillary Documents"), consummation by the Corporation, as applicable, does not, Company and the performance JH of this Agreement and the Ancillary Documents and the transactions contemplated hereby do not and thereby by the Corporation, as applicable, will not, violate, conflict with not violate or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time, time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Corporation Company under any of the terms, conditions or provisions of (i) the respective Articles of Incorporation or By-Laws organizational documents of the CorporationCompany, (ii) any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court or governmental authority, domestic or foreign, authority applicable to the Corporation Company or any of its properties or assets assets, or (iii) any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind Operating Agreement to which the Corporation Company is now a party or by which the Corporation Company or any of its properties or assets may be bound. Excluded from the foregoing sentences of this clause (b) are such violations, conflicts, breaches, defaults, terminations, accelerations bound or creations of liens, security interests, charges or encumbrances that would not, in the aggregate, have a Corporation Material Adverse Effectaffected. (c) Except for the making of the Merger Filings and filings with NASDAQ, no declaration, filing or registration with, or notice to, or authorization, consent or approval of, any governmental or regulatory body or authority, domestic or foreign, is necessary for the execution and delivery of this Agreement or the Ancillary Documents by the Corporation or the consummation by the Corporation of the transactions contemplated hereby or thereby, other than such declarations, filings, registrations, notices, authorizations, consents or approvals which, if not made or obtained, as the case may be, would not, in the aggregate, have a Corporation Material Adverse Effect, or affect the Corporation's ability to consummate the Merger.

Authority; Non-Contravention; Approvals. (a) The Corporation Buyer has full corporate power and authority to enter into this Agreement and, subject to the making of the Merger Filings, and to consummate the transactions contemplated hereby. This Agreement has been approved by the Board of Directors of the CorporationBuyer, and no other corporate proceedings or approvals on the part of the Corporation Buyer or its stockholders are necessary to authorize the execution and delivery of this Agreement or the consummation by the Corporation Buyer of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the CorporationBuyer, and, assuming the due authorization, execution and delivery hereof by NDI the Company and the NDI Principal ShareholdersSellers, constitutes a valid and legally binding agreement of the CorporationBuyer, enforceable against it Buyer in accordance with its terms terms, except as enforceability the same may be limited by bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization and or other laws generally affecting the enforcement of creditors’ rights of creditors generally, now or hereafter in effect, and general principles of equity and applicable state or federal laws which may affect subject to the availability of equitable remedies. (b) The execution execution, delivery and delivery of this Agreement, the Principals' Agreements, the Escrow Agreement, and the Investor Statement (the Principals' Agreements, the Escrow Agreement and the Investor Statement are collectively referred to herein as the "Ancillary Documents"), by the Corporation, as applicable, does not, and the performance of this Agreement and by Buyer and, assuming termination or expiration of applicable waiting periods under the Ancillary Documents and HSR Act, the consummation of the transactions contemplated hereby do not and thereby by the Corporation, as applicable, will not, not violate, conflict with or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time, time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or require any offer to purchase or any prepayment of any debt or result in the creation of any lien, security interest, charge interest or encumbrance upon any of the properties or assets of the Corporation Buyer under any of the terms, conditions or provisions of (i) the respective Articles certificate of Incorporation incorporation or Byby-Laws laws or similar organizational documents of the CorporationBuyer, (ii) any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court or governmental authority, domestic or foreign, Governmental Authority applicable to the Corporation Buyer or any of its properties or assets assets, or (iii) any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind Contract to which the Corporation Buyer is now a party or by which the Corporation Buyer or any of its properties or assets may be bound. Excluded from bound or affected, other than, in the foregoing sentences case of this clause clauses (bi), (ii) are and (iii) above, such violations, conflicts, breaches, defaults, terminations, accelerations accelerations, offers, prepayments or creations of liens, security interests, charges interests or encumbrances that would not, in the aggregate, not reasonably be expected to have a Corporation Material Adverse Effectmaterial adverse effect on Buyer’s ability to deliver the Initial Purchase Price at the Closing or, as and when due hereunder, the payment of any Contingent Consideration, or otherwise timely perform its obligations under this Agreement or to prevent the consummation of the Sale. (c) Except for filings by Buyer required by the making of the Merger Filings and filings with NASDAQHSR Act, no declaration, filing or registration with, or notice to, or authorization, consent or approval of, any governmental or regulatory body or authority, domestic or foreign, Governmental Authority is necessary for the execution and delivery of this Agreement or the Ancillary Documents by the Corporation Buyer or the consummation by the Corporation Buyer of the transactions contemplated hereby or therebyhereby, other than such declarations, filings, registrations, notices, authorizations, consents or approvals which, if not made or obtained, as the case may be, would not, individually and in the aggregate, would not reasonably be expected to have a Corporation Material Adverse Effectmaterial adverse effect on Buyer’s ability to deliver the Initial Purchase Price at the Closing or, as and when due hereunder, the payment of any Contingent Consideration, or affect otherwise timely perform its obligations under this Agreement or to prevent the Corporation's ability to consummate consummation of the MergerSale.

Authority; Non-Contravention; Approvals. (a) The Corporation Company has full corporate power and authority to enter into execute and deliver this Agreement and, subject to the making of the Merger FilingsCompany Required Statutory Approvals (as defined in SECTION 5.4(C)), to consummate the transactions contemplated hereby. This Agreement has been approved by the Board of Directors of the CorporationCompany and the Shareholders, and no other corporate proceedings on the part of the Corporation Company or the Shareholders are necessary to authorize the execution and delivery of this Agreement or the consummation by the Corporation Company and the Shareholders of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the CorporationCompany and the Shareholders, and, assuming the due authorization, execution and delivery hereof by NDI Parent and the NDI Principal ShareholdersMerger Sub, constitutes a valid and legally binding agreement of the CorporationCompany and the Shareholders, enforceable against it the Company and the Shareholders in accordance with its terms except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization and other laws generally affecting the rights of creditors and general principles of equity and applicable state or federal laws which may affect the availability of equitable remediesterms. (b) The Except as set forth in SCHEDULE 5.4, the execution and delivery of this Agreement, Agreement by the Principals' Agreements, the Escrow Agreement, Company and the Investor Statement (the Principals' Agreements, the Escrow Agreement Shareholders and the Investor Statement are collectively referred to herein as the "Ancillary Documents"), consummation by the Corporation, as applicable, does not, Company and the performance Shareholders of this Agreement and the Ancillary Documents and the transactions contemplated hereby do not and thereby by the Corporation, as applicable, will not, violate, conflict with not violate or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time, time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Corporation Company or the Shareholders under any of the terms, conditions or provisions of (i) the respective Articles of Incorporation charter or By-Laws bylaws of the CorporationCompany, (ii) any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court or governmental authority, domestic or foreign, authority applicable to the Corporation Company or the Shareholders, or any of its their respective properties or assets (assuming compliance with the matters referred to in SECTION 5.4(C)), or (iii) any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which the Corporation Company or the Shareholders is now a party or by which the Corporation Company or the Shareholders or any of its their respective properties or assets may be bound. Excluded from the foregoing sentences of this clause (b) are such violations, conflicts, breaches, defaults, terminations, accelerations bound or creations of liens, security interests, charges or encumbrances that would not, in the aggregate, have a Corporation Material Adverse Effectaffected. (c) Except for the making Merger Filing with the Secretary of State of the State of Michigan in connection with the Merger Filings and filings with NASDAQ(the "COMPANY REQUIRED STATUTORY APPROVALS"), no declaration, filing or registration with, or notice to, or authorization, consent or approval of, any governmental or regulatory body or authority, domestic or foreign, authority is necessary for the execution and delivery of this Agreement or the Ancillary Documents by the Corporation Company and the Shareholders or the consummation by the Corporation Company and the Shareholders of the transactions contemplated hereby or thereby, other than such declarations, filings, registrations, notices, authorizations, consents or approvals which, if not made or obtained, as the case may be, would not, in the aggregate, have a Corporation Material Adverse Effect, or affect the Corporation's ability to consummate the Mergerhereby.

Authority; Non-Contravention; Approvals. (a) The Corporation VI.4.1 Each of CenterPoint and each Mergersub has full corporate all requisite right, power and authority to enter into this Agreement and, subject to the making of the Merger Filings, and to consummate the transactions contemplated hereby. This Agreement has been approved by the Board of Directors of the CorporationCenterPoint and each Mergersub, and no other corporate proceedings on the part of the Corporation CenterPoint or each Mergersub are necessary to authorize the execution and delivery of this Agreement or the consummation by the Corporation CenterPoint and each Mergersub of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Corporation, CenterPoint and each Mergersub and, assuming the due authorization, execution and delivery hereof by NDI each of the Companies and the NDI Principal ShareholdersStockholders, constitutes a valid and legally binding agreement of the CorporationCenterPoint and each Mergersub, enforceable against it each of them in accordance with its terms terms, except as enforceability that such enforcement may be limited by subject to (i) bankruptcy, insolvency, fraudulent conveyancereorganization, moratorium, reorganization moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and other laws generally affecting the rights of creditors and (ii) general principles of equity and applicable state or federal laws which may affect the availability of equitable remediesprinciples. (b) VI.4.2 The execution and delivery of this Agreement, the Principals' Agreements, the Escrow Agreement, Agreement by CenterPoint and the Investor Statement (the Principals' Agreements, the Escrow Agreement and the Investor Statement are collectively referred to herein as the "Ancillary Documents"), by the Corporation, as applicable, does not, and the performance of this Agreement and the Ancillary Documents and the transactions contemplated hereby and thereby by the Corporation, as applicable, will not, each Mergersub do not violate, conflict with or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time, time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any lien, security interest, charge or encumbrance Lien upon any of the properties or assets of the Corporation CenterPoint or any Mergersub under any of the terms, conditions or provisions of (i) the respective Articles Certificate of Incorporation or By-Laws By- laws of the CorporationCenterPoint or any Mergersub, (ii) any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court or governmental authority, domestic or foreign, Governmental Authority applicable to the Corporation CenterPoint or any Mergersub or any of its their respective properties or assets assets, or (iii) any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which the Corporation CenterPoint or any Mergersub is now a party or by which the Corporation CenterPoint, each Mergersub or any of its their respective properties or assets assets, may be boundbound or affected. Excluded from The consummation by CenterPoint or any Mergersub of the foregoing sentences transactions contemplated hereby will not result in any violation, conflict, breach, right of this clause termination or acceleration or creation of Liens under any of the terms, conditions or provisions of the items described in clauses (bi) are such violationsthrough (iii) of the immediately preceding sentence, conflicts, breaches, defaults, terminations, accelerations or creations of liens, security interests, charges or encumbrances that would notsubject, in the aggregatecase of the terms, have a Corporation Material Adverse Effectconditions or provisions of the items described in clause (ii) above, to obtaining (prior to the Closing Date) CenterPoint Required Statutory Approvals (as defined in Section 6.4.3) and, in the case of the terms, conditions or ------------- provisions of the items described in clause (iii) above, to obtaining (prior to the Closing Date) consents required from commercial lenders, lessors or other third parties. VI.4.3 Except with respect to (ci) Except for the making filing of the Merger Filings Registration Statements with the SEC pursuant to the 1933 Act, the declaration of the effectiveness of the Registration Statements by the SEC and filings, if required, with various state securities or blue sky authorities, and (ii) any filing which may be required under the HSR Act (the filings with NASDAQ, and approvals referred to in clauses (i) through (iii) are collectively referred to as the "CENTERPOINT REQUIRED STATUTORY APPROVALS") no declaration, filing or registration with, or notice to, or authorization, consent or approval of, any governmental or regulatory body or authority, domestic or foreign, authority is necessary for the execution and delivery of this Agreement by CenterPoint or the Ancillary Documents by the Corporation any Mergersub or the consummation by the Corporation CenterPoint or any Mergersub of the transactions contemplated hereby or therebyhereby, other than such declarations, filings, registrations, notices, authorizations, consents or approvals which, if not made or obtained, as the case may be, would notare not reasonably expected to, in the aggregate, have a Corporation Material Adverse Effectmaterial adverse effect on the business operations, properties, assets, condition (financial or affect the Corporation's ability to consummate the Mergerother), results of operations or prospects of CenterPoint and its subsidiaries, taken as a whole (a "CENTERPOINT MATERIAL ADVERSE EFFECT").

