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. Sub (a) Issuer has the all requisite corporate power and authority to enter into execute, deliver and perform its obligations under this Agreement. This Agreement has been duly and validly (i) authorized by Issuer, and (ii) executed and delivered by Issuer. This Agreement constitutes the valid and legally binding obligation of Issuer, enforceable in accordance with its terms and conditions, subject to bankruptcy, insolvency, fraudulent transfer, moratorium or similar laws relating to or affecting creditors’ rights generally and to general principles of equity. (b) The execution, delivery and performance of this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, the performance by Sub of its obligations hereunder Issuer 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 will not (assuming the due authorization, execution and delivery hereof by the Companyi) constitutes a valid and binding obligation of Sub enforceable against Sub in accordance conflict 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 a material breach or violation of any violation of the terms or provisions 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 impose any lien, security interest, charge or encumbrance upon any of the properties material property or assets of Sub Issuer, or constitute a default under, any provision material indenture, mortgage, deed of (i) trust, loan agreement, license or other material agreement or instrument to which Issuer or any of its subsidiaries is a party or by which Issuer or any of its subsidiaries is bound or to which any of the Articles material property or assets of Incorporation Issuer or By-Laws any of Subits subsidiaries is subject, (ii) result in any loan violation of the provisions of the governing instruments of Issuer or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Sub any of its subsidiaries or (iii) result in any judgment, violation of any statute or any order, decree, statute, law, ordinance, rule or regulation applicable to Sub of any court or governmental agency or body having jurisdiction over Issuer or any of its properties or assets, other than, in the case of clauses (ii) or (iii), any except where such conflicts, violations, defaults, rights, liens, security interests, charges or encumbrances thatviolation will not, individually or in the aggregate, would not have a Material Adverse Effect material adverse effect on Subthe condition (financial or otherwise), materially impair results of operations, stockholders’ equity, properties or business of Issuer and its subsidiaries taken as a whole. (c) No consent, approval, authorization or order of, or filing or registration with, any court or governmental agency or body having jurisdiction over Issuer or any of its subsidiaries or any of their properties or assets is required for the ability execution, delivery and performance of Sub to perform its obligations hereunder this Agreement by Issuer or prevent the consummation of any of the transactions contemplated hereby. (d) The issuance of the shares of Common Stock and Preferred Stock by Issuer to Holder pursuant to this Agreement does not require registration under the Securities Act.

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 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 (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 SubAcquireco or the comparable organization documents of any of its Subsidiaries; (ii) any Contract to which Acquireco or any of its Subsidiaries is a party or by which any of them or 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 Law applicable to Acquireco or any of its Subsidiaries or their respective properties or assets. No consent, approval, 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 execution and delivery of 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) the approvals listed on Schedule H. (ii) Each of Acquireco and its Subsidiaries possesses all Permits necessary to conduct its business as such business is currently conducted or is expected to be conducted following completion of the Transaction, except where the failure to possess such Permits would not be Materially Adverse to the Acquireco and its Subsidiaries: (i) all such Permits are validly held by Acquireco or its Subsidiaries, and Acquireco and its Subsidiaries have complied in all respects with all terms and conditions thereof, (ii) any loan none of such Permits will be subject to suspension, modification, revocation or credit agreementnon-renewal as a result of the execution and delivery of this agreement or the consummation of the Transactions, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Sub or and (iii) since July 1, 2009, neither Acquireco nor any judgmentof its Subsidiaries has received any written notice, ordernotice of violation or probable violation, decreenotice of revocation, statuteor other written communication from or on behalf of any Agency, lawalleging (A) any violation of such Permit, ordinance, rule or regulation applicable to Sub (B) that Acquireco or any of its properties or assetsSubsidiaries requires any Permit required for its business as such business is currently conducted, 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 that is 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 herebycurrently held by it.

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 (a) It has the all requisite corporate power and authority to enter into this Agreement and and, subject to obtaining the Required Genesis Vote, 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 all necessary corporate action on its Board of Directors part and Investor as its sole stockholder, and, except for the corporate filings required by state law, no other corporate proceedings on the its part of Sub are necessary to authorize this Agreement and consummate the transactions contemplated hereby, subject to the Required Genesis Vote. This Agreement has been duly and validly executed and delivered by Sub it and (assuming the due authorization, execution and delivery hereof by the Companyother parties hereto) constitutes a valid and binding obligation of Sub it, enforceable against Sub it in accordance with its terms, except as to the enforceability thereof may be extent enforcement is limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors' ’ rights generally or and by general principles of equity. The equitable principles. (b) Neither the execution and delivery of this Agreement does not, and by it nor the consummation by it of the transactions contemplated hereby hereby, nor compliance by it with any of the terms or provisions hereof, will (i) violate any provision of the memorandum of association or bye-laws of it or the memorandum of association, bye-laws or equivalent organizational documents of any of its subsidiaries or (ii) assuming that the consents, approvals, orders, authorizations, registrations, declarations and compliance with the provisions hereof will notfilings referred to in Section 4.3(c) are duly obtained or made, (A) violate any Law applicable to it or any of its subsidiaries or any of their respective properties or assets or (B) violate, conflict with, or result in a breach of any violation ofprovision of or the loss of any benefit under, or constitute a default (or an event which, with or without notice or lapse of time, or both, would constitute a default) under, result in the cancellation, suspension, non-renewal or give rise to termination of or a right of terminationtermination or cancellation under, cancellation or acceleration of any obligation or to accelerate the loss of a material benefit underperformance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance upon (1) any Permit or (2) any of the respective properties or assets of Sub it or any of its subsidiaries under, any provision of (i) the Articles terms, conditions or provisions of Incorporation or By-Laws of Sub, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease lease, Genesis Benefit Plan or other agreement, instrument, permit, concession, franchise obligation or license applicable instrument to Sub or (iii) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Sub which it or any of its subsidiaries is a party, or by which they or any of their respective properties or assetsassets may be bound or affected, other than, in the case of clauses except (with respect to clause (ii)) or (iii), any for such conflicts, violations, defaults, rights, liens, security interests, charges conflicts or encumbrances thatbreaches that have not had and would not be reasonably expected to have, individually or in the aggregate, would not have a Material Adverse Effect on SubEffect. (c) No consent, materially impair approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity, is required to be made or obtained by it or any of its subsidiaries in connection with the ability execution and delivery of Sub to perform its obligations hereunder this Agreement by it or prevent the consummation of any by it of the transactions contemplated hereby, except for (i) the filing of the Amalgamation Application and related attachments with the Registrar, (ii) such other applications, filings, authorizations, orders and approvals as may be required under applicable Laws of any jurisdiction and any approvals thereof, which are set forth in Section 4.3(c) of the Genesis Disclosure Letter, (iii) the filing with the SEC or the Registrar of such registrations, prospectuses, reports and other materials as may be required in connection with this Agreement and the transactions contemplated hereby, including the Proxy Statement/Prospectus, and the obtaining from the SEC of such orders as may be required in connection therewith, (iv) compliance with any applicable requirements of the NYSE, as applicable, (v) such filings and approvals as are required to be made or obtained under the HSR Act, the Securities Act, the Exchange Act, the Turkish Regulation, the German Regulation and the Indian Regulation, (vi) such filings and approvals as are required to be made with or to those other Governmental Entities regulating competition and antitrust Laws and (vii) for any other such consent, approval, order or authorization of, or registration, declaration or filings, the failure of which to obtain or make would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect.

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 (a) Such Seller has the all requisite corporate power and authority to enter into this Agreement and to consummate complete the transactions contemplated herebyTransactions. The execution and delivery of this Agreement, the performance by Sub of its obligations hereunder Agreement and the consummation completion of the transactions contemplated hereby Transactions 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 herebysuch Seller. This Agreement has been duly and validly executed and delivered by Sub and (such Seller and, assuming the due valid authorization, due execution and delivery hereof of this Agreement by the Company) other parties hereto, constitutes a the valid and legally binding obligation of Sub such Seller enforceable against Sub such Seller in accordance with its terms, except as the enforceability thereof may be limited by and subject only to the effect, if any, of (i) applicable bankruptcy, insolvency, reorganization or other laws of general application relating to or affecting the enforcement of creditors' ’ rights generally or and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies. (b) The execution, delivery and performance by general principles of equity. The execution and delivery such Seller of this Agreement Agreement, does not, and the consummation completion of the transactions contemplated hereby and compliance with the provisions hereof Transactions will not, conflict with, or result in any violation of, of or default under (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 any benefit under, or require any consent, approval or waiver from any Person (other than a Governmental Entity) pursuant to, or result in the creation of any lien, security interest, charge or encumbrance Encumbrance upon any of the properties or assets of Sub under, any provision of Company Shares pursuant to (i) the Articles of Incorporation any Contract or By-Laws of Sub, Order to which such Seller is subject or (ii) assuming the making of all Regulatory Filings and the receipt of all Regulatory Approvals, and under any loan Applicable Law or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable Order relating 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, foreign direct investment and national security in the case of clauses (ii) or (iii)United Kingdom, any Applicable Law, except where such conflictsconflict, violationsviolation, defaultsdefault, rightstermination, liens, security interests, charges cancellation or encumbrances thatacceleration, individually or in the aggregate, would not have a Material Adverse Effect on Sub, prevent the Sellers from consummating the Transactions or materially impair the ability of Sub the Sellers to perform its obligations hereunder under this Agreement. (c) No consent, approval, Order or prevent authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity or any other Person is required by or with respect to the consummation of Sellers or any of their Subsidiaries in connection with the transactions contemplated herebyexecution and delivery of this Agreement or any Transaction Document or the completion of the Transactions (including, any filings and notifications as may be required to be made by the Sellers in connection with the Share Purchase), except for (i) such Regulatory Filings as set forth on Schedule 2.3(c) of the Seller Disclosure Letter and the authorization, clearance, consent, approval or expiration or early termination of the applicable waiting period with respect to such Regulatory Filings and (ii) such consents, approvals, Orders, authorizations, registrations, declarations, filings and notices that, if not obtained or made, would not adversely affect, and would not reasonably be expected to adversely affect, the Sellers’ ability to perform or comply with the covenants, agreements or obligations of the Sellers herein or in any Transaction Document or to complete the Transactions in accordance with this Agreement or any Transaction Document and Applicable Law.

Authority; Non-Contravention. Sub has (a) The execution, delivery and performance by Shareholder of this Agreement, and the requisite power and authority to enter into this Agreement and to consummate consummation by Shareholder of 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 and validly authorized and approved by its Board boards of Directors directors and Investor as its sole stockholder, and, except for the corporate filings required by state law, no other corporate proceedings action on the part of Sub are Shareholder or its shareholders is necessary to authorize the execution, delivery and performance by Shareholder of this Agreement and the consummation by Shareholder of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Sub and (Shareholder and, assuming the due authorization, execution and delivery hereof by the Company) Parent and Merger Sub, constitutes a legal, valid and binding obligation of Sub Shareholder, enforceable against Sub Shareholder in accordance with its terms, except as the that such enforceability thereof (i) 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 (ii) is subject to general principles of equity. The , whether considered in a proceeding at law or in equity (the “Bankruptcy and Equity Exception”). (b) Neither the execution and delivery of this Agreement does notand each other agreement contemplated to be executed and delivered herein by Shareholder in connection herewith, and nor the consummation by Shareholder of the transactions contemplated hereby and or thereby, nor compliance by Shareholder with any of the terms or provisions hereof or thereof, will not(i) conflict with or violate any provision of the certificate of incorporation, bylaws or other organizational documents of Shareholder, or (ii) assuming that the authorizations, consents and approvals of Governmental Authorities referred to in Section 3.3 are obtained and the filings referred to in Section 3.3 are made, (x) violate, conflict with or contravene in any material respect any Legal Requirement, judgment, writ or injunction of any Governmental Authority applicable to Shareholder, (y) violate, conflict with, or result in any violation of, or constitute a default (or an event which, with or without notice or lapse of time, or both) under, would constitute a default), or give rise to a right of termination, cancellation or redemption, an acceleration of any obligation or to the performance required, a loss of a material benefit underbenefits, or result in the creation of any lienLien upon the Subject Shares, security interestunder, charge or encumbrance upon any of the properties terms, conditions or assets provisions of Sub under, any provision of (i) the Articles of Incorporation Contract to which Shareholder is a party 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 by which Shareholder or any of its properties or assetsassets may be bound, or (z) require Shareholder to make any filing with or give any notice to, or obtain any approval, consent, ratification, waiver or other thanauthorization from, any Person in connection with the execution and delivery of this Agreement or the consummation or performance of the transactions contemplated hereby; except, in the case of clauses (iix) or and (iii)y) above, any for such violations, contraventions, conflicts, violations, defaults, rightsterminations, lienscancellations, security interestsredemptions, charges or encumbrances thataccelerations, losses and Liens as, individually or and in the aggregate, would not have a Material Adverse Effect on Sub, reasonably be expected to materially delay or impair the Shareholder’s ability of Sub to perform its obligations hereunder or thereunder or prevent the or materially delay consummation of any of the transactions contemplated herebyhereby and thereby (a “Shareholder Material Adverse Effect”).

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 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. (a) Each of Acquirer and Merger Sub 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 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 equityTransactions. The execution and delivery of this Agreement does and the consummation of the Transactions have been duly authorized by all necessary corporate action on the part of Acquirer and Merger Sub. This Agreement has been duly executed and delivered by each of Acquirer and Merger Sub and, assuming the due execution and delivery of this Agreement by the other parties hereto, constitutes the valid and binding obligation of Acquirer and Merger Sub enforceable against Acquirer and Merger Sub, respectively, in accordance with its terms, subject only to the effect, if any, of (i) applicable bankruptcy and other similar Applicable Law affecting the rights of creditors generally and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies. (b) The execution and delivery of this Agreement by Acquirer and Merger Sub do not, and the consummation of the transactions contemplated hereby and compliance with the provisions hereof Transactions will not, conflict with, or result in any violation of, or default under (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 require any lienconsent, security interestapproval or waiver from any Person pursuant to, charge or encumbrance upon any of the properties or assets of Sub under, (i) any provision of (i) the Articles articles or certificate of Incorporation incorporation, as applicable, or By-Laws bylaws or other equivalent organizational or governing documents of Acquirer and Merger Sub, in each case as amended to date or (ii) any loan Applicable Law, except where such conflict, violation, default, termination, cancellation 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 thatacceleration, individually or in the aggregate, would not have a Material Adverse Effect on be material to Acquirer’s or Merger Sub’s ability to consummate the Merger or to perform their respective obligations under this Agreement. (c) No consent, materially impair approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity or any other Person is required by or with respect to Acquirer or Merger Sub in connection with the execution and delivery of this Agreement or the consummation of the Transactions that, if not obtained or made, would reasonably be expected to adversely affect the ability of Acquirer or Merger Sub to perform its obligations hereunder consummate the Merger or prevent the consummation of any of the transactions contemplated herebyother Transactions.

Authority; Non-Contravention. (a) Each of Parent and Merger Sub has the all requisite corporate 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 by Sub of its obligations hereunder Agreement and the consummation 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 Parent and the transactions contemplated herebyMerger Sub. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and (and, assuming the due authorization, execution and delivery hereof by the Company) other party hereto, constitutes a legal, valid and binding obligation of Sub Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its termsterms (subject to applicable bankruptcy, except as the enforceability thereof may be limited by solvency, fraudulent transfer, reorganization, moratorium and other Laws affecting creditors' ’ rights generally or from time to time in effect and by general principles of equity. ). (b) The execution and delivery of this Agreement does not, and the consummation of the Merger and the other transactions contemplated hereby by this Agreement and compliance with the provisions hereof of this Agreement will not, conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, 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 Lien in or encumbrance upon any of the properties or other assets of Parent or Merger Sub under, any provision of under (i) the Articles Certificate of Incorporation or By-Laws laws of Parent or Merger Sub, (ii) any loan material Contract to which Parent or credit agreement, note, bond, mortgage, indenture, lease Merger Sub is a party or any of their respective properties or other agreement, instrument, permit, concession, franchise or license applicable to Sub assets is subject or (iii) subject to the governmental filings and other matters referred to in Section 4.03 hereof, any judgment, order, decree, statute, law, ordinance, rule or regulation Law applicable to Parent or Merger Sub or any of its their respective properties or other assets, other than, in the case of clauses (ii) or and (iii), any such conflicts, violations, breaches, defaults, rights, liens, security interests, charges losses or encumbrances that, Liens that individually or in the aggregate, aggregate (A) have not had and would not reasonably be expected to have a Parent Material Adverse Effect on SubEffect, materially (B) would not reasonably be expected to impair in any material respect the ability of Parent or Merger Sub to perform its obligations hereunder under this Agreement and (C) would not reasonably be expected to prevent or prevent materially delay the consummation of any of the transactions contemplated herebyby this Agreement. (c) For purposes of this Agreement, “Parent Material Adverse Effect” shall mean any change, effect, event, circumstance, occurrence or state of facts that (I) is materially adverse to the business, assets, liabilities, financial condition or results of operations of Parent, taken as a whole, other than any change, effect, event, circumstance, occurrence or state of facts, in each case arising after the date hereof, relating to (i) the U.S. economy or the U.S. financial markets in general, (ii) the industry in which Parent operates in general, (c) the announcement of this Agreement or the transactions contemplated hereby (provided that the exclusion set forth in this clause (iii) shall not apply to Section 4.02(b) hereof), (iv) changes in applicable Laws or regulations or (v) changes in GAAP or regulatory accounting principles after the date hereof; provided that with respect to clauses (i), (ii), (iv) and (v), such change, effect, event, circumstance, occurrence or state of facts (A) does not specifically relate to (or have the effect of specifically relating to) Parent and (B) is not more adverse to Parent than to other companies operating in the industry in which Parent operates, or (II) materially impairs the ability of such entity to perform its obligations hereunder.

Authority; Non-Contravention. (a) Each of Parent and Sub has the requisite power and authority to enter into this Agreement and to consummate the Merger and the transactions contemplated herebyby this Agreement. 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 Merger and 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 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 valid and binding obligation of Sub Parent and Sub, enforceable against Parent and Sub in accordance with its terms, except as subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and general equity principles. No vote or approval of the enforceability thereof may be limited stockholders of Parent is required in connection with the execution, delivery or performance by creditors' rights generally Parent and Sub of their obligations hereunder or by general principles for the consummation of equity. the Merger. (b) 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, (i) conflict with, or result in any violation of, the organizational documents of Parent, (ii) conflict with, or result in any violation of the organizational documents of any of Parent’s Subsidiaries, (iii) result in any violation or breach 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 underobligation, 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 of Sub, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable Contract to Sub or (iii) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Sub which Parent or any of its Subsidiaries is a party or by which their respective properties and assets are bound, except for any such violation, breach, default or right of termination, cancellation or acceleration or Lien as to which requisite waivers or consents have been obtained or (iv) assuming that the Registrations and Consents set forth in this Section 4.3(b) are duly and timely made or obtained, violate any Law applicable to Parent or any of its Subsidiaries or any of their respective properties or assets, other than, in the case of clauses (iiiii) or (iiiiv), any such conflictsconflict, violationsviolation, defaultsdefault, rightstermination, lienscancellation, security interests, charges acceleration or encumbrances thatLien that would not, individually or in the aggregate, reasonably be expected to materially impair the ability of Parent and/or Sub to perform their obligations hereunder or prevent or materially delay the consummation of the Merger or any of the other transactions contemplated hereby. (c) No Consents of, or Registrations with, any Governmental Entity is required on the part of 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 by Parent and Sub 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 Exchange Act and the Securities Act or the rules of any national securities exchange, (iii) the qualification of the CVR Agreement under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), if required by Law, (iv) the filing of the Certificate of Merger with the Secretary of State of Delaware and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business, (v) such as may be required in connection with the Taxes described in Section 6.11, and (vi) such other Consents or Registrations the failure of which to be obtained or made would not have a Material Adverse Effect on Subnot, individually or in the aggregate, materially impair the ability of Parent and Sub to perform its their obligations hereunder or prevent or materially delay the consummation of the Merger or any of the transactions contemplated hereby.

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 (1) The Company has the all requisite corporate power and corporate authority to enter into this Agreement undertake the Offering and to consummate the carry out all its obligations and transactions contemplated hereby. in connection with the Offering, including entering into, executing and delivering the Documents and carrying out its obligations thereunder. (2) The execution and delivery of this Agreement, the Documents by the Company and the performance by Sub the Company of its obligations hereunder and under the consummation of the transactions contemplated hereby Documents, have been duly authorized by all necessary corporate action on the part of the Company including its Board current holders of Directors and Investor as its sole stockholder, and, except for the corporate filings required by state law, no outstanding Common Shares. No other corporate proceedings on the part of Sub the Company or its Subsidiaries are necessary to authorize this Agreement and the transactions contemplated hereby. in connection therewith. (3) This Agreement 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 by the Agents against Sub the Company in accordance with its terms, except as subject to the enforceability thereof may be limited by availability of equitable remedies and the enforcement of creditors' ’ rights generally or by general principles of equity. generally. (4) The execution and delivery of this Agreement agreement does not, and the consummation of the transactions contemplated hereby and compliance with the provisions hereof of this agreement and the Subscription Agreements and the Registration Rights 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 the Company or a Subsidiary under: a. the constitutional documents of the Company or its Subsidiaries; b. any contracts of the Company or its Subsidiaries; or c. subject to reports of trades to be filed under Applicable Securities Laws, any Law applicable to the Company or its Subsidiaries or their respective property and assets. (5) The entering into and the performance of the transactions contemplated herein: a. do not require any consent, approval, authorization or order of any court or Agency; b. will not contravene any Law which is binding on the Company or its Subsidiaries; and c. will not result in the breach of, or be in conflict with, or constitute a default under, or create a state of facts which, after notice or lapse of time, or both, would constitute a default under any term or provision of (i) the Articles constitutional documents, by-laws or resolutions of Incorporation the Company or By-Laws of Sub, (ii) any loan or credit agreementmortgage, note, bondindenture, mortgagecontract or agreement (written or oral), indentureinstrument, lease or other agreementdocument to which the Company or its Subsidiaries is a party, instrument, permit, concession, franchise or license applicable to Sub or (iii) any judgment, order, decree, statute, law, ordinance, rule decree or regulation applicable to Sub order or any term or provision thereof, which breach, conflict or default would be Materially Adverse; d. all Permits that have been issued to the Company or any Subsidiary are validly held by the Company or its Subsidiaries, and the Company and its Subsidiaries have complied in all respects with all terms and conditions thereof; e. all Permits that have been issued to the Company or any Subsidiary will not be subject to suspension, modification, revocation or non-renewal as a result of its properties the execution and delivery of this agreement 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 herebyherein; f. with respect to all Permits that have been issued to the Company or any Subsidiary, neither the Company nor its Subsidiaries have received any written notice, notice of violation or probable violation, notice of revocation or other written communication from or on behalf of any Agency, alleging (i) any violation of such Permit, or (ii) that the Company or its Subsidiaries require any additional amendments or modifications to such Permit; and g. with respect to any Permit not currently issued to the Company, to the knowledge of the Company, the Company has no reason to believe that any such Permit will not be issued in the ordinary course and the Company has not received and communication or correspondence from any Agency that it will not issue any such permit to the Company or a Subsidiary.

Authority; Non-Contravention. Sub (a) Acquirer 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 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 equityTransactions. The execution and delivery of this Agreement does and the consummation of the Transactions have been duly authorized by all necessary corporate action on the part of Acquirer. This Agreement has been duly executed and delivered by Acquirer and, assuming the due execution and delivery of this Agreement by the other parties hereto, constitutes the valid and binding obligation of Acquirer enforceable against Acquirer in accordance with its terms, subject only to the effect, if any, of (i) applicable bankruptcy and other similar Applicable Law affecting the rights of creditors generally and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies. (b) The execution and delivery of this Agreement by Acquirer do not, and the consummation of the transactions contemplated hereby and compliance with the provisions hereof Transactions will not, conflict with, or result in any violation of, or default under (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 require any lienconsent, security interestapproval or waiver from any Person pursuant to, charge or encumbrance upon any of the properties or assets of Sub under, (i) any provision of (i) the Articles articles or certificate of Incorporation incorporation, as applicable, or By-Laws bylaws or other equivalent organizational or governing documents of SubAcquirer, as amended to date or (ii) any loan Applicable Law, except where such conflict, violation, default, termination, cancellation 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 thatacceleration, individually or in the aggregate, would not have a Material Adverse Effect on Sub, materially impair be material to Acquirer’s ability to consummate the ability of Sub Share Purchase or to perform its obligations hereunder under this Agreement. (c) Except as required by applicable federal and state securities laws and the rules of NYSE in connection with the issuance and listing on NYSE of the shares of Acquirer Common Stock issuable in the Share Purchase, no consent, approval, order or prevent authorization of, or registration, declaration or filing with, any Governmental Entity or any other Person is required by or with respect to Acquirer in connection with the execution and delivery of this Agreement or the consummation of the Transactions that, if not obtained or made, would reasonably be expected to adversely affect the ability of Acquirer to consummate the Share Purchase or any of the transactions contemplated herebyother Transactions.

Authority; Non-Contravention. (a) Each of Parent and Merger Sub has the all requisite corporate power and authority to enter into this Agreement the Transaction Documents and to consummate the transactions contemplated herebyTransactions. The execution and delivery of this Agreement, the performance by Sub of its obligations hereunder Transaction Documents and the consummation of the transactions contemplated hereby Transactions 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 Merger Sub, subject only to authorize this Agreement and the transactions contemplated herebyfiling of the Articles of Merger pursuant to the Act. This Agreement has The Transaction Documents have been duly and validly executed and delivered by Sub each of Parent and (Merger Sub, as applicable, and, assuming the due authorization, execution and delivery hereof by the Company) constitutes a , constitute the valid and binding obligation obligations of Sub Parent and Merger Sub, respectively, enforceable against Parent and Merger Sub in accordance with its their terms, except as the enforceability thereof may be limited by creditors' bankruptcy and other similar laws affecting the rights of creditors generally or by and general principles of equity. . (b) The execution and delivery of this Agreement the Transaction Documents by each of Parent and Merger Sub, as applicable, does not, and the consummation performance of the transactions contemplated hereby and Transaction Documents by Parent and/or Merger Sub 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 4.2(c), conflict withwith or violate any Applicable Law, 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 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 an Encumbrance on any of the properties or assets of Parent or Merger Sub underpursuant to, any provision of (i) the Articles of Incorporation Contract to which Parent or By-Laws of Sub, (ii) any loan Merger Sub is a party or credit agreement, note, bond, mortgage, indenture, lease by which Parent 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 Merger Sub or any of its properties their respective assets are bound or assetsaffected, other thanexcept, in the case of each of clauses (ii) or and (iii), for any such conflicts, violations, breaches, defaults, rightsterminations, liensamendments, security interestsaccelerations, charges cancellations or encumbrances thatEncumbrances, or where the failure to obtain any consents, in each case, would not reasonably be expected to have, individually or in the aggregate, would not have a Material Adverse Effect material adverse effect on Parent’s and Merger Sub’s ability to consummate the Transactions. (c) No consent, materially impair approval, order or authorization of, or registration with any Governmental Entity is required to be obtained or made by Parent or Merger Sub in connection with the ability execution and delivery of Sub to perform its obligations hereunder the Transaction Documents or prevent the consummation of any the Merger, except for (i) the filing of the transactions contemplated herebyArticles of Merger with the Secretary of State of the State of Washington, (ii) the filing of a Schedule 13D with regard to the Voting Agreements in accordance with the Exchange Act, (iii) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under the antitrust laws of any foreign country, and (iv) such other consents, authorizations, filings, approvals and registrations that if not obtained or made would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on Parent’s and Merger Sub’s ability to consummate the Transactions.

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) Each of Parent and Merger Sub has the all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated herebyTransactions. The execution and delivery of this Agreement, the performance by Sub of its obligations hereunder Agreement and the consummation of the transactions contemplated hereby Transactions 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 Parent and Merger Sub are and no other corporate proceeding on the part of Parent or Merger Sub is necessary to adopt or authorize this Agreement and or to consummate the transactions contemplated herebyTransactions (other than the adoption of this Agreement by Parent as the sole stockholder of Merger Sub, which shall occur promptly following the execution of the Agreement). This Agreement has been duly and validly executed and delivered by each of Parent and Merger Sub and (and, assuming the due authorization, execution and delivery hereof by the Company) Company of this Agreement, constitutes a the valid and binding obligation of Sub Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, except as subject only to the enforceability thereof may be limited by creditors' effect, if any, of (i) applicable bankruptcy and other similar laws affecting the rights of creditors generally or by general principles of equity. and (ii) Applicable Law governing specific performance, injunctive relief and other equitable remedies. (b) The execution and delivery of this Agreement does by Parent and Merger Sub do not, and the consummation of the transactions contemplated hereby and compliance with the provisions hereof Transactions will not, conflict with, or result in any violation of, or default under (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 any benefit under, or result in the creation of require any lienconsent, security interestapproval or waiver from any Person pursuant to, charge or encumbrance upon any of the properties or assets of Sub under, (i) any provision of (i) the Articles certificate of Incorporation incorporation or By-Laws bylaws of Parent and Merger Sub, in each case, as amended to date, (ii) subject to compliance with the requirements set forth in Section 4.2(c), any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license material Applicable Law applicable to Parent or Merger Sub or any of their respective material properties or assets or (iii) any judgment, order, decree, statute, law, ordinance, rule or regulation material Contract applicable to Parent or 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, violations, defaults, rightsterminations, lienscancellations, security interestsaccelerations, charges losses, consents, approvals or encumbrances waivers, individually or in the aggregate, as would not reasonably be expected to be material to Parent’s or Merger Sub’s ability to perform their respective obligations under this Agreement. (c) No consent, approval, order, authorization, release or waiver of, or registration, notification, declaration or filing with, any Governmental Entity, is required by, or with respect to, Parent or Merger Sub in connection with the execution and delivery of this Agreement or the consummation of the Transactions, except for (i) the filing of the Certificate of Merger pursuant to Section 2.3, (ii) such filings and notifications as may be required under the HSR Act and any applicable foreign Antitrust Law and the expiration or early termination of applicable waiting periods under the HSR Act and any applicable foreign Antitrust Law, (iii) such other filings and notifications as may be required under federal, state or foreign securities laws or the rules and regulations of the NASDAQ Global Select Market, (iv) the filing of a registration statement on Form S-8 with the SEC after the Closing Date covering the shares of Parent Common Stock issuable pursuant to the Rollover Options, Rollover RSUs and Rollover PSUs to be assumed and converted by Parent and (iv) such other consents, approvals, orders, authorizations, releases, waivers, registrations, notifications, declarations or filings that, if not obtained or made, individually or in the aggregate, would not have a Material Adverse Effect on Subreasonably be expected to prevent, materially impair the ability of Sub to perform its obligations hereunder alter or prevent the consummation of materially delay any of the transactions contemplated herebyTransactions.

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 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. (b) No consent, approval, order or authorization of, or registration, declaration or filing with any court, administrative agency or commission or other governmental authority or instrumentality, foreign or domestic ("Governmental Entity"), is required to be obtained or made by the Company in connection with the execution and delivery of this Agreement and the Stock Option Agreement or the consummation of the Merger, except for (i) 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, (ii) the filing of the Prospectus/Proxy Statement (as defined in Section 2.19) with the Securities and Exchange Commission ("SEC") in accordance with the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (iii) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal, foreign and state securities (or related) laws and the Xxxx- Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and the securities or antitrust laws of any foreign country, and (iv) such other consents, authorizations, filings, approvals and registrations which if not obtained or made would not be material to the Company or Parent or have a material adverse effect on the ability of the parties hereto to consummate the Merger.

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 other instrument or obligation to which Parent is a party or by which Parent or its assets are bound or affected. (b) No consent, waiver approval, order or authorization of, or registration, declaration or filing with any Governmental Entity, is required to be obtained or made by Parent in connection with the execution and delivery of this Agreement and the Stock Option Agreement or the consummation of the Merger, except for (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (ii) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable to Sub federal, foreign and state securities (or related) laws and the HSR Act, and the securities or antitrust laws of any foreign country, (iii) any judgmentfiling of the Registration Statement and the Prospectus/Proxy Statement and a Schedule -28- 13D with regard to the Company Voting Agreement and the Stock Option Agreement in accordance with the Securities Act and the Exchange Act, order, decree, statute, law, ordinance, rule or regulation applicable to Sub or any of its properties or assets, other than, in as the case may be, and the effectiveness of clauses the Registration Statement and (iiiv) such other consents, authorizations, filings, approvals and registrations which if not obtained or (iii), any such conflicts, violations, defaults, rights, liens, security interests, charges or encumbrances that, individually or in the aggregate, made would not be material to Parent or have a Material Adverse Effect (as defined in Section 8.3(c)) on Sub, materially impair the ability of Sub the parties hereto to perform its obligations hereunder or prevent consummate the consummation of any of the transactions contemplated herebyMerger.

Authority; Non-Contravention. Sub (a) Each of Parent and Acquirer has the all requisite corporate power and authority to enter into this Agreement and to consummate complete 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 equityTransactions. The execution and delivery of this Agreement and the completion of the Transactions have been duly authorized by all necessary corporate action on the part of Parent and Acquirer. This Agreement has been duly executed and delivered by each of Parent and Acquirer and, assuming the due execution and delivery of this Agreement by the other parties hereto, constitutes the valid and binding obligation of Parent and Acquirer, enforceable against Parent and Acquirer in accordance with its terms, subject only to the effect, if any, of (i) applicable bankruptcy and other similar Applicable Law affecting the rights of creditors generally and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies. (b) The execution and delivery of this Agreement by Parent and Acquirer does not, and the consummation completion of the transactions contemplated hereby and compliance with the provisions hereof Transactions will not, conflict with, or result in any violation of, or default under (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 require any lienconsent, security interestapproval or waiver from any Person (other than a Governmental Entity) pursuant to, charge or encumbrance upon any of the properties or assets of Sub under, (i) any provision of (i) the Articles articles or certificate of Incorporation incorporation, as applicable, or By-Laws bylaws or other equivalent organizational or governing documents of SubParent and Acquirer, in each case as amended to date, or (ii) assuming the making of all Regulatory Filings and the receipt of all Regulatory Approvals, and under any loan Applicable Law or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable Order relating 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, foreign direct investment and national security in the case of clauses (ii) United Kingdom, Applicable Law, except where such conflict, violation, default, termination, cancellation or (iii), any such conflicts, violations, defaults, rights, liens, security interests, charges or encumbrances thatacceleration, individually or in the aggregate, would not have a Material Adverse Effect on Sub, prevent Parent or Acquirer from consummating the Transactions or materially impair the ability of Sub Parent or Acquirer to perform its their respective obligations hereunder under this Agreement. (c) No consent, approval, Order or prevent authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity or any other Person is required by or with respect to Parent or Acquirer or any their respective Subsidiaries in connection with the consummation execution and delivery of this Agreement or any Transaction Document or the completion of the transactions contemplated herebyTransactions (including, any filings and notifications as may be required to be made by Parent in connection with the Share Purchase), except for (i) such Regulatory Filings as set forth on Schedule 4.2(c) of the Parent Disclosure Letter and the authorization, clearance, consent, approval or expiration or early termination of the applicable waiting period with respect to such Regulatory Filings, (ii) as required by applicable federal and state securities laws and the rules of Nasdaq in connection with the issuance and listing on Nasdaq of the shares of Parent Stock issuable in the Share Purchase and (iii) such consents, approvals, Orders, authorizations, registrations, declarations, filings and notices that, if not obtained or made, would not adversely affect, and would not reasonably be expected to adversely affect, Parent’s or Acquirer’s ability to perform or comply with the covenants, agreements or obligations of Parent or Acquirer herein or in any Transaction Document or to complete the Transactions in accordance with this Agreement or any Transaction Document and Applicable Law.

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 and Merger Sub, subject only to authorize this Agreement and the transactions contemplated herebyfiling of the Certificate of Merger pursuant to the DGCL. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and (and, assuming the due authorization, execution and delivery hereof by the Company) , constitutes a the valid and binding obligation obligations 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' bankruptcy and other similar laws affecting the rights of creditors generally or by and general principles of equity. . (b) The execution and delivery of this Agreement by Parent and Merger Sub does not, and the consummation performance of this Agreement by Parent and Merger Sub will not, (i) conflict with or violate the transactions contemplated hereby and Parent Charter Documents, (ii) subject to compliance with the provisions hereof will notrequirements set forth in Section 3.3(c), conflict withwith or violate any material Legal Requirement applicable to Parent or Merger Sub or by which Parent or Merger Sub or any of their respective material properties is bound or affected, 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 default) under, or impair Parent’s or Merger Sub’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 an Encumbrance on any of the properties or assets of Parent or Merger Sub underpursuant 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 which Parent or Merger Sub is a party or (iii) any judgment, order, decree, statute, law, ordinance, rule by which Parent or regulation applicable to Merger Sub or any of its their respective properties are bound or assetsaffected, other than, except in the case of clauses (ii) or this clause (iii), any such conflicts, violations, defaults, rights, liens, security interests, charges or encumbrances that, individually or in the aggregate, ) as would not reasonably be expected to have a Material Adverse Effect on SubParent and its subsidiaries, materially impair considered as a whole. (c) No consent, approval, order or authorization of, or registration, declaration or filing with any Governmental Entity or other person is required to be obtained or made by Parent or Merger Sub in connection with the execution and delivery of this Agreement or the consummation of the Merger, except for (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (ii) the filing of the Proxy Statement/Prospectus and the Registration Statement with the SEC and a Schedule 13D with regard to the Voting Agreements in accordance with the Securities Act and the Exchange Act, and the effectiveness of the Registration Statement, (iii) the filing of Notification and Report Forms with the United States Federal Trade Commission and the Antitrust Division of the United States Department of Justice as required by the HSR Act, together with the filing of any other comparable pre-merger notification forms required by the merger notification or control laws of any other applicable jurisdiction, as agreed by the parties hereto, (iv) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal, foreign and state securities (or related) laws, and (v) such other consents, authorizations, filings, approvals and registrations which if not obtained or made would not be material to Parent or the Surviving Corporation or have a material adverse effect on the ability of Sub the parties hereto to perform its obligations hereunder or prevent consummate the consummation of any of the transactions contemplated herebyMerger.

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 (a) Seller has the requisite absolute and unrestricted right, power and authority to enter into this Agreement into, execute, deliver and to consummate the transactions contemplated hereby. The execution and delivery of perform its obligations under this Agreement, and the execution, delivery and performance by Sub of its obligations hereunder this Agreement and the consummation of the transactions contemplated hereby have by Seller has 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 on the part of Sub are necessary to authorize this Agreement and the transactions contemplated herebyactions. This Agreement has been duly and validly executed and delivered by Sub and (assuming constitutes the due authorizationlegal, execution and delivery hereof by the Company) constitutes a valid and binding obligation agreement of Sub Seller, enforceable against Sub Seller in accordance with its terms. (b) Except as set forth on Schedule 