Common use of Authority; Non-Contravention Clause in Contracts

Authority; Non-Contravention. Sub has the requisite power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, the performance by Sub of its obligations hereunder and the consummation of the transactions contemplated hereby have been duly authorized by its Board of Directors and Investor as its sole stockholder, and, except for the corporate filings required by state law, no other corporate proceedings on the part of Sub are necessary to authorize this Agreement and the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Sub and (assuming the due authorization, execution and delivery hereof by the Company) constitutes a valid and binding obligation of Sub enforceable against Sub in accordance with its terms, except as the enforceability thereof may be limited by creditors' rights generally or by general principles of equity. The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby and compliance with the provisions hereof will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Sub under, any provision of (i) the Articles of Incorporation or By-Laws of Sub, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Sub or (iii) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Sub or any of its properties or assets, other than, in the case of clauses (ii) or (iii), any such conflicts, violations, defaults, rights, liens, security interests, charges or encumbrances that, individually or in the aggregate, would not have a Material Adverse Effect on Sub, materially impair the ability of Sub to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby.

Authority; Non-Contravention. Parent, the Merger Sub has and the Majority Shareholder have all requisite power and authority to enter into this Agreement and to consummate the transactions contemplated herebyby this Agreement. The execution and delivery of this Agreement, the performance Agreement by Parent and Merger Sub of its obligations hereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby by this Agreement have been (or at Closing will have been) duly authorized by its Board of Directors and Investor as its sole stockholder, and, except for the all necessary corporate filings required by state law, no other corporate proceedings action on the part of Sub are necessary to authorize this Agreement Parent and the transactions contemplated herebyMerger Sub. This Agreement has been duly and validly executed and delivered by Sub and (assuming the due authorization, execution and delivery hereof by the Company) constitutes a valid and binding obligation of Parent, Merger Sub and the Majority Shareholder, enforceable against Sub in accordance with its terms, except as the enforceability thereof may be limited by creditors' rights generally or by general principles of equity. The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby by this Agreement and compliance with the provisions hereof of this Agreement will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to the loss of a material benefit under, or result in the creation of any lien, security interest, charge or encumbrance lien upon any of the properties or assets of Parent or Merger Sub under, any provision of (i) the Articles of Incorporation or By-Laws bylaws of Parent or Merger Sub or the comparable charter or organizational documents of any other Subsidiary of Parent or Merger Sub, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Parent, Merger Sub or their respective properties or assets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule rule, regulation or regulation arbitration award applicable to Parent, Merger Sub or any of its their respective properties or assets, other than, in the case of clauses (ii) or and (iii), any such conflicts, breaches, violations, defaults, rights, liens, security interests, charges losses or encumbrances that, liens that individually or in the aggregate, would aggregate could not have a Material Adverse Effect on Subwith respect to Parent or Merger Sub or could not prevent, hinder or materially impair delay the ability of Parent or Merger Sub to perform its obligations hereunder consummate the transactions contemplated by this Agreement. No consent, approval, order or prevent authorization of, or registration, declaration or filing with, or notice to, any governmental entity is required by or with respect to Parent or Merger Sub in connection with the execution and delivery of this Agreement by Parent or Merger Sub or the consummation by Parent or Merger Sub, as the case may be, of any of the transactions contemplated herebyby this Agreement, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, as required, and such other consents, approvals, orders, authorizations, registrations, declarations, filings or notices as may be required under the “blue sky” laws of various states.

Authority; Non-Contravention. Sub (a) The Company has the requisite all necessary corporate power and authority to enter into execute and deliver this Agreement and, subject to obtaining the Company Shareholder Approval, to perform its obligations hereunder and to consummate the transactions contemplated herebyTransactions. The execution Company Board, at a meeting duly called and delivery held, unanimously adopted resolutions (i) determining that it is in the best interests of the Company and its shareholders for the Company to enter into this Agreement, (ii) adopting the plan of merger set forth in this Agreement and approving the Company’s execution, delivery and performance by Sub of its obligations hereunder this Agreement and the consummation of the transactions contemplated hereby Transactions, and (iii) resolving to recommend that the shareholders of the Company approve this Agreement and the plan of merger set forth in this Agreement and directing that this Agreement be submitted to the shareholders of the Company for approval at a duly held meeting of such shareholders for such purpose (the “Company Board Recommendation”). As of the date of this Agreement, such resolutions have not been duly authorized by its Board of Directors and Investor as its sole stockholder, and, except amended or withdrawn. Except for obtaining the corporate filings required by state lawCompany Shareholder Approval, no other corporate proceedings action on the part of Sub are the Company is necessary to authorize the execution and delivery of, and performance by, the Company under this Agreement and the transactions contemplated herebyplan of merger set forth in this Agreement and the consummation by it of the Transactions. This Agreement has been duly and validly executed and delivered by Sub and (the Company and, assuming the due authorization, execution and delivery hereof by the Company) other parties hereto, constitutes a legal, valid and binding obligation of Sub the Company, enforceable against Sub the Company in accordance with its terms, except as the that such enforceability thereof (A) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general application affecting or relating to the enforcement of creditors' ’ rights generally or by and (B) is subject to general principles of equity. The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby and compliance with the provisions hereof will not, conflict with, or result whether considered in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Sub under, any provision of (i) the Articles of Incorporation or By-Laws of Sub, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Sub or (iii) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Sub or any of its properties or assets, other than, in the case of clauses (ii) or (iii), any such conflicts, violations, defaults, rights, liens, security interests, charges or encumbrances that, individually proceeding at law or in equity (the aggregate, would not have a Material Adverse Effect on Sub, materially impair the ability of Sub to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby“Bankruptcy and Equity Exception”).

Authority; Non-Contravention. Sub The Company has the all requisite power and authority to enter into this Agreement and to consummate the transactions contemplated herebyby this Agreement. The execution and delivery of this Agreement, Agreement by the performance by Sub of its obligations hereunder Company and the consummation by the Company of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by its Board of Directors and Investor as its sole stockholder, and, except for the corporate filings required by state law, no other corporate proceedings all necessary action on the part of Sub are necessary to authorize this Agreement and the transactions contemplated herebyCompany. This Agreement has been duly and validly executed and when delivered by Sub and (assuming the due authorization, execution and delivery hereof by the Company) constitutes Company shall constitute a valid and binding obligation of Sub the Company, enforceable against Sub the Company and the selling shareholders, as applicable, in accordance with its terms, except as the enforceability thereof such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors' ’ rights generally or by general principles of equity. The execution and delivery of this Agreement does do not, and the consummation of the transactions contemplated hereby by this Agreement and compliance with the provisions hereof will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to the a loss of a material benefit under, or result in the creation of any lien, security interest, charge or encumbrance lien upon any of the properties or assets of Sub the Company under, any provision of (i) the Articles Company’s articles of Incorporation incorporation or By-Laws of Subbylaws, if any, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Sub the Company, its properties or assets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule rule, regulation or regulation arbitration award applicable to Sub or any of the Company, its properties or assets, other than, in the case of clauses (ii) or and (iii), any such conflicts, breaches, violations, defaults, rights, liens, security interests, charges losses or encumbrances that, liens that individually or in the aggregate, would aggregate could not have a Material Adverse Effect on Submaterial adverse effect with respect to the Company or could not prevent, hinder or materially impair delay the ability of Sub the Company to perform its obligations hereunder or prevent the consummation of any of consummate the transactions contemplated herebyby this Agreement.

Authority; Non-Contravention. Sub The Board of Directors of the Company has declared the Merger advisable, fair and in the best interests of the Company and each of the holders of Common Stock and Exchangeable Preferred, and the Company has all requisite corporate power and authority to enter into this Agreement and and, subject to approval of the Merger by the stockholders of the Company, to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery of this Agreement, Agreement by the performance by Sub of its obligations hereunder Company and the consummation by the Company of the transactions contemplated hereby have been duly authorized by its Board of Directors and Investor as its sole stockholder, and, except for the all necessary corporate filings required by state law, no other corporate proceedings action on the part of Sub are the Company, subject to approval of the Merger by the stockholders of the Company. The only votes of the holders of any class or series of Company capital stock necessary to authorize this Agreement and approve the transactions contemplated herebyMerger are the affirmative votes of the holders of a majority of the outstanding shares of Common Stock, voting separately as a class. This Agreement has been duly and validly executed and delivered by Sub the Company and (assuming the due valid authorization, execution and delivery hereof of this Agreement by the CompanyInvestor and Sub, as applicable) constitutes a valid and binding obligation of Sub the Company enforceable against Sub the Company in accordance with its terms, except as the enforceability thereof may be limited by creditors' rights generally or by general principles of equity. The Except as set forth in the Company Disclosure Letter, the execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby and compliance with the provisions hereof will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Sub the Company or any of its Subsidiaries under, any provision of (i) the Articles Certificate of Incorporation or Incorporation, By-Laws laws or other organizational documents of Subthe Company or any of its Subsidiaries (true and complete copies of which as of the date hereof have been delivered to Investor), or (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Sub or (iii) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Sub the Company or any of its Subsidiaries or any of their respective properties or assets, other than, in the case of clauses clause (ii) or (iii), any such conflicts, violations, defaults, rights, liens, security interests, charges or encumbrances that, individually or in the aggregate, would not have a Material Adverse Effect on Subthe Company, materially impair the ability of Sub the Company and its Subsidiaries to perform its material obligations hereunder or prevent the consummation of any of the material transactions contemplated hereby. No filing or registration with, or authorization, consent or approval of, any Governmental Entity is required by or with respect to the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the transactions contemplated hereby, except for (i) compliance with the provisions of the Exchange Act, (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business, (iii) compliance with any applicable requirements of the Securities Act, (iv) compliance with any applicable Blue Sky Laws, (v) those matters including but not limited to, regulatory consents, approvals and waivers, set forth in the Company Disclosure Letter, and (vi) such other consents, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made would not, individually or in the aggregate, have a Material Adverse Effect on the Company, materially impair the ability of the Company and its Subsidiaries to perform its obligations hereunder or prevent the consummation of any of the material transactions contemplated hereby; it being understood and agreed that the Company is not making any representation or warranty with respect to third party consents, waivers or amendments required to be obtained by the Company to consummate the transactions contemplated hereby.

Authority; Non-Contravention. Sub The Company has the requisite corporate power and authority to enter into this Agreement and, subject to approval of the Merger and this Agreement by the holders of a majority of the outstanding Company Shares as of the record date for the Company Stockholders Meeting ("Company Stockholder Approval"), to consummate the transactions contemplated herebyhereby and to take such actions, if any, as shall have been taken with respect to the matters referred to in Section 3.1(h). The execution and delivery of this Agreement, Agreement by the performance by Sub of its obligations hereunder Company and the consummation by the Company of the transactions contemplated hereby have been duly authorized by its Board of Directors and Investor as its sole stockholder, and, except for the all necessary corporate filings required by state law, no other corporate proceedings action on the part of Sub are necessary the Company, subject to authorize this Agreement and the transactions contemplated herebyCompany Stockholder Approval. This Agreement has been duly and validly executed and delivered by Sub the Company and (assuming the due authorization, execution and delivery hereof by the Company) constitutes a valid and binding obligation of Sub the Company, enforceable against Sub the Company in accordance with its terms, except as that (i) such enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws or judicial decisions now or hereafter in effect relating to creditors' rights generally, (ii) the remedy of specific performance and injunctive relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought and (iii) the enforceability thereof of any indemnification provision contained herein may be limited by creditors' rights generally applicable federal or by general principles of equitystate securities laws. The execution and delivery of this Agreement does by the Company do not, and the consummation of the transactions contemplated hereby and compliance with the provisions hereof will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or "put" right with respect to any obligation or to the loss of a material benefit under, or result in the creation of any lienLien, security interest, charge or encumbrance upon any of the properties or assets of Sub the Company or any of its subsidiaries under, any provision of (i) the Articles Corrected Restated Certificate of Incorporation or Amended and Restated By-Laws laws of Subthe Company or any provision of the comparable organizational documents of its subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease lease, or other agreement, instrument, permit, concession, franchise or license applicable to Sub the Company or any of its subsidiaries or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule or regulation or arbitration award applicable to Sub the Company or any of its subsidiaries or their respective properties or assets, other than, in the case of clauses clause (ii) or (iii), any such conflicts, violations, defaults, rights, liens, security interests, charges rights or encumbrances that, Liens that individually or in the aggregate, aggregate would not have a Material Adverse Effect on Sub, the Company and its subsidiaries taken as a whole and would not materially impair the ability of Sub the Company to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby.. No consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or agency, domestic or foreign, including

Authority; Non-Contravention. Sub Parent and each Seller has the requisite all corporate power and authority to enter into execute and deliver this Agreement and the other agreements, instruments and certificates to be executed and delivered pursuant hereto and to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery of this Agreement, the performance by Sub of its obligations hereunder Agreement and the consummation of the transactions contemplated hereby have been duly authorized by its Board of Directors and Investor as its sole stockholder, and, except for the all necessary corporate filings required by state law, no other corporate proceedings action on the part of Sub are necessary Parent and each Seller and, to authorize this Agreement the extent applicable, the stockholders of Parent and each Seller, and the execution and delivery of the other agreements, instruments and certificates to be executed and delivered pursuant hereto and the consummation of the transactions contemplated herebythereby have been authorized by all necessary corporate action on the part of Parent and each Seller and, to the extent applicable, the stockholders of Parent and each Seller. This Agreement has been duly and validly executed and delivered by Sub Parent and (assuming the due authorizationeach Seller party hereto and constitutes, execution and delivery hereof each other agreement, instrument and certificate to be executed and delivered pursuant hereto when duly executed and delivered by the Company) constitutes a Parent and each Seller party thereto will constitute, legal, valid and binding obligation obligations of Sub Parent and each such Seller enforceable against Sub it in accordance with its their terms, except as the enforceability thereof may be limited by creditors' rights generally or by general principles of equity. The execution and delivery of this Agreement does not, and of the other agreements, instruments and certificates to be executed and delivered pursuant hereto will not, and the consummation of the transactions contemplated hereby and thereby and the compliance with the provisions terms hereof and thereof will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Sub under, any provision of not (i) the Articles of Incorporation or By-Laws of Subviolate any law, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Sub or (iii) any judgment, order, decree, statute, law, ordinance, rule or and regulation applicable to Sub Parent or any Seller, (ii) conflict with any provision of Parent's or any Seller's certificate of incorporation or by-laws, (iii) except as set forth in Schedule 4.01(b), conflict with any material Contract to which Parent or any Seller is a party or by which Parent or any Seller or any of its properties Parent's or assetsSellers' property is bound or (iv) require any consent, approval, notice, order or authorization of, or the registration, declaration or filing with, any Governmental Entity or any other Person (including any stockholder, bondholder or other creditor of Parent or any Seller), other thanthan (A) the filing of a premerger notification report by Parent and Sellers under the HSR Act, in (B) such filings and consents as may be required under Property Transfer Laws, (C) such premerger filings and notifications as may be required pursuant to the case laws of clauses Belgium, Germany and France and (iiD) or (iiias otherwise set forth on Schedule 4.01(b), any such conflicts, violations, defaults, rights, liens, security interests, charges or encumbrances that, individually or in the aggregate, would not have a Material Adverse Effect on Sub, materially impair the ability of Sub to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby.

Authority; Non-Contravention. Sub (a) The Company has the all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, the performance by Sub of its obligations hereunder Agreement and the consummation of the transactions contemplated hereby have been duly authorized by its Board of Directors and Investor as its sole stockholder, and, except for the all necessary corporate filings required by state law, no other corporate proceedings action on the part of Sub are necessary the Company, subject only to authorize the approval and adoption of this Agreement and the transactions contemplated herebyapproval of the Merger by the Company's stockholders and the filing of the Certificate of Merger pursuant to Delaware Law. A vote of the holders of a majority of the outstanding shares of the Company Common Stock is sufficient for the Company's stockholders to approve and adopt this Agreement and approve the Merger. This Agreement has been duly and validly executed and delivered by Sub and (the Company and, assuming the due authorization, execution and delivery hereof by the Company) Parent and Merger Sub, constitutes a valid and binding obligation obligations of Sub the Company, enforceable against Sub the Company in accordance with its terms, except as the enforceability thereof may be limited by creditors' rights generally or by bankruptcy and other similar laws and general principles of equity. The execution and delivery of this Agreement by the Company does not, and the consummation performance of this Agreement by the Company will not, (i) conflict with or violate the Company Charter Documents, (ii) subject to obtaining the approval and adoption of this Agreement and the approval of the transactions Merger by the Company's stockholders as contemplated hereby in Section 5.2 and compliance with the provisions hereof will notrequirements set forth in Section 2.4(b) below, conflict withwith or violate any law, rule, regulation, order, judgment or decree applicable to the Company or any of its subsidiaries or by which the Company or any of its subsidiaries or any of their respective properties is bound or affected, or (iii) except as set forth in Part 2.4(a) of the Company Schedules result in any violation of, material breach of or constitute a material default (or an event that with or without notice or lapse of time, time or bothboth would become a material default) under, or impair the Company's rights or alter the rights or obligations of any third party under, or give rise to a right others any rights of termination, amendment, acceleration or cancellation or acceleration of any obligation or to the loss of a material benefit underof, or result in the creation of any lien, security interest, charge a material lien or encumbrance upon Encumbrance on any of the material properties or assets of Sub underthe Company or any of its subsidiaries pursuant to, any provision of (i) the Articles of Incorporation or By-Laws of Sub, (ii) any loan or credit agreement, material note, bond, mortgage, indenture, lease or other contract, agreement, instrumentlease, license, permit, franchise, concession, franchise or license applicable other instrument or obligation to Sub or (iii) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Sub which the Company or any of its properties subsidiaries is a party or assetsby which the Company or any of its subsidiaries or its or any of their respective assets are bound or affected. Part 2.4(a) of the Company Schedules lists all consents, other thanwaivers and approvals under any of the Company's material agreements, contracts, licenses or leases required to be obtained in the case of clauses (ii) or (iii), any such conflicts, violations, defaults, rights, liens, security interests, charges or encumbrances that, individually or in the aggregate, would not have a Material Adverse Effect on Sub, materially impair the ability of Sub to perform its obligations hereunder or prevent connection with the consummation of any of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a material loss of benefits to the Company, Parent or the Surviving Corporation as a result of the Merger.

Authority; Non-Contravention. Sub The Board of Directors of ---------------------------- the Company has declared the Merger advisable and the Company has all requisite power and authority to enter into this Agreement and and, subject to approval of the Merger by the stockholders of the Company (if required), to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, Agreement by the performance by Sub of its obligations hereunder Company and the consummation by the Company of the transactions contemplated hereby have been duly authorized by its Board of Directors and Investor as its sole stockholder, and, except for the all necessary corporate filings required by state law, no other corporate proceedings action on the part of Sub are necessary the Company, subject to authorize this Agreement and such approval of the transactions contemplated herebyMerger by the stockholders of the Company (if required). This Agreement has been duly and validly executed and delivered by Sub the Company and (assuming the due valid authorization, execution and delivery hereof of this Agreement by the CompanyParent and Sub) constitutes a valid and binding obligation of Sub the Company enforceable against Sub the Company in accordance with its terms. Except as set forth in the Company SEC Documents (as hereinafter defined) or the letter from the Company to Parent dated the date hereof, except which letter relates to this Agreement and is designated therein as the enforceability thereof may be limited by creditors' rights generally or by general principles of equity. The Company Disclosure Letter (the "Company Disclosure Letter"), the execution and delivery of this Agreement does do not, and the consummation of the transactions contemplated hereby and compliance with the provisions hereof will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Sub the Company or any of its Significant Subsidiaries under, any provision of (i) the Articles Certificate of Incorporation or By-Laws Bylaws of Subthe Company (true and complete copies of which as of the date hereof have been delivered to Parent) or any provision of the comparable charter or organization documents of any of its Significant Subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Sub the Company or any of its Significant Subsidiaries or (iii) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Sub the Company or any of its Significant Subsidiaries or any of their respective properties or assets, other than, in the case of clauses clause (ii) or (iii), any such conflicts, violations, defaults, rights, liens, security interests, charges or encumbrances that, individually or in the aggregate, would not have a Material Adverse Effect on Subthe Company, materially impair the ability of Sub the Company to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby. No filing or registration with, or authorization, consent or approval of, any Governmental Entity is required by or with respect to the Company or any of its Significant Subsidiaries in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the transactions contemplated hereby, except for (i) in connection or in compliance with the provisions of he Exchange Act, (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business, (iii) such filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval triggered by the Offer, the Merger or the transactions contemplated by this Agreement, (iv) such filings as may be required in connection with the Gains Taxes described in Section 7.7, (v) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under the corporation, takeover or blue sky laws of various states, (vi) such filings and approvals as may be required under the Improvements Act, and (vii) such other consents, orders, authorizations, registrations, declarations and filings which (A) may be required under the laws of any foreign country or supranational organization in which the Company or any of its Subsidiaries conducts any business or owns any property or assets or (B) the failure of which to be obtained or made would not, individually or in the aggregate, have a Material Adverse Effect on the Company, materially impair the ability of Company to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby.

Authority; Non-Contravention. (a) Parent and Merger Sub has the have all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, the performance by Sub of its obligations hereunder Agreement and the consummation of the transactions contemplated hereby have been duly authorized by its Board of Directors and Investor as its sole stockholder, and, except for the all necessary corporate filings required by state law, no other corporate proceedings action on the part of Sub are necessary Parent, subject only to authorize this Agreement and the transactions contemplated herebyfiling of the Certificate of Merger pursuant to Delaware Law. This Agreement has been duly and validly executed and delivered by Sub Parent and (assuming the Merger Sub, upon due authorization, execution and delivery hereof by the Company) , constitutes a valid and binding obligation of Sub Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, except as the enforceability thereof may be limited by creditors' rights generally or by bankruptcy and other similar laws and general principles of equity. The execution and delivery of this Agreement does by Parent and Merger Sub do not, and the consummation performance of the transactions contemplated hereby this Agreement by Parent and Merger Sub will not, (i) conflict with Parent Charter Documents, (ii) subject to compliance with the provisions hereof will notrequirements set forth in Section 3.4(b) below, conflict withwith or violate any law, rule, regulation, order, judgment or decree applicable to Parent or any of its subsidiaries or by which Parent or any of its subsidiaries or any of their respective properties are bound or affected, or (iii) result in any violation of, material breach of or constitute a material default (or an event that with or without notice or lapse of time, time or bothboth would become a material default) under, or impair Parent's rights or alter the rights or obligations of any third party under, or give rise to a right others any rights of termination, amendment, acceleration or cancellation or acceleration of any obligation or to the loss of a material benefit underof, or result in the creation of any lien, security interest, charge a material lien or encumbrance upon Encumbrance on any of the material properties or assets of Sub underParent or any of its subsidiaries pursuant to, any provision of (i) the Articles of Incorporation or By-Laws of Sub, (ii) any loan or credit agreement, material note, bond, mortgage, indenture, lease or other contract, agreement, instrumentlease, license, permit, franchise, concession, franchise or license applicable other instrument or obligation to Sub or (iii) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Sub which Parent or any of its properties subsidiaries is a party or assets, other than, in the case of clauses (ii) by which Parent or (iii), any such conflicts, violations, defaults, rights, liens, security interests, charges or encumbrances that, individually or in the aggregate, would not have a Material Adverse Effect on Sub, materially impair the ability of Sub to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated herebyits subsidiaries or its or any of their respective assets are bound or affected.

Authority; Non-Contravention. Sub has the OTM and its Shareholders have all requisite power and authority to enter into this Agreement and to consummate the transactions contemplated herebyby this Agreement. The execution and delivery of this Agreement, the performance Agreement by Sub of OTM and its obligations hereunder Shareholders and the consummation by OTM and its Shareholders of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by its Board of Directors and Investor as its sole stockholder, and, except for the corporate filings required by state law, no other corporate proceedings all necessary action on the part of Sub are necessary to authorize this Agreement and the transactions contemplated herebyOTM. This Agreement has been duly and validly executed and when delivered by Sub OTM and (assuming the due authorization, execution and delivery hereof by the Company) constitutes its Shareholders shall constitute a valid and binding obligation of Sub OTM and its Shareholders, enforceable against Sub OTM and its Shareholders, as applicable, in accordance with its terms, except as the enforceability thereof such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors' rights generally or by general principles of equity. The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby by this Agreement and compliance with the provisions hereof will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or "put" right with respect to any obligation or to the a loss of a material benefit under, or result in the creation of any lien, security interest, charge or encumbrance lien upon any of the properties or assets of Sub OTM under, any provision of (i) the Articles articles of Incorporation incorporation or By-Laws bylaws of SubOTM, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Sub OTM, its properties or assets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule rule, regulation or regulation arbitration award applicable to Sub or any of OTM, its properties or assets, other than, in the case of clauses (ii) or and (iii), any such conflicts, breaches, violations, defaults, rights, liens, security interests, charges losses or encumbrances that, liens that individually or in the aggregate, would aggregate could not have a Material Adverse Effect on Submaterial adverse effect with respect to OTM or could not prevent, hinder or materially impair delay the ability of Sub OTM to perform its obligations hereunder or prevent the consummation of any of consummate the transactions contemplated herebyby this Agreement.

Authority; Non-Contravention. Sub Parent has the all requisite ---------------------------- power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, the performance Agreement by Sub of its obligations hereunder Parent and the consummation by Parent of the transactions contemplated hereby have been duly authorized by its Board of Directors and Investor as its sole stockholder, and, except for the all necessary corporate filings required by state law, no other corporate proceedings action on the part of Sub are necessary to authorize this Agreement and the transactions contemplated herebyParent. This Agreement has been duly and validly executed and delivered by Sub Parent and (assuming the due valid authorization, execution and delivery hereof of this Agreement by the Company) constitutes a valid and binding obligation of Sub Parent enforceable against Sub Parent in accordance with its terms, except as the enforceability thereof enforcement may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally or by general principles and except that the availability of equityequitable remedies, including specific performance, injunction and any other form of equitable relief, is subject to the discretion of the court before which proceeding therefor may be brought. The execution and delivery of this Agreement does do not, and the consummation of the transactions contemplated hereby and compliance with the provisions hereof will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Sub Parent or any of its Significant Subsidiaries under, any provision of (i) the Articles Charter or Bylaws of Incorporation Parent (true and complete copies of which as of the date hereof have been delivered to the Company) or By-Laws any provision of Subthe comparable charter or organizational documents of any of its Significant Subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Sub Parent or any of its Significant Subsidiaries or (iii) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Sub Parent or any of its Significant Subsidiaries or any of their respective properties or assets, other than, in the case of clauses (ii) or (iii), any such conflicts, violations, defaults, rights, liens, security interests, charges or encumbrances that, individually or in the aggregate, would not have a Material Adverse Effect on Sub, materially impair the ability of Sub to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby.the

Authority; Non-Contravention. Sub has the requisite ---------------------------- power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, the performance by Sub of its obligations hereunder and the consummation of the transactions contemplated hereby have been duly authorized by its Board of Directors and Investor Parent as its sole stockholder, and, except for the corporate filings required by state law, no other corporate proceedings on the part of Sub are necessary to authorize this Agreement and the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Sub and (assuming the due authorization, execution and delivery hereof by the Company) constitutes a valid and binding obligation of Sub enforceable against Sub in accordance with its terms, except as the enforceability thereof may be limited by creditors' rights generally or by general principles of equity. The execution and delivery of this Agreement does do not, and the consummation of the transactions contemplated hereby and compliance with the provisions hereof will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Sub under, any provision of (i) the Articles Certificate of Incorporation or By-Laws Bylaws (true and complete copies of which as of the date hereof have been delivered to the Company) of Sub, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Sub or (iii) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Sub or any of its properties or assets, other than, in the case of clauses (ii) or (iii), any such conflicts, violations, defaults, rights, liens, security interests, charges or encumbrances that, individually or in the aggregate, would not have a Material Adverse Effect on Sub, materially impair the ability of Sub to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby.

Authority; Non-Contravention. Sub Viewbix has the all requisite power and authority to enter into this Agreement and to consummate the transactions contemplated herebyby this Agreement. The execution and delivery of this Agreement, the performance Agreement by Sub of its obligations hereunder Viewbix and the consummation by Viewbix of the transactions contemplated hereby by this Agreement have been (or at Closing will have been) duly authorized by its Board of Directors and Investor as its sole stockholder, and, except for the all necessary corporate filings required by state law, no other corporate proceedings action on the part of Sub are necessary to authorize this Agreement and the transactions contemplated herebyViewbix. This Agreement has been duly and validly executed and delivered by Sub and (assuming the due authorization, execution and delivery hereof by the Company) constitutes a valid and binding obligation of Sub Viewbix, enforceable against Sub in accordance with its terms, except as the enforceability thereof may be limited by creditors' rights generally or by general principles of equity. The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby by this Agreement and compliance with the provisions hereof of this Agreement will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to the loss of a material benefit under, or result in the creation of any lien, security interest, charge or encumbrance lien upon any of the properties or assets of Sub Viewbix under, any provision of (i) the Articles charter documents of Incorporation or By-Laws of SubViewbix, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Sub Viewbix or their respective properties or assets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule rule, regulation or regulation arbitration award applicable to Sub Viewbix or any of its their respective properties or assets, other than, in the case of clauses (ii) or and (iii), any such conflicts, breaches, violations, defaults, rights, liens, security interests, charges losses or encumbrances that, liens that individually or in the aggregate, would aggregate could not have a Material Adverse Effect on Subwith respect to Viewbix or could not prevent, hinder or materially impair delay the ability of Sub Viewbix to perform its obligations hereunder consummate the transactions contemplated by this Agreement. No consent, approval, order or prevent authorization of, or registration, declaration or filing with, or notice to, any governmental entity is required by or with respect to Viewbix in connection with the execution and delivery of this Agreement by Viewbix or the consummation by Viewbix, as the case may be, of any of the transactions contemplated herebyby this Agreement.

Authority; Non-Contravention. Sub FDOC has the all requisite power and authority to enter into this Agreement and to consummate the transactions contemplated herebyby this Agreement. The Following the approval of the stockholders of FDOC, the execution and delivery of this Agreement, the performance Agreement by Sub of its obligations hereunder FDOC and the consummation by FDOC of the transactions contemplated hereby by this Agreement have been (or at Closing will have been) duly authorized by its Board of Directors and Investor as its sole stockholder, and, except for the all necessary corporate filings required by state law, no other corporate proceedings action on the part of Sub are necessary to authorize this Agreement and the transactions contemplated herebyFDOC. This Agreement has been duly and validly executed and delivered by Sub and (assuming the due authorization, execution and delivery hereof by the Company) constitutes a valid and binding obligation of Sub FDOC, enforceable against Sub in accordance with its terms, except as the enforceability thereof may be limited by creditors' rights generally or by general principles of equity. The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby by this Agreement and compliance with the provisions hereof of this Agreement will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to the loss of a material benefit under, or result in the creation of any lien, security interest, charge or encumbrance lien upon any of the properties or assets of Sub FDOC under, any provision of (i) the Articles certificate of Incorporation incorporation or By-Laws bylaws of SubFDOC, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Sub FDOC or their respective properties or assets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule rule, regulation or regulation arbitration award applicable to Sub FDOC or any of its their respective properties or assets, other than, in the case of clauses (ii) or and (iii), any such conflicts, breaches, violations, defaults, rights, liens, security interests, charges losses or encumbrances that, liens that individually or in the aggregate, would aggregate could not have a Material Adverse Effect on Subwith respect to FDOC or could not prevent, hinder or materially impair delay the ability of Sub FDOC to perform its obligations hereunder consummate the transactions contemplated by this Agreement. No consent, approval, order or prevent authorization of, or registration, declaration or filing with, or notice to, any governmental entity is required by or with respect to FDOC in connection with the execution and delivery of this Agreement by FDOC or the consummation by FDOC, as the case may be, of any of the transactions contemplated herebyby this Agreement, except, as required, such other consents, approvals, orders, authorizations, registrations, declarations, filings or notices as may be required under the “blue sky” laws of various states.

Authority; Non-Contravention. Sub The Seller has the requisite full legal right, power and authority required to enter into into, execute and deliver this Agreement and each and every agreement and instrument contemplated hereby to consummate which the transactions contemplated herebySeller is or will be a party and to perform fully the Seller's obligations hereunder and thereunder. The execution and delivery of this Agreement, Agreement by the performance by Sub of its obligations hereunder Seller and the consummation by the Seller of the transactions contemplated hereby have been duly authorized by its Board of Directors and Investor as its sole stockholder, and, except for the all corporate filings required by state law, no other corporate proceedings action on the part of Sub are necessary to authorize this Agreement and the transactions contemplated herebySeller. This Agreement has been duly and validly executed and delivered by Sub the Seller and (assuming the due authorization, execution and delivery hereof by the Companyother parties hereto) constitutes a this Agreement will be the valid and binding obligation of Sub the Seller enforceable against Sub the Seller in accordance with its terms, except as . Neither the enforceability thereof may be limited by creditors' rights generally or by general principles of equity. The execution and delivery by the Seller of this Agreement does not, and nor the consummation of the transactions contemplated hereby and compliance the performance by the Seller of this Agreement in accordance with the provisions hereof will not, its terms and conditions will: (a) conflict with, with or result in any violation breach of any provision of the certificate of incorporation or by-laws of the Seller; (b) if the Consents (as defined below) set forth on Schedule 3.2 are obtained, violate any law, statute, rule or regulation (collectively, Legal Requirements) or order, judgment, writ, injunction, determination, award or decree (collectively, Orders) of any foreign, federal, state, municipal or other court or governmental department, commission, board, bureau, agency or instrumentality (each, a Governmental Entity) applicable to the Seller or to the Shares; (c) require the Seller to obtain any consent, approval, authorization or action of, or default (make any filing with or without give any notice to, any Governmental Entity or any other person (collectively, Consents), except for filings and other applicable requirements under the Hxxx- Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the HSR Act), and other Consents set forth on Schedule 3.2; (d) if the Consents set forth on Schedule 3.2 are obtained, violate, conflict with or result in the breach of any of the terms and conditions of, result in a modification of the effect of, otherwise cause the termination of or give any other contracting party the right to terminate, or constitute (or with notice or lapse of time, time or bothboth constitute) under, a default (or give rise to a any right of termination, cancellation or acceleration of any obligation or to the loss of a material benefit acceleration) under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties terms, conditions or assets provisions of Sub under, any provision of (i) the Articles of Incorporation or By-Laws of Sub, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease license, agreement or other agreement, instrument, permit, concession, franchise instrument or license applicable obligation to Sub which the Seller is a party or by or to which the Seller is or the Shares may be bound or subject; or (iiie) any judgmentif the Consents set forth on Schedule 3.2 are obtained, order, decree, statute, law, ordinance, rule or regulation applicable to Sub or any of its properties or assets, other than, result in the case of clauses (ii) or (iii), any such conflicts, violations, defaults, rights, liens, security interests, charges or encumbrances that, individually or in the aggregate, would not have a Material Adverse Effect on Sub, materially impair the ability of Sub to perform its obligations hereunder or prevent the consummation creation of any of Lien on the transactions contemplated herebyShares.

Authority; Non-Contravention. Sub (a) Parent has the all requisite corporate power and authority to enter into this Agreement and the Stock Option Agreement and to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery of this Agreement, the performance by Sub of its obligations hereunder Stock Option Agreement and the consummation of the transactions contemplated hereby and thereby have been duly authorized by its Board of Directors and Investor as its sole stockholder, and, except for the all necessary corporate filings required by state law, no other corporate proceedings action on the part of Sub are necessary Parent, subject only to authorize the filing of the Certificate of Merger pursuant to Delaware Law. The Board of Directors of Parent has approved the Merger and this Agreement. This Agreement and the transactions contemplated hereby. This Stock Option Agreement has have each been duly and validly executed and delivered by Sub and (Parent and, assuming the due authorization, execution and delivery hereof by the Company) constitutes a , constitute valid and binding obligation obligations of Sub Parent, enforceable against Sub Parent in accordance with its their terms, except as the enforceability thereof may be limited by creditors' rights generally or by bankruptcy and other similar laws and general principles of equity. The execution and delivery of this Agreement does and the Stock Option Agreement by Parent do not, and the consummation as of the transactions contemplated hereby Effective Time, the performance of this Agreement and the Stock Option Agreement by Parent will not, (i) conflict with or violate the Parent Charter Documents, (ii) subject to compliance with the provisions hereof will notrequirements set forth in Section 3.3(b) below, conflict withwith or violate any law, rule, regulation, order, judgment or decree applicable to Parent or by which Parent or any of its properties are bound or affected except where such conflict or violation would not have a material adverse effect on Parent, or (iii) except as would not have a material adverse effect on Parent, result in any violation of, material breach of or constitute a material default (or an event that with or without notice or lapse of time, time or bothboth would become a material default) under, or impair Parent's rights or alter the rights or obligations of any third party under, or give rise to a right others any rights of termination, amendment, acceleration or cancellation or acceleration of any obligation or to the loss of a material benefit underof, or result in the creation of any lien, security interest, charge a material lien or encumbrance upon Encumbrance on any of the material properties or assets of Sub underParent pursuant to, any provision of (i) the Articles of Incorporation or By-Laws of Sub, (ii) any loan or credit agreement, material note, bond, mortgage, indenture, lease or other contract, agreement, instrumentlease, license, permit, franchise, concession, franchise or license applicable other instrument or obligation to Sub which Parent is a party or (iii) any judgment, order, decree, statute, law, ordinance, rule by which Parent or regulation applicable to Sub its assets are bound or any of its properties or assets, other than, in the case of clauses (ii) or (iii), any such conflicts, violations, defaults, rights, liens, security interests, charges or encumbrances that, individually or in the aggregate, would not have a Material Adverse Effect on Sub, materially impair the ability of Sub to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated herebyaffected.

Authority; Non-Contravention. Sub Subject to the approval of the stockholders of the Parent, the Parent has the all requisite power and authority to enter into this Agreement and to consummate the transactions contemplated herebyby this Agreement. The Following the approval of the stockholders of the Parent, the execution and delivery of this Agreement, Agreement by the performance by Sub of its obligations hereunder Parent and the consummation by the Parent of the transactions contemplated hereby by this Agreement have been (or at Closing will have been) duly authorized by its Board of Directors and Investor as its sole stockholder, and, except for the all necessary corporate filings required by state law, no other corporate proceedings action on the part of Sub are necessary to authorize this Agreement and the transactions contemplated herebyParent. This Agreement has been duly and validly executed and delivered by Sub and (assuming the due authorization, execution and delivery hereof by the Company) constitutes a valid and binding obligation of Sub the Parent, enforceable against Sub in accordance with its terms, except as the enforceability thereof may be limited by creditors' rights generally or by general principles of equity. The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby by this Agreement and compliance with the provisions hereof of this Agreement will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to the loss of a material benefit under, or result in the creation of any lien, security interest, charge or encumbrance lien upon any of the properties or assets of Sub the Parent under, any provision of (i) the Articles certificate of Incorporation incorporation or By-Laws bylaws of Subthe Parent, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Sub the Parent or their respective properties or assets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule rule, regulation or regulation arbitration award applicable to Sub the Parent or any of its their respective properties or assets, other than, in the case of clauses (ii) or and (iii), any such conflicts, breaches, violations, defaults, rights, liens, security interests, charges losses or encumbrances that, liens that individually or in the aggregate, would aggregate could not have a Material Adverse Effect on Subwith respect to the Parent or could not prevent, hinder or materially impair delay the ability of Sub the Parent to perform its obligations hereunder consummate the transactions contemplated by this Agreement. No consent, approval, order or prevent authorization of, or registration, declaration or filing with, or notice to, any governmental entity is required by or with respect to the Parent in connection with the execution and delivery of this Agreement by the Parent or the consummation by the Parent, as the case may be, of any of the transactions contemplated herebyby this Agreement, except, as required, such other consents, approvals, orders, authorizations, registrations, declarations, filings or notices as may be required under the “blue sky” laws of various states.

Authority; Non-Contravention. Sub Each of the Parent and the Buyer has the requisite full legal right, power and authority required to enter into into, execute and deliver this Agreement and each and every agreement and instrument contemplated hereby to consummate the transactions contemplated herebywhich it is or will be a party and to perform fully its obligations hereunder and thereunder. The execution and delivery of this Agreement, Agreement by the performance by Sub of its obligations hereunder Parent and the Buyer and the consummation by the Parent and the Buyer of the transactions contemplated hereby have been duly authorized by its Board of Directors and Investor as its sole stockholder, and, except for the all corporate filings required by state law, no other corporate proceedings action on the part of Sub are necessary to authorize this Agreement the Parent and the transactions contemplated herebyBuyer, as the case may be. This Agreement has been duly and validly authorized, executed and delivered by Sub the Parent and the Buyer, and (assuming the due authorization, execution and delivery hereof by the Companyother parties hereto) constitutes a this Agreement will be the valid and binding obligation of Sub the Parent and the Buyer, enforceable against Sub the Parent and the Buyer in accordance with its terms. Neither the execution, except as delivery and performance by the enforceability thereof may be limited by creditors' rights generally or by general principles of equity. The execution Parent and delivery the Buyer of this Agreement does not, in accordance with its terms and conditions nor the consummation by the Parent and the consummation Buyer of the transactions contemplated hereby and compliance will: (a) conflict with the provisions hereof will not, conflict with, or result in any violation breach of any provision of the Constituent Documents; (b) violate any Legal Requirements or Orders of any Governmental Entity applicable to the Parent or the Buyer; (c) require the Parent or the Buyer to obtain any Consents, except for filings and other applicable requirements under the HSR Act; or (d) violate, conflict with or result in the breach of any of the terms and conditions of, result in a modification of the effect of, otherwise cause the termination of or default give any other contracting party the right to terminate, or constitute (or with or without notice or lapse of time, time or bothboth constitute) under, a default (or give rise to a any right of termination, cancellation or acceleration of any obligation or to the loss of a material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon acceleration) under any of the properties terms, conditions or assets provisions of Sub under, any provision of (i) the Articles of Incorporation or By-Laws of Sub, (ii) any loan or credit agreement, material note, bond, mortgage, indenture, lease license, agreement or other agreement, instrument, permit, concession, franchise instrument or license applicable obligation to Sub which the Parent or (iii) any judgment, order, decree, statute, law, ordinance, rule the Buyer is a party or regulation applicable by or to Sub which the Parent or any of its properties the Buyer may be bound or assets, other than, in the case of clauses (ii) or (iii), any such conflicts, violations, defaults, rights, liens, security interests, charges or encumbrances that, individually or in the aggregate, would not have a Material Adverse Effect on Sub, materially impair the ability of Sub to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated herebysubject.

Authority; Non-Contravention. Sub has the TURNKEY and its Shareholders have all requisite power and authority to enter into this Agreement and to consummate the transactions contemplated herebyby this Agreement. The execution and delivery of this Agreement, the performance Agreement by Sub of TURNKEY and its obligations hereunder Shareholders and the consummation by TURNKEY and its Shareholders of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by its Board of Directors and Investor as its sole stockholder, and, except for the corporate filings required by state law, no other corporate proceedings all necessary action on the part of Sub are necessary to authorize this Agreement and the transactions contemplated herebyTURNKEY. This Agreement has been duly and validly executed and when delivered by Sub TURNKEY and (assuming the due authorization, execution and delivery hereof by the Company) constitutes its Shareholders shall constitute a valid and binding obligation of Sub TURNKEY and its Shareholders, enforceable against Sub TURNKEY and its Shareholders, as applicable, in accordance with its terms, except as the enforceability thereof such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors' ’ rights generally or by general principles of equity. The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby by this Agreement and compliance with the provisions hereof will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to the a loss of a material benefit under, or result in the creation of any lien, security interest, charge or encumbrance lien upon any of the properties or assets of Sub TURNKEY under, any provision of (i) the Articles articles of Incorporation incorporation or By-Laws bylaws of SubTURNKEY, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Sub TURNKEY, its properties or assets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule rule, regulation or regulation arbitration award applicable to Sub or any of TURNKEY, its properties or assets, other than, in the case of clauses (ii) or and (iii), any such conflicts, breaches, violations, defaults, rights, liens, security interests, charges losses or encumbrances that, liens that individually or in the aggregate, would aggregate could not have a Material Adverse Effect on Submaterial adverse effect with respect to TURNKEY or could not prevent, hinder or materially impair delay the ability of Sub TURNKEY to perform its obligations hereunder or prevent the consummation of any of consummate the transactions contemplated herebyby this Agreement.

Authority; Non-Contravention. Sub The Company has the all requisite power and authority to enter into this Agreement and to consummate the transactions contemplated herebyby this Agreement. The execution and delivery of this Agreement, Agreement by the performance by Sub of its obligations hereunder Company and the consummation by the Company of the transactions contemplated hereby by this Agreement have been (or at Closing will have been) duly authorized by its Board of Directors and Investor as its sole stockholder, and, except for the all necessary corporate filings required by state law, no other corporate proceedings action on the part of Sub are necessary to authorize this Agreement and the transactions contemplated herebyCompany. This Agreement has been duly and validly executed and delivered by Sub and (assuming the due authorization, execution and delivery hereof by the Company) constitutes a valid and binding obligation of Sub the Company, enforceable against Sub in accordance with its terms, except as the enforceability thereof may be limited by creditors' rights generally or by general principles of equity. The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby by this Agreement and compliance with the provisions hereof of this Agreement will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to the loss of a material benefit under, or result in the creation of any lien, security interest, charge or encumbrance lien upon any of the properties or assets of Sub the Company under, any provision of (i) the Articles of Incorporation or By-Laws bylaws of Subthe Company, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Sub the Company or their respective properties or assets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule rule, regulation or regulation arbitration award applicable to Sub the Company or any of its their respective properties or assets, other than, in the case of clauses (ii) or and (iii), any such conflicts, breaches, violations, defaults, rights, liens, security interests, charges losses or encumbrances that, liens that individually or in the aggregate, would aggregate could not have a Material Adverse Effect on Subwith respect to the Company or could not prevent, hinder or materially impair delay the ability of Sub the Company to perform its obligations hereunder consummate the transactions contemplated by this Agreement. No consent, approval, order or prevent authorization of, or registration, declaration or filing with, or notice to, any governmental entity is required by or with respect to the Company in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company, as the case may be, of any of the transactions contemplated herebyby this Agreement, except, as required, such other consents, approvals, orders, authorizations, registrations, declarations, filings or notices as may be required under the “blue sky” laws of various states.

Authority; Non-Contravention. Sub (a) The Company has the all requisite corporate power and authority to enter into this Agreement and the Stock Option Agreement and to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery of this Agreement, Agreement and the performance by Sub of its obligations hereunder Stock Option Agreement and the consummation of the transactions contemplated hereby and thereby have been duly authorized by its Board of Directors and Investor as its sole stockholder, and, except for the all necessary corporate filings required by state law, no other corporate proceedings action on the part of Sub are necessary the Company, subject only to authorize the approval and adoption of this Agreement and the transactions contemplated herebyapproval of the Merger by the Company's stockholders and the filing of the Certificate of Merger pursuant to Delaware Law. A vote of the holders of a majority of the outstanding shares of the Company Common Stock is sufficient for the Company's stockholders to approve and adopt this Agreement and approve the Merger. This Agreement has and the Stock Option Agreement have each been duly and validly executed and delivered by Sub and (the Company and, assuming the due authorization, execution and delivery hereof by the Company) constitutes a Parent and Merger Sub, constitute valid and binding obligation obligations of Sub the Company, enforceable against Sub the Company in accordance with its their terms, except as the enforceability thereof may be limited by creditors' rights generally or by bankruptcy and other similar laws and general principles of equity. The execution and delivery of this Agreement does and the Stock Option Agreement by the Company do not, and the consummation performance of this Agreement and the Stock Option Agreement by the Company will not, (i) conflict with or violate the Company Charter Documents, (ii) subject to obtaining the approval and adoption of this Agreement and the approval of the transactions Merger by the Company's stockholders as contemplated hereby in Section 5.2 and compliance with the provisions hereof will notrequirements set forth in Section 2.4(b) below, conflict withwith or violate any law, rule, regulation, order, judgment or decree applicable to the Company or any of its subsidiaries or by which the Company or any of its subsidiaries or any of their respective properties is bound or affected, or (iii) result in any violation of, material breach of or constitute a material default (or an event that with or without notice or lapse of time, time or bothboth would become a material default) under, or impair the Company's rights or alter the rights or obligations of any third party under, or give rise to a right others any rights of termination, amendment, acceleration or cancellation or acceleration of any obligation or to the loss of a material benefit underof, or result in the creation of any lien, security interest, charge or encumbrance upon a material Encumbrance on any of the material properties or assets of Sub underthe Company or any of its subsidiaries pursuant to, any provision of (i) the Articles of Incorporation or By-Laws of Sub, (ii) any loan or credit agreement, material note, bond, mortgage, indenture, lease or other contract, agreement, instrumentlease, license, permit, franchise, concession, franchise or license applicable other instrument or obligation to Sub or (iii) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Sub which the Company or any of its properties subsidiaries is a party or assetsby which the Company or any of its subsidiaries or its or any of their respective assets are bound or affected. The terms of this Agreement, including without limitation, the provisions of Article I and Section 5.9 hereof, do not conflict with or violate the Company Charter Documents or conflict with or violate or impair the Company's rights or alter the rights (other than, than changes in the case securities subject thereto from shares of clauses (iiCompany Capital Stock to shares of Parent Common Stock and corresponding appropriate adjustments to per share conversion or exercise prices thereunder in accordance with the terms of this Agreement) or (iii)obligations of any third party under any instrument or agreement to which the Company is a party or by which it is bound relating to the issuance of any securities of the Company, including without limitation, any such conflictsoptions, violationswarrants or Company Preferred Stock, defaultsand, rightssubject to obtaining the approval and adoption of this Agreement and the approval of the Merger by the Company's stockholders as aforesaid, liensthe effectuation of the transactions contemplated by Article I and Section 5.9 hereof do not require the approval or consent of any holder of securities of the Company. As of the date hereof, security interestseach share of Company Preferred Stock is convertible into one share of Company Common Stock. Part 2.4(b) of the Company Schedules lists all consents, charges waivers and approvals under any of the Company's or encumbrances thatany of its subsidiaries' agreements, individually contracts, licenses or leases required to be obtained in the aggregate, would not have a Material Adverse Effect on Sub, materially impair the ability of Sub to perform its obligations hereunder or prevent connection with the consummation of any of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a material loss of benefits to the Company, Parent or the Surviving Corporation as a result of the Merger.

Authority; Non-Contravention. The Public Company and the Merger Sub has the have all requisite power and authority to enter into this Agreement and to consummate the transactions contemplated herebyby this Agreement. The execution and delivery of this Agreement, Agreement by the performance by Public Company and Merger Sub of its obligations hereunder and the consummation by the Public Company and Merger Sub of the transactions contemplated hereby by this Agreement have been duly authorized by its Board of Directors and Investor as its sole stockholder, and, except for the all necessary corporate filings required by state law, no other corporate proceedings action on the part of Sub are necessary to authorize this Agreement the Public Company and the transactions contemplated herebyMerger Sub. This Agreement has been duly and validly executed and delivered by Sub and (assuming the due authorization, execution and delivery hereof by the Company) constitutes a valid and binding obligation of Sub the Public Company and Merger Sub, enforceable against Sub in accordance with its terms, except as the enforceability thereof may be limited by creditors' rights generally or by general principles of equity. The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby by this Agreement and compliance with the provisions hereof of this Agreement will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to the loss of a material benefit under, or result in the creation of any lien, security interest, charge or encumbrance lien upon any of the properties or assets of the Public Company or Merger Sub under, any provision of (i) the Articles of Incorporation or By-Laws bylaws of the Public Company or Merger Sub or the comparable charter or organizational documents of any other Subsidiary of the Public Company or Merger Sub, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to the Public Company, Merger Sub or their respective properties or assets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule rule, regulation or regulation arbitration award applicable to the Public Company, Merger Sub or any of its properties or assets, their respective assets other than, in the case of clauses (ii) or and (iii), any such conflicts, breaches, violations, defaults, rights, liens, security interests, charges losses or encumbrances that, liens that individually or in the aggregate, would aggregate could not have a Material Adverse Effect on Subwith respect to the Public Company or Merger Sub or could not prevent, hinder or materially impair delay the ability of the Public Company or Merger Sub to perform its obligations hereunder consummate the transactions contemplated by this Agreement. No consent, approval, order or prevent authorization of, or registration, declaration or filing with, or notice to, any governmental entity is required by or with respect to the Public Company or Merger Sub in connection with the execution and delivery of this Agreement by the Public Company or Merger Sub or the consummation by the Public Company or Merger Sub, as the case may be, of any of the transactions contemplated herebyby this Agreement, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, as required.

Authority; Non-Contravention. Sub (i) Each of Acquireco and Canco has the all requisite corporate power and corporate authority to enter into this Agreement agreement and to consummate the transactions contemplated herebyTransactions and to perform its obligations under this agreement. The board of directors of each of Acquireco and Canco has unanimously approved this agreement and the Transactions. The execution and delivery of this Agreement, the performance agreement by Sub each of its obligations hereunder Acquireco and Canco and the consummation by Acquireco and Canco, as applicable, of the transactions contemplated hereby Transactions have been duly authorized by its Board all necessary corporate action on the part of Directors Acquireco and Investor Canco, as its sole stockholder, and, except for applicable. No approval of the corporate filings required by state law, no shareholders or other securityholders of Acquireco or Canco or other corporate proceedings on the part of Sub Acquireco or any of its Subsidiaries are necessary to authorize this Agreement agreement, the performance by Acquireco and Canco of their obligations under this agreement and the transactions contemplated herebyTransactions. This Agreement agreement has been duly and validly executed and delivered by Sub each of Acquireco and (assuming the due authorization, execution Canco and delivery hereof by the Company) constitutes a valid and binding obligation of Sub each of Acquireco and Canco, enforceable by Target against Sub each of Acquireco and Canco in accordance with its terms, except subject to the availability of equitable remedies and the enforcement of creditors’ rights generally. Except as set forth in Section (d) of the enforceability thereof may be limited by creditors' rights generally or by general principles of equity. The Acquireco Disclosure Statement, the execution and delivery of this Agreement agreement does not, and the consummation of the transactions contemplated hereby Transactions and compliance with the provisions hereof of this agreement will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of consent, termination, purchase, cancellation or acceleration of any obligation or to the loss of a material benefit any property, rights or benefits under, or result in the imposition of any additional obligation under, or result in the creation of any lien, security interest, charge or encumbrance Lien upon any of the properties or assets of Sub Acquireco or any of its Subsidiaries under, any provision of (i) the Articles Certificate of Incorporation or By-Laws laws of Sub, Acquireco or the comparable organization documents of any of its Subsidiaries; (ii) any loan Contract to which Acquireco or credit agreementany of its Subsidiaries is a party or by which any of them or their respective properties or assets is bound or affected, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Sub or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule or regulation Law applicable to Sub Acquireco or any of its Subsidiaries or their respective properties or assets. No consent, other thanapproval, order or authorization of, or registration, declaration or filing with, any Agency, is required by or with respect to Acquireco or any of its Subsidiaries in connection with the case execution and delivery of clauses this agreement by Acquireco or the consummation by Acquireco of the Transactions, except for (i) any approvals required by the Interim Order or the Final Order, and (ii) or (iii), any such conflicts, violations, defaults, rights, liens, security interests, charges or encumbrances that, individually or in the aggregate, would not have a Material Adverse Effect approvals listed on Sub, materially impair the ability of Sub to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby.Schedule H.

Authority; Non-Contravention. Sub (a) Purchaser has the all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, the performance by Sub of its obligations hereunder Agreement and the consummation of the transactions contemplated hereby have been duly authorized by its Board of Directors and Investor as its sole stockholder, and, except for the all necessary corporate filings required by state law, no other corporate proceedings action on the part of Sub are necessary to authorize this Agreement and the transactions contemplated herebyPurchaser. This Agreement has been duly and validly executed and delivered by Sub Purchaser and (assuming the due authorization, execution and delivery hereof by the Company) other parties hereto constitutes a valid and binding obligation of Sub Purchaser, enforceable against Sub Purchaser in accordance with its terms, except as the enforceability thereof may be limited by creditors' rights generally or by bankruptcy and other similar laws and general principles of equity. The execution and delivery of this Agreement by Purchaser does not, and the consummation performance of this Agreement by Purchaser will not, (i) conflict with the transactions contemplated hereby and Purchaser Charter Documents (as defined below), (ii) conflict with or violate any law, rule, regulation, order, judgment or decree applicable to Purchaser or any of its subsidiaries or by which Purchaser or any of its subsidiaries or any of their respective properties are bound or affected, subject to compliance with the provisions hereof will not, conflict with, requirements set forth in Section 4.1(b) below or (iii) result in any violation of, breach of or constitute a default (or an event that with or without notice or lapse of time, time or bothboth would become a material default) under, or impair Purchaser's rights or alter the rights or obligations of any third party under, or give rise to a right others any rights of termination, amendment, acceleration or cancellation or acceleration of any obligation or to the loss of a material benefit underof, or result in the creation of any lien, security interest, charge lien or encumbrance upon Encumbrance on any of the properties or assets of Sub underPurchaser or any of its subsidiaries pursuant to, any provision of (i) the Articles of Incorporation or By-Laws of Sub, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other contract, agreement, instrumentlease, license, permit, franchise, concession, franchise or license applicable other instrument or obligation to Sub or (iii) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Sub which Purchaser or any of its properties subsidiaries is a party or assets, other than, in the case by which Purchaser or any of clauses (ii) its subsidiaries or (iii)its or any of their respective assets are bound or affected, any such conflicts, violations, defaults, rights, liens, security interests, charges or encumbrances that, individually or of which would result in the aggregate, would not have a Material Adverse Effect on SubPurchaser. Part 4.1(a) of the Purchaser Schedules lists all consents, materially impair the ability waivers and approvals under any of Sub Purchaser's or any of its subsidiaries' agreements, contracts, licenses or leases required to perform its obligations hereunder or prevent be obtained in connection with the consummation of any of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a material loss of benefits to the Purchase.

Authority; Non-Contravention. Sub has the CHAMPION and its shareholders have all requisite power and authority to enter into this Agreement and to consummate the transactions contemplated herebyby this Agreement. The execution and delivery of this Agreement, the performance Agreement by Sub of CHAMPION and its obligations hereunder shareholders and the consummation by CHAMPION and its shareholders of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by its Board of Directors and Investor as its sole stockholder, and, except for the corporate filings required by state law, no other corporate proceedings all necessary action on the part of Sub are necessary to authorize this Agreement and the transactions contemplated herebyCHAMPION. This Agreement has been duly and validly executed and when delivered by Sub CHAMPION and (assuming the due authorization, execution and delivery hereof by the Company) constitutes its shareholders shall constitute a valid and binding obligation of Sub CHAMPION and its shareholders, enforceable against Sub CHAMPION and its shareholders, as applicable, in accordance with its terms, except as the enforceability thereof such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors' ’ rights generally or by general principles of equity. The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby by this Agreement and compliance with the provisions hereof will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to the a loss of a material benefit under, or result in the creation of any lien, security interest, charge or encumbrance lien upon any of the properties or assets of Sub CHAMPION under, any provision of (i) the Articles articles of Incorporation incorporation or By-Laws bylaws of SubCHAMPION, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Sub CHAMPION, its properties or assets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule rule, regulation or regulation arbitration award applicable to Sub or any of CHAMPION, its properties or assets, other than, in the case of clauses (ii) or and (iii), any such conflicts, breaches, violations, defaults, rights, liens, security interests, charges losses or encumbrances that, liens that individually or in the aggregate, would aggregate could not have a Material Adverse Effect on Submaterial adverse effect with respect to CHAMPION or could not prevent, hinder or materially impair delay the ability of Sub CHAMPION to perform its obligations hereunder or prevent the consummation of any of consummate the transactions contemplated herebyby this Agreement.

Authority; Non-Contravention. Sub The Board of Directors of the Company has declared the Merger advisable, fair and in the best interests of the Company and each of the holders of Common Stock and Exchangeable Preferred Stock, and the Company has all requisite corporate power and authority to enter into this Agreement and and, subject to approval of the Merger by the stockholders of the Company, to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery of this Agreement, Agreement by the performance by Sub of its obligations hereunder Company and the consummation by the Company of the transactions contemplated hereby have been duly authorized by its Board of Directors and Investor as its sole stockholder, and, except for the all necessary corporate filings required by state law, no other corporate proceedings action on the part of Sub are the Company, subject to approval of the Merger by the stockholders of the Company. The only votes of the holders of any class or series of Company capital stock necessary to authorize this Agreement and approve the transactions contemplated herebyMerger are the affirmative votes of the holders of a majority of the outstanding shares of Common Stock, voting separately as a class. This Agreement has been duly and validly executed and delivered by Sub the Company and (assuming the due valid authorization, execution and delivery hereof of this Agreement by the CompanyInvestor and Sub, as applicable) constitutes a valid and binding obligation of Sub the Company enforceable against Sub the Company in accordance with its terms, except as the enforceability thereof may be limited by creditors' rights generally or by general principles of equity. The Except as set forth in the Company Disclosure Letter, the execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby and compliance with the provisions hereof will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Sub the Company or any of its Subsidiaries under, any provision of (i) the Articles Certificate of Incorporation Incorporation, ByLaws or By-Laws other organizational documents of Subthe Company or any of its Subsidiaries (true and complete copies of which as of the date hereof have been delivered to Investor), or (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Sub or (iii) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Sub the Company or any of its Subsidiaries or any of their respective properties or assets, other than, in the case of clauses clause (ii) or (iii), any such conflicts, violations, defaults, rights, liens, security interests, charges or encumbrances that, individually or in the aggregate, would not have a Material Adverse Effect on Subthe Company, materially impair the ability of Sub the Company and its Subsidiaries to perform its material obligations hereunder or prevent the consummation of any of the material transactions contemplated hereby. No filing or registration with, or authorization, consent or approval of, any Governmental Entity is required by or with respect to the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the transactions contemplated hereby, except for (i) compliance with the provisions of the Exchange Act, (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business, (iii) compliance with any applicable requirements of the Securities Act, (iv) compliance with any applicable Blue Sky Laws, (v) those matters including but not limited to, regulatory consents, approvals and waivers, set forth in the Company Disclosure Letter, and (vi) such other consents, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made would not, individually or in the aggregate, have a Material Adverse Effect on the Company, materially impair the ability of the Company and its Subsidiaries to perform its obligations hereunder or prevent the consummation of any of the material transactions contemplated hereby; it being understood and agreed that the Company is not making any representation or warranty with respect to third party consents, waivers or amendments required to be obtained by the Company to consummate the transactions contemplated hereby.

Authority; Non-Contravention. Sub (a) Purchaser has the all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, the performance by Sub of its obligations hereunder Agreement and the consummation of the transactions contemplated hereby have been duly authorized by its Board of Directors and Investor as its sole stockholder, and, except for the all necessary corporate filings required by state law, no other corporate proceedings action on the part of Sub are necessary to authorize this Agreement and the transactions contemplated herebyPurchaser. This Agreement has been duly and validly executed and delivered by Sub Purchaser and (assuming the due authorization, execution and delivery hereof by the Company) other parties hereto constitutes a valid and binding obligation of Sub Purchaser, enforceable against Sub Purchaser in accordance with its terms, except as the enforceability thereof may be limited by creditors' rights generally or by bankruptcy and other similar laws and general principles of equity. The execution and delivery of this Agreement by Purchaser does not, and the consummation performance of this Agreement by Purchaser will not, (i) conflict with the transactions contemplated hereby and Purchaser Charter Documents (as defined below), (ii) conflict with or violate any law, rule, regulation, order, judgment or decree applicable to Purchaser or any of its subsidiaries or by which Purchaser or any of its subsidiaries or any of their respective properties are bound or affected, subject to compliance with the provisions hereof will not, conflict with, requirements set forth in Section 4.1(b) below or (iii) result in any violation of, breach of or constitute a default (or an event that with or without notice or lapse of time, time or bothboth would become a material default) under, or impair Purchaser's rights or alter the rights or obligations of any third party under, or give rise to a right others any rights of termination, amendment, acceleration or cancellation or acceleration of any obligation or to the loss of a material benefit underof, or result in the creation of any lien, security interest, charge lien or encumbrance upon Encumbrance on any of the properties or assets of Sub underPurchaser or any of its subsidiaries pursuant to, any provision of (i) the Articles of Incorporation or By-Laws of Sub, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other contract, agreement, instrumentlease, license, permit, franchise, concession, franchise or license applicable other instrument or obligation to Sub or (iii) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Sub which Purchaser or any of its properties subsidiaries is a party or assets, other than, in the case by which Purchaser or any of clauses (ii) its subsidiaries or (iii)its or any of their respective assets are bound or affected, any such conflicts, violations, defaults, rights, liens, security interests, charges or encumbrances that, individually or of which would result in the aggregate, would not have a Material Adverse Effect on SubPurchaser. Part 4.1(a) of the Purchaser Schedules lists all consents, materially impair the ability waivers and approvals under any of Sub Purchaser's or any of its subsidiaries' agreements, contracts, licenses or leases required to perform its obligations hereunder or prevent be obtained in connection with the consummation of any of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a material loss of benefits to the Purchaser.

Authority; Non-Contravention. Sub The Company has the requisite corporate power and authority to enter into this Agreement and, subject to approval of the Merger and this Agreement by the holders of a majority of the outstanding Shares as of the record date for the Company Stockholders Meeting present in person or represented by proxy ("Company Stockholder Approval"), to consummate the transactions contemplated herebyhereby and to take such actions, if any, as shall have been taken with respect to the matters referred to in Section 3.1(h). The execution and delivery of this Agreement, Agreement by the performance by Sub of its obligations hereunder Company and the consummation by the Company of the transactions contemplated hereby have been duly authorized by its Board of Directors and Investor as its sole stockholder, and, except for the all necessary corporate filings required by state law, no other corporate proceedings action on the part of Sub are necessary the Company, subject to authorize this Agreement and the transactions contemplated herebyCompany Stockholder Approval. This Agreement has been duly and validly executed and delivered by Sub the Company and (assuming the due authorization, execution and delivery hereof by the Company) constitutes a valid and binding obligation of Sub the Company, enforceable against Sub the Company in accordance with its terms, except as the enforceability thereof that (i) such enforcement may be limited by subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws or judicial decisions now or hereafter in effect relating to creditors' rights generally or by general principles and (ii) the remedy of equityspecific performance and injunctive relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The execution and delivery of this Agreement does by the Company do not, and the consummation of the transactions contemplated hereby and compliance with the provisions hereof will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or "put" right with respect to any obligation or to the loss of a material benefit under, or result in the creation of any lienLien, security interest, charge or encumbrance upon any of the properties or assets of Sub the Company or any of its subsidiaries under, any provision of (i) the Articles Certificate of Incorporation or By-Laws laws of Subthe Company or any provision of the comparable organizational documents of its subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease lease, or other agreement, instrument, permit, concession, franchise or license applicable to Sub the Company or any of its subsidiaries or their respective properties or assets or (iii) subject to governmental filing and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule or regulation or arbitration award applicable to Sub the Company or any of its subsidiaries or their respective properties or assets, other than, in the case of clauses clause (ii) or (iii), any such conflicts, violations, defaults, rights, liens, security interests, charges rights or encumbrances that, Liens that individually or in the aggregate, aggregate would not have a Material Adverse Effect on Sub, the Company and its subsidiaries taken as a whole and would not materially impair the ability of Sub the Company to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby.. No consent, approval,

Authority; Non-Contravention. Sub has the The CR Shareholders have all requisite power and authority to enter into this Agreement and to consummate the transactions contemplated herebyby this Agreement. The execution and delivery of this Agreement, Agreement by the performance by Sub of its obligations hereunder CR Shareholders and the consummation by the CR Shareholders of the transactions contemplated hereby by this Agreement have been (or at Closing will have been) duly authorized by its Board of Directors and Investor as its sole stockholder, and, except for the all necessary corporate filings required by state law, no other corporate proceedings action on the part of Sub are necessary to authorize this Agreement Medigus and the transactions contemplated herebyCompany. This Agreement has been duly and validly executed and delivered by Sub and (assuming the due authorization, execution and delivery hereof by the Company) constitutes a valid and binding obligation of Sub the CR Shareholders , enforceable against Sub in accordance with its terms, except as the enforceability thereof may be limited by creditors' rights generally or by general principles of equity. The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby by this Agreement and compliance with the provisions hereof of this Agreement will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to the loss of a material benefit under, or result in the creation of any lien, security interest, charge or encumbrance lien upon any of the properties or assets of Sub the Company under, any provision of (i) the Articles articles of Incorporation or By-Laws association of Subthe Company, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Sub the Company or their respective properties or assets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule rule, regulation or regulation arbitration award applicable to Sub the Company or any of its their respective properties or assets, other than, in the case of clauses (ii) or and (iii), any such conflicts, breaches, violations, defaults, rights, liens, security interests, charges losses or encumbrances that, liens that individually or in the aggregate, would aggregate could not have a Material Adverse Effect on Subwith respect to the Company or could not prevent, hinder or materially impair delay the ability of Sub the CR Shareholders to perform its obligations hereunder consummate the transactions contemplated by this Agreement. No consent, approval, order or prevent authorization of, or registration, declaration or filing with, or notice to, any governmental entity is required by or with respect to the CR Shareholders or the Company in connection with the execution and delivery of this Agreement by the CR Shareholders or the consummation by the CR Shareholders , as the case may be, of any of the transactions contemplated herebyby this Agreement.

Authority; Non-Contravention. Sub The Board of Directors of the Company has declared the Merger and the adoption of this Agreement advisable, fair to and in the best interests of the Company and its stockholders, and the Company has all requisite corporate power and corporate authority to enter into this Agreement and and, subject to the adoption of this Agreement by the stockholders of the Company, to consummate the transactions contemplated hereby. The Company has caused the Board of Directors of Life Sciences to approve the Spin-Off and the Spin-Off Agreements. The execution and delivery of this Agreement, Agreement by the performance by Sub of its obligations hereunder Company and the consummation by the Company of the transactions contemplated hereby have been duly authorized by its Board of Directors and Investor as its sole stockholder, and, except for the all necessary corporate filings required by state law, no other corporate proceedings action on the part of Sub are the Company, subject to the adoption of this Agreement by the stockholders of the Company. The only votes of the holders of any class or series of Company capital stock necessary to authorize adopt this Agreement and are the transactions contemplated herebyaffirmative votes of the holders of a majority of the outstanding shares of Common Stock. This Agreement has been duly and validly executed and delivered by Sub the Company and (assuming the due valid authorization, execution and delivery hereof of this Agreement by Purchaser and Sub, as applicable, and adoption of this Agreement by the stockholders of the Company) constitutes a valid and binding obligation of Sub the Company enforceable against Sub the Company in accordance with its terms, except as the enforceability thereof may be limited by creditors' rights generally or by general principles of equity. The Except as set forth in the Company Disclosure Letter, the execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby and compliance with the provisions hereof will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Sub the Company or any of its Subsidiaries under, any provision of (i) the Articles certificate of Incorporation incorporation, by-laws or By-Laws other organizational documents of Subthe Company or any of its Subsidiaries (true and complete copies of which as of the date hereof have been delivered to Purchaser), (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease lease, other agreement or other agreement, instrument, permit, concession, franchise or license applicable to Sub the Company or any of its Subsidiaries or (iii) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Sub the Company or any of its Subsidiaries or any of their respective properties or assets, other than, ; except in the case of clauses clause (ii) or (iii), any ) above for such conflicts, violations, defaults, rights, lienslosses or liens as would not, security interestseither individually or in the aggregate, charges result in a Material Adverse Effect on the Company. No filing or encumbrances thatregistration with, or authorization, consent or approval of, any Governmental Entity is required by or with respect to the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the transactions contemplated hereby, except for (i) compliance with the provisions of the Securities Act of 1933, as amended (the "SECURITIES ACT"), (ii) compliance with the provisions of the Exchange Act, (iii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business, (iv) compliance with any applicable requirements of the Internal Revenue Service or any state taxing authority, (v) compliance with any applicable Blue Sky Laws, (vi) filings required by the HSR Act, (vii) those matters including but not limited to, regulatory consents, approvals and waivers, specified in the Company Disclosure Letter, and (viii) such other consents, orders, authorizations, registrations, declarations and filings of non-Governmental Entities the failure of which to be obtained or made would not, individually or in the aggregate, would not have a Material Adverse Effect on Subthe Company, materially impair the ability of Sub the Company and its Subsidiaries to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby.

Authority; Non-Contravention. Sub has the VAPARIA and its shareholders have all requisite power and authority to enter into this Agreement and to consummate the transactions contemplated herebyby this Agreement. The execution and delivery of this Agreement, the performance Agreement by Sub of VAPARIA and its obligations hereunder shareholders and the consummation by VAPARIA and its shareholders of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by its Board of Directors and Investor as its sole stockholder, and, except for the corporate filings required by state law, no other corporate proceedings all necessary action on the part of Sub are necessary to authorize this Agreement and the transactions contemplated herebyVAPARIA. This Agreement has been duly and validly executed and when delivered by Sub VAPARIA and (assuming the due authorization, execution and delivery hereof by the Company) constitutes its shareholders shall constitute a valid and binding obligation of Sub VAPARIA and its shareholders, enforceable against Sub VAPARIA and its shareholders, as applicable, in accordance with its terms, except as the enforceability thereof such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors' ’ rights generally or by general principles of equity. The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby by this Agreement and compliance with the provisions hereof will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to the a loss of a material benefit under, or result in the creation of any lien, security interest, charge or encumbrance lien upon any of the properties or assets of Sub VAPARIA under, any provision of (i) the Articles articles of Incorporation incorporation or By-Laws bylaws of SubVAPARIA, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Sub VAPARIA, its properties or assets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule rule, regulation or regulation arbitration award applicable to Sub or any of VAPARIA, its properties or assets, other than, in the case of clauses (ii) or and (iii), any such conflicts, breaches, violations, defaults, rights, liens, security interests, charges losses or encumbrances that, liens that individually or in the aggregate, would aggregate could not have a Material Adverse Effect on Submaterial adverse effect with respect to VAPARIA or could not prevent, hinder or materially impair delay the ability of Sub VAPARIA to perform its obligations hereunder or prevent the consummation of any of consummate the transactions contemplated herebyby this Agreement.

Authority; Non-Contravention. Sub The Board of Directors of the Company has unanimously approved the Merger Agreement and the transactions contemplated thereby (including, but not limited to the Offer and the Merger), declared the Merger advisable and fair to and in the best interests of the holders of Shares and the Company has all requisite corporate power and authority to enter into this Agreement and and, subject to approval of the Merger by the stockholders of the Company (if required), to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, Agreement by the performance by Sub of its obligations hereunder Company and the consummation by the Company of the transactions contemplated hereby have been duly authorized by its Board of Directors and Investor as its sole stockholder, and, except for the all necessary corporate filings required by state law, no other corporate proceedings action on the part of Sub are necessary the Company, subject to authorize this Agreement and the transactions contemplated herebyapproval of the Merger by the stockholders of the Company (if required). This Agreement has been duly and validly executed and delivered by Sub the Company and (assuming the due valid authorization, execution and delivery hereof of this Agreement by the CompanyParent and Sub) constitutes a valid and binding obligation of Sub the Company enforceable against Sub the Company in accordance with its terms, except as the enforceability thereof that such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally or rights, generally, and by general principles equitable principles. Except as set forth in the Company SEC Documents or Section 4.5 of equity. The the Company Disclosure Letter, the execution and delivery of this Agreement does do not, and the consummation of the transactions contemplated hereby and compliance with the provisions hereof will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a material benefit under, or result in the creation of any lien, security interest, charge or encumbrance Lien upon any of the properties or assets of Sub the Company or any of its Subsidiaries under, any provision of (i) the Articles Certificate of Incorporation or By-Laws Bylaws of Subthe Company (true and complete copies of which as of the date hereof have been delivered to Parent) or any provision of the comparable charter or organization documents of any of its Subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Sub the Company or any of its Subsidiaries or (iii) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Sub the Company or any of its Subsidiaries or any of their respective properties or assets, other than, in the case of clauses clause (ii) or (iii), any such conflicts, violations, defaults, rights, liens, security interests, charges or encumbrances Liens that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Subthe Company, materially impair the ability of Sub to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby. No filing or registration with, or authorization, consent or approval of, any Governmental Entity is required by or with respect to the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the transactions contemplated hereby, except for (i) in connection or in compliance with the provisions of the Exchange Act, (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business, (iii) the Insurance Approvals, (iv) such filings and approvals as may be required under the HSR Act, (v) such other consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under the corporation, takeover or blue sky laws of various states or the Nasdaq National Market, and (vi) such other consents, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company or prevent the consummation of any of the transactions contemplated hereby. Except as disclosed in Section 4.5 of the Company Disclosure Letter, to the knowledge of the Company, there are no controversies, examinations, actions, suits, proceedings, investigations, claims, or issues raised by the DOI in the States of Arizona, Illinois, Indiana, Wisconsin, Missouri or Michigan involving the Company or any of its Subsidiaries which would reasonably be expected to, directly or indirectly, prevent the Offer or the Merger or delay the Effective Time beyond 180 days after the date of this Agreement.

Authority; Non-Contravention. (a) Parent and Merger Sub has the have all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, the performance by Sub of its obligations hereunder Agreement and the consummation of the transactions contemplated hereby have been duly authorized by its Board of Directors and Investor as its sole stockholder, and, except for the all necessary corporate filings required by state law, no other corporate proceedings action on the part of Sub are necessary Parent, subject only to authorize this Agreement and the transactions contemplated herebyfiling of the Certificate of Merger pursuant to Delaware Law. This Agreement has been duly and validly executed and delivered by Sub Parent and (assuming the Merger Sub, and upon due authorization, execution and delivery hereof by the Company) , constitutes a valid and binding obligation of Sub Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, except as the enforceability thereof may be limited by creditors' rights generally or by bankruptcy and other similar laws and general principles of equity. The execution and delivery of this Agreement does by Parent and Merger Sub do not, and the consummation performance of the transactions contemplated hereby this Agreement by Parent and Merger Sub will not, (i) conflict with Parent Charter Documents, (ii) subject to compliance with the provisions hereof will notrequirements set forth in Section 3.4(b) below, conflict withwith or violate any law, rule, regulation, order, judgment or decree applicable to Parent or any of its subsidiaries or by which Parent or any of its subsidiaries or any of their respective properties are bound or affected, or (iii) result in any violation of, material breach of or constitute a material default (or an event that with or without notice or lapse of time, time or bothboth would become a material default) under, or impair Parent's rights or alter the rights or obligations of any third party under, or give rise to a right others any rights of termination, amendment, acceleration or cancellation or acceleration of any obligation or to the loss of a material benefit underof, or result in the creation of any lien, security interest, charge or encumbrance upon a material Encumbrance on any of the material properties or assets of Sub underParent or any of its subsidiaries pursuant to, any provision of (i) the Articles of Incorporation or By-Laws of Sub, (ii) any loan or credit agreement, material note, bond, mortgage, indenture, lease or other contract, agreement, instrumentlease, license, permit, franchise, concession, franchise or license applicable other instrument or obligation to Sub or (iii) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Sub which Parent or any of its properties subsidiaries is a party or assets, other than, in the case of clauses (ii) by which Parent or (iii), any such conflicts, violations, defaults, rights, liens, security interests, charges or encumbrances that, individually or in the aggregate, would not have a Material Adverse Effect on Sub, materially impair the ability of Sub to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated herebyits subsidiaries or its or any of their respective assets are bound or affected.

Authority; Non-Contravention. Each of Parent and Sub has the all requisite corporate power and authority to enter into this Agreement and to consummate the Merger and the other transactions contemplated herebyby this Agreement. The execution execution, delivery and delivery performance of this Agreement, the performance Agreement by each of Parent and Sub of its obligations hereunder and the consummation by Parent and Sub of the Merger and the other transactions contemplated hereby by this Agreement have been duly authorized by its Board of Directors and Investor as its sole stockholder, and, except for the all necessary corporate filings required by state law, no other corporate proceedings action on the part of Sub are necessary to authorize this Agreement each of Parent and the transactions contemplated herebySub. This Agreement has been duly and validly executed and delivered by each of Parent and Sub and (assuming the due valid authorization, execution and delivery hereof of this Agreement by the Company) constitutes a valid and binding obligation of Parent and Sub enforceable against Parent and Sub in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, moratorium or other similar Laws affecting or relating to enforcement of creditors' ’ rights generally or by general principles of equity. The execution and delivery of this Agreement does not, and the consummation of the Merger and the other transactions contemplated hereby and compliance with the provisions hereof will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or trigger or change any rights or obligations (including any increase in payments owed) or require the consent of any Person under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a material benefit under, or result in the creation of any lien, security interest, charge or encumbrance Lien upon any of the properties or assets of Sub Parent or any of its Subsidiaries under, any provision of (i) the Articles certificate or articles of Incorporation incorporation, as applicable, by-laws or By-Laws other organizational documents of SubParent or any of its Subsidiaries, (ii) any loan Contract to which Parent or credit agreementany of its Subsidiaries is a party or by which any of their respective properties or assets are bound or affected, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Sub or (iii) except for the Consents and Registrations described in the immediately following sentence, any judgment, order, decree, statute, law, ordinance, rule or regulation Law applicable to Sub Parent or any of its Subsidiaries or any of their respective properties or assets, other than, in the case of clauses clause (ii) or (iii), any such conflicts, violations, defaults, rights, liens, security interests, charges or encumbrances Liens that, individually or in the aggregate, would not have a Material Adverse Effect on Sub, reasonably be expected to materially impair the ability of Parent and Sub to perform its their obligations hereunder or prevent the consummation of the Merger or any of the other transactions contemplated hereby. No Consents of, or Registrations with, any Governmental Entity is required by or with respect to Parent or any of its Subsidiaries in connection with the execution and delivery of this Agreement by Parent or Sub or the consummation by Parent or any of its Subsidiaries of the Merger and the other transactions contemplated hereby, except for (A) compliance with and filings under the HSR Act, (B) compliance with the provisions of the Exchange Act and the rules of any national securities exchange, (C) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business, (D) those Registrations and Consents set forth in Section 4.3 of the Disclosure Schedule, (E) as may be required in connection with the Taxes described in Section 6.10, and (F) such other Consents or Registrations the failure of which to be obtained or made would not, individually or in the aggregate, materially impair the ability of Parent and Sub to perform their obligations hereunder or prevent or materially delay the consummation of the Merger or any of the other transactions contemplated hereby.

Authority; Non-Contravention. Sub Medigus has the all requisite power and authority to enter into this Agreement and to consummate the transactions contemplated herebyby this Agreement. The execution and delivery of this Agreement, the performance Agreement by Sub of its obligations hereunder Medigus and the consummation by Medigus of the transactions contemplated hereby by this Agreement have been (or at Closing will have been) duly authorized by its Board of Directors and Investor as its sole stockholder, and, except for the all necessary corporate filings required by state law, no other corporate proceedings action on the part of Sub are necessary to authorize this Agreement Medigus and the transactions contemplated herebyCompany. This Agreement has been duly and validly executed and delivered by Sub and (assuming the due authorization, execution and delivery hereof by the Company) constitutes a valid and binding obligation of Sub Medigus, enforceable against Sub in accordance with its terms, except as the enforceability thereof may be limited by creditors' rights generally or by general principles of equity. The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby by this Agreement and compliance with the provisions hereof of this Agreement will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to the loss of a material benefit under, or result in the creation of any lien, security interest, charge or encumbrance lien upon any of the properties or assets of Sub the Company under, any provision of (i) the Articles articles of Incorporation or By-Laws association of Subthe Company, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Sub the Company or their respective properties or assets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule rule, regulation or regulation arbitration award applicable to Sub the Company or any of its their respective properties or assets, other than, in the case of clauses (ii) or and (iii), any such conflicts, breaches, violations, defaults, rights, liens, security interests, charges losses or encumbrances that, liens that individually or in the aggregate, would aggregate could not have a Material Adverse Effect on Subwith respect to the Company or could not prevent, hinder or materially impair delay the ability of Sub Medigus to perform its obligations hereunder consummate the transactions contemplated by this Agreement. No consent, approval, order or prevent authorization of, or registration, declaration or filing with, or notice to, any governmental entity is required by or with respect to Medigus or the Company in connection with the execution and delivery of this Agreement by Medigus or the consummation by Medigus, as the case may be, of any of the transactions contemplated herebyby this Agreement.

Authority; Non-Contravention. Sub High Valley has the all requisite power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, the performance by Sub of its obligations hereunder and the consummation of the transactions contemplated hereby have been duly authorized by its Board of Directors and Investor as its sole stockholder, and, except for the corporate filings required by state law, no other corporate proceedings on the part of Sub are necessary to authorize this Agreement and the transactions contemplated herebyMerger. This Agreement has been duly and validly executed and delivered by Sub High Valley and (assuming the due valid authorization, execution and delivery hereof of this Agreement by the CompanyPEC) constitutes a valid and binding obligation of Sub High Valley enforceable against Sub it in accordance with its terms, except as to the extent enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws of general applicability relating to or affecting the enforcement of creditors' rights generally or and by the effect of general principles of equityequity (regardless of whether enforceability is considered in a proceeding in equity or at law). The execution and delivery of this Agreement does and the Closing Documents do not or will not, as the case may be, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof will not, conflict with, or result in any violation of, or default (with or without notice or of lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a material benefit under, or result in the creation of any lien, security interest, charge or encumbrance Lien upon any of the properties or assets of Sub High Valley under, any provision of (ia) the Articles of Incorporation or By-Laws Bylaws of Sub, High Valley (iitrue and complete copies of which as of the date hereof have been delivered to PEC); (b) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Sub High Valley; or (iiic) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Sub High Valley or any of its properties assets. No filing or assetsregistration with, other thanor authorization, in the case of clauses (ii) consent or (iii)approval of, any such conflicts, violations, defaults, rights, liens, security interests, charges Governmental Entity is required by or encumbrances that, individually with respect to High Valley in connection with the execution and delivery of this Agreement and the Closing Documents or in the aggregate, would not have a Material Adverse Effect on Sub, materially impair the ability of Sub to perform its obligations hereunder or prevent is necessary for the consummation of any by High Valley of the transactions Merger or any other transaction contemplated herebyby this Agreement, except for such filings and approvals as may be required under the Improvements Act.

Authority; Non-Contravention. Sub The Board of Directors of the Purchaser has unanimously approved this Agreement and determined that the Merger is fair and in the best interests of the Purchaser and its stockholders and the Purchaser has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, Agreement by the performance by Sub of its obligations hereunder Purchaser and the consummation by the Purchaser of the transactions contemplated hereby have been duly authorized by its Board of Directors and Investor as its sole stockholder, and, except for the all necessary corporate filings required by state law, no other corporate proceedings action on the part of Sub are necessary to authorize this Agreement and the transactions contemplated herebyPurchaser. This Agreement has been duly and validly executed and delivered by Sub the Purchaser and (assuming the due valid authorization, execution and delivery hereof of this Agreement by the Company) constitutes a valid and binding obligation of Sub the Purchaser enforceable against Sub the Purchaser in accordance with its terms, ; (i) except as the enforceability thereof may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally or by generally; and (ii) subject to general principles of equity. The Except as set forth in the letter from the Purchaser to the Company dated the date hereof, which letter relates to this Agreement and is designated as the Purchaser Disclosure Letter (the "Purchaser Disclosure Letter"), the execution and delivery of this Agreement does do not, and the consummation of the transactions contemplated hereby and compliance with the provisions hereof will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation obligation, contractually require any offer to purchase or any prepayment of any debt, contractually require the payment of (or result in the vesting of) any severance, golden parachute, change of control or similar type of payment, or give rise to the loss of a material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Sub the Purchaser or any of its Subsidiaries under, any provision of (i) the Articles Certificate of Incorporation or By-Laws Bylaws of Subthe Purchaser or the comparable charter or organization documents of any of its Subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Sub the Purchaser or any of its Subsidiaries or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Sub the Purchaser or any of its Subsidiaries or any of their respective properties or assets, other than, in the case of clauses (ii) or (iii), any such conflicts, violations, defaults, rights, offers, prepayments, payments, losses, liens, security interests, charges or encumbrances that, individually or in the aggregate, that would not have a Material Adverse Effect on Subthe Purchaser. No filing or registration with, materially impair or authorization, consent or approval of, any Governmental Entity is required by or with respect to the ability Purchaser or any of Sub to perform its obligations hereunder Subsidiaries in connection with the execution and delivery of this Agreement by the Purchaser or prevent the consummation of any by the Purchaser or NEWCO of the transactions contemplated hereby, except for (i) in connection or in compliance with the provisions of the Securities Act and Exchange Act, (ii) the filing of the Certificate of Merger with the Delaware Secretary of State and the Virginia Commission, and appropriate documents with the relevant authorities of other states in which the Purchaser or NEWCO is qualified to do business, (iii) such filings and approvals as may be required under the HSR Act, (iv) such filings and approvals as may be required by any applicable state securities or "blue sky" laws or state takeover laws, and (v) such other consents, orders, authorizations, registrations, approvals, declarations and filings the failure of which to be obtained or made would not, individually or in the aggregate, have a Material Adverse Effect on the Purchaser or NEWCO.

Authority; Non-Contravention. Sub (a) The Company has the all requisite corporate power and authority to enter into this Agreement and the Stock Option Agreement and to consummate the transactions contemplated hereby. The execution hereby and delivery of this Agreement, the performance by Sub of its obligations hereunder and the consummation of the transactions contemplated hereby have been duly authorized by its Board of Directors and Investor as its sole stockholder, and, except for the corporate filings required by state law, no other corporate proceedings on the part of Sub are necessary to authorize this Agreement and the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Sub and (assuming the due authorization, execution and delivery hereof by the Company) constitutes a valid and binding obligation of Sub enforceable against Sub in accordance with its terms, except as the enforceability thereof may be limited by creditors' rights generally or by general principles of equitythereby. The execution and delivery of this Agreement does not, and the Stock Option Agreement and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company, subject only to the approval and adoption of this Agreement and the approval of the Merger by the Company's stockholders and the filing of the Certificate of Merger pursuant to Delaware Law. A vote of the holders of a majority of the outstanding shares of the Company Common Stock is sufficient for the Company's stockholders to approve and adopt this Agreement and approve the Merger. This Agreement and the Stock Option Agreement have each been duly executed and delivered by the Company and, assuming due execution and delivery by Parent, constitute(s) valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium and other similar laws and general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law). The execution and delivery of this Agreement and the Stock Option Agreement by the Company do not, and the performance of this Agreement and the Stock Option Agreement by the Company will not, (i) conflict with or violate the Company Charter Documents, (ii) subject to obtaining the approval and adoption of this Agreement and the approval of the Merger by the Company's stockholders as contemplated in Section 5.2 and compliance with the provisions hereof will notrequirements set forth in Section 2.4(b) below, conflict withwith or violate any law, rule, regulation, order, judgment or decree applicable to the Company or any of its subsidiaries or by which the Company or any of its subsidiaries or any of their respective material properties is bound or affected, or (iii) result in any violation of, material breach of or constitute a material default (or an event that with or without notice or lapse of time, time or bothboth would become a material default) under, or impair the Company's rights or alter the rights or obligations of any third party under, or give rise to a right others any rights of termination, amendment, acceleration or cancellation or acceleration of any obligation or to the loss of a material benefit underof, or result in the creation of any lien, security interest, charge a material lien or encumbrance upon Encumbrance on any of the material properties or assets of Sub underthe Company or any of its subsidiaries pursuant to, any provision of (i) the Articles of Incorporation or By-Laws of Sub, (ii) any loan or credit agreement, material note, bond, mortgage, indenture, lease or other contract, agreement, instrumentlease, license, permit, franchise, concession, franchise or license applicable other instrument or obligation to Sub or (iii) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Sub which the Company or any of its properties subsidiaries is a party or assetsby which the Company or any of its subsidiaries or its or any of their respective assets are bound or affected. Part 2.4(a) of the Company Disclosure Schedule lists all consents, other thanwaivers and approvals under any of the Company's or any of its subsidiaries' agreements, contracts, licenses or leases required to be obtained in the case of clauses (ii) or (iii), any such conflicts, violations, defaults, rights, liens, security interests, charges or encumbrances that, individually or in the aggregate, would not have a Material Adverse Effect on Sub, materially impair the ability of Sub to perform its obligations hereunder or prevent connection with the consummation of any of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a material loss of benefits to the Company, Parent or the Surviving Corporation as a result of the Merger.

Authority; Non-Contravention. Sub Metagramm has the all requisite power and authority to enter into this Agreement and to consummate the transactions contemplated herebyby this Agreement. The individual signing this Agreement on behalf of Metagramm has been duly authorized by Metagramm to do so. The execution and delivery of this Agreement, the performance Agreement by Sub of its obligations hereunder Metagramm and the consummation by Metagramm of the transactions contemplated hereby by this Agreement have been (or at Closing will have been) duly authorized by its Board of Directors and Investor as its sole stockholder, and, except for the all necessary corporate filings required by state law, no other corporate proceedings action on the part of Sub are necessary to authorize this Agreement and the transactions contemplated herebyMetagramm. This Agreement has been duly and validly executed and delivered by Sub and (assuming the due authorization, execution and delivery hereof by the Company) constitutes a valid and binding obligation of Sub Metagramm, enforceable against Sub in accordance with its terms, except as the enforceability thereof may be limited by creditors' rights generally or by general principles of equity. The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby by this Agreement and compliance with the provisions hereof of this Agreement will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to the loss of a material benefit under, or result in the creation of any lien, security interest, charge or encumbrance lien upon any of the properties or assets of Sub Metagramm under, any provision of (i) the Articles charter documents of Incorporation or By-Laws of SubMetagramm, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Sub Metagramm or their respective properties or assets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule rule, regulation or regulation arbitration award applicable to Sub Metagramm or any of its their respective properties or assets, other than, in the case of clauses (ii) or and (iii), any such conflicts, breaches, violations, defaults, rights, liens, security interests, charges losses or encumbrances that, liens that individually or in the aggregate, would aggregate could not have a Material Adverse Effect on Subwith respect to the Company or could not prevent, hinder or materially impair delay the ability of Sub Metagramm to perform its obligations hereunder consummate the transactions contemplated by this Agreement. No consent, approval, order or prevent authorization of, or registration, declaration or filing with, or notice to, any governmental entity is required by or with respect to Metagramm in connection with the execution and delivery of this Agreement by Metagramm or the consummation by Metagramm, as the case may be, of any of the transactions contemplated herebyby this Agreement.

Authority; Non-Contravention. Sub Investor has the all requisite power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, the performance Agreement by Sub of its obligations hereunder Investor and the consummation by Investor of the transactions contemplated hereby have been duly authorized by its Board of Directors and Investor as its sole stockholder, and, except for the corporate filings required by state law, no other corporate proceedings all necessary action on the part of Sub are necessary to authorize this Agreement and the transactions contemplated herebyInvestor. This Agreement has been duly and validly executed and delivered by Sub Investor and (assuming the due valid authorization, execution and delivery hereof of this Agreement by the Company) constitutes a valid and binding obligation of Sub Investor enforceable against Sub Investor in accordance with its terms, except as the enforceability thereof may be limited by creditors' rights generally or by general principles of equity. The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby and compliance with the provisions hereof will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Sub Investor or any of its Subsidiaries under, any provision of (i) the Articles organizational documents of Incorporation or By-Laws Investor and any of Subits Subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Sub Investor or any of its Subsidiaries or (iii) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Sub Investor or any of its Subsidiaries or any of their respective properties or assets, other than, in the case of clauses (ii) or (iii), any such conflicts, violations, defaults, rights, liens, security interests, charges or encumbrances that, individually or in the aggregate, would not have a Material Adverse Effect on Sub, materially impair the ability of Sub to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby.(as

Authority; Non-Contravention. Sub Viewbix Parent has the all requisite power and authority to enter into this Agreement and to consummate the transactions contemplated herebyby this Agreement. The execution and delivery of this Agreement, the performance Agreement by Sub of its obligations hereunder Viewbix Parent and the consummation by Viewbix Parent of the transactions contemplated hereby by this Agreement have been (or at Merger Effective Date will have been) duly authorized by its Board of Directors and Investor as its sole stockholder, and, except for the all necessary corporate filings required by state law, no other corporate proceedings action on the part of Sub are necessary to authorize this Agreement and the transactions contemplated herebyViewbix Parent. This Agreement has been duly and validly executed and delivered by Sub and (assuming the due authorization, execution and delivery hereof by the Company) constitutes a valid and binding obligation of Sub Viewbix Parent, enforceable against Sub in accordance with its terms, except as the enforceability thereof may be limited by creditors' rights generally or by general principles of equity. The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby by this Agreement and compliance with the provisions hereof of this Agreement will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to the loss of a material benefit under, or result in the creation of any lien, security interest, charge or encumbrance lien upon any of the properties or assets of Sub Viewbix Parent under, any provision of (i) the Articles certificate of Incorporation incorporation or By-Laws bylaws of Subthe Viewbix Parent, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Sub Viewbix Parent or their respective properties or assets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule rule, regulation or regulation arbitration award applicable to Sub Viewbix Parent or any of its their respective properties or assets, other than, in the case of clauses (ii) or and (iii), any such conflicts, breaches, violations, defaults, rights, liens, security interests, charges losses or encumbrances that, liens that individually or in the aggregate, would aggregate could not have a Material Adverse Effect on Subwith respect to Viewbix Parent or could not prevent, hinder or materially impair delay the ability of Sub Viewbix Parent to perform its obligations hereunder consummate the transactions contemplated by this Agreement. No consent, approval, order or prevent authorization of, or registration, declaration or filing with, or notice to, any governmental entity is required by or with respect to Viewbix Parent in connection with the execution and delivery of this Agreement by Viewbix Parent or the consummation by Viewbix Parent, as the case may be, of any of the transactions contemplated herebyby this Agreement, except, as required, such other consents, approvals, orders, authorizations, registrations, declarations, filings or notices as may be required under the “blue sky” laws of various states.

Authority; Non-Contravention. Sub The Company has the requisite corporate power and authority to enter into this Agreement and and, subject to Company Shareholder Approval (as defined in Section 3.1(j)), to consummate the Merger and other transactions contemplated herebyhereby and to take such actions, if any, as shall have been taken with respect to the matters referred to in Section 3.1(j). The execution and delivery of this Agreement, Agreement by the performance by Sub of its obligations hereunder Company and the consummation by the Company of the transactions contemplated hereby have been duly authorized by its Board of Directors and Investor as its sole stockholder, and, except for the all necessary corporate filings required by state law, no other corporate proceedings action on the part of Sub are necessary the Company, subject to authorize this Agreement and the transactions contemplated herebyCompany Shareholder Approval. This Agreement has been duly and validly executed and delivered by Sub the Company and (assuming the due authorization, execution and delivery hereof by the Company) constitutes a valid and binding obligation of Sub the Company, enforceable against Sub the Company in accordance with its terms, except as the enforceability thereof (i) such enforcement may be limited by subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws or judicial decisions now or hereafter in effect relating to creditors' rights generally or by general principles and (ii) the remedy of equityspecific performance and injunctive relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The execution and delivery of this Agreement does by the Company do not, and the consummation of the transactions contemplated hereby and compliance with the provisions hereof will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or "put" right with respect to any obligation or to the loss of a material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon on any of the properties or assets of Sub the Company or any of its subsidiaries under, any provision of (i) the Restated Articles of Incorporation Incorporation, as amended to the date hereof or By-Laws bylaws of Subthe Company (the "Company Charter") or any provision of the comparable organizational documents of its subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease lease, or other agreement, instrument, permit, concession, franchise or license applicable to Sub the Company or any of its subsidiaries or their respective properties or assets or (iii) subject to governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule or regulation or arbitration award applicable to Sub the Company or any of its subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) or and (iii), any such conflicts, violations, defaults, rights, rights or liens, security interests, charges or encumbrances that, that individually or in the aggregate, aggregate would not have have, or would not reasonably be likely to have, a Material Adverse Effect material adverse effect on Subthe Company and would not, or would not reasonably be likely to, materially impair the ability of Sub the Company to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby. No consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or agency, domestic or foreign, including local authorities (a "Governmental Entity"), is required by or with respect to the Company or any of its subsidiaries in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the transactions contemplated hereby, except for (i) the filing of a premerger notification and report form by the Company under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (ii) a notice filing under the Competition Act (Canada), (iii) the filing with the Securities and Exchange Commission (the "SEC") of (A) a proxy statement relating to the Company Shareholder Approval (such proxy statement as amended or supplemented from time to time, the "Proxy Statement") and (B) such reports under Section 13(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as may be filed in connection with this Agreement and the transactions contemplated hereby, and (iv) the filing of the Articles of Merger with the Secretary of State of Texas with respect to the Merger as provided in the TBCA and appropriate documents with the relevant authorities of other jurisdictions in which the Company is qualified to do business and such other consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made would not have, or would not reasonably be likely to have, a material adverse effect on the Company.

Authority; Non-Contravention. Sub Algomizer has the all requisite power and authority to enter into this Agreement and to consummate the transactions contemplated herebyby this Agreement. The execution and delivery of this Agreement, the performance Agreement by Sub of its obligations hereunder Algomizer and the consummation by Algomizer of the transactions contemplated hereby by this Agreement have been (or at Closing will have been) duly authorized by its Board of Directors and Investor as its sole stockholder, and, except for the all necessary corporate filings required by state law, no other corporate proceedings action on the part of Sub are necessary to authorize this Agreement Algomizer and the transactions contemplated herebyViewbix. This Agreement has been duly and validly executed and delivered by Sub and (assuming the due authorization, execution and delivery hereof by the Company) constitutes a valid and binding obligation of Sub Algomizer, enforceable against Sub in accordance with its terms, except as the enforceability thereof may be limited by creditors' rights generally or by general principles of equity. The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby by this Agreement and compliance with the provisions hereof of this Agreement will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to the loss of a material benefit under, or result in the creation of any lien, security interest, charge or encumbrance lien upon any of the properties or assets of Sub Viewbix under, any provision of (i) the Articles articles of Incorporation or By-Laws association of SubViewBix, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Sub ViewBix or their respective properties or assets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule rule, regulation or regulation arbitration award applicable to Sub ViewBix or any of its their respective properties or assets, other than, in the case of clauses (ii) or and (iii), any such conflicts, breaches, violations, defaults, rights, liens, security interests, charges losses or encumbrances that, liens that individually or in the aggregate, would aggregate could not have a Material Adverse Effect on Subwith respect to ViewBix or could not prevent, hinder or materially impair delay the ability of Sub Algomizer to perform its obligations hereunder consummate the transactions contemplated by this Agreement. No consent, approval, order or prevent authorization of, or registration, declaration or filing with, or notice to, any governmental entity is required by or with respect to Algomizer or ViewBix in connection with the execution and delivery of this Agreement by Algomizer or the consummation by Algomizer, as the case may be, of any of the transactions contemplated herebyby this Agreement.

Authority; Non-Contravention. Sub The Company has the requisite corporate power and authority to enter into this Agreement and and, subject to Company Stockholder Approval (as defined in Section 3.1(h)), to consummate the transactions contemplated herebyhereby and to take such actions, if any, as shall have been taken with respect to the matters referred to in Section 3.1(h). The execution execution, delivery and delivery performance of this Agreement, Agreement by the performance by Sub of its obligations hereunder Company and the consummation by the Company of the transactions contemplated hereby have been duly authorized by its Board of Directors and Investor as its sole stockholder, and, except for the all necessary corporate filings required by state law, no other corporate proceedings action on the part of Sub are necessary the Company, subject to authorize this Agreement and the transactions contemplated herebyCompany Stockholder Approval. This Agreement has been duly and validly executed and delivered by Sub the Company and (assuming the due authorization, execution and delivery hereof by the Company) constitutes a valid and binding obligation of Sub the Company, enforceable against Sub the Company in accordance with its terms, except as the enforceability thereof that (i) such enforcement may be limited by subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws or judicial decisions now or hereafter in effect relating to creditors' rights generally or by general principles and (ii) the remedy of equityspecific performance and injunctive relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The execution execution, delivery and delivery performance of this Agreement does by the Company do not, and the consummation of the transactions contemplated hereby and compliance with the provisions hereof will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or "put" right with respect to any obligation or to the loss of a material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Sub the Company or any of its subsidiaries under, any provision of (i) the Articles Certificate of Incorporation or By-Laws laws of Subthe Company or any provision of the comparable organizational documents of its subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease lease, or other agreement, instrument, permit, concession, franchise or license applicable to Sub the Company or any of its subsidiaries or their respective properties or assets or (iii) subject to governmental filing and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule or regulation or arbitration award applicable to Sub the Company or any of its subsidiaries or their respective properties or assets, other than, in the case of clauses clause (ii) or (iii), any such conflicts, violations, defaults, rights, rights or liens, security interests, charges or encumbrances that, that individually or in the aggregate, aggregate would not have a Material Adverse Effect material adverse effect on Sub, the Company or would not materially impair the ability of Sub the Company to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby. No consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or agency, domestic or foreign, including local authorities (a "Governmental Entity"), is required by or with respect to the Company or any of its subsidiaries in connection with the execution, delivery and performance of this Agreement by the Company or the consummation by the Company of the transactions contemplated hereby, except for (i) the filing of a premerger notification and report form by the Company under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act") and any required filings or approvals under applicable foreign antitrust laws and regulations, (ii) the filing with the Securities and Exchange Commission (the "SEC") of (A) a proxy statement relating to the Company Stockholder Approval (such proxy statement as amended or supplemented from time to time, the "Proxy Statement") and (B) the Schedule 14D-9; and (C) such reports under Section 13(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as may be filed in connection with this Agreement and the transactions contemplated hereby, and (iii) the filing of the Certificate of Merger with the Delaware Secretary of State with respect to the Merger as provided in the DGCL and appropriate documents with the relevant authorities of other jurisdictions in which the Company is qualified to do business and such other consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made would not have a material adverse effect on the Company.

Authority; Non-Contravention. Sub Odin has the all requisite power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, the performance by Sub of its obligations hereunder and the consummation of the transactions contemplated hereby have been duly authorized by its Board of Directors and Investor as its sole stockholder, and, except for the corporate filings required by state law, no other corporate proceedings on the part of Sub are necessary to authorize this Agreement and the transactions contemplated herebyMerger. This Agreement has been duly and validly executed and delivered by Sub Odin and (assuming the due valid authorization, execution and delivery hereof of this Agreement by the CompanyPEC and PEC Sub) constitutes a valid and binding obligation of Sub Odin enforceable against Sub it in accordance with its terms, except as to the extent enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws of general applicability relating to or affecting the enforcement of creditors' rights generally or and by the effect of general principles of equityequity (regardless of whether enforceability is considered in a proceeding in equity or at law). The execution and delivery of this Agreement does and the Closing Documents do not or will not, as the case may be, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof will not, conflict with, or result in any violation of, or default (with or without notice or of lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a material benefit under, or result in the creation of any lien, security interest, charge or encumbrance Lien upon any of the properties or assets of Sub Odin under, any provision of (ia) the Articles of Incorporation or By-Laws Bylaws of Sub, Odin (iitrue and complete copies of which as of the date hereof have been delivered to PEC); (b) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Sub Odin; or (iiic) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Sub Odin or any of its properties assets. No filing or assetsregistration with, other thanor authorization, in the case of clauses (ii) consent or (iii)approval of, any such conflicts, violations, defaults, rights, liens, security interests, charges Governmental Entity is required by or encumbrances that, individually with respect to Odin in connection with the execution and delivery of this Agreement and the Closing Documents or in the aggregate, would not have a Material Adverse Effect on Sub, materially impair the ability of Sub to perform its obligations hereunder or prevent is necessary for the consummation of any by Odin of the transactions Merger or any other transaction contemplated herebyby this Agreement.

Authority; Non-Contravention. Sub has the requisite power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, the performance by Sub of its obligations hereunder and the consummation of the transactions contemplated hereby have been duly authorized by its Board of Of Directors and Investor by Parent as its Sub's sole stockholder, and, except for the corporate filings required by state law, no other corporate proceedings on the part of Sub are necessary to authorize this Agreement and the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Sub and (assuming the due authorization, execution and delivery hereof by the CompanyParent) constitutes a valid and binding obligation of Sub enforceable against Sub in accordance with its terms, except as to the extent enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws of general applicability relating to or affecting the enforcement of creditors' rights generally or and by the effect of general principles of equityequity (regardless of whether enforceability is considered in a proceeding in equity or at law). The execution and delivery of this Agreement does do not, and the consummation of the transactions contemplated hereby and compliance with the provisions hereof will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Sub under, any provision of (i) the Articles of Of Incorporation or By-Laws Bylaws (true and complete copies of which as of the date hereof have been delivered to Kit) of Sub, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, agreement instrument, permit, concession, franchise or license applicable to Sub or (iii) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Sub or any of its properties or assets, other than, in the case of clauses (ii) or (iii), any such conflicts, violations, defaults, rightsright, liens, security interests, charges or encumbrances that, individually or in the aggregate, would not have a Material Adverse Effect on Sub, materially impair the ability of Sub to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby.

Authority; Non-Contravention. Sub Investor has the all requisite power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, the performance Agreement by Sub of its obligations hereunder Investor and the consummation by Investor of the transactions contemplated hereby have been duly authorized by its Board of Directors and Investor as its sole stockholder, and, except for the corporate filings required by state law, no other corporate proceedings all necessary action on the part of Sub are necessary to authorize this Agreement and the transactions contemplated herebyInvestor. This Agreement has been duly and validly executed and delivered by Sub Investor and (assuming the due valid authorization, execution and delivery hereof of this Agreement by the Company) constitutes a valid and binding obligation of Sub Investor enforceable against Sub Investor in accordance with its terms, except as the enforceability thereof may be limited by creditors' rights generally or by general principles of equity. The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby and compliance with the provisions hereof will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Sub Investor or any of its Subsidiaries (as hereinafter defined) under, any provision of (i) the Articles organizational documents of Incorporation or By-Laws Investor and any of Subits Subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Sub Investor or any of its Subsidiaries or (iii) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Sub Investor or any of its Subsidiaries or any of their respective properties or assets, other than, in the case of clauses (ii) or (iii), any such conflicts, violations, defaults, rights, liens, security interests, charges or encumbrances that, individually or in the aggregate, would not have a Material Adverse Effect (as hereinafter defined) on SubInvestor, materially impair the ability of Sub Investor to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby. No filing or registration with, or authorization, consent or approval of, any domestic (federal and state), foreign or supranational court, commission, governmental body, regulatory or administrative agency, authority or tribunal (a "Governmental Entity") is required by or with respect to Investor or any of its Subsidiaries in connection with the execution and delivery of this Agreement by Investor or is necessary for the consummation of the Merger and the other transactions contemplated by this Agreement, except for (i) in compliance with the Exchange Act, (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business, (iii) compliance with any applicable requirement of the Securities Act of 1933, as amended (the "Securities Act"), (iv) compliance with any applicable foreign or state securities or blue sky laws (collectively, "Blue Sky Laws") and (v) such other consents, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made would not, individually or in the aggregate, have a Material Adverse Effect on Investor, materially impair the ability of Investor to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby. For purposes of this Agreement "Material Adverse Change" or "Material Adverse Effect" means, when used with respect to Investor, Sub or the Company, as the case may be, any change or effect, either individually or in the aggregate, that is or is reasonably likely to be materially adverse to the business, assets, prospects, liabilities, properties, or financial condition (i) with respect to Investor, Investor and its Subsidiaries taken as a whole, and (ii) with respect to the Company, the Company and its Subsidiaries taken as a whole.

Authority; Non-Contravention. Merger Sub has the all requisite power and authority to enter into this Agreement and to consummate the transactions contemplated herebyby this Agreement. The execution and delivery of this Agreement, the performance Agreement by Merger Sub of its obligations hereunder and the consummation by Merger Sub of the transactions contemplated hereby by this Agreement have been (or at Merger Effective Date will have been) duly authorized by its Board of Directors and Investor as its sole stockholder, and, except for the all necessary corporate filings required by state law, no other corporate proceedings action on the part of Sub are necessary to authorize this Agreement and the transactions contemplated herebyMerger Sub. This Agreement has been duly and validly executed and delivered by Sub and (assuming the due authorization, execution and delivery hereof by the Company) constitutes a valid and binding obligation of Sub Merger Sub, enforceable against Sub in accordance with its terms, except as the enforceability thereof may be limited by creditors' rights generally or by general principles of equity. The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby by this Agreement and compliance with the provisions hereof of this Agreement will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to the loss of a material benefit under, or result in the creation of any lien, security interest, charge or encumbrance lien upon any of the properties or assets of Merger Sub under, any provision of (i) the Articles articles of Incorporation or By-Laws association of Merger Sub, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Merger Sub or their respective properties or assets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule rule, regulation or regulation arbitration award applicable to Merger Sub or any of its their respective properties or assets, other than, in the case of clauses (ii) or and (iii), any such conflicts, breaches, violations, defaults, rights, liens, security interests, charges losses or encumbrances that, liens that individually or in the aggregate, would aggregate could not have a Material Adverse Effect on Subwith respect to Merger Sub or could not prevent, hinder or materially impair delay the ability of Merger Sub to perform its obligations hereunder consummate the transactions contemplated by this Agreement. No consent, approval, order or prevent authorization of, or registration, declaration or filing with, or notice to, any governmental entity is required by or with respect to Merger Sub in connection with the execution and delivery of this Agreement by Merger Sub or the consummation by Merger Sub, as the case may be, of any of the transactions contemplated herebyby this Agreement.

Authority; Non-Contravention. Each of Parent and Sub has the all requisite corporate power and authority to enter into this Agreement and to consummate the Merger and the other transactions contemplated herebyby this Agreement. The execution execution, delivery and delivery performance of this Agreement, the performance Agreement by each of Parent and Sub of its obligations hereunder and the consummation by Parent and Sub of the Merger and the other transactions contemplated hereby by this Agreement have been duly authorized by its Board of Directors and Investor as its sole stockholder, and, except for the all necessary corporate filings required by state law, no other corporate proceedings action on the part of Sub are necessary to authorize this Agreement each of Parent and the transactions contemplated herebySub. This Agreement has been duly and validly executed and delivered by each of Parent and Sub and (assuming the due valid authorization, execution and delivery hereof of this Agreement by the Company) constitutes a valid and binding obligation of Parent and Sub enforceable against Parent and Sub in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to enforcement of creditors' ’ rights generally or by general principles of equity. The execution and delivery of this Agreement does not, and the consummation of the Merger and the other transactions contemplated hereby and compliance with the provisions hereof will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or trigger or change any rights or obligations (including any increase in payments owed) or require the consent of any Person under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a material benefit under, or result in the creation of any lien, security interest, charge or encumbrance Lien upon any of the properties or assets of Sub Parent or any of its Subsidiaries under, any provision of (i) the Articles charter, by-laws or other organizational documents of Incorporation Parent or By-Laws any of Subits Subsidiaries, (ii) any loan Contract to which Parent or credit agreementany of its Subsidiaries is a party or by which any of their respective properties or assets are bound or affected, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Sub or (iii) any judgment, order, decree, statute, law, ordinance, rule rule, listing standard, arbitration award or regulation applicable to Sub Parent or any of its Subsidiaries or any of their respective properties or assets, other than, in the case of clauses clause (ii) or (iii), any such conflicts, violations, defaults, rights, liens, security interests, charges or encumbrances Liens that, individually or in the aggregate, would not have a Material Adverse Effect on Sub, reasonably be expected to materially impair the ability of Parent and Sub to perform its their obligations hereunder or prevent the consummation of the Merger or any of the other material transactions contemplated hereby. No Consents of, or Registrations with, any Governmental Entity is required by or with respect to Parent or any of its Subsidiaries in connection with the execution and delivery of this Agreement by Parent or Sub or the consummation by Parent or any of its Subsidiaries of the Merger and the other transactions contemplated hereby, except for (i) compliance with and filings under the HSR Act, (ii) compliance with the provisions of the Exchange Act and the rules of any national securities exchange, (iii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business, (iv) foreign and supranational laws relating to antitrust and anticompetition clearances, filings or notices, (v) those Registrations and Consents set forth in Section 4.3(b) of the Disclosure Schedule, (vi) as may be required in connection with the Taxes described in Section 6.10, and (vii) such other Consents or Registrations the failure of which to be obtained or made would not, individually or in the aggregate, materially impair the ability of Parent and Sub to perform their obligations hereunder or prevent or materially delay the consummation of the Merger or any of the material transactions contemplated hereby.

Authority; Non-Contravention. Sub Plantify has the all requisite power and authority to enter into this Agreement and to consummate the transactions contemplated herebyby this Agreement. The individual signing this Agreement on behalf of Plantify has been duly authorized by Plantify to do so. The execution and delivery of this Agreement, the performance Agreement by Sub of its obligations hereunder Plantify and the consummation by Plantify of the transactions contemplated hereby by this Agreement have been (or at Closing will have been) duly authorized by its Board of Directors and Investor as its sole stockholder, and, except for the all necessary corporate filings required by state law, no other corporate proceedings action on the part of Sub are necessary to authorize this Agreement and the transactions contemplated herebyPlantify. This Agreement has been duly and validly executed and delivered by Sub and (assuming the due authorization, execution and delivery hereof by the Company) constitutes a valid and binding obligation of Sub Plantify, enforceable against Sub in accordance with its terms, except as the enforceability thereof may be limited by creditors' rights generally or by general principles of equity. The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby by this Agreement and compliance with the provisions hereof of this Agreement will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to the loss of a material benefit under, or result in the creation of any lien, security interest, charge or encumbrance lien upon any of the properties or assets of Sub Plantify under, any provision of (i) the Articles charter documents of Incorporation or By-Laws of SubPlantify, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Sub Plantify or their respective properties or assets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule rule, regulation or regulation arbitration award applicable to Sub Plantify or any of its their respective properties or assets, other than, in the case of clauses (ii) or and (iii), any such conflicts, breaches, violations, defaults, rights, liens, security interests, charges losses or encumbrances that, liens that individually or in the aggregate, would aggregate could not have a Material Adverse Effect on Subwith respect to the Company or could not prevent, hinder or materially impair delay the ability of Sub Plantify to perform its obligations hereunder consummate the transactions contemplated by this Agreement. No consent, approval, order or prevent authorization of, or registration, declaration or filing with, or notice to, any governmental entity is required by or with respect to Plantify in connection with the execution and delivery of this Agreement by Plantify or the consummation by Plantify, as the case may be, of any of the transactions contemplated herebyby this Agreement.

Authority; Non-Contravention. Sub The Company has the requisite corporate power and authority to enter into this Agreement and and, subject to Company Shareholder Approval (as defined in Section 3.1(j)), to consummate the Merger and other transactions contemplated herebyhereby and to take such actions, if any, as shall have been taken with respect to the matters referred to in Section 3.1(j). The execution and delivery of this Agreement, Agreement by the performance by Sub of its obligations hereunder Company and the consummation by the Company of the transactions contemplated hereby have been duly authorized by its Board of Directors and Investor as its sole stockholder, and, except for the all necessary corporate filings required by state law, no other corporate proceedings action on the part of Sub are necessary the Company, subject to authorize this Agreement and the transactions contemplated herebyCompany Shareholder Approval. This Agreement has been duly and validly executed and delivered by Sub the Company and (assuming the due authorization, execution and delivery hereof by the Company) constitutes a valid and binding obligation of Sub the Company, enforceable against Sub the Company in accordance with its terms, except as the enforceability thereof (i) such enforcement may be limited by subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws or judicial decisions now or hereafter in effect relating to creditors' rights generally or by general principles and (ii) the remedy of equityspecific performance and injunctive relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The execution and delivery of this Agreement does by the Company do not, and the consummation of the transactions contemplated hereby and compliance with the provisions hereof will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or "put" right with respect to any obligation or to the loss of a material benefit under, or result in the creation of any lien, mortgage, pledge, security interest, charge charge, claim or other encumbrance upon of any kind or nature ("Liens") on any of the properties or assets of Sub the Company under, any provision of (i) the Articles of Incorporation or By-Laws bylaws of Subthe Company, each as amended through the date hereof (the "Company Charter Documents"), (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease lease, or other agreement, instrument, permit, concession, franchise or license applicable to Sub the Company or its properties or assets or (iii) subject to governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule or regulation or arbitration award applicable to Sub the Company or any of its properties or assets, other than, in the case of clauses (ii) or and (iii), any such conflicts, violations, defaults, rights, liens, security interests, charges rights or encumbrances that, Liens that individually or in the aggregate, aggregate would not have have, or would not reasonably be likely to have, a Material Adverse Effect material adverse effect on Subthe Company and would not, or would not reasonably be likely to, materially impair the ability of Sub the Company to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby. No consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or agency, domestic or foreign, including local authorities (a "Governmental Entity"), is required by or with respect to the Company in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the transactions contemplated hereby, except for (i) the filing of a premerger notification and report form by the Company under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (ii) the filing with the Securities and Exchange Commission (the "SEC") of (A) a proxy statement relating to the Company Shareholder Approval (such proxy statement as amended or supplemented from time to time, the "Proxy Statement/Prospectus"), (B) filings under Rule 14a-12 promulgated under the Exchange Act and (C) such reports under Section 13(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as may be filed in connection with this Agreement and the transactions contemplated hereby, (iii) the filing of the Articles of Merger with the Secretary of State of Texas with respect to the Merger as provided in the TBCA and appropriate documents with the relevant authorities of other jurisdictions in which the Company is qualified to do business and (iv) such other consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made would not have, or would not reasonably be likely to have, a material adverse effect on the Company.

Authority; Non-Contravention. Sub (i) Jervois has the all requisite corporate power and corporate authority to enter into this Agreement and to consummate the transactions contemplated herebyTransactions and to perform its obligations under this Agreement. The board of directors of Jervois unanimously approved this Agreement and the Transactions. The execution and delivery of this Agreement, the performance Agreement by Sub of its obligations hereunder Jervois and the consummation by Jervois of the transactions contemplated hereby Transactions have been duly authorized by its Board all necessary corporate action on the part of Directors and Investor as its sole stockholder, and, except for the corporate filings required by state law, no Jervois. No other corporate proceedings on the part of Sub Jervois or any of its Subsidiaries are necessary to authorize this Agreement, the performance by Jervois of its obligations under this Agreement and or the transactions contemplated herebyTransactions. This Agreement has been duly and validly executed and delivered by Sub Jervois and (assuming the due authorization, execution and delivery hereof by the Company) constitutes a valid and binding obligation of Sub Jervois, enforceable by eCobalt against Sub Jervois in accordance with its terms, except as subject to the qualification that such enforceability thereof may be limited by creditors' bankruptcy, insolvency, reorganization or other laws of general application relating to or affecting rights generally or by general principles of equitycreditors and that equitable remedies, including specific performance, are discretionary and may not be ordered. The Except as set forth in Schedule (e) of the Jervois Disclosure Statement, the execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby Transactions and compliance with the provisions hereof of this Agreement will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of first refusal, consent, termination, buyback, purchase, cancellation or acceleration of any obligation or to the loss of a material benefit any property, rights or benefits under, or result in the imposition of any additional obligation under, or result in the creation of any lien, security interest, charge or encumbrance Lien upon any of the properties or assets of Sub Jervois or any of its Subsidiaries under, any provision of (i) the Articles constitution of Incorporation Jervois or By-Laws the comparable organization documents of Sub, any of its Subsidiaries; (ii) any loan Contract to which Jervois or credit agreement, note, bond, mortgage, indenture, lease any of its Subsidiaries is a party or other agreement, instrument, permit, concession, franchise by which any of them or license applicable to Sub their respective properties or assets is bound or affected; or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule or regulation Law applicable to Sub Jervois or any of its Subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) or (iii), any assets except for such conflicts, violations, defaults, rightsterminations, cancellations, accelerations, impositions, creations of liens, security interestsrights of first refusal, charges or encumbrances thatany consents which, if not given or received, would not individually or in the aggregate, would not have a Material reasonably be expected to be Materially Adverse Effect on Subto Jervois. No consent, materially impair approval, order or authorization of, or registration, declaration or filing with, any Agency, is required by or with respect to Jervois or any of its Subsidiaries in connection with the ability execution and delivery of Sub to perform its obligations hereunder this Agreement by Jervois or prevent the consummation of any by Jervois of the transactions contemplated herebyTransactions, except for (i) any approvals required by the Interim Order or the Final Order, (ii) the Regulatory Approvals, and (iii) as set forth in Schedule (e) of the Jervois Disclosure Statement.

Authority; Non-Contravention. Sub Parent has the requisite power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, the performance by Sub Parent of its obligations hereunder and the consummation of the transactions contemplated hereby have been duly authorized by its Board of Directors and Investor as its sole stockholderOf Directors, and, except for the corporate filings required by state law, no other corporate proceedings on the part of Sub Parent are necessary to authorize this Agreement and the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Sub Parent and (assuming the due authorization, execution and delivery hereof by the CompanyKit) constitutes a valid and binding obligation of Sub Parent enforceable against Sub Parent in accordance with its terms, except as to the extent enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws of general applicability relating to or affecting the enforcement of creditors' rights generally or and by the effect of general principles of equityequity (regardless of whether enforceability is considered in a proceeding in equity or at law). The execution and delivery of this Agreement does do not, and the consummation of the transactions contemplated hereby and compliance with the provisions hereof will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Sub Parent under, any provision of (i) the Articles of Of Incorporation or By-Laws Bylaws (true and complete copies of Subwhich as of the date hereof have been delivered to Kit) of Parent, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, agreement instrument, permit, concession, franchise or license applicable to Sub Parent, or (iii) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Sub Parent or any of its properties or assets, other than, in the case of clauses (ii) or (iii), any such conflicts, violations, defaults, rightsright, liens, security interests, charges or encumbrances that, individually or in the aggregate, would not have a Material Adverse Effect on SubParent, materially impair the ability of Sub Parent to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby.

Authority; Non-Contravention. Sub The Board of Directors of ---------------------------- the Company has approved the Offer and declared the Merger advisable and the Company has all requisite power and authority to enter into this Agreement and and, subject to approval of the Merger by the stockholders of the Company (if required), to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, Agreement by the performance by Sub of its obligations hereunder Company and the consummation by the Company of the transactions contemplated hereby have been duly authorized by its Board of Directors and Investor as its sole stockholder, and, except for the all necessary corporate filings required by state law, no other corporate proceedings action on the part of Sub are necessary the Company, subject to authorize this Agreement and such approval of the transactions contemplated herebyMerger by the stockholders of the Company (if required). This Agreement has been duly and validly executed and delivered by Sub the Company and (assuming the due valid authorization, execution and delivery hereof of this Agreement by the CompanyParent and Sub) constitutes a valid and binding obligation of Sub the Company enforceable against Sub the Company in accordance with its terms, . Except as set forth in the Company SEC Documents (as hereinafter defined) and except as set forth in Section 4.5 of ----------- the enforceability thereof may be limited by creditors' rights generally or by general principles of equity. The Company Disclosure Letter, the execution and delivery of this Agreement does do not, and the consummation of the transactions contemplated hereby and compliance with the provisions hereof will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Sub the Company or any of its Subsidiaries under, any provision of (i) the Articles Certificate of Incorporation or By-Laws Bylaws of Subthe Company (true and complete copies of which as of the date hereof have been delivered to Parent) or any provision of the comparable charter or organization documents of any of its Subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, mortgage or indenture, any lease or other agreementagreement pursuant to which the Company has paid or received more than $20,000 in the last year, or any instrument, permit, concession, franchise or license applicable to Sub the Company or any of its Subsidiaries or (iii) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Sub the Company or any of its Subsidiaries or any of their respective properties or assets, other than, in the case of clauses clause (ii) or (iii), any such conflicts, violations, defaults, rights, liens, security interests, charges or encumbrances that, individually or in the aggregate, would not have a Material Adverse Effect on Subthe Company, materially impair the ability of Sub the Company to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby. No filing or registration with, or authorization, consent or approval of, any Governmental Entity is required by or with respect to the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the transactions contemplated hereby, except for (i) in connection or in compliance with the provisions of the Exchange Act, (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business, (iii) such filings and consents, if any, as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval triggered by the Offer, the Merger or the transactions contemplated by this Agreement, (iv) such filings, if any, as may be required in connection with the Gains Taxes described in Section 7.7, ----------- (v) such filings and approvals as may be required under the Improvements Act, (vi) such filings as may be required under state securities laws or the rules of the Nasdaq Stock Market, and (vii) such other consents, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made would not, individually or in the aggregate, have a Material Adverse Effect on the Company, materially impair the ability of Company to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby.

Authority; Non-Contravention. Sub TMW has the requisite corporate power ---------------------------- and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, the performance Agreement by Sub of its obligations hereunder TMW and the consummation by TMW of the transactions contemplated hereby have been duly authorized by its Board of Directors and Investor as its sole stockholder, and, except for the all necessary corporate filings required by state law, no other corporate proceedings action on the part of Sub are necessary to authorize this Agreement and the transactions contemplated herebyTMW. This Agreement has been duly and validly executed and delivered by Sub TMW and (assuming the due authorization, execution and delivery hereof by the Company) constitutes a valid and binding obligation of Sub TMW, enforceable against Sub TMW in accordance with its terms, except as that (i) such enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws or judicial decisions now or hereafter in effect relating to creditors' rights generally, (ii) the remedy of specific performance and injunctive relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought and (iii) the enforceability thereof of any indemnification provision contained herein may be limited by creditors' rights generally or by general principles of equityapplicable federal and state securities laws. The execution execution, delivery and delivery performance of this Agreement does by TMW do not, and the consummation of the transactions contemplated hereby and compliance with the provisions hereof will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or "put" right with respect to any obligation or to the loss of a material benefit under, or result in the creation of any lien, security interest, charge or encumbrance Lien upon any of the properties or assets of Sub underTMW or any of its subsidiaries, under any provision of (i) the Restated Articles of Incorporation or By-Laws laws of SubTMW or any provision of any comparable organizational documents of its subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Sub TMW or any of its subsidiaries or its respective properties or assets or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule or regulation or arbitration award applicable to Sub TMW or any of its subsidiaries or their respective properties or assets, other than, in the case of clauses clause (ii) or (iii), any such conflicts, violations, defaults, rights, liens, security interests, charges rights or encumbrances that, Liens that individually or in the aggregate, aggregate would not have a Material Adverse Effect on SubTMW and its subsidiaries, taken as a whole, and would not materially impair the ability of Sub TMW to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to TMW or any of its subsidiaries in connection with the execution and delivery of this Agreement by TMW or the consummation by TMW of the transactions contemplated hereby, except for (i) the filing by TMW of a pre-merger notification and report form under the HSR Act and the expiration or termination of the waiting period thereunder, (ii) the filing with the SEC of such reports under Section 13(a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby, (iii) the filing and effectiveness of the Registration Statement under the Securities Act, and (iv) the filing of the Certificate of Merger with and approval by the Georgia Secretary of State with respect to the Merger as provided in the GBCC and appropriate documents with the relevant authorities of other states in which TMW is qualified to do business and such other consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under the "takeover" or "blue sky" laws of various states and such other consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made would not have a Material Adverse Effect on TMW and its subsidiaries, taken as a whole.

Authority; Non-Contravention. Sub Lone Star has the all requisite power and authority to enter into this Agreement and to consummate the transactions contemplated herebyStock Purchase. The execution and delivery by Lone Star of this Agreement, the performance by Sub of its obligations hereunder Agreement and the consummation by Lone Star of the transactions contemplated hereby Stock Purchase have been duly authorized by its Board of Directors and Investor as its sole stockholder, and, except for the all necessary corporate filings required by state law, no other corporate proceedings action on the part of Sub are necessary to authorize this Agreement and the transactions contemplated herebyLone Star. This Agreement has been duly and validly executed and delivered by Sub Lone Star and (assuming the due valid authorization, execution and delivery hereof of this Agreement by the CompanyShareholder) constitutes a valid and binding obligation of Sub Lone Star enforceable against Sub Lone Star in accordance with its terms, except as to the extent enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws of general applicability relating to or affecting the enforcement of creditors' rights generally or and by the effect of general principles of equityequity (regardless of whether enforceability is considered in a proceeding in equity or at law). The execution and delivery of this Agreement does do not or will not, as the case may be, and the consummation of the transactions contemplated hereby and compliance with the provisions hereof will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Sub Lone Star under, any provision of (i) the Articles of Incorporation or By-Laws Bylaws of SubLone Star, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Sub Lone Star, or (iii) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Sub Lone Star or any of its properties or assets, other than, in the case of clauses (ii) or (iii), any such conflicts, violations, defaults, rightslosses, liens, security interests, charges or encumbrances that, individually or in the aggregate, would not have a Material Adverse Effect on SubLone Star, materially impair the ability of Sub Lone Star to perform its obligations hereunder or prevent consummation of the transaction contemplated hereby. No filing or registration with, or authorization, consent or approval of, any domestic (federal and state), foreign or supranational court, commission, governmental body, regulatory agency, authority or tribunal (a "Governmental Entity") is required by or with respect to Lone Star in connection with the exercise and delivery of this Agreement by Lone Star or is necessary for the consummation of any by Lone Star of the transactions Stock Purchase or any other transaction contemplated herebyby this Agreement.

Authority; Non-Contravention. Sub Xxxxxxxxx has the requisite power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, the performance by Sub Xxxxxxxxx of its obligations hereunder hereunder, and the consummation of the transactions contemplated hereby have been duly authorized by its Board of Directors and Investor as its sole stockholderOf Directors, and, except for the corporate filings required by state law, no other corporate proceedings on the part of Sub Xxxxxxxxx are necessary to authorize this Agreement and the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Sub Xxxxxxxxx and (assuming the due authorization, execution and delivery hereof by the CompanyFuture Com) constitutes a valid and binding obligation of Sub Xxxxxxxxx enforceable against Sub Xxxxxxxxx in accordance with its terms, except as to the extent enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws of general applicability relating to or affecting the enforcement of creditors' rights generally or and by the effect of general principles of equityequity (regardless of whether enforceability is considered in a proceeding in equity or at law). The execution and delivery of this Agreement does do not, and the consummation of the transactions contemplated hereby and compliance with the provisions hereof will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Sub under, Xxxxxxxxx under any provision of (i) the Articles of Certificate Of Incorporation or By-Laws Bylaws (true and complete copies of Subwhich as of the date hereof have been delivered to Future Com) of Xxxxxxxxx, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or lease, other agreement, instrument, permit, concession, franchise or license applicable to Sub Xxxxxxxxx, or (iii) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Sub Xxxxxxxxx or to any of its properties or assets, other than, in the case of clauses (ii) or (iii), any such conflicts, violations, defaults, rightsright, liens, security interests, charges or encumbrances that, individually or in the aggregate, would not have a Material Adverse Effect on SubXxxxxxxxx, materially impair the ability of Sub Xxxxxxxxx to perform its obligations hereunder hereunder, or prevent the consummation of any of the transactions contemplated hereby.

Authority; Non-Contravention. Sub The Board of Directors of the Company has approved this Agreement and determined that the Offer and the Merger are fair and in the best interests of the Company and its stockholders and the Company has all requisite corporate power and authority to enter into this Agreement and and, subject to approval of the Merger by the stockholders of the Company (if required), to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, Agreement by the performance by Sub of its obligations hereunder Company and the consummation by the Company of the transactions contemplated hereby have been duly authorized by its Board of Directors and Investor as its sole stockholder, and, except for the all necessary corporate filings required by state law, no other corporate proceedings action on the part of Sub are necessary the Company, subject to authorize this Agreement and such approval of the transactions contemplated herebyMerger by the stockholders of the Company (if required). This Agreement has been duly and validly executed and delivered by Sub the Company and (assuming the due valid authorization, execution and delivery hereof of this Agreement by the CompanyParent and Sub) constitutes a valid and binding obligation of Sub the Company enforceable against Sub the Company in accordance with its terms. Except as set forth in the Company Disclosure Letter, except as the enforceability thereof may be limited by creditors' rights generally or by general principles of equity. The execution and delivery of this Agreement does do not, and the consummation of the transactions contemplated hereby and compliance with the provisions hereof will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation obligation, contractually require any offer to purchase or any prepayment of any debt, contractually require the payment of (or result in the vesting of) any severance, golden parachute, change of control or similar type of payment, or give rise to the loss of a material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Sub the Company or any of its Subsidiaries under, any provision of (i) the Articles Certificate of Incorporation or By-Laws Bylaws of Subthe Company (true and complete copies of which as of the date hereof have been delivered to Parent) or the comparable charter or organization documents of any of its Subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Sub the Company or any of its Subsidiaries or (iii) subject to the governmental filings and other matters referred to in the following sentence and approval of this Agreement by the Company's stockholders (if required), any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Sub the Company or any of its Subsidiaries or any of their respective properties or assets, other than, in the case of clauses (ii) or (iii), any such conflicts, violations, defaults, rights, offers, prepayments, payments, losses, liens, security interests, charges or encumbrances that, individually or in the aggregate, would not have a Material Adverse Effect on Subthe Company, materially impair the ability of Sub the Company to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby. Copies of all contracts, agreements, instruments or other documents referred to in the Company Disclosure Letter pursuant to this Section 4.5 will be promptly furnished to Parent after the date of this Agreement. The Company Disclosure Letter lists the amounts payable or that will or may become payable to directors, officers or employees or former directors, officers or employees of the Company and its Subsidiaries under each such contract, agreement, instrument or other document referred to in the Company Disclosure Letter pursuant to this Section 4.5, except as noted in such Company Disclosure Letter. No filing or registration with, or authorization, consent or approval of, any Governmental Entity is required by or with respect to the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the transactions contemplated hereby, except for (i) in connection or in compliance with the provisions of the Exchange Act, (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business, (iii) such filings and consents, if any, as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval triggered by the Offer, the Merger or the transactions contemplated by this Agreement, (iv) such filings and approvals as may be required under the Improvements Act, (v) such filings in connection with any state or local tax which is attributable to the beneficial ownership of the Company's or its Subsidiaries' real property, if any (collectively, the "Gains Taxes"), (vi) such filings and approvals as may be required by any applicable state securities or "blue sky" laws or state takeover laws, (vii) such filings, consents, approvals, orders, registrations and declarations as may be required under the laws of any foreign country in which the Company or any of its subsidiaries conducts any business or owns any assets, and (viii) such other consents, orders, authorizations, registrations, approvals, declarations and filings the failure of which to be obtained or made would not, individually or in the aggregate, have a Material Adverse Effect on the Company, materially impair the ability of Company to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby.

Authority; Non-Contravention. Sub Parent has the all requisite power and authority to enter into this Agreement Agreement, to perform its obligations hereunder and to consummate the transactions contemplated herebytherein, including the Merger. The execution and delivery by Parent of this Agreement, the performance by Sub of its obligations hereunder Agreement and the consummation by Parent of the transactions contemplated hereby Merger have been duly authorized by its Board of Directors and Investor as its sole stockholder, and, except for the all necessary corporate filings required by state law, no other corporate proceedings action on the part of Sub are necessary to authorize this Agreement and the transactions contemplated herebyParent. This Agreement has been duly and validly executed and delivered by Sub Parent and (assuming the due valid authorization, execution and delivery hereof of this Agreement by the Company) constitutes a valid and binding obligation of Sub Parent enforceable against Sub Parent in accordance with its terms, except as to the extent enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws of general applicability relating to or affecting the enforcement of creditors' rights generally or and by the effect of general principles of equityequity (regardless of whether enforceability is considered in a proceeding in equity or at law). The execution and delivery of this Agreement does do not or will not, as the case may be, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Sub Parent under, any provision of (i) the Articles Certificate of Incorporation or By-Laws Bylaws of SubParent, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Sub Parent, or (iii) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Sub Parent or any of its properties or assets, other than, in the case of clauses (ii) or (iii), any such conflicts, violations, defaults, rightsrig losses, liens, security interests, charges or encumbrances that, individually or in the aggregate, would not have a Material Adverse Effect on SubParent, materially impair the ability of Sub Parent to perform its obligations hereunder or under the Registration Rights Agreement or prevent the consummation of any of the transactions contemplated hereby.hereby or thereby. No filing or registration with, or authorization, consent or approval of, any domestic (federal and state), foreign or supranational court, commission, governmental body, regulatory agency, authority or tribunal (a "Governmental Agency:) is required by or with respect to Parent in connection with the execution and delivery of this Agreement or is necessary for the consummation by Parent of the Merger, except for (i) in connection or in compliance, with the provisions of the Securities Act of 1933, as amended (the "Securities Act"), and the Securities Exchange Act of 1934 (the "Exchange Act"), (ii) such consents and approvals, orders, registrations, authorizations, declarations and filings as may be required under the "Blue

Authority; Non-Contravention. Parent and Sub has have the requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, the performance Agreement by Parent and Sub of its obligations hereunder and the consummation by Parent and Sub of the transactions contemplated hereby have been duly authorized by its Board of Directors and Investor as its sole stockholder, and, except for the all necessary corporate filings required by state law, no other corporate proceedings action on the part of Sub are necessary to authorize this Agreement Parent and the transactions contemplated herebySub. This Agreement has been duly and validly executed and delivered by Parent and Sub and (assuming the due authorization, execution and delivery hereof by the Company) constitutes a valid and binding obligation of Sub Parent and Sub, enforceable against Parent and Sub in accordance with its terms, except as the enforceability thereof that (i) such enforcement may be limited by subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws or judicial decisions now or hereafter in effect relating to creditors' rights generally or by general principles and (ii) the remedy of equityspecific performance and injunctive relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The execution and delivery of this Agreement does by Parent and Sub do not, and the consummation of the transactions contemplated hereby and compliance with the provisions hereof will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or "put" right with respect to any obligation or to the loss of a material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Parent or Sub or any of their subsidiaries under, any provision of (i) the Articles of Incorporation or By-Laws bylaws of SubSub or of Parent or any comparable organizational documents of their subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Parent or Sub or any of their subsidiaries or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule or regulation or arbitration award applicable to Parent or Sub or any of its their subsidiaries or their respective properties or assets, other than, in the case of clauses clause (ii) or (iii), any such conflicts, violations, defaults, rights, liens, security interests, charges violations or encumbrances that, defaults that individually or in the aggregate, aggregate would not have a Material Adverse Effect on Sub, materially impair the ability of Parent and Sub to perform its their respective obligations hereunder or prevent the consummation of any of the transactions contemplated hereby. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to Parent or Sub or any of their subsidiaries in connection with the execution and delivery of this Agreement by Parent and Sub or the consummation by Parent and Sub of the transactions contemplated hereby, except for (i) the filing by Parent of a premerger notification and report form under the HSR Act, (ii) a notice filing under the Competition Act (Canada), (iii) the filing with the SEC of such reports under Sections 13 of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby and (iv) filings in Texas by Sub in connection with the Merger.

Authority; Non-Contravention. Sub Parent has the all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, the performance Agreement by Sub of its obligations hereunder Parent and the consummation by Parent of the transactions contemplated 5 9 hereby have been duly authorized by its Board of Directors and Investor as its sole stockholder, and, except for the all necessary corporate filings required by state law, no other corporate proceedings action on the part of Sub are necessary to authorize this Agreement and the transactions contemplated herebyParent. This Agreement has been duly and validly executed and delivered by Sub Parent and (assuming the due valid authorization, execution and delivery hereof of this Agreement by the Company) constitutes a valid and binding obligation of Sub Parent enforceable against Sub Parent in accordance with its terms, except as the enforceability thereof may be limited by creditors' rights generally or by general principles of equity. The execution and delivery of this Agreement does do not, and the consummation of the transactions contemplated hereby and compliance with the provisions hereof will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Sub Parent or any of its Subsidiaries under, any provision of (i) the Articles Certificate of Incorporation or By-Laws Bylaws of SubParent (true and complete copies of which have been delivered to the Company) or the comparable charter or organization documents of any of its Subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Sub Parent or any of its Subsidiaries or (iii) subject to the government filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Sub Parent or any of its Subsidiaries or any of their respective properties or assets, other than, in the case of clauses (ii) or (iii), any such conflicts, violations, defaults, rights, losses, liens, security interests, charges or encumbrances that, individually or in the aggregate, would not have a Material Adverse Effect (as defined below) on SubParent, materially impair the ability of Parent or Sub to perform its their respective obligations hereunder or prevent the consummation of any of the transactions contemplated hereby.. No filing or registration with, or authorization, consent or approval of, any domestic (federal and state), foreign or supranational court, commission, governmental body, regulatory or administrative agency, authority or tribunal (a "Governmental Entity") is required by or with respect to Parent or any of its Subsidiaries in connection with the execution and delivery of this Agreement by Parent or Sub or is necessary for the consummation of the Offer, the Merger and the other transactions contemplated by this Agreement, except for (i) in connection or in compliance with the Exchange Act, (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business, (iii) such filings and consents, if any, as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval triggered by the Offer, the Merger or the transactions contemplated by this Agreement, (iv) such filings and approvals as may be required under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "Improvements Act"), (v) such filings and approvals as may be required by any applicable state securities or "blue sky" laws or state takeover laws, (vi) such filings, consents, approvals, orders, registrations, declarations and filings as may be required under the laws of any foreign country in which Parent or any of its Subsidiaries conducts any business or owns any assets, and (vii) such other consents, orders, authorizations, approvals, registrations, declarations and filings the failure of which to be obtained or made would not, individually or in the aggregate, have a Material Adverse Effect on Parent, materially impair the ability of Parent or Sub to perform their respective obligations hereunder or prevent the consummation of any of the transactions contemplated hereby. For purposes of this Agreement, (a) "Material Adverse Change" or "Material Adverse Effect" means, when used with respect to Parent, Sub or the Company, as the case may be, any change or effect, either individually or in the aggregate, that is materially adverse to the business, assets, financial condition or results of operations of Parent and its Subsidiaries taken as a whole, Sub, or the Company and its Subsidiaries taken as a whole, as the case may be, and (b) "Subsidiary" means any corporation, partnership, joint venture or other legal entity of which Parent or the Company, as the case may be (either alone or through or together with any other Subsidiary), owns, directly or indirectly, 50% or more of the stock or other equity interests the holders of which are generally entitled to vote for the election of the board of directors or other governing body of such corporation or other legal entity. Section 3.3 Schedule 14D-9, Information and Proxy Statements. None of the information to be supplied by Parent or Sub for inclusion or incorporation by reference in the Offer Documents, the Schedule 14D-9, the information statement, if any, filed by the Company in connection with the Offer pursuant to Rule 14F-1 promulgated under the Exchange Act (the "Information Statement"), or the proxy statement (together with any amendments or supplements thereto, the "Proxy Statement") relating to the Stockholder Meeting (as defined in Section 7.1) will (i) in the case of the Offer Documents, the Schedule 14D-9 and the 6 10 Information Statement, at the respective times such documents are filed with the SEC and are first published, sent or given to the Company's stockholders, or (ii) in the case of the Proxy Statement, at the time of the mailing of the Proxy Statement, at the time of the Stockholder Meeting and at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. Section 3.4

Authority; Non-Contravention. Sub The Board of Directors of URI has declared the Exchange fair to and advisable and in the best interest of the stockholders of URI. URI has all requisite power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, the performance Agreement by Sub of its obligations hereunder URI and the consummation by URI of the transactions contemplated hereby have been duly authorized by its Board of Directors and Investor as its sole stockholder, and, except for the all necessary corporate filings required by state law, no other corporate proceedings action on the part of Sub are necessary to authorize this Agreement and the transactions contemplated herebyURI. This Agreement has been duly and validly executed and delivered by Sub URI and (assuming the due valid authorization, execution and delivery hereof of this Agreement by the CompanyUranco) constitutes a valid and binding obligation of Sub URI enforceable against Sub URI in accordance with its terms, except as to the extent enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws of general applicability relating to or affecting the enforcement of creditors' rights generally or and by the effect of general principles of equityequity (regardless of whether enforceability is considered in a proceeding in equity or at law). The execution and delivery of this Agreement does do not, and the consummation of the transactions contemplated hereby and compliance with the provisions hereof will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right night of termination, cancellation or acceleration of any obligation or to the loss of a material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Sub URI under, any provision of (i) the Articles Certificate of Incorporation or By-Laws Bylaws of SubURI (true and complete copies of which as of the date hereof have been delivered to Uranco), (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Sub URI or (iii) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Sub URI or any of its respective properties or assets, other than, in the case of clauses (ii) or (iii), any such conflicts, violations, defaults, rights, liens, security interests, charges or encumbrances that, individually or in the aggregate, would not have a Material Adverse Effect on Sub, materially impair the ability of Sub to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby.

Authority; Non-Contravention. Sub TMW has the requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, the performance Agreement by Sub of its obligations hereunder TMW and the consummation by TMW of the transactions contemplated hereby have been duly authorized by its Board of Directors and Investor as its sole stockholder, and, except for the all necessary corporate filings required by state law, no other corporate proceedings action on the part of Sub are necessary to authorize this Agreement and the transactions contemplated herebyTMW. This Agreement has been duly and validly executed and delivered by Sub TMW and (assuming the due authorization, execution and delivery hereof by the Company) constitutes a valid and binding obligation of Sub TMW, enforceable against Sub TMW in accordance with its terms, except as that (i) such enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws or judicial decisions now or hereafter in effect relating to creditors' rights generally, (ii) the remedy of specific performance and injunctive relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought and (iii) the enforceability thereof of any indemnification provision contained herein may be limited by creditors' rights generally or by general principles of equityapplicable federal and state securities laws. The execution execution, delivery and delivery performance of this Agreement does by TMW do not, and the consummation of the transactions contemplated hereby and compliance with the provisions hereof will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or "put" right with respect to any obligation or to the loss of a material benefit under, or result in the creation of any lien, security interest, charge or encumbrance Lien upon any of the properties or assets of Sub underTMW or any of its subsidiaries, under any provision of (i) the Restated Articles of Incorporation or By-Laws laws of SubTMW or any provision of any comparable organizational documents of its subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Sub TMW or any of its subsidiaries or its respective properties or assets or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule or regulation or arbitration award applicable to Sub TMW or any of its subsidiaries or their respective properties or assets, other than, in the case of clauses clause (ii) or (iii), any such conflicts, violations, defaults, rights, liens, security interests, charges rights or encumbrances that, Liens that individually or in the aggregate, aggregate would not have a Material Adverse Effect on SubTMW and its subsidiaries, taken as a whole, and would not materially impair the ability of Sub TMW to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to TMW or any of its subsidiaries in connection with the execution and delivery of this Agreement by TMW or the consummation by TMW of the transactions contemplated hereby, except for (i) the filing by TMW of a pre-merger notification and report form under the HSR Act and the expiration or termination of the waiting period thereunder, (ii) the filing with the SEC of such reports under Section 13(a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby, (iii) the filing and effectiveness of the Registration Statement under the Securities Act, and (iv) the filing of the Certificate of Merger with and approval by the Georgia Secretary of State with respect to the Merger as provided in the GBCC and appropriate documents with the relevant authorities of other states in which TMW is qualified to do business and such other consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under the "takeover" or "blue sky" laws of various states and such other consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made would not have a Material Adverse Effect on TMW and its subsidiaries, taken as a whole.

Authority; Non-Contravention. Sub Onny has the requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated herebyby this Agreement. The execution execution, delivery and delivery performance by Onny of this Agreement, the performance by Sub of its obligations hereunder Agreement and the consummation of the transactions contemplated hereby by Onny have been duly authorized by its Board of Directors and Investor as its sole stockholder, and, except for the all necessary corporate filings required by state law, no other corporate proceedings action on the part of Sub are necessary to authorize this Agreement and the transactions contemplated herebyOnny. This Agreement has been duly and validly executed and delivered by Sub Onny and, assuming this Agreement constitutes the valid and (assuming the due authorizationbinding agreement of COMPANY, execution and delivery hereof by the Company) constitutes a valid and binding obligation of Sub Onny, enforceable against Sub Onny in accordance with its terms, except as subject to (a) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general application affecting the enforceability thereof may be limited by rights and remedies of creditors' rights generally or by , and (b) general principles of equityequity (regardless of whether such enforcement is considered in a proceeding in equity or at law). The execution and delivery of this Agreement does do not, and the consummation of the transactions contemplated hereby by this Agreement and compliance with the provisions hereof of this Agreement, will notnot (x) conflict with any provisions of the charter or other organizational or governing documents of Onny, (y) subject to the governmental filings and other matters referred to in the following sentence, conflict with, or result in any violation of, a breach of or default (with or without notice or lapse of time, or both) under, or give rise to a right of first refusal, termination, cancellation or acceleration of any obligation (including to pay any sum of money) or to the loss of a material benefit under, or require the consent of any Person under, any indenture, or other material agreement, Permit, concession, ground lease or similar instrument or undertaking to which Onny is a party or by which COMPANY or any of its assets are bound or affected, result in the creation or imposition of a Lien against any lienmaterial asset of Onny, security interestwhich singly or in the aggregate would have a Onny Material Adverse Effect, charge or encumbrance upon any of the properties or assets of Sub under, any provision of (i) the Articles of Incorporation or By-Laws of Sub, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Sub or (iiiz) subject to the governmental filings and other matters referred to in the following sentence, contravene any law, rule or regulation, or any order, writ, judgment, orderinjunction, decree, statute, law, ordinance, rule determination or regulation award binding on or applicable to Sub Onny or any of its properties or assetsHelpson and currently in effect, other thanwhich, in the case of clauses (iiy) and (z) above, singly or (iii)in the aggregate, would have a Onny Material Adverse Effect. No consent, approval or authorization of, or declaration or filing with, or notice to, any such conflictsGovernmental Entity or any third party which has not been received or made is required by or with respect to Onny in connection with the execution and delivery of this Agreement by Onny or the consummation by Onny of the transactions contemplated hereby, violationsexcept for consents, defaultsapprovals, rightsauthorizations, liensdeclarations, security interestsfilings and notices that, charges if not obtained or encumbrances thatmade, will not, individually or in the aggregate, would not have result in a Onny Material Adverse Effect on Sub, materially impair the ability of Sub to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated herebyEffect.

Authority; Non-Contravention. The Parent and Merger Sub has the have all requisite power and corporate authority to enter into this Agreement and to consummate the transactions contemplated herebyby this Agreement. The execution and delivery of this Agreement, the performance Agreement by Sub of its obligations hereunder Parent and the consummation by Parent of the transactions contemplated hereby by this Agreement has been (or at the Closing will have been been) duly authorized by its Board of Directors and Investor as its sole stockholder, and, except for the all necessary corporate filings required by state law, no other corporate proceedings action on the part of Sub are necessary to authorize this Agreement and the transactions contemplated herebyParent. This Agreement has been duly and validly executed and delivered by Sub and (assuming the due authorization, execution and delivery hereof by the Company) constitutes a valid and binding obligation of Sub Parent, enforceable against Sub in accordance with its terms, except as the enforceability thereof may be limited by creditors' rights generally or by general principles of equity. The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby by this Agreement and compliance with the provisions hereof of this Agreement will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or "put" right with respect to any obligation or to the loss of a material benefit under, or result in the creation of any lien, security interest, charge or encumbrance lien upon any of the properties or assets of Sub Parent or any of its subsidiaries under, any provision of (i) the Articles of Incorporation or By-Laws bylaws of Subthe Parent or the comparable charter or organizational documents of any other subsidiary of the Parent, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Sub the Parent, or any subsidiary of the Parent or their respective properties or assets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule rule, regulation or regulation arbitration award applicable to Sub the Parent or any subsidiary of its the Parent or their respective properties or assets, other than, in the case of clauses (ii) or and (iii), any such conflicts, breaches, violations, defaults, rights, liens, security interests, charges losses or encumbrances that, liens that individually or in the aggregate, would aggregate could not have a Material Adverse Effect on Submaterial adverse effect with respect to Parent or could not prevent, hinder or materially impair delay the ability of Sub Parent to perform its obligations hereunder consummate the transactions contemplated by this Agreement. No consent, approval, order or prevent authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity is required by or with respect to the Parent or any subsidiary of Parent in connection with the execution and delivery of this Agreement by the Parent or the consummation by the Parent, as the case may be, of any of the transactions contemplated herebyby this Agreement, except for the filing of the Articles of Merger with the Secretary of State of Nevada and the Certificate of Merger with the Secretary of State of New York, as required, and such other consents, approvals, orders, authorizations, registrations, declarations, filings or notices as may be required under the "blue sky" laws of various states.

Authority; Non-Contravention. The Parent and the Sub has the have all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, Agreement by the performance by Parent and the Sub of its obligations hereunder and the consummation by the Parent and the Sub of the transactions contemplated hereby have been duly authorized by its Board of Directors and Investor as its sole stockholder, and, except for the all necessary corporate filings required by state law, no other corporate proceedings action on the part of Sub are necessary to authorize this Agreement the Parent and the transactions contemplated herebySub, subject to Stockholder Approval (as defined in Section 4.2(i)). This Agreement has been duly and validly executed and delivered by the Parent and the Sub and (assuming the due authorization, execution and delivery hereof by the Company) constitutes a valid and binding obligation of Sub the Parent and the Sub, enforceable against the Parent and the Sub in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent transfer or similar laws affecting the enforcement of creditors' rights generally or by and pursuant to general principles of equityequitable principles. The execution and delivery of this Agreement does do not, and the consummation of the transactions contemplated hereby and compliance with the provisions hereof will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or "put" right with respect to any obligation or to the loss of a material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Sub the Parent or any of its subsidiaries under, any provision of (i) the Articles Certificates of Incorporation or By-Laws of Subthe Parent or the Sub or any provision of the comparable organizational documents of its subsidiaries, (ii) except as set forth in Section 4.2(f) of the Disclosure Schedule, any loan or credit agreement, note, bond, mortgage, indenture, lease lease, municipal contract or other agreement, instrument, permit, concession, franchise or license applicable to the Parent, the Sub or any of its subsidiaries or its respective properties or assets or (iii) subject to governmental filing and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule or regulation or arbitration award applicable to the Parent, the Sub or any of its subsidiaries or its respective properties or assets, other than, in the case of clauses clause (ii) or (iii), any such conflicts, violations, defaults, rights, rights or liens, security interests, charges or encumbrances that, that individually or in the aggregate, aggregate would not have a Material Adverse Effect material adverse effect on Sub, the Parent or the Sub and would not materially impair the ability of the Parent or the Sub to perform its their obligations hereunder or prevent the consummation of any of the transactions contemplated hereby. No consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or agency, domestic or foreign, including local authorities (a "Governmental Entity"), is required by or with respect to the Parent, the Sub or any of its subsidiaries in connection with the execution and delivery of this Agreement by the Parent or the Sub or the consummation by the Parent or the Sub of the transactions contemplated hereby, except for (i) the distribution of (A) the Joint Proxy Statement/Prospectus, and (B) such reports under Section 13(a) of the Exchange Act, as may be required in connection with this Agreement and the transactions contemplated hereby, (ii) the filing of the Certificates of Merger with the Delaware Secretary of State and the Nevada Secretary of State with respect to the Merger as provided in the DGCL and the NGCL and appropriate documents with the relevant authorities of any other states in which the Parent is qualified to do business and (iv) such other consents, approvals, orders, authorizations, registrations, declarations, filings and notices as are set forth in Section 4.2(f) of the Disclosure Schedule.

Authority; Non-Contravention. Sub Aurum’s Board of Directors has the all requisite power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, the performance Agreement by Sub of its obligations hereunder Aurum and the consummation by Aurum of the transactions contemplated hereby by this Agreement have been duly authorized by its Board of Directors and Investor as its sole stockholder, and, except for the all necessary corporate filings required by state law, no other corporate proceedings action on the part of Sub are necessary to authorize this Agreement and the transactions contemplated herebyAurum. This Agreement has been duly and validly executed and delivered by Sub and (assuming the due authorization, execution and delivery hereof by the Company) constitutes a valid and binding obligation of Sub Aurum, enforceable against Sub it in accordance with its terms, except as the enforceability thereof may be limited by creditors' rights generally or by general principles of equity. The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby by this Agreement and compliance with the provisions hereof of this Agreement will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to the loss of a material benefit under, or result in the creation of any lien, security interest, charge or encumbrance lien upon any of the properties or assets of Sub Aurum under, any provision of (i) the Articles of Incorporation or By-Laws of Subits charter documents, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Sub Aurum or its properties or assets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule rule, regulation or regulation arbitration award applicable to Sub Aurum or any of its properties or assets, other than, in the case of clauses (ii) or and (iii), any such conflicts, breaches, violations, defaults, rights, liens, security interests, charges losses or encumbrances that, liens that individually or in the aggregate, would aggregate could not have a Material Adverse Effect on Subwith respect to Aurum or could not prevent, hinder or materially impair delay the ability of Sub Aurum to perform its obligations hereunder consummate the transactions contemplated by this Agreement. No consent, approval, order or prevent authorization of, or registration, declaration or filing with, or notice to, any governmental entity is required by or with respect to Aurum in connection with the execution and delivery of this Agreement or the consummation of any of the transactions contemplated herebyby this Agreement.

Authority; Non-Contravention. Each of Parent and Sub has the all requisite power and authority to enter into this Agreement and to consummate the transactions contemplated herebyMerger. The execution and delivery of this Agreement, the performance Agreement by each of Parent and Sub of its obligations hereunder and the consummation by Parent and Sub of the transactions contemplated hereby Merger have been duly authorized by its Board of Directors and Investor as its sole stockholder, and, except for the corporate filings required by state law, no other corporate proceedings all necessary action on the part of Sub are necessary to authorize this Agreement each of Parent and the transactions contemplated herebySub. This Agreement has been duly and validly executed and delivered by each of Parent and Sub and (assuming the due valid authorization, execution and delivery hereof of this Agreement by the Company) constitutes a legal, valid and binding obligation of Parent and Sub enforceable against Parent and Sub in accordance with its terms, except as subject to the enforceability thereof may be limited by creditors' rights generally or by general principles of equityBankruptcy and Equity Exception. The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby Merger and compliance with the provisions hereof will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a material benefit under, or result in the creation of any lien, security interest, charge or encumbrance Lien upon any of the properties or assets of Sub Parent or any of its Subsidiaries (as hereinafter defined) under, any provision of (i) the Articles charter, by-laws or other organizational documents of Incorporation or By-Laws Parent and any of Subits Subsidiaries, (ii) any loan Contract to which Parent or credit agreementany of its Subsidiaries is a party or by which any of their respective properties or assets are bound, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Sub or (iii) any judgment, order, decree, statute, lawLaw, ordinance, rule or regulation applicable to Sub Parent or any of its Subsidiaries or any of their respective properties or assets, other than, in the case of clauses clause (ii) or (iii), any such conflicts, violations, defaults, rights, liens, security interests, charges or encumbrances Liens that, individually or in the aggregate, would not have a Material Adverse Effect on Subreasonably be expected to materially impair the ability of Parent and Sub to perform their obligations hereunder or would not reasonably be expected to prevent the consummation of the Merger. No Consents of, or Registrations with, any Governmental Entity, is required by or with respect to Parent or any of its Subsidiaries in connection with the execution and delivery of this Agreement by Parent or Sub or is necessary for the consummation of the Merger, except for (i) compliance with the provisions of Exchange Act, (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business, (iii) the HSR Act and similar foreign and supranational Laws relating to antitrust and anti‑competition clearances or notices, (iv) those matters, including but not limited to, regulatory consents, approvals and waivers, set forth in the Disclosure Schedule hereto, (v) as may be required in connection with the Taxes described in Section 7.11, and (vi) such other Consents or Registrations the failure of which to be obtained or made would not, individually or in the aggregate, materially impair the ability of Parent and Sub to perform its their obligations hereunder or would not be reasonably expected to prevent or materially delay the consummation of any of the transactions contemplated herebyMerger.

Authority; Non-Contravention. Sub (a) HBF has the all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, the performance by Sub of its obligations hereunder Agreement and the consummation of the transactions contemplated hereby have been duly authorized by its Board of Directors and Investor as its sole stockholder, and, except for the all necessary corporate filings required by state law, no other corporate proceedings action on the part of Sub are necessary to authorize this Agreement and the transactions contemplated herebyHBF. This Agreement has been duly and validly executed and delivered by Sub and (HBF and, assuming the due authorization, execution and delivery hereof by the Company) other parties hereto, constitutes a valid and binding obligation of Sub HBF, enforceable against Sub HBF in accordance with its terms, except as the enforceability thereof may be limited by creditors' rights generally or by bankruptcy and other similar laws and general principles of equity. The execution and delivery of this Agreement by HBF does not, and the consummation performance of this Agreement by HBF will not, (i) conflict with or violate the transactions contemplated hereby and HBF Charter Documents, (ii) conflict with or violate any law, rule, regulation, order, judgment or decree applicable to HBF or by which HBF or any of its respective properties is bound or affected, subject to compliance with the provisions hereof will not, conflict with, requirements set forth in Section 2.4(b) below or (iii) result in any violation of, material breach of or constitute a material default (or an event that with or without notice or lapse of time, time or bothboth would become a material default) under, or impair HBF's rights or alter the rights or obligations of any third party under, or give rise to a right others any rights of termination, amendment, acceleration or cancellation or acceleration of any obligation or to the loss of a material benefit underof, or result in the creation of any lien, security interest, charge a material lien or encumbrance upon Encumbrance on any of the material properties or assets of Sub underHBF or any of its subsidiaries pursuant to, any provision of (i) the Articles of Incorporation or By-Laws of Sub, (ii) any loan or credit agreement, material note, bond, mortgage, indenture, lease or other contract, agreement, instrumentlease, license, permit, franchise, concession, franchise or license applicable other instrument or obligation to Sub or (iii) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Sub which HBF or any of its properties subsidiaries is a party or assetsby which HBF or any of its subsidiaries or its or any of their respective assets are bound or affected. Part 2.4(a) of the HBF Schedules lists all consents, other thanwaivers and approvals under any of HBF's or any of its subsidiaries' agreements, contracts, licenses or leases required to be obtained in the case of clauses (ii) or (iii), any such conflicts, violations, defaults, rights, liens, security interests, charges or encumbrances that, individually or in the aggregate, would not have a Material Adverse Effect on Sub, materially impair the ability of Sub to perform its obligations hereunder or prevent connection with the consummation of any of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a material loss of benefits to HBF or the Purchaser.

Authority; Non-Contravention. Sub The Company has the requisite corporate power and authority to enter into this Agreement and and, subject to Company Stockholder Approval (as defined in Section 3.1(h)), to consummate the transactions contemplated herebyhereby and to take such actions, if any, as shall have been taken with respect to the matters referred to in Section 3.1(h). The execution and delivery of this Agreement, Agreement by the performance by Sub of its obligations hereunder Company and the consummation by the Company of the transactions contemplated hereby have been duly authorized by its Board of Directors and Investor as its sole stockholder, and, except for the all necessary corporate filings required by state law, no other corporate proceedings action on the part of Sub are necessary the Company, subject to authorize this Agreement and the transactions contemplated herebyCompany Stockholder Approval. This Agreement has been duly and validly executed and delivered by Sub the Company and (assuming the due authorization, execution and delivery hereof by the Company) constitutes a valid and binding obligation of Sub the Company, enforceable against Sub the Company in accordance with its terms, except as the enforceability thereof that (i) such enforcement may be limited by subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws or judicial decisions now or hereafter in effect relating to creditors' rights generally or by general principles and (ii) the remedy of equityspecific performance and injunctive relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The execution and delivery of this Agreement does by the Company do not, and the consummation of the transactions contemplated hereby and compliance with the provisions hereof will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or "put" right with respect to any obligation or to the loss of a material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Sub the Company or any of its subsidiaries under, any provision of (i) the Articles Certificate of Incorporation or By-Laws laws of Subthe Company or any provision of the comparable organizational documents of its subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease lease, or other agreement, instrument, permit, concession, franchise or license applicable to Sub the Company or any of its subsidiaries or their respective properties or assets or (iii) subject to governmental filing and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule or regulation or arbitration award applicable to Sub the Company or any of its subsidiaries or their respective properties or assets, other than, in the case of clauses clause (ii) or (iii), any such conflicts, violations, defaults, rights, rights or liens, security interests, charges or encumbrances that, that individually or in the aggregate, aggregate would not have a Material Adverse Effect material adverse effect on Sub, the Company and would not materially impair the ability of Sub the Company to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby. No consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or agency, domestic or foreign, including local authorities (a "Governmental Entity"), is required by or with respect to the Company or any of its subsidiaries in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the transactions contemplated hereby, except for (i) the filing of a premerger notification and report form by the Company under the Hart-Scott-Rodino Antitruxx Xxxxxxxxxxxx Act of 1976, as amended (the "HSR Act"), (ii) the filing with the Securities and Exchange Commission (the "SEC") of (A) a joint proxy statement relating to the Company Stockholder Approval and Parent Stockholder Approval (as defined in Section 3.2(d) (such proxy statement as amended or supplemented from time to time, the "Proxy Statement") and (B) the Registration Statement (as defined in Section 5.1(b)); and (C) such reports under Section 13(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as may be required in connection with this Agreement and the transactions contemplated hereby, and (iii) the filing of the Certificate of Merger with the Delaware Secretary of State with respect to the Merger as provided in the DGCL and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business and such other consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made would not have a material adverse effect on the Company.

Authority; Non-Contravention. Sub VCT has the all requisite power and authority to enter into this Agreement and to consummate the transactions contemplated herebyby this Agreement. The execution and delivery of this Agreement, the performance Agreement by Sub of its obligations hereunder VCT and the consummation by VCT of the transactions contemplated hereby by this Agreement have been (or at Closing will have been) duly authorized by its Board of Directors and Investor as its sole stockholder, and, except for the all necessary corporate filings required by state law, no other corporate proceedings action on the part of Sub are necessary to authorize this Agreement and the transactions contemplated herebyVCT. This Agreement has been duly and validly executed and delivered by Sub and (assuming the due authorization, execution and delivery hereof by the Company) constitutes a valid and binding obligation of Sub VCT, enforceable against Sub in accordance with its terms, except as the enforceability thereof may be limited by creditors' rights generally or by general principles of equity. The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby by this Agreement and compliance with the provisions hereof of this Agreement will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to the loss of a material benefit under, or result in the creation of any lien, security interest, charge or encumbrance lien upon any of the properties or assets of Sub VCT under, any provision of (i) the Articles certificate of Incorporation incorporation or By-Laws bylaws of Subthe VCT, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Sub VCT or their respective properties or assets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule rule, regulation or regulation arbitration award applicable to Sub VCT or any of its their respective properties or assets, other than, in the case of clauses (ii) or and (iii), any such conflicts, breaches, violations, defaults, rights, liens, security interests, charges losses or encumbrances that, liens that individually or in the aggregate, would aggregate could not have a Material Adverse Effect on Subwith respect to VCT or could not prevent, hinder or materially impair delay the ability of Sub VCT to perform its obligations hereunder consummate the transactions contemplated by this Agreement. No consent, approval, order or prevent authorization of, or registration, declaration or filing with, or notice to, any governmental entity is required by or with respect to VCT in connection with the execution and delivery of this Agreement by VCT or the consummation by VCT, as the case may be, of any of the transactions contemplated herebyby this Agreement, except, as required, such other consents, approvals, orders, authorizations, registrations, declarations, filings or notices as may be required under the “blue sky” laws of various states.

Authority; Non-Contravention. Sub The Company has the requisite corporate power and authority to enter into this Agreement and and, subject to Company Stockholder Approval, to consummate the transactions contemplated herebyhereby and to take such actions, if any, as shall have been taken with respect to the matters referred to in Section 3.1(h). The execution and delivery of this Agreement, Agreement by the performance by Sub of its obligations hereunder Company and the consummation by the Company of the transactions contemplated hereby have been duly authorized by its Board of Directors and Investor as its sole stockholder, and, except for the all necessary corporate filings required by state law, no other corporate proceedings action on the part of Sub are necessary the Company, subject to authorize this Agreement and the transactions contemplated herebyCompany Stockholder Approval. This Agreement has been duly and validly executed and delivered by Sub the Company and (assuming the due authorization, execution and delivery hereof by the Company) constitutes a valid and binding obligation of Sub the Company, enforceable against Sub the Company in accordance with its terms, except as the enforceability thereof that (i) such enforcement may be limited by subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws or judicial decisions now or hereafter in effect relating to creditors' rights generally or by general principles and (ii) the remedy of equityspecific performance and injunctive relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The execution and delivery of this Agreement does by the Company do not, and the consummation of the transactions contemplated hereby and compliance with the provisions hereof will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or "put" right with respect to any obligation or to the loss of a material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Sub the Company or any of its subsidiaries under, any provision of (i) the Amended and Restated Articles of Incorporation Incorporation, as amended (the "Company Charter"), or By-Laws laws of Subthe Company or any provision of the comparable organizational documents of its subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease lease, or other agreement, instrument, permit, concession, franchise or license applicable to Sub the Company or any of its subsidiaries or their respective properties or assets or (iii) subject to governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule or regulation or arbitration award applicable to Sub the Company or any of its subsidiaries or their respective properties or assets, other than, in the case of clauses clause (ii) or (iii), any such conflicts, violations, defaults, rights, rights or liens, security interests, charges or encumbrances that, that individually or in the aggregate, aggregate would not have have, or be reasonably likely to have, a Material Adverse Effect material adverse effect on Subthe Company and would not, or be reasonably likely to, materially impair the ability of Sub the Company to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby.. No consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or agency, domestic or foreign, including local authorities (a "Governmental Entity"), is required by or with respect to the Company or any of its subsidiaries in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the transactions contemplated hereby, except for (i) the filing of a premerger notification and report form by the Company under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), (ii) the filing with the Securities and Exchange Commission (the "SEC") of (A) a proxy statement relating to the Company Stockholder Approval (such proxy statement as amended or supplemented from time to time, the "Proxy Statement") and (B) such reports under Section 13(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as may be filed in connection with this Agreement and the transactions contemplated hereby, and (iii) the filing of the Certificates of Merger with the Delaware and Louisiana Secretaries of State with respect to the Merger as provided in the DGCL and the LBCL and appropriate documents with the relevant authorities of other jurisdictions in which the Company is qualified to do

Authority; Non-Contravention. Sub (a)......The Company has the all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery of this Agreement, the performance by Sub of its obligations hereunder Agreement and the consummation of the transactions contemplated hereby and thereby have been duly authorized by its Board of Directors and Investor as its sole stockholder, and, except for the all necessary corporate filings required by state law, no other corporate proceedings action on the part of Sub are necessary the Company, subject only to authorize the approval and adoption of this Agreement and the transactions contemplated herebyapproval of the Merger by the Company's stockholders and the filing of the Certificate of Merger pursuant to Delaware Law. A vote of the holders of a majority of the outstanding shares of the Company Common Stock is sufficient for the Company's stockholders to approve and adopt this Agreement and approve the Merger. This Agreement has been duly and validly executed and delivered by Sub and (the Company and, assuming the due authorization, execution and delivery hereof by the Company) Parent and Merger Sub, constitutes a valid and binding obligation obligations of Sub the Company, enforceable against Sub the Company in accordance with its terms, except as the enforceability thereof may be limited by creditors' rights generally or by bankruptcy and other similar laws and general principles of equity. The execution and delivery of this Agreement by the Company does not, and the consummation performance of this Agreement by the Company will not, (i) conflict with or violate the Company Charter Documents, (ii) subject to obtaining the approval and adoption of this Agreement and the approval of the transactions Merger by the Company's stockholders as contemplated hereby in Section 5.2 and compliance with the provisions hereof will notrequirements set forth in Section 2.4(b) below, conflict withwith or violate any law, rule, regulation, order, judgment or decree applicable to the Company or any of its subsidiaries or by which the Company or any of its subsidiaries or any of their respective properties is bound, or (iii) result in any violation of, material breach of or constitute a material default (or an event that with or without notice or lapse of time, time or bothboth would become a material default) under, or impair the Company's rights or alter the rights or obligations of any third party under, or give rise to a right others any rights of termination, amendment, acceleration or cancellation or acceleration of any obligation or to the loss of a material benefit underof, or result in the creation of any lien, security interest, charge a material lien or encumbrance upon Encumbrance on any of the material properties or assets of Sub underthe Company or any of its subsidiaries pursuant to, any provision of (i) the Articles of Incorporation or By-Laws of Sub, (ii) any loan or credit agreement, material note, bond, mortgage, indenture, lease or other contract, agreement, instrumentlease, license, permit, franchise, concession, franchise or license applicable other instrument or obligation to Sub or (iii) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Sub which the Company or any of its properties subsidiaries is a party or assetsby which the Company or any of its subsidiaries or its or any of their respective assets are bound. Part 2.4(a) of the Company Schedules lists all consents, other thanwaivers and approvals under any of the Company's or any of its subsidiaries' agreements, contracts, licenses or leases required to be obtained in the case of clauses (ii) or (iii), any such conflicts, violations, defaults, rights, liens, security interests, charges or encumbrances that, individually or in the aggregate, would not have a Material Adverse Effect on Sub, materially impair the ability of Sub to perform its obligations hereunder or prevent connection with the consummation of any of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a material loss of benefits to the Company, Parent or the Surviving Corporation as a result of the Merger.

Authority; Non-Contravention. Sub Kit has the requisite power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, the performance by Sub Kit of its obligations hereunder and the consummation of the transactions contemplated hereby have been duly authorized by its Board Of Directors and, subject to the approval of Directors and Investor the shareholders of Kit as its sole stockholderprovided in Section 8.2 of this Agreement, and, except for the corporate filings required by state law, no other corporate proceedings on the part of Sub Kit are necessary to authorize this Agreement and the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Sub Kit and (assuming the due authorization, execution and delivery hereof by Parent and Sub and assuming the Companyapproval of the shareholders of Kit as provided in Section 8.2 of this Agreement) constitutes a valid and binding obligation of Sub Kit enforceable against Sub Kit in accordance with its terms, except as to the extent enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws of general applicability relating to or affecting the enforcement of creditors' rights generally or and by the effect of general principles of equityequity (regardless of whether enforceability is considered in a proceeding in equity or at law). The execution and delivery of this Agreement does do not, and the consummation of the transactions contemplated hereby and compliance with the provisions hereof will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Sub Kit under, any provision of (i) the Certificate or Articles of Of Incorporation or By-Laws Bylaws (true and complete copies of Subwhich as of the date hereof have been delivered to Parent) of Kit, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, agreement instrument, permit, concession, franchise or license applicable to Sub Kit, or (iii) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Sub Kit or any of its properties or assets, other than, in the case of clauses (ii) or (iii), any such conflicts, violations, defaults, rightsright, liens, security interests, charges or encumbrances that, individually or in the aggregate, would not have a Material Adverse Effect on SubKit, materially impair the ability of Sub Kit to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby.

Authority; Non-Contravention. Sub The Company has the requisite corporate power and authority to enter into this Agreement and and, subject to Company Stockholder Approval (as defined in Section 3.1(h)), to consummate the transactions contemplated herebyhereby and to take such actions, if any, as shall have been taken with respect to the matters referred to in Section 3.1(h). The execution execution, delivery and delivery performance of this Agreement, Agreement by the performance by Sub of its obligations hereunder Company and the consummation by the Company of the transactions contemplated hereby have been duly authorized by its Board of Directors and Investor as its sole stockholder, and, except for the all necessary corporate filings required by state law, no other corporate proceedings action on the part of Sub are necessary the Company, subject to authorize this Agreement and the transactions contemplated herebyCompany Stockholder Approval. This Agreement has been duly and validly executed and delivered by Sub the Company and (assuming the due authorization, execution and delivery hereof by the Company) constitutes a valid and binding obligation of Sub the Company, enforceable against Sub the Company in accordance with its terms, except as the enforceability thereof that (i) such enforcement may be limited by subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws or judicial decisions now or hereafter in effect relating to creditors' rights generally or by general principles and (ii) the remedy of equityspecific performance and injunctive relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The execution execution, delivery and delivery performance of this Agreement does by the Company do not, and the consummation of the transactions contemplated hereby and compliance with the provisions hereof will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or "put" right with respect to any obligation or to the loss of a material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Sub the Company or any of its subsidiaries under, any provision of (i) the Articles Certificate of Incorporation or By-Laws laws of Subthe Company or any provision of the comparable organizational documents of its subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease lease, or other agreement, instrument, permit, concession, franchise or license applicable to Sub the Company or any of its subsidiaries or their respective properties or assets or (iii) subject to governmental filing and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule or regulation or arbitration award applicable to Sub the Company or any of its subsidiaries or their respective properties or assets, other than, in the case of clauses clause (ii) or (iii), any such conflicts, violations, defaults, rights, rights or liens, security interests, charges or encumbrances that, that individually or in the aggregate, aggregate would not have a Material Adverse Effect material adverse effect on Sub, the Company or would not materially impair the ability of Sub the Company to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby. No consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or agency, domestic or foreign, including local authorities (a "Governmental Entity"), is required by or with respect to the Company or any of its subsidiaries in connection with the execution, delivery and performance of this Agreement by the Company or the consummation by the Company of the transactions contemplated hereby, except for (i) the filing of a premerger notification and report form by the Company under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act") and any required filings or approvals under applicable foreign antitrust laws and regulations, (ii) the filing with the Securities and Exchange Commission (the "SEC") of (A) a proxy statement relating to the Company Stockholder Approval (such proxy statement as amended or supplemented from time to time, the "Proxy Statement") and (B) the Schedule 14D-9; and (C) such reports under Section 13(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as may be filed in connection with this Agreement and the transactions contemplated hereby, and (iii) the filing of the Certificate of Merger with the Delaware Secretary of State with respect to the Merger as provided in the DGCL and appropriate documents with the relevant authorities of other jurisdictions in which the Company is qualified to do business and such other consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made would not have a material adverse effect on the Company.

Authority; Non-Contravention. Sub The Company has the requisite corporate power and authority to enter into this Agreement and and, subject to Company Stockholder Approval, to consummate the transactions contemplated herebyhereby and to take such actions, if any, as shall have been taken with respect to the matters referred to in Section 3.1(h). The execution and delivery of this Agreement, Agreement by the performance by Sub of its obligations hereunder Company and the consummation by the Company of the transactions contemplated hereby have been duly authorized by its Board of Directors and Investor as its sole stockholder, and, except for the all necessary corporate filings required by state law, no other corporate proceedings action on the part of Sub are necessary the Company, subject to authorize this Agreement and the transactions contemplated herebyCompany Stockholder Approval. This Agreement has been duly and validly executed and delivered by Sub the Company and (assuming the due authorization, execution and delivery hereof by the Company) constitutes a valid and binding obligation of Sub the Company, enforceable against Sub the Company in accordance with its terms, except as the enforceability thereof that (i) such enforcement may be limited by subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws or judicial decisions now or hereafter in effect relating to creditors' rights generally or by general principles and (ii) the remedy of equityspecific performance and injunctive relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The execution and delivery of this Agreement does by the Company do not, and the consummation of the transactions contemplated hereby and compliance with the provisions hereof will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or "put" right with respect to any obligation or to the loss of a material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Sub the Company or any of its subsidiaries under, any provision of (i) the Amended and Restated Articles of Incorporation Incorporation, as amended (the "Company Charter"), or By-Laws laws of Subthe Company or any provision of the comparable organizational documents of its subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease lease, or other agreement, instrument, permit, concession, franchise or license applicable to Sub the Company or any of its subsidiaries or their respective properties or assets or (iii) subject to governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule or regulation or arbitration award applicable to Sub the Company or any of its subsidiaries or their respective properties or assets, other than, in the case of clauses clause (ii) or (iii), any such conflicts, violations, defaults, rights, rights or liens, security interests, charges or encumbrances that, that individually or in the aggregate, aggregate would not have have, or be reasonably likely to have, a Material Adverse Effect material adverse effect on Subthe Company and would not, or be reasonably likely to, materially impair the ability of Sub the Company to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby. No consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or agency, domestic or foreign, including local authorities (a "Governmental Entity"), is required by or with respect to the Company or any of its subsidiaries in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the transactions contemplated hereby, except for (i) the filing of a premerger notification and report form by the Company under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (xxx "XXX Xxx"), (ii) the filing with the Securities and Exchange Commission (the "SEC") of (A) a proxy statement relating to the Company Stockholder Approval (such proxy statement as amended or supplemented from time to time, the "Proxy Statement") and (B) such reports under Section 13(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as may be filed in connection with this Agreement and the transactions contemplated hereby, and (iii) the filing of the Certificates of Merger with the Delaware and Louisiana Secretaries of State with respect to the Merger as provided in the DGCL and the LBCL and appropriate documents with the relevant authorities of other jurisdictions in which the Company is qualified to do business and such other consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made would not have, or be reasonably likely to have, a material adverse effect on the Company.

Authority; Non-Contravention. Sub The Company has the all requisite power and authority to enter into this Agreement and, subject to receipt of the approval of Company Members and Series C Holders, to consummate the transactions contemplated herebyby this Agreement. The execution and delivery of this Agreement, Agreement by the performance by Sub of its obligations hereunder Company and the consummation by the Company of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by its Board of Directors and Investor as its sole stockholder, and, except for the corporate filings required by state law, no other corporate proceedings all necessary limited liability company action on the part of Sub are necessary to authorize this Agreement and the transactions contemplated herebyCompany. This Agreement has been duly and validly executed and when delivered by Sub and (assuming the due authorization, execution and delivery hereof by the Company) constitutes Company shall constitute a valid and binding obligation of Sub the Company, enforceable against Sub the Company and Company Members in accordance with its terms, except as the enforceability thereof such enforcement may be limited by bankruptcy, insolvency or other similar Laws affecting the enforcement of creditors' ’ rights generally or by general principles of equity. The execution and delivery of this Agreement does do not, and the consummation of the transactions contemplated hereby by this Agreement and compliance with the provisions hereof will not, conflict with, or result in any breach or violation of, or default Default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to the a loss of a material benefit under, or result in the creation of any lien, security interest, charge or encumbrance Lien upon any of the properties or assets Assets of Sub the Company under, any provision of (i) the Articles certificate or articles of Incorporation formation, operating agreement or By-Laws other organizational or charter documents of Subthe Company, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permitPermit, concession, franchise or license applicable to Sub the Company, its properties or Assets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, orderOrder, decree, statute, lawLaw, ordinance, rule rule, regulation or regulation arbitration award applicable to Sub or any of the Company, its properties or assetsAssets, other than, in the case of clauses (ii) or and (iii), any such conflicts, breaches, violations, defaultsDefaults, rights, liens, security interests, charges losses or encumbrances that, Liens that individually or in the aggregate, would aggregate could not have a Material Adverse Effect on Subwith respect to the Company or could not prevent, hinder or materially impair delay the ability of Sub the Company to perform its obligations hereunder or prevent the consummation of any of consummate the transactions contemplated herebyby this Agreement.

Authority; Non-Contravention. Sub (a) The Company has the all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery of this Agreement, the performance by Sub of its obligations hereunder Agreement and the consummation of the transactions contemplated hereby and thereby have been duly authorized by its Board of Directors and Investor as its sole stockholder, and, except for the all necessary corporate filings required by state law, no other corporate proceedings action on the part of Sub are necessary the Company, subject only to authorize the approval and adoption of this Agreement and the transactions contemplated herebyapproval of the Merger by the Company's stockholders and the filing of the Certificate of Merger pursuant to Delaware Law. A vote of the holders of a majority of the outstanding shares of the Company Common Stock is sufficient for the Company's stockholders to approve and adopt this Agreement and approve the Merger. This Agreement has been duly and validly executed and delivered by Sub and (the Company and, assuming the due authorization, execution and delivery hereof by the Company) Parent and Merger Sub, constitutes a valid and binding obligation obligations of Sub the Company, enforceable against Sub the Company in accordance with its terms, except as the enforceability thereof may be limited by creditors' rights generally or by bankruptcy and other similar laws and general principles of equity. The execution and delivery of this Agreement by the Company does not, and the consummation performance of this Agreement by the Company will not, (i) conflict with or violate the Company Charter Documents, (ii) subject to obtaining the approval and adoption of this Agreement and the approval of the transactions Merger by the Company's stockholders as contemplated hereby in Section 5.2 and compliance with the provisions hereof will notrequirements set forth in Section 2.4(b) below, conflict withwith or violate any law, rule, regulation, order, judgment or decree applicable to the Company or any of its subsidiaries or by which the Company or any of its subsidiaries or any of their respective properties is bound, or (iii) result in any violation of, material breach of or constitute a material default (or an event that with or without notice or lapse of time, time or bothboth would become a material default) under, or 7 12 impair the Company's rights or alter the rights or obligations of any third party under, or give rise to a right others any rights of termination, amendment, acceleration or cancellation or acceleration of any obligation or to the loss of a material benefit underof, or result in the creation of any lien, security interest, charge a material lien or encumbrance upon Encumbrance on any of the material properties or assets of Sub underthe Company or any of its subsidiaries pursuant to, any provision of (i) the Articles of Incorporation or By-Laws of Sub, (ii) any loan or credit agreement, material note, bond, mortgage, indenture, lease or other contract, agreement, instrumentlease, license, permit, franchise, concession, franchise or license applicable other instrument or obligation to Sub or (iii) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Sub which the Company or any of its properties subsidiaries is a party or assetsby which the Company or any of its subsidiaries or its or any of their respective assets are bound. Part 2.4(a) of the Company Schedules lists all consents, other thanwaivers and approvals under any of the Company's or any of its subsidiaries' agreements, contracts, licenses or leases required to be obtained in the case of clauses (ii) or (iii), any such conflicts, violations, defaults, rights, liens, security interests, charges or encumbrances that, individually or in the aggregate, would not have a Material Adverse Effect on Sub, materially impair the ability of Sub to perform its obligations hereunder or prevent connection with the consummation of any of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a material loss of benefits to the Company, Parent or the Surviving Corporation as a result of the Merger.

Authority; Non-Contravention. Parent, the Merger Sub has and the Sole Officer have all requisite power and authority to enter into this Agreement and to consummate the transactions contemplated herebyby this Agreement. The execution and delivery of this Agreement, the performance Agreement by Parent and Merger Sub of its obligations hereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby by this Agreement have been (or at Closing will have been) duly authorized by its Board of Directors and Investor as its sole stockholder, and, except for the all necessary corporate filings required by state law, no other corporate proceedings action on the part of Sub are necessary to authorize this Agreement Parent and the transactions contemplated herebyMerger Sub. This Agreement has been duly and validly executed and delivered by Sub and (assuming the due authorization, execution and delivery hereof by the Company) constitutes a valid and binding obligation of Parent, Merger Sub and the Sole Officer, enforceable against Sub in accordance with its terms, except as the enforceability thereof may be limited by creditors' rights generally or by general principles of equity. The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby by this Agreement and compliance with the provisions hereof of this Agreement will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to the loss of a material benefit under, or result in the creation of any lien, security interest, charge or encumbrance lien upon any of the properties or assets of Parent or Merger Sub under, any provision of (i) the Articles of Incorporation or By-Laws bylaws of Parent or Merger Sub or the comparable charter or organizational documents of any other Subsidiary of Parent or Merger Sub, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Parent, Merger Sub or their respective properties or assets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule rule, regulation or regulation arbitration award applicable to Parent, Merger Sub or any of its their respective properties or assets, other than, in the case of clauses (ii) or and (iii), any such conflicts, breaches, violations, defaults, rights, liens, security interests, charges losses or encumbrances that, liens that individually or in the aggregate, would aggregate could not have a Material Adverse Effect on Subwith respect to Parent or Merger Sub or could not prevent, hinder or materially impair delay the ability of Parent or Merger Sub to perform its obligations hereunder consummate the transactions contemplated by this Agreement. No consent, approval, order or prevent authorization of, or registration, declaration or filing with, or notice to, any governmental entity is required by or with respect to Parent or Merger Sub in connection with the execution and delivery of this Agreement by Parent or Merger Sub or the consummation by Parent or Merger Sub, as the case may be, of any of the transactions contemplated herebyby this Agreement, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, as required, and such other consents, approvals, orders, authorizations, registrations, declarations, filings or notices as may be required under the “blue sky” laws of various states.

Authority; Non-Contravention. Sub Shareholder has the all requisite power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, the performance by Sub of its obligations hereunder and the consummation of the transactions contemplated hereby have been duly authorized by its Board of Directors and Investor as its sole stockholder, and, except for the corporate filings required by state law, no other corporate proceedings on the part of Sub are necessary to authorize this Agreement and the transactions contemplated herebyStock Purchase. This Agreement has been duly and validly executed and delivered by Sub Shareholder and (assuming the due valid authorization, execution and delivery hereof of this Agreement by the CompanyLone Star ) constitutes a valid and binding obligation of Sub Shareholder enforceable against Sub him in accordance with its terms, except as to the extent enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws of general applicability relating to or affecting the enforcement of creditors' rights generally or and by the effect of general principles of equityequity (regardless of whether enforceability is considered in a proceeding or at law). The execution and delivery of this Agreement does do not, and the consummation of the transactions contemplated hereby Stock Purchase and compliance with the provisions hereof will not, conflict with, or result in any violation of, or default (with or without notice or of lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a material benefit under, or result in the creation of any lien, security interest, charge or encumbrance Lien upon any of the properties or assets of Sub TFI under, any provision of (i) the Articles of Incorporation or By-Laws Bylaws of SubTFI (true and complete copies of which as of the date hereof have been delivered to Lone Star), (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Sub Shareholder or TFI, or (iii) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Sub Shareholder or TFI or any of its the respective properties or assetsassets of Shareholder or TFI, other than, in the case of clauses (ii) or (iii), any such conflicts, violations, defaults, rights, liens, security interests, charges Liens or encumbrances losses that, individually or in the aggregate, would not have a Material Adverse Effect on SubTFI, materially impair the ability of Sub Shareholder to perform its his obligations hereunder or prevent the consummation of the Stock Purchase. No filing or registration with, or authorization, consent or approval of, any Governmental Entity is required by or with respect to Shareholder or TFI in connection with the execution and delivery of this Agreement by Shareholder or is necessary for the consummation by Shareholder of the transactions Stock Purchase or any other transaction contemplated herebyby this Agreement.

Authority; Non-Contravention. Sub Each Seller has the all requisite corporate power and authority to enter into execute, deliver and perform its obligations under this Agreement and each Related Document to which it is or will be a party and to consummate the transactions contemplated herebyhereby and thereby. The execution execution, delivery and delivery performance by each Seller of this AgreementAgreement and each Related Document to which it is or will be a party, the and performance by Sub of its obligations hereunder and the consummation of the transactions contemplated hereby thereunder have been duly and validly authorized by its Board of Directors and Investor as its sole stockholder, and, except for the corporate filings required by state law, no other corporate proceedings all necessary action on the part of Sub are necessary to authorize this Agreement each Seller and the transactions contemplated herebyits shareholders. This Agreement and each Related Document to which each Seller is or will be a party has been been, or upon the execution thereof will be, duly and validly executed and delivered by Sub each Seller and (assuming the due authorizationconstitutes, or upon its execution and delivery hereof by the Company) constitutes will constitute, a valid and binding obligation of Sub each Seller, enforceable against Sub each Seller in accordance with its terms, except as the enforceability enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, fraudulent transfer or other similar laws relating to or affecting enforcement of creditors' rights generally or by general principles of equityequitable principles. The Neither the execution and delivery of, and/or performance by each Seller of its obligations under this Agreement does notand each Related Document to which it is or will be a party, and nor the consummation by each Seller of the transactions contemplated hereby and compliance thereby shall (a) conflict with the provisions hereof will not, conflict with, or result in any violation or breach of, any of the terms, conditions or provisions of, or default constitute (with or without due notice or lapse of time, or both) undera default (with or without notice), or give rise to a any right of termination, cancellation or acceleration of any obligation or to the loss of a material benefit under, or result in the creation of any lien, security interest, charge or encumbrance Encumbrance upon any of the properties Purchased Assets or assets of Sub underSellers, under any provision of (i) the Articles of Incorporation its Organizational Documents or By-Laws of Sub, (ii) any loan Contract to which such Seller is a party or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Sub or (iii) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Sub by which it or any of its properties Assets is or assetsmay be bound, other thanexcept, in the case of clauses (ii) with respect to Contracts only, where such violation, breach, or (iii), any such conflicts, violations, defaults, rights, liens, security interests, charges or encumbrances that, individually or in the aggregatedefault, would not reasonably be expected to have a Material Adverse Effect on Sub, materially impair or (b) contravene any Law or cause the ability of Sub to perform its obligations hereunder suspension or prevent the consummation revocation of any of material Permit included in the transactions contemplated herebyPurchased Assets and presently in effect, which affects or binds Sellers, except where all such contraventions, suspensions or revocations would in the aggregate not reasonably be expected to have a Material Adverse Effect.