Authority; Non-Contravention; Approvals. (a) The Corporation has Parent and Merger Subsidiary each have full corporate or organizational power and authority to enter into this Agreement and, subject to the making of the Merger Filings, and to consummate the transactions contemplated hereby. This Agreement has and the Merger have been approved and adopted by the Board Boards of Directors of the CorporationParent and Merger Subsidiary and the sole stockholder of Merger Subsidiary, and no other corporate or similar proceedings on the part of the Corporation Parent or Merger Subsidiary are necessary to authorize the execution and delivery of this Agreement or the consummation by the Corporation Parent and Merger Subsidiary of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Corporation, each of Parent and Merger Subsidiary and, assuming the due authorization, execution and delivery hereof by NDI MRG and the NDI Principal ShareholdersCompany, constitutes a valid and legally binding agreement of the Corporation, each of Parent and Merger Subsidiary enforceable against it each of them in accordance with its terms terms, except as enforceability that such enforcement may be limited by subject to (i) bankruptcy, insolvency, fraudulent conveyancereorganization, moratorium, reorganization moratorium or other similar Laws affecting or relating to enforcement of creditors' rights generally and other laws generally affecting the rights of creditors and (ii) general principles of equity and applicable state or federal laws which may affect the availability of equitable remediesprinciples. (b) The execution execution, delivery and delivery of this Agreement, the Principals' Agreements, the Escrow Agreement, and the Investor Statement (the Principals' Agreements, the Escrow Agreement and the Investor Statement are collectively referred to herein as the "Ancillary Documents"), by the Corporation, as applicable, does not, and the performance of this Agreement by each of Parent and Merger Subsidiary and the Ancillary Documents consummation of the Merger and the transactions contemplated hereby do not and thereby by the Corporation, as applicable, will not, not violate, conflict with or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time, time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any lien, security interest, charge interest or encumbrance upon any of the properties or assets of the Corporation Parent or any of its Subsidiaries under any of the terms, conditions or provisions of (i) the respective Articles certificates or articles of Incorporation incorporation, articles of organization, bylaws or By-Laws operating agreements of the CorporationParent or any of its Subsidiaries, (ii) any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court or governmental authority, domestic or foreign, authority applicable to the Corporation Parent or any of its Subsidiaries or any of their respective properties or assets subject, in the case of consummation, to obtaining prior to the Effective Time the Parent Required Statutory Approvals or (iii) any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind (each a "Contract" and collectively "Contracts") to which the Corporation Parent or any of its Subsidiaries is now a party or by which the Corporation Parent or any of its Subsidiaries or any of their respective properties or assets may be boundbound or affected. Excluded from the foregoing sentences sentence of this clause paragraph (b), insofar as it applies to the terms, conditions or provisions described in clauses (ii) and (iii) of this paragraph (b), are such violations, conflicts, breaches, defaults, terminations, accelerations or creations of liens, security interests, charges interests or encumbrances that would not, in the aggregate, not reasonably be expected to have a Corporation Parent Material Adverse EffectEffect and would not delay or hinder the consummation of the Merger. (c) Except for (i) the making filings by the Parent required by the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (ii) applicable filings, if any, with the SEC pursuant to the Exchange Act, if applicable, (iii) filing of the Articles of Merger Filings with the Secretary of State of the State of Michigan in connection with the Merger (the filings and approvals referred to in clauses (i) through (iii) are collectively referred to as the "Parent Required Statutory Approvals") and (iv) notices, filings with NASDAQand approvals required by Gaming Laws and Gaming Authorities, no declaration, filing or registration with, or notice to, or authorization, consent or approval of, any governmental or regulatory body or authority, domestic or foreign, authority is necessary for the execution and delivery of this Agreement or the Ancillary Documents by the Corporation Parent and Merger Subsidiary or the consummation by the Corporation Parent and Merger Subsidiary of the transactions contemplated hereby or therebyhereby, other than such declarations, filings, registrations, notices, authorizations, consents or approvals which, if not made or obtained, as the case may be, would not, in the aggregate, not reasonably be expected to have a Corporation Parent Material Adverse Effect, or affect Effect and would not delay the Corporation's ability to consummate consummation of the Merger.

Authority; Non-Contravention; Approvals. (a) The Corporation has Parent and Purchaser each have full corporate or similar power and authority to enter into this Agreement and, subject to the making of the Merger FilingsParent Required Statutory Approvals (as defined in Section 3.3(c)), to consummate the transactions contemplated hereby. This Agreement has been approved by the Boards of Directors of Purchaser and the manager of Parent, and except for the adoption of the Plan of Merger by the Board of Directors of the CorporationPurchaser, and no other corporate or company proceedings on the part of the Corporation Parent or Purchaser are necessary to authorize the execution and delivery of this Agreement or the consummation by the Corporation Parent and Purchaser of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Corporationeach of Parent and Purchaser, and, assuming the due authorization, execution and delivery hereof by NDI and the NDI Principal ShareholdersCompany, constitutes a valid and legally binding agreement of the Corporation, each of Parent and Purchaser enforceable against it each of them in accordance with its terms terms, except as enforceability that such enforcement may be limited by subject to (i) bankruptcy, insolvency, fraudulent conveyancereorganization, moratorium, reorganization moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and other laws generally affecting the rights of creditors and (ii) general principles of equity and applicable state or federal laws which may affect the availability of equitable remediesprinciples. (b) The execution and delivery of this Agreement, the Principals' Agreements, the Escrow Agreement, Agreement by each of Parent and the Investor Statement (the Principals' Agreements, the Escrow Agreement and the Investor Statement are collectively referred to herein as the "Ancillary Documents"), by the Corporation, as applicable, does not, and the performance of this Agreement and the Ancillary Documents and the transactions contemplated hereby and thereby by the Corporation, as applicable, will not, Purchaser do not violate, conflict with or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time, time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Corporation Parent or any of its subsidiaries under any of the terms, conditions or provisions of (i) the respective Articles organizational documents of Incorporation Parent or By-Laws any of the Corporationits subsidiaries, (ii) any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court or governmental authority, domestic or foreign, authority applicable to the Corporation Parent or any of its subsidiaries or any of their respective properties or assets or (iii) any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which the Corporation Parent or any of its subsidiaries is now a party or by which the Corporation Parent or any of its subsidiaries or any of their respective properties or assets may be boundbound or affected. Excluded from The consummation by Parent and Purchaser of the foregoing sentences transactions contemplated hereby will not result in any violation, conflict, breach, termination, acceleration or creation of this liens under any of the terms, conditions or provisions described in clauses (i) through (iii) of the preceding sentence, subject in the case of the terms, conditions or provisions described in clause (bii) are such violationsabove, conflicts, breaches, defaults, terminations, accelerations or creations of liens, security interests, charges or encumbrances that would not, in to obtaining (prior to the aggregate, have a Corporation Material Adverse EffectEffective Time) the Parent Required Statutory Approvals. (c) Except for (i) the making of the Merger Filings Filing with the Department of State of the Commonwealth of Pennsylvania in connection with the Merger, (ii) the filing of the Schedule TO with the SEC, and (iii) the filing with the Pennsylvania Securities Commission of a notice pursuant to Section 8(A) of the Pennsylvania Takeover Disclosure Law and any other "blue sky" filings with NASDAQrequired by any other state securities commission (the filings and approvals referred to in clauses (i), (ii) and (iii) are collectively referred to as the "Parent Required Statutory Approvals"), no declaration, filing or registration with, or notice to, or authorization, consent or approval of, any governmental or regulatory body or authority, domestic or foreign, authority is necessary for the execution and delivery of this Agreement by Parent or the Ancillary Documents by the Corporation Purchaser or the consummation by the Corporation Parent or Purchaser of the transactions contemplated hereby or thereby, other than such declarations, filings, registrations, notices, authorizations, consents or approvals which, if not made or obtained, as the case may be, would not, in the aggregate, have a Corporation Material Adverse Effect, or affect the Corporation's ability to consummate the Mergerhereby.

Authority; Non-Contravention; Approvals. (a) The Corporation Parent and LGB Sub each has full corporate power and authority to enter into execute and deliver this Agreement and, subject to the making of the Merger FilingsParent Required Statutory Approvals (as defined in Section 4.2(c)), to consummate the transactions contemplated hereby. This Agreement has been approved by the Board of Directors of the Corporation, and no other corporate proceedings on the part of the Corporation are necessary to authorize the execution and delivery of this Agreement or the consummation by the Corporation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Corporationeach of Parent and LGB Sub, and, assuming the due authorization, execution and delivery hereof by NDI the Company, Holdings and the NDI Principal Shareholders, Pike LGB Sub constitutes a valid and legally binding agreement of the Corporationeach of Parent and LGB Sub, enforceable against it each of them in accordance with its terms terms, except as enforceability that such enforcement may be limited by subject to (i) bankruptcy, insolvency, fraudulent conveyancereorganization, moratorium, reorganization moratorium or other similar laws affecting or relating to enforcement of creditors’ rights generally and other laws generally affecting the rights of creditors and (ii) general principles of equity and applicable state or federal laws which may affect the availability of equitable remediesprinciples. (b) The execution and delivery of this Agreement, the Principals' Agreements, the Escrow Agreement, Agreement by each of Parent and LGB Sub and the Investor Statement (the Principals' Agreements, the Escrow Agreement consummation by each of Parent and the Investor Statement are collectively referred to herein as the "Ancillary Documents"), by the Corporation, as applicable, does not, and the performance LGB Sub of this Agreement and the Ancillary Documents and the transactions contemplated hereby do not and thereby by the Corporation, as applicable, will not, violate, conflict with not violate or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time, time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Corporation Parent or any of its Subsidiaries under any of the terms, conditions or provisions of (i) the respective Articles charters or bylaws of Incorporation Parent or By-Laws any of the Corporationits Subsidiaries, (ii) any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court or governmental authority, domestic or foreign, Governmental Entity applicable to the Corporation Parent or any of its Subsidiaries or any of their respective properties or assets (assuming compliance with the matters referred to in Section 4.2(c)) or (iii) any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which the Corporation Parent or any of its Subsidiaries is now a party or by which the Corporation Parent or any of its Subsidiaries or any of their respective properties or assets may be bound. Excluded from bound or affected except, in the foregoing sentences case of this clause clauses (bii) are such violationsand (iii), conflictsfor matters as would not have, breachesor could not reasonably be anticipated to have, defaults, terminations, accelerations individually or creations of liens, security interests, charges or encumbrances that would not, in the aggregate, have a Corporation Material Adverse EffectEffect or materially impair the ability of Parent and LGB Sub to consummate the transactions contemplated by this Agreement. (c) Except for (i) the making of the Pike Merger Filings Filing with the Secretary of State of the State of North Carolina, (ii) such other filings required connection with the Pike Merger as set forth in Schedule 4.2(c) (the filings described in this clause (ii) collectively referred to herein as the “Parent Required Statutory Approvals”) and (iii) filings with NASDAQrequired as part of the Financing (as defined in Section 4.6), no declaration, filing or registration with, or notice to, or authorization, consent or approval of, any governmental or regulatory body or authority, domestic or foreign, Governmental Entity is necessary for the execution and delivery of this Agreement by Parent or the Ancillary Documents by the Corporation LGB Sub or the consummation by the Corporation Parent or LGB Sub of the transactions contemplated hereby or therebyhereby, other than such declarations, filings, registrations, notices, authorizations, consents or approvals which, if not made or obtained, as the case may be, would not, have, or could not reasonably be anticipated to have, individually or in the aggregate, have a Corporation Material Adverse Effect, Effect or affect materially impair the Corporation's ability of Parent or LGB Sub to consummate the Mergertransactions contemplated by this Agreement.

Authority; Non-Contravention; Approvals. (a) The Corporation Company has full corporate power and authority to enter into this Agreement and, subject to the making of the Merger Filings, and to consummate the transactions contemplated hereby. This Agreement has The Company's execution and delivery of this Agreement, its execution and delivery at the Closing of the Asset Transfer Agreement, and its consummation of the transactions contemplated hereby and thereby, have been approved duly authorized by the its Board of Directors of the Corporation, and no other corporate proceedings on the its part of the Corporation are necessary to authorize the its execution and delivery of this Agreement or the and its consummation by the Corporation of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the CorporationCompany, and, assuming and constitutes the due authorization, execution and delivery hereof by NDI and the NDI Principal Shareholders, constitutes a Company's valid and legally binding agreement of the Corporationagreement, enforceable against it in accordance with its terms terms, except as enforceability that such enforcement may be limited by subject to (i) bankruptcy, insolvency, fraudulent conveyancereorganization, moratoriummoratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and (ii) general equitable principles (the "Bankruptcy Exception"). The Asset Transfer Agreement, reorganization at the Closing, shall have been duly and other laws generally affecting validly executed and delivered by the rights of creditors Company, and general principles of equity shall constitute the Company's valid and applicable state or federal laws which binding agreement, enforceable against it in accordance with its terms, except that such enforcement may affect be subject to the availability of equitable remediesBankruptcy Exception. (b) The Except as set forth on Schedule 4.4 of the Disclosure Schedule, the Company's execution and delivery of this Agreement, the Principals' Agreements, the Escrow Agreement, and the Investor Statement (the Principals' Agreements, the Escrow Agreement and the Investor Statement are collectively referred to herein as the "Ancillary Documents"), by the Corporation, as applicable, Asset Transfer Agreement does not and will not, and the performance its consummation of this Agreement and the Ancillary Documents and the transactions contemplated hereby and thereby by the Corporation, as applicable, will not, violate, conflict with or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time, time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the its properties or assets of the Corporation under any of the terms, conditions or provisions of (i) the respective Articles its Certificate of Incorporation or By-Laws of the CorporationLaws, (ii) any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court or governmental authority, domestic or foreign, authority applicable to the Corporation it or any of its properties or assets assets, or (iii) any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which the Corporation it is now a party or by which the Corporation it or any of its properties or assets may be bound. Excluded , excluding from the foregoing sentences of this clause clauses (bii) are and (iii), such violations, conflicts, breaches, defaults, terminations, accelerations or creations of liens, security interests, charges or encumbrances that would not, in the aggregate, have a Corporation Material Adverse EffectEffect on the Company. (c) Except for the making of the Merger Filings and filings with NASDAQ, no No declaration, filing or registration with, or notice to, or authorization, consent or approval of, any governmental or regulatory body or authority, domestic or foreign, authority is necessary for the Company's execution and delivery of this Agreement or the Ancillary Documents by the Corporation or the its consummation by the Corporation of the transactions contemplated hereby or therebyhereby, other than such declarations, filings, registrations, notices, authorizations, consents or approvals which, if not made or obtained, as the case may be, would not, in the aggregate, have a Corporation Material Adverse Effect, or affect Effect on the Corporation's ability to consummate the MergerCompany.

Authority; Non-Contravention; Approvals. (a) The Corporation has Parent and Merger Sub each have full corporate power and authority to enter into execute and deliver this Agreement and, subject to the making of the Merger FilingsParent Required Statutory Approvals (as defined in Section 4.3(c)), to consummate the transactions contemplated hereby. This Agreement has been approved by the Board of Directors of the Corporation, and no other corporate proceedings on the part of the Corporation are necessary to authorize the execution and delivery of this Agreement or the consummation by the Corporation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Corporationeach of Parent and Merger Sub, and, assuming the due authorization, execution and delivery hereof by NDI and the NDI Principal ShareholdersCompany, constitutes a valid and legally binding agreement of the Corporation, each of Parent and Merger Sub enforceable against it each of them in accordance with its terms terms, except as enforceability that such enforcement may be limited by subject to (i) bankruptcy, insolvency, fraudulent conveyancereorganization, moratorium, reorganization moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and other laws generally affecting the rights of creditors and (ii) general principles of equity and applicable state or federal laws which may affect the availability of equitable remediesprinciples. (b) The execution and delivery of this Agreement, the Principals' Agreements, the Escrow Agreement, Agreement by each of Parent and Merger Sub and the Investor Statement (the Principals' Agreements, the Escrow Agreement consummation by each of Parent and the Investor Statement are collectively referred to herein as the "Ancillary Documents"), by the Corporation, as applicable, does not, and the performance Merger Sub of this Agreement and the Ancillary Documents and the transactions contemplated hereby do not and thereby by the Corporation, as applicable, will not, violate, conflict with not violate or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time, time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Corporation Parent or any of its Subsidiaries under any of the terms, conditions or provisions of (i) the respective Articles charters or bylaws of Incorporation Parent or By-Laws any of the Corporationits Subsidiaries, (ii) any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court or governmental authority, domestic or foreign, authority applicable to the Corporation Parent or any of its Subsidiaries or any of their respective properties or assets (assuming compliance with the matters referred to in Section 4.3(c)) or (iii) any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which the Corporation Parent or any of its Subsidiaries is now a party or by which the Corporation Parent or any of its Subsidiaries or any of their respective properties or assets may be bound. Excluded from bound or affected except, in the foregoing sentences case of this clause clauses (bii) are such violationsand (iii), conflictsfor matters as would not have, breachesor could not reasonably be anticipated to have, defaults, terminations, accelerations individually or creations of liens, security interests, charges or encumbrances that would not, in the aggregate, have a Corporation Material Adverse EffectEffect or materially impair the ability of Parent and Merger Sub to consummate the transactions contemplated by this Agreement. (c) Except for (i) the filing of the Registration Statement (as defined in Section 4.4) with the SEC pursuant to the Securities Act, and the declaration of the effectiveness thereof by the SEC and filings with various state blue sky authorities, and (ii) the making of the Merger Filings Filing with the Secretary of State of the State of North Carolina in connection with the Merger (the filings and filings with NASDAQapprovals referred to in clauses (i) and (ii) are collectively referred to as the "Parent Required Statutory Approvals"), no declaration, filing or registration with, or notice to, or authorization, consent or approval of, any governmental or regulatory body or authority, domestic or foreign, authority is necessary for the execution and delivery of this Agreement by Parent or the Ancillary Documents by the Corporation Merger Sub or the consummation by the Corporation Parent or Merger Sub of the transactions contemplated hereby or therebyhereby, other than such declarations, filings, registrations, notices, authorizations, consents or approvals which, if not made or obtained, as the case may be, would not, have, or could not reasonably be anticipated to have, individually or in the aggregate, have a Corporation Material Adverse Effect, Effect or affect materially impair the Corporation's ability of Parent or Merger Sub to consummate the Mergertransactions contemplated by this Agreement.

Authority; Non-Contravention; Approvals. (a) The Corporation Purchaser and Acquisition Subsidiary each has full all required corporate power and corporate authority to enter into this Agreement andAgreement, subject to the making of the Merger Filings, perform its obligations hereunder and to consummate the Merger and the other transactions contemplated hereby. This Agreement has been duly and validly authorized and approved and declared advisable by the boards of directors of Purchaser and Acquisition Subsidiary and approved by Purchaser, as the Board sole stockholder of Directors of the CorporationAcquisition Subsidiary, and no other corporate proceedings on the part of the Corporation Purchaser or Acquisition Subsidiary are necessary to authorize the execution execution, delivery and delivery performance of this Agreement or the consummation by the Corporation Purchaser and Acquisition Subsidiary of the Merger and the other transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Corporation, each of Purchaser and Acquisition Subsidiary and, assuming the due authorization, execution and delivery hereof of this Agreement by NDI and the NDI Principal Shareholderseach other party hereto, constitutes a valid and legally binding agreement of the Corporationeach of Purchaser and Acquisition Subsidiary, enforceable against it each of them in accordance with its terms except as enforceability may be limited by bankruptcyterms, insolvency, fraudulent conveyance, moratorium, reorganization and other laws generally affecting subject to the rights of creditors and general principles of equity and applicable state or federal laws which may affect the availability of equitable remediesEquitable Exceptions. (b) The execution and delivery of this Agreement, the Principals' Agreements, the Escrow Agreement, Agreement by each of Purchaser and the Investor Statement (the Principals' Agreements, the Escrow Agreement and the Investor Statement are collectively referred to herein as the "Ancillary Documents"), by the Corporation, as applicable, does Acquisition Subsidiary do not, and the performance consummation of this Agreement the Merger and the Ancillary Documents and the other transactions contemplated hereby and thereby by (assuming necessary approval under the Corporation, as applicable, HSR Act is obtained prior to Closing) will not, violate, : (i) conflict with or violate the respective Organizational Documents of Purchaser or any of its Subsidiaries (including Acquisition Subsidiary); (ii) result, in any material respect, in a violation of any Law applicable to Purchaser or any of its Subsidiaries (including Acquisition Subsidiary) or any of their respective assets or properties; or (iii) constitute a material breach of or result in a breach of any provision of, or constitute a material default (or an event which, with or without notice or lapse passage of time, time or both, would constitute a material default) under, or result in the termination of, or cancellation of or a loss of a material benefit under or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any lien, security interest, charge or encumbrance Lien upon any of the material assets or properties of Purchaser or assets any of the Corporation its Subsidiaries (including Acquisition Subsidiary) under any of the terms, conditions or provisions of (i) the respective Articles of Incorporation or By-Laws of the Corporationany written or, (ii) any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court or governmental authority, domestic or foreign, applicable to the Corporation Knowledge of Purchaser, oral Contract to which Purchaser or any of its properties or assets or Subsidiaries (iiiincluding Acquisition Subsidiary) any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which the Corporation is now a party or by which the Corporation Purchaser or any of its properties or assets may be Subsidiaries (including Acquisition Subsidiary) is bound. Excluded from the foregoing sentences of this clause (b) are such violations, conflicts, breaches, defaults, terminations, accelerations or creations of liens, security interests, charges or encumbrances that would not, in the aggregate, have a Corporation Material Adverse Effect. (c) Except for for: (i) the making of filings by Purchaser required under the HSR Act; and (ii) the Merger Filings and filings with NASDAQFiling, no declaration, filing or registration with, or notice to, or authorization, consent consent, order or approval of, any governmental Governmental Authority is required to be obtained or regulatory body made in connection with or authority, domestic or foreign, is necessary for as a result of the execution and delivery of this Agreement by Purchaser or the Ancillary Documents by the Corporation Acquisition Subsidiary or the consummation by the Corporation Purchaser and Acquisition Subsidiary of the Merger and the other transactions contemplated hereby or therebyhereby, other than such declarations, filings, registrations, notices, authorizations, consents consents, Orders or approvals whichas, if not made or obtained, as the case may be, would not, in not reasonably be expected to impair the aggregate, have a Corporation Material Adverse Effect, validity of the Merger or affect the Corporation's ability to consummate the Mergerother transactions contemplated hereby.

Authority; Non-Contravention; Approvals. (a) The Corporation Each Seller has full corporate all requisite power and authority to enter into execute and deliver this Agreement and, subject and the Transaction Documents to the making of the Merger Filings, which it is a party and to consummate perform the transactions contemplated herebyby this Agreement and the Transaction Documents. This The execution and delivery of this Agreement has and the Transaction Documents and the performance by each Seller of the transactions contemplated by this Agreement and the Transaction Documents have been approved by the Board board of Directors directors (or equivalent body) of each Seller and by the Corporation, shareholders (or the equivalent) of each Seller and no other corporate proceedings or other proceeding on the part of the Corporation are any Seller is necessary to authorize the execution and delivery of this Agreement and the Transaction Documents by each Seller or the consummation performance by the Corporation each Seller of the transactions contemplated herebyby this Agreement and the Transaction Documents. This Agreement has been been, and upon their execution each of the Transaction Documents will be, duly executed and delivered by the Corporation, each Seller that is named as a party and, assuming the due authorization, execution and delivery hereof by NDI of this Agreement and the NDI Principal ShareholdersTransaction Documents by Purchaser, constitutes a constitutes, and upon their execution the Transaction Documents will constitute, valid and legally binding agreement obligations of the Corporationeach Seller that is named as a party, enforceable against it such Seller in accordance with its terms their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyancereorganization, moratorium, reorganization and moratorium or other laws generally similar Laws affecting the enforcement of creditors’ rights of creditors generally, and general principles of equity and applicable state (regardless of whether such enforceability is considered in a proceeding in Law or federal laws which may affect the availability of equitable remediesequity). (b) The execution and delivery of this Agreement, the Principals' Agreements, the Escrow Agreement, and the Investor Statement (the Principals' Agreements, the Escrow Agreement and the Investor Statement are collectively referred to herein as the "Ancillary Documents"), by the Corporation, as applicable, does not, and the performance Sellers of this Agreement and the Ancillary Transaction Documents and the performance of the transactions contemplated hereby by this Agreement and thereby by the Corporation, as applicable, Transaction Documents do not and will not, violate, not (i) conflict with or result in a breach of any provision of, of the respective certificates of incorporation or bylaws (or equivalent organizational documents) of any Seller or any Sold Subsidiary; (ii) result in a violation or breach of or constitute a default (or an event which, with or without notice or lapse of time, time or both, would constitute a default) under, or result in the termination termination, modification or cancellation of, or the loss of a benefit under or accelerate the performance required by, or result in a right of termination termination, modification, cancellation or acceleration under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Corporation under any of the terms, conditions or provisions of (i) the respective Articles of Incorporation or By-Laws of the Corporation, (ii) any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court or governmental authority, domestic or foreign, applicable to the Corporation or any of its properties or assets or (iii) any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease contract or other instrument, obligation or agreement instrument of any kind to which the Corporation any Seller or any Sold Subsidiary is now a party or by which any Seller, any Sold Subsidiary, the Corporation Acquired Business or any of its properties the Acquired Assets or assets Assumed Liabilities may be bound. Excluded from bound or affected; or (iii) violate any order, writ, injunction, decree, statute, treaty, rule or regulation applicable to any Seller, any Sold Subsidiary, the foregoing sentences of this clause (b) are such violationsAcquired Business, conflicts, breaches, defaults, terminations, accelerations the Acquired Assets or creations of liens, security interests, charges or encumbrances that would notthe Assumed Liabilities other than, in the aggregatecase of clauses (ii) and (iii) above, as would not reasonably be expected to have a Corporation Business Material Adverse Effect. (c) Except for the making competition Law filings and for matters listed in Section 3.2(c) of the Merger Filings and filings with NASDAQSeller Disclosure Schedule, no declaration, filing or registration with, or notice to, or authorization, consent consent, order or approval of, any governmental Governmental Authority or regulatory body other Person is required to be obtained or authority, domestic made in connection with or foreign, is necessary for as a result of the execution and delivery of this Agreement and the Transaction Documents by Sellers or the Ancillary Documents performance by the Corporation or the consummation by the Corporation Sellers of the transactions contemplated hereby or thereby, other than such declarations, filings, registrations, notices, authorizations, consents or approvals which, if not made or obtained, as by this Agreement and the case may be, would not, in the aggregate, have a Corporation Material Adverse Effect, or affect the Corporation's ability to consummate the MergerTransaction Documents.

Authority; Non-Contravention; Approvals. (a) The Corporation Company has full corporate power and authority to enter into this Agreement and, subject to the making of Company Stockholders’ Approval (as defined in Section 4.17) with respect solely to the Merger Filingsand the Merger Agreement, to consummate the transactions contemplated hereby. This Agreement has and the Merger have been approved and adopted by the Board of Directors of the Corporation, and no Company. No other corporate proceedings on the part of the Corporation Company are necessary to authorize the execution and delivery of this Agreement or or, except for the Company Stockholders’ Approval with respect solely to the Merger and the Merger Agreement, the consummation by the Corporation Company of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the CorporationCompany, and, assuming the due authorization, execution and delivery hereof by NDI Parent and the NDI Principal ShareholdersMerger Subsidiary, constitutes a valid and legally binding agreement of the CorporationCompany, enforceable against it the Company in accordance with its terms terms, except as enforceability that such enforcement may be limited by subject to (i) bankruptcy, insolvency, fraudulent conveyancereorganization, moratorium, reorganization moratorium or other similar laws affecting or relating to enforcement of creditors’ rights generally and other laws generally affecting the rights of creditors and (ii) general principles of equity and applicable state or federal laws which may affect the availability of equitable remediesprinciples. (b) The execution execution, delivery and delivery of this Agreement, the Principals' Agreements, the Escrow Agreement, and the Investor Statement (the Principals' Agreements, the Escrow Agreement and the Investor Statement are collectively referred to herein as the "Ancillary Documents"), by the Corporation, as applicable, does not, and the performance of this Agreement by the Company and the Ancillary Documents consummation of the Merger and the transactions contemplated hereby do not and thereby by the Corporation, as applicable, will not, not violate, conflict with or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time, time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, contractually require any offer to purchase or any prepayment of any debt, or result in the creation of any lien, security interest, charge interest or encumbrance upon any of the properties or assets of the Corporation Company or any of its subsidiaries under any of the terms, conditions or provisions of (i) the respective Articles articles of Incorporation incorporation or By-Laws bylaws (or comparable organizational documents) of the CorporationCompany or any of its subsidiaries, (ii) any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court or governmental authority, domestic or foreign, authority applicable to the Corporation Company or any of its subsidiaries or any of their respective properties or assets assets, subject, in the case of consummation, to obtaining (prior to the Effective Time) the Company Required Statutory Approvals (as defined in Section 4.04(c)) and the Company Stockholders’ Approval, or (iii) any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind Contract to which the Corporation Company or any of its subsidiaries is now a party or by which the Corporation Company or any of its subsidiaries or any of their respective properties or assets may be bound. Excluded from bound or affected, other than, in the foregoing sentences case of clause (i) of this clause paragraph (b) are (solely to the extent such clause relates to organizational documents of the Company’s subsidiaries) and clauses (ii) and (iii) of this paragraph (b), such violations, conflicts, breaches, defaults, terminations, accelerations accelerations, contractual requirements or creations of liens, security interests, charges interests or encumbrances that would notnot reasonably be expected, individually or in the aggregate, to have a Corporation Company Material Adverse EffectEffect and would not prevent or materially delay the consummation of the Merger. (c) Except for (i) the making filings by the Company required by the HSR Act, (ii) the filing of the Proxy Statement and other applicable filings, if any, with the SEC pursuant to the Exchange Act, (iii) the filing of Articles of Merger Filings and with the Secretary of State of the State of Nevada in connection with the Merger, (iv) any filings with NASDAQor approvals from authorities required solely by virtue of the jurisdictions in which Parent or its subsidiaries conduct any business or own any assets, and (v) filings with and approvals in respect of Gaming Laws (the filings and approvals referred to in clauses (i) through (v) and those disclosed in Section 4.04(c) of the Company Disclosure Schedule are collectively referred to as the “Company Required Statutory Approvals”), no declaration, filing or registration with, or notice to, or authorization, consent or approval of, any governmental or regulatory body or authority, domestic or foreign, authority is necessary for the execution and delivery of this Agreement or the Ancillary Documents by the Corporation Company or the consummation by the Corporation Company of the transactions contemplated hereby or therebyhereby, other than such declarations, filings, registrations, notices, authorizations, consents or approvals which, if not made or obtained, as the case may be, would notnot reasonably be expected, individually or in the aggregate, to have a Corporation Company Material Adverse Effect, Effect and would not prevent or affect materially delay the Corporation's ability to consummate consummation of the Merger.

Authority; Non-Contravention; Approvals. (a) The Corporation Buyer has full corporate power and authority to enter into this Agreement and, subject the Transaction Documents to the making of the Merger Filings, which it is a party and to consummate the transactions contemplated herebyhereby and thereby. This Agreement has been approved by the Board of Directors The Buyer’s execution and delivery of the CorporationTransaction Documents to which it is a party and its consummation of the transactions contemplated hereby and thereby, have been duly authorized by its board of directors, and no other corporate proceedings on the its part of the Corporation are is necessary to authorize the its execution and delivery of this Agreement or the Transaction Documents to which it is a party and its consummation by the Corporation of the transactions contemplated herebyhereby and thereby. This Agreement has been duly Each of the Transaction Documents to which the Buyer is a party will, when executed and delivered by the CorporationBuyer, and, assuming the due authorization, execution and delivery hereof by NDI and the NDI Principal Shareholders, constitutes a constitute its valid and legally binding agreement of the Corporationagreement, enforceable against it in accordance with its terms terms, except as enforceability that such enforcement may be limited by bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization and other laws generally affecting subject to the rights of creditors and general principles of equity and applicable state or federal laws which may affect the availability of equitable remediesEnforceability Exception. (b) The execution Except as set forth on Schedule 4.4(b), no Consent, or declaration, filing or registration by the Buyer with any Person or Governmental Authority is required in connection with the execution, delivery and delivery performance by the Buyer or Arcade of this Agreement, the Principals' Agreements, the Escrow Agreement, other Transaction Documents and the Investor Statement consummation of the transactions contemplated hereby and thereby. (c) The Buyer’s execution and delivery of the Principals' Agreements, the Escrow Agreement and the Investor Statement are collectively referred Transaction Documents to herein as the "Ancillary Documents"), by the Corporation, as applicable, which it is a party does not, and the performance its consummation of this Agreement and the Ancillary Documents and the transactions contemplated hereby and thereby by the Corporation, as applicable, and therein will not, violate, conflict with or result in a breach of any provision of, or constitute a any default (or an event which, with notice or lapse of time, time or both, would constitute a an event of default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any lien, security interest, charge or encumbrance Restrictions upon any of the its properties or assets of the Corporation under any of the terms, conditions or provisions of (i) the respective Articles Certificate of Incorporation or By-Laws Bylaws of the CorporationBuyer, (ii) any statuteConsent, law, ordinance, rule, regulation, judgment, decree, orderLaw or Order, injunction, writ, permit or license of any court or governmental authority, domestic or foreign, Governmental Authority applicable to the Corporation it or any of its properties or assets assets, or (iii) any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which the Corporation it is now a party or by which the Corporation it or any of its properties or assets may be bound. Excluded , excluding from the foregoing sentences of this clause clauses (bii) are and (iii), such violations, conflicts, breaches, defaults, terminations, accelerations or creations of liens, security interests, charges or encumbrances Restrictions that would do not, in the aggregate, have a Corporation Buyer Material Adverse Effect. (c) Except for the making of the Merger Filings and filings with NASDAQ, no declaration, filing or registration with, or notice to, or authorization, consent or approval of, any governmental or regulatory body or authority, domestic or foreign, is necessary for the execution and delivery of this Agreement or the Ancillary Documents by the Corporation or the consummation by the Corporation of the transactions contemplated hereby or thereby, other than such declarations, filings, registrations, notices, authorizations, consents or approvals which, if not made or obtained, as the case may be, would not, in the aggregate, have a Corporation Material Adverse Effect, or affect the Corporation's ability to consummate the Merger.

Authority; Non-Contravention; Approvals. (a) The Corporation Buyer has full all requisite corporate power and authority to enter into execute and deliver this Agreement and, subject and the Collateral Agreements to the making of the Merger Filings, which it will be a party and to consummate effect the transactions contemplated hereby. hereby and thereby, and the execution, delivery and performance of this Agreement and the Collateral Agreements to which it will be a party have been duly authorized by all requisite corporate action and does not require the approval of Buyer’s stockholders. (b) This Agreement has been approved duly executed and delivered by Buyer and this Agreement is, and the Board Collateral Agreements to which Buyer or any of Directors Buyer’s Subsidiaries will be a party, when duly executed and delivered by Buyer and such Subsidiaries of Buyer, will be, valid and legally binding obligations of Buyer and such Subsidiaries of Buyer, enforceable against Buyer and such Subsidiaries in accordance with their respective terms, except that the enforcement hereof or thereof may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or other similar Laws now or hereafter in effect relating to creditors’ rights generally and (ii) general principles of equity (regardless of whether enforceability is considered in an Action at law or in equity). (c) Assuming that all Required Consents have been obtained, the execution, delivery and performance of this Agreement and the Collateral Agreements by Buyer and, if applicable, Buyer’s Subsidiaries, and the consummation of the Corporationtransactions contemplated hereby and thereby, do not and no other corporate proceedings on will not: (i) result in a breach or violation of any provision of Buyer’s organizational documents or the part organizational documents of Buyer’s Subsidiaries that are or will be parties to any of the Corporation are necessary Collateral Agreements; (ii) violate or conflict with, in any material respect, or result in a material breach of or constitute (with notice or lapse of time, or both) an occurrence of material default under any provision of, result in the acceleration or cancellation of any obligation under, give rise to authorize any claim, or give rise to any right by any party to terminate or amend its obligations under, any mortgage, deed of trust, conveyance to secure debt, note, loan, indenture, Encumbrance, Contract, order, judgment, decree or other arrangement to which Buyer or any of Buyer’s Subsidiaries is a party or by which it is bound; or (iii) violate, in any material respect, any Law of any Governmental Authority having jurisdiction over Buyer. (d) No consent, approval, order or authorization of, or registration, declaration or filing with, any Person is required to be obtained by Buyer or any of Buyer’s Subsidiaries in connection with the execution and delivery of this Agreement or the consummation by the Corporation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Corporation, and, assuming the due authorization, execution and delivery hereof by NDI and the NDI Principal Shareholders, constitutes a valid and legally binding agreement of the Corporation, enforceable against it in accordance with its terms except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization and other laws generally affecting the rights of creditors and general principles of equity and applicable state Collateral Agreements or federal laws which may affect the availability of equitable remedies. (b) The execution and delivery of this Agreement, the Principals' Agreements, the Escrow Agreement, and the Investor Statement (the Principals' Agreements, the Escrow Agreement and the Investor Statement are collectively referred to herein as the "Ancillary Documents"), by the Corporation, as applicable, does not, and the performance of this Agreement and the Ancillary Documents and the transactions contemplated hereby and thereby by the Corporation, as applicable, will not, violate, conflict with or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Corporation under any of the terms, conditions or provisions of (i) the respective Articles of Incorporation or By-Laws of the Corporation, (ii) any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court or governmental authority, domestic or foreign, applicable to the Corporation or any of its properties or assets or (iii) any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which the Corporation is now a party or by which the Corporation or any of its properties or assets may be bound. Excluded from the foregoing sentences of this clause (b) are such violations, conflicts, breaches, defaults, terminations, accelerations or creations of liens, security interests, charges or encumbrances that would not, in the aggregate, have a Corporation Material Adverse Effect. (c) Except for the making of the Merger Filings and filings with NASDAQ, no declaration, filing or registration with, or notice to, or authorization, consent or approval of, any governmental or regulatory body or authority, domestic or foreign, is necessary for the execution and delivery of this Agreement or the Ancillary Documents by the Corporation or the consummation by the Corporation of the transactions contemplated hereby or therebythereby by Buyer or Buyer’s Subsidiaries, other than such declarations, filings, registrations, notices, authorizations, consents or approvals which, if not made or obtained, as except for the case may be, would not, in the aggregate, have a Corporation Material Adverse Effect, or affect the Corporation's ability to consummate the MergerRequired Consents.

Authority; Non-Contravention; Approvals. (a) The Corporation Company has full the requisite corporate power and authority to enter into this Agreement and, subject to the making of the Merger FilingsRequired Company Stockholder Vote, to perform its obligations hereunder and to consummate the transactions contemplated herebyTransactions. The execution and delivery of this Agreement by Company, the performance by Company of its obligations hereunder and the consummation by Company of the Transactions have been duly authorized by all necessary corporate action on the part of Company, subject only to the Required Company Stockholder Vote and the filing and recordation of the Certificate of Merger pursuant to the DGCL. The affirmative vote of the holders of a majority in voting power of the outstanding shares of all Company Capital Stock (the “Required Company Stockholder Vote”), is the only vote of the holders of any class or series of Company Capital Stock necessary to adopt this Agreement and approve the Merger and the other Transactions. This Agreement has been approved duly executed and delivered by Company and, assuming the Board due authorization, execution and delivery by Parent and Merger Sub, constitutes the valid and binding obligation of Directors Company, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy and other similar laws and general principles of equity. (b) Company’s board of directors, by resolutions duly adopted by vote at a meeting of all directors of Company duly called and held and, as of the Corporationdate of this Agreement, not subsequently rescinded or modified in any way, has, as of the date of this Agreement (i) approved this Agreement and the Merger, and no determined that this Agreement and the Transactions, including the Merger, are fair to, and in the best interests of, the Company Stockholders, and (ii) resolved to recommend that the Company Stockholders adopt this Agreement and approve the Merger and all other corporate proceedings on the part Transactions and directed that such matters be submitted for consideration of the Corporation are necessary Company Stockholders at the Company Stockholders’ Meeting. (c) The execution and delivery of this Agreement by Company does not, and the performance of this Agreement by Company will not, (i) conflict with or violate the certificate of incorporation or bylaws of Company or the equivalent organizational documents of any of its Subsidiaries, (ii) subject to authorize obtaining the Required Company Stockholder Vote and compliance with the requirements set forth in Section 2.03(d) below, conflict with or violate any Legal Requirement applicable to Company or any of its Subsidiaries or by which its or any of their respective properties is bound or affected, except for any such conflicts or violations that would not, individually or in the aggregate, have a Company Material Adverse Effect or would not prevent or materially delay the consummation of the Merger, (iii) require an Acquired Company to make any filing with or give any notice to a Person, to obtain any Consent from a Person, or result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or impair Company’s rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any of the properties or assets of Company or any of its Subsidiaries pursuant to, any Company Contract (as defined below), except as would not, individually or in the aggregate, have a Company Material Adverse Effect or prevent or materially delay the Merger or (iv) result in the creation of any Encumbrance (other than Permitted Encumbrances) on any of the properties or assets of any Acquired Company, except as would not, individually or in the aggregate, have a Company Material Adverse Effect or prevent or materially delay the Merger. (d) No material consent, approval, order or authorization of, or registration, declaration or filing with any Governmental Body is required by or with respect to the Company in connection with the execution and delivery of this Agreement or the consummation by the Corporation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the CorporationTransactions, and, assuming the due authorization, execution and delivery hereof by NDI and the NDI Principal Shareholders, constitutes a valid and legally binding agreement of the Corporation, enforceable against it in accordance with its terms except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization and other laws generally affecting the rights of creditors and general principles of equity and applicable state or federal laws which may affect the availability of equitable remedies. (b) The execution and delivery of this Agreement, the Principals' Agreements, the Escrow Agreement, and the Investor Statement (the Principals' Agreements, the Escrow Agreement and the Investor Statement are collectively referred to herein as the "Ancillary Documents"), by the Corporation, as applicable, does not, and the performance of this Agreement and the Ancillary Documents and the transactions contemplated hereby and thereby by the Corporation, as applicable, will not, violate, conflict with or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Corporation under any of the terms, conditions or provisions of for (i) the respective Articles of Incorporation or By-Laws filing of the Corporation, Certificate of Merger with the Secretary of State of the State of Delaware; (ii) the filing of the S-4 Registration Statement and the Proxy Statement/Prospectus with the Securities and Exchange Commission (“SEC”) in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”); (iii) such Consents, orders, registrations, declarations and filings as may be required under applicable federal and state securities laws and (iv) such Consents as may be required under (A) the HSR Act or (B) any statuteother Legal Requirements that are designed or intended to prohibit, lawrestrict, ordinanceor regulate actions having the purpose or effect of monopolization or restraint of trade or significant impediments or lessening of competition or creation or strengthening of a dominant position through merger or acquisition (“Foreign Antitrust Laws” and, ruletogether with the HSR Act, regulationthe “Antitrust Laws”), judgment, decree, order, injunction, writ, permit or license of in any court or governmental authority, domestic or foreign, case that are applicable to the Corporation or any of its properties or assets or (iii) any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which the Corporation is now a party or by which the Corporation or any of its properties or assets may be bound. Excluded from the foregoing sentences of this clause (b) are such violations, conflicts, breaches, defaults, terminations, accelerations or creations of liens, security interests, charges or encumbrances that would not, in the aggregate, have a Corporation Material Adverse Effect. (c) Except for the making of the Merger Filings and filings with NASDAQ, no declaration, filing or registration with, or notice to, or authorization, consent or approval of, any governmental or regulatory body or authority, domestic or foreign, is necessary for the execution and delivery of this Agreement or the Ancillary Documents by the Corporation or the consummation by the Corporation of the transactions contemplated hereby or thereby, other than such declarations, filings, registrations, notices, authorizations, consents or approvals which, if not made or obtained, as the case may be, would not, in the aggregate, have a Corporation Material Adverse Effect, or affect the Corporation's ability to consummate the Mergerby this Agreement.

Authority; Non-Contravention; Approvals. (a) The Corporation Company has full corporate power and authority to enter into this Agreement and, subject to the making of the Merger Filingsshareholder approval, to consummate the transactions contemplated hereby. This Agreement has been approved by the Board of Directors of the CorporationCompany, and no other corporate proceedings on the part of the Corporation Company are necessary to authorize the execution and delivery of this Agreement or or, except for shareholder approval, the consummation by the Corporation Company of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the CorporationCompany, and, assuming the due authorization, execution and delivery hereof by NDI and the NDI Principal Shareholdersother parties hereto, constitutes a valid and legally binding agreement of the CorporationCompany, enforceable against it the Company in accordance with its terms except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization and other laws generally affecting the rights of creditors and general principles of equity and applicable state or federal laws which may affect the availability of equitable remediesterms. (b) The Except as set forth on Schedule 5.4(b), the execution and delivery of this Agreement, the Principals' Agreements, the Escrow Agreement, and the Investor Statement (the Principals' Agreements, the Escrow Agreement and the Investor Statement are collectively referred to herein as the "Ancillary Documents"), by the Corporation, as applicable, does Company do not, and nor will the performance consummation of this Agreement and the Ancillary Documents and the transactions contemplated hereby and thereby by the Corporation, as applicable, will nothereby, violate, conflict with or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time, time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Corporation Company under any of the terms, conditions or provisions of (i) the respective Articles of Incorporation charter or Byby-Laws laws of the CorporationCompany, (ii) to the knowledge of the Company, any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court or governmental authority, domestic or foreign, authority applicable to the Corporation Company or any of its properties or assets assets, or (iii) any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which the Corporation Company is now a party or by which the Corporation Company or any of its properties or assets may be bound. Excluded from the foregoing sentences of this clause (b) are bound or affected, except such violations, conflicts, breaches, defaults, terminations, accelerations or creations of liens, security interests, charges or encumbrances that would not, in the aggregate, have a Corporation Material Adverse Effectmaterial adverse effect on the business, operations, properties, assets, condition (financial or other) or results of operations of the Company. (c) Except for the making of filings expressly contemplated by this Agreement to be made by the Merger Filings and filings with NASDAQCompany, no declaration, filing or registration with, or notice to, or authorization, consent or approval of, any governmental or regulatory body or authority, domestic or foreign, authority is necessary for the execution and delivery of this Agreement or the Ancillary Documents by the Corporation Company or the consummation by the Corporation Company of the transactions contemplated hereby or therebyhereby, other than such declarations, filings, registrations, notices, authorizations, consents or approvals which, if not made or obtained, as the case may be, would not, in the aggregate, have a Corporation Material Adverse Effectmaterial adverse effect on the business, operations, properties, assets, condition (financial or affect other) or results of operations of the Corporation's ability to consummate the MergerCompany.

Authority; Non-Contravention; Approvals. (a) The Corporation has full corporate power and authority to enter into this Agreement and, subject to the making of the Merger Filings, to consummate the transactions contemplated hereby. This Agreement has Transaction Agreements have been approved by the Board Boards of Directors of each of the CorporationTEP Companies, or will be so approved prior to Closing, and no other corporate proceedings (including any shareholder approvals) on the part of the Corporation TEP Companies are necessary to authorize the execution and delivery of this Agreement the Transaction Agreements or the consummation by the Corporation TEP Companies of the transactions contemplated herebyhereby or thereby. This Agreement has been and at Closing each other Transaction Agreement will be duly executed and delivered by each of the CorporationTEP Companies, and, assuming the due authorization, execution and delivery hereof by NDI the Tesco Companies, constitute (and with respect to the NDI Principal Shareholders, constitutes other Transaction Agreements will at Closing constitute) a valid and legally binding agreement of the Corporation, TEP Companies enforceable against it each of them in accordance with its terms terms, except as enforceability that such enforcement may be limited by subject to (i) bankruptcy, insolvency, fraudulent conveyancereorganization, moratorium, reorganization moratorium or other similar laws affecting or relating to enforcement of creditors’ rights generally and other laws generally affecting the rights of creditors and (ii) general principles of equity and applicable state or federal laws which may affect the availability of equitable remediesprinciples. (b) The execution and delivery of this AgreementAgreement by the TEP Companies, the Principals' Agreements, execution and delivery of the Escrow Agreementother Transaction Agreements by the TEP Companies, and the Investor Statement (the Principals' Agreements, the Escrow Agreement and the Investor Statement are collectively referred to herein as the "Ancillary Documents"), consummation by the Corporation, as applicable, does not, and the performance TEP Companies of this Agreement and the Ancillary Documents and the transactions contemplated hereby do not and thereby by the Corporation, as applicable, will not, violate, conflict with not violate or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time, time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of either of the Corporation TEP Companies under any of the terms, conditions or provisions of (i) the respective Articles of Incorporation or By-Laws charters of the CorporationTEP Companies, (ii) the bylaws of the TEP Companies, (iii) any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court or governmental authority, domestic or foreign, authority applicable to either of the Corporation TEP Companies or any of its their properties or assets assets, or (iiiiv) any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which the Corporation TEP Companies or either of them is now a party or by which the Corporation TEP Companies or any of its their properties or assets may be bound. Excluded from the foregoing sentences of this clause (b) are such violations, conflicts, breaches, defaults, terminations, accelerations bound or creations of liens, security interests, charges or encumbrances that would not, in the aggregate, have a Corporation Material Adverse Effectaffected. (c) Except for the making of the Merger Filings and filings with NASDAQ, no No declaration, filing or registration with, or notice to, or authorization, consent or approval of, any governmental or regulatory body or authority, domestic or foreign, authority is necessary for the execution and delivery of this Agreement or the Ancillary Documents Transaction Agreements by the Corporation TEP Companies or the consummation by the Corporation TEP Companies of the transactions contemplated hereby or thereby, other than such declarations, filings, registrations, notices, authorizations, consents or approvals which, if not made or obtained, as the case may be, would not, in the aggregate, have a Corporation Material Adverse Effect, or affect the Corporation's ability to consummate the Merger.

Authority; Non-Contravention; Approvals. (a) The Corporation Buyer has full corporate power and authority to enter into this Agreement and, subject to the making of the Merger Filings, and to consummate the transactions contemplated hereby, including without limitation, the consummation of the financing of the Acquisition pursuant to the Financing Assurances defined in Section 3.3 (the "Financing"). This Agreement has been approved by the Board of Directors of the CorporationBuyer, and no other corporate proceedings on the part of Buyer, including without limitation the Corporation vote of Buyer's stockholders, are necessary to authorize the execution and delivery of this Agreement or the consummation by the Corporation Buyer of the transactions contemplated hereby, except that the Financing may require approval of Buyer's stockholders. This Agreement has been duly executed and delivered by the Corporation, Buyer and, assuming the due authorization, execution and delivery hereof by NDI and the NDI Principal ShareholdersSeller, constitutes a valid and legally binding agreement of the Corporation, Buyer enforceable against it Buyer in accordance with its terms terms, except as enforceability that such enforcement may be limited by subject to (i) bankruptcy, insolvency, fraudulent conveyancereorganization, moratorium, reorganization moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and other laws generally affecting the rights of creditors and (ii) general principles of equity and applicable state or federal laws which may affect the availability of equitable remediesprinciples. (b) The execution execution, delivery and delivery of this Agreement, the Principals' Agreements, the Escrow Agreement, and the Investor Statement (the Principals' Agreements, the Escrow Agreement and the Investor Statement are collectively referred to herein as the "Ancillary Documents"), by the Corporation, as applicable, does not, and the performance of this Agreement by Buyer and the Ancillary Documents consummation of the Acquisition and the transactions contemplated hereby hereby, including without limitation the Financing, do not and thereby by the Corporation, as applicable, will not, not violate, conflict with or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time, time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or or, other than in the case of the Financing, result in the creation of any lien, security interest, charge interest or encumbrance upon any of the properties or assets of the Corporation Buyer or any of its subsidiaries under any of the terms, conditions or provisions of (i) the respective Articles certificates of Incorporation incorporation or By-Laws bylaws of the CorporationBuyer or any of its subsidiaries, (ii) any statute, law, ordinance, rule, regulation, judgment, judgment decree, order, injunction, writ, permit or license of any court or governmental authority, domestic or foreign, applicable to the Corporation or any of its properties or assets or (iii) any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which the Corporation is now a party or by which the Corporation or any of its properties or assets may be bound. Excluded from the foregoing sentences of this clause (b) are such violations, conflicts, breaches, defaults, terminations, accelerations or creations of liens, security interests, charges or encumbrances that would not, in the aggregate, have a Corporation Material Adverse Effect. (c) Except for the making of the Merger Filings and filings with NASDAQ, no declaration, filing or registration with, or notice to, or authorization, consent or approval of, any governmental or regulatory body or authority, domestic or foreign, is necessary for the execution and delivery of this Agreement or the Ancillary Documents by the Corporation or the consummation by the Corporation of the transactions contemplated hereby or thereby, other than such declarations, filings, registrations, notices, authorizations, consents or approvals which, if not made or obtained, as the case may be, would not, in the aggregate, have a Corporation Material Adverse Effect, or affect the Corporation's ability to consummate the Merger.

Authority; Non-Contravention; Approvals. (a) The Corporation Each of Parent and Merger Sub has full corporate power and authority to enter into this Agreement and, subject to the making of the Merger Filings, and to consummate the transactions contemplated hereby. This Agreement has been unanimously approved by the Board of Directors of the Corporationeach of Parent and Merger Sub, and by Parent as sole stockholder in Merger Sub, and no other corporate proceedings on the part of the Corporation either Parent or Merger Sub are necessary to authorize the execution and delivery of this Agreement or the consummation by the Corporation each of Parent and Merger Sub of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Corporationeach of Parent and Merger Sub, and, assuming the due authorization, execution and delivery hereof by NDI and the NDI Principal ShareholdersCompany, constitutes a valid and legally binding agreement of the Corporationeach of Parent and Merger Sub, enforceable against it each of Parent and Merger Sub in accordance with its terms terms, except as enforceability that such enforcement may be limited by subject to (i) bankruptcy, insolvency, fraudulent conveyancereorganization, moratorium, reorganization moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and other laws generally affecting the rights of creditors and (ii) general principles of equity and applicable state or federal laws which may affect the availability of equitable remediesprinciples. (b) The execution execution, delivery and delivery of this Agreement, the Principals' Agreements, the Escrow Agreement, and the Investor Statement (the Principals' Agreements, the Escrow Agreement and the Investor Statement are collectively referred to herein as the "Ancillary Documents"), by the Corporation, as applicable, does not, and the performance of this Agreement by each of Parent and Merger Sub and the Ancillary Documents and consummation of the transactions contemplated hereby do not and thereby by the Corporation, as applicable, will not, not violate, conflict with or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time, time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or require any offer to purchase or any prepayment of any debt or result in the creation of any lien, security interest, charge interest or encumbrance upon any of the properties or assets of the Corporation Parent or any of its subsidiaries under any of the terms, conditions or provisions of (i) the respective Articles certificates of Incorporation incorporation or Byby-Laws laws or similar organizational documents of the CorporationParent, Merger Sub or any subsidiary of Parent, (ii) any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court or governmental authority, domestic or foreign, authority applicable to the Corporation Parent, Merger Sub or any subsidiary of Parent or any of its their respective properties or assets assets, subject in the case of consummation, to obtaining prior to the Acceptance Date the Parent Required Statutory Approvals, or (iii) any noteloan or credit agreement, bond, debenture, note, mortgage, indenture, deed of trustguarantee, licenselease or other contract, franchisecommitment, obligation, undertaking, permit, concession, contractfranchise or license, lease whether oral or other instrumentwritten (each, obligation or agreement of any kind including all amendments thereto, a "Contract") to which the Corporation Parent, Merger Sub or any subsidiary of Parent is now a party or by which the Corporation Parent, Merger Sub or any subsidiary of Parent or any of its their respective properties or assets may be bound. Excluded from bound or affected, other than, in the foregoing sentences case of this clause (bii) are and (iii) above, such violations, conflicts, breaches, defaults, terminations, accelerations accelerations, offers, prepayments or creations of liens, security interests, charges interests or encumbrances that would notare not reasonably likely to have, individually or in the aggregate, have a Corporation Material Adverse Effect. (c) Except for the making of the Merger Filings and filings with NASDAQ, no declaration, filing or registration with, or notice to, or authorization, consent or approval of, any governmental or regulatory body or authority, domestic or foreign, is necessary for the execution and delivery of this Agreement or the Ancillary Documents by the Corporation or the consummation by the Corporation of the transactions contemplated hereby or thereby, other than such declarations, filings, registrations, notices, authorizations, consents or approvals which, if not made or obtained, as the case may be, would not, in the aggregate, have a Corporation Parent Material Adverse Effect, or affect prevent or materially impede or delay the Corporation's ability to consummate consummation of the MergerOffer, the Merger or the other transactions contemplated hereby.

Authority; Non-Contravention; Approvals. (a) The Corporation Company has full corporate power and authority to enter into this Agreement and, subject to the making approval of the Merger FilingsCompany’s shareholders, to consummate the transactions contemplated hereby. This Agreement has been unanimously approved by the Board of Directors of the CorporationCompany, and no other corporate proceedings on the part of the Corporation Company are necessary to authorize the execution and delivery of this Agreement or or, except for the Shareholder Approval, the consummation by the Corporation Company of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the CorporationCompany, and, assuming the due authorization, execution and delivery hereof by NDI Buyer and the NDI Principal ShareholdersMerger Sub, constitutes a valid and legally binding agreement of the CorporationCompany, enforceable against it the Company in accordance with its terms except as enforceability may be limited by terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, moratoriuminsolvency, reorganization reorganization, moratorium and other laws similar Legal Requirements now or hereafter in effect relating to or affecting creditors’ rights and remedies generally affecting the rights of creditors and to general principles of equity and applicable state or federal laws which may affect the availability of equitable remediesequity. (b) The execution execution, delivery and delivery of this Agreement, the Principals' Agreements, the Escrow Agreement, and the Investor Statement (the Principals' Agreements, the Escrow Agreement and the Investor Statement are collectively referred to herein as the "Ancillary Documents"), by the Corporation, as applicable, does not, and the performance of this Agreement by the Company and the Ancillary Documents consummation of the Merger and the other transactions contemplated hereby do not and thereby by the Corporation, as applicable, will not, not violate, conflict with or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time, time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any lien, security interest, charge or encumbrance Encumbrance upon any of the properties or assets of the Corporation Company under any of the terms, conditions or provisions of (i) the respective Articles of Incorporation or By-Laws Bylaws of the CorporationCompany, (ii) any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license Legal Requirement of any court or governmental authority, domestic or foreign, Governmental Entity applicable to the Corporation Company or any of its properties or assets assets, or (iii) any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind Contract to which the Corporation Company is now a party or by which the Corporation Company or any of its properties or assets may be bound. Excluded from bound or affected; subject in the foregoing sentences case of this the terms, conditions or provisions described in clause (biii) are such violationsabove, conflicts, breaches, defaults, terminations, accelerations or creations to obtaining (prior to the Effective Time) consents required of liens, security interests, charges or encumbrances that would not, the Persons listed in Section 5.5(b) of the aggregate, have a Corporation Material Adverse EffectDisclosure Schedule (the “Required Consents”). (c) Except for (i) the making filing of the Proxy Statement with the SEC pursuant to the Exchange Act, (ii) the Merger Filings Filing, (iii) the Shareholder Approval and filings (iv) Required Consents, the Company is not required to make any filing with NASDAQ, no declaration, filing or registration with, or give any notice to, or authorization, to obtain any consent or approval offrom, any governmental or regulatory body or authority, domestic or foreign, is necessary for Person in connection with the Company’s execution and delivery of this Agreement or the Ancillary Documents by the Corporation or the consummation by the Corporation of the transactions contemplated hereby by this Agreement except where failure to obtain such consents, give notice or therebyfiling which would not delay consummation of the Merger or otherwise prevent the Company from performing its obligations under this Agreement or is not reasonably likely to have, other than such declarations, filings, registrations, notices, authorizations, consents individually or approvals which, if not made or obtained, as the case may be, would not, in the aggregate, have a Corporation Material Adverse Effect. (d) The affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock in accordance with the IBCL and the Company’s Articles of Incorporation, voting together as a class, is the only vote of the holders of any class or affect series of the Corporation's ability Company’s capital stock necessary to consummate the Mergerapprove and adopt this Agreement.

Authority; Non-Contravention; Approvals. (a) The Corporation has Parent and Merger Sub each have full corporate power and authority to enter into execute and deliver this Agreement and, subject to the making of the Merger FilingsParent Required Statutory Approvals (as defined in SECTION 4.3(C)), to consummate the transactions contemplated hereby. This Agreement has been approved by the Board of Directors of the Corporation, and no other corporate proceedings on the part of the Corporation are necessary to authorize the execution and delivery of this Agreement or the consummation by the Corporation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Corporationeach of Parent and Merger Sub, and, assuming the due authorization, execution and delivery hereof by NDI and the NDI Principal ShareholdersCompany, constitutes a valid and legally binding agreement of the Corporation, each of Parent and Merger Sub enforceable against it each of them in accordance with its terms terms, except as enforceability that such enforcement may be limited by subject to (i) bankruptcy, insolvency, fraudulent conveyancereorganization, moratorium, reorganization moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and other laws generally affecting the rights of creditors and (ii) general principles of equity and applicable state or federal laws which may affect the availability of equitable remediesprinciples. (b) The execution and delivery of this Agreement, the Principals' Agreements, the Escrow Agreement, Agreement by each of Parent and Merger Sub and the Investor Statement (the Principals' Agreements, the Escrow Agreement consummation by each of Parent and the Investor Statement are collectively referred to herein as the "Ancillary Documents"), by the Corporation, as applicable, does not, and the performance Merger Sub of this Agreement and the Ancillary Documents and the transactions contemplated hereby do not and thereby by the Corporation, as applicable, will not, violate, conflict with not violate or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time, time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Corporation Parent or any of its Subsidiaries under any of the terms, conditions or provisions of (i) the respective Articles charters or bylaws of Incorporation Parent or By-Laws any of the Corporationits Subsidiaries, (ii) any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court or governmental authority, domestic or foreign, authority applicable to the Corporation Parent or any of its Subsidiaries or any of their respective properties or assets (assuming compliance with the matters referred to in SECTION 4.3(C)) or (iii) any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which the Corporation Parent or any of its Subsidiaries is now a party or by which the Corporation Parent or any of its Subsidiaries or any of their respective properties or assets may be bound. Excluded from bound or affected except, in the foregoing sentences case of this clause clauses (bii) are such violationsand (iii), conflictsfor matters as would not have, breachesor could not reasonably be anticipated to have, defaults, terminations, accelerations individually or creations of liens, security interests, charges or encumbrances that would not, in the aggregate, have a Corporation Material Adverse EffectEffect or materially impair the ability of Parent and Merger Sub to consummate the transactions contemplated by this Agreement. (c) Except for (i) the filing of the Registration Statement (as defined in SECTION 4.4) with the Securities and Exchange Commission (the "SEC") pursuant to the Securities Act of 1933, as amended (the "SECURITIES ACT"), and the declaration of the effectiveness thereof by the SEC and filings with various state blue sky authorities, and (ii) the making of the Merger Filings Filing with the Secretary of State of the State of Michigan in connection with the Merger (the filings and filings with NASDAQapprovals referred to in clauses (i) and (ii) are collectively referred to as the "PARENT REQUIRED STATUTORY APPROVALS"), no declaration, filing or registration with, or notice to, or authorization, consent or approval of, any governmental or regulatory body or authority, domestic or foreign, authority is necessary for the execution and delivery of this Agreement by Parent or the Ancillary Documents by the Corporation Merger Sub or the consummation by the Corporation Parent or Merger Sub of the transactions contemplated hereby or therebyhereby, other than such declarations, filings, registrations, notices, authorizations, consents or approvals which, if not made or obtained, as the case may be, would not, have, or could not reasonably be anticipated to have, individually or in the aggregate, have a Corporation Material Adverse Effect, Effect or affect materially impair the Corporation's ability of Parent or Merger Sub to consummate the Mergertransactions contemplated by this Agreement.

Authority; Non-Contravention; Approvals. (a) The Corporation Company has full corporate power and authority to enter into execute and deliver this Agreement and, subject to the making of the Merger Filings, Company Shareholders' Approval (as defined herein) to consummate the transactions contemplated herebytransactions. This Agreement has been approved by the Board of Directors of the Corporation, Company and no other corporate proceedings on the part of the Corporation Company are necessary to authorize the execution and delivery of this Agreement or or, except for the Company Shareholders' Approval, the consummation by the Corporation Company of the transactions transactions. The only vote of holders of any class or series of capital stock of the Company or any of its subsidiaries necessary to adopt and approve this Agreement and the Merger is the adoption and approval of this Agreement and the Merger by the holders of a majority of the total number of outstanding shares of Series I Common Stock entitled to vote at the Shareholders Meeting (the "Company Shareholders' Approval"). The affirmative vote of the holders of any capital stock or other securities (or any separate class thereof) of the Company or any of its subsidiaries is not necessary to consummate the Merger or any transaction contemplated herebyby this Agreement other than as set forth in the preceding sentence. This Agreement has been duly executed and delivered by the CorporationCompany, and, assuming the due authorization, execution and delivery hereof by NDI Parent and the NDI Principal ShareholdersSubsidiary, constitutes a valid and legally binding agreement of the CorporationCompany, enforceable against it the Company in accordance with its terms terms, except as enforceability that such enforcement may be limited by subject to (a) bankruptcy, insolvency, fraudulent conveyancereorganization, moratorium, reorganization moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and other laws generally affecting the rights of creditors and (b) general principles of equity and applicable state or federal laws which may affect the availability of equitable remediesprinciples. (b) The execution execution, delivery and delivery of this Agreement, the Principals' Agreements, the Escrow Agreement, and the Investor Statement (the Principals' Agreements, the Escrow Agreement and the Investor Statement are collectively referred to herein as the "Ancillary Documents"), by the Corporation, as applicable, does not, and the performance of this Agreement by the Company and the Ancillary Documents consummation of the Merger and the other transactions contemplated hereby and thereby by the Corporation, as applicable, will not, not violate, conflict with or result in a breach of any provision violation of, or constitute a default (or an event which, with notice or lapse of time, time or both, would constitute a default) under, or result in the give rise to a right of termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any lien, security interest, charge or encumbrance Encumbrances upon any of the properties or assets of the Corporation under Company or any of the terms, conditions or provisions of its subsidiaries under (i) the respective Articles articles of Incorporation incorporation or By-Laws bylaws of the CorporationCompany or any of its subsidiaries, (ii) any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any Governmental Authority or court or governmental authority, domestic or foreign, applicable to the Corporation Company or any of its subsidiaries or any of their respective properties or assets assets, or (iii) any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which the Corporation Company or any of its subsidiaries is now a party or by which the Corporation Company or any of its subsidiaries or any of their respective properties or assets may be boundare bound or affected; subject in the case of the terms, conditions or provisions described in clause (ii) above, to obtaining (before the Effective Time) the Company Required Statutory Approvals (as defined below) and the Company Shareholders' Approval. Excluded from the foregoing sentences of this paragraph (b), insofar as they apply to the terms, conditions or provisions described in clause (iii) of the first sentence of this paragraph (b) (and whether resulting from such execution and delivery or consummation), are such violations, conflicts, breaches, defaults, terminations, accelerations or creations of liensEncumbrances that have not had and could not reasonably be expected to have, security interests, charges individually or encumbrances that would not, in the aggregate, have a Corporation Company Material Adverse Effect. (c) Except for (i) filings under any applicable state securities or blue sky laws or state takeover laws, (ii) the making of the Merger Filings Filing with the Department of Treasury of the State of New Jersey in connection with the Merger, and (iii) any required filings with NASDAQor approvals from applicable environmental authorities, including, without limitation, the New Jersey Industrial Site Recovery Act, as amended, public service commissions and public utility commissions (the filings and approvals referred to in clauses (i) through (iii) are collectively referred to as the "Company Required Statutory Approvals"), no declaration, filing or registration with, or notice to, or authorization, consent or approval of, any governmental or regulatory body or authority, domestic or foreign, Governmental Authority is necessary for the execution and delivery of this Agreement or the Ancillary Documents by the Corporation Company or the consummation by the Corporation Company of the transactions contemplated hereby or therebyhereby, other than such declarations, filings, registrations, notices, authorizations, consents or approvals which, if not made or obtained, as the case may be, would nothave not had and could not reasonably be expected to have, individually or in the aggregate, have a Corporation Company Material Adverse Effect, or affect the Corporation's ability to consummate the Merger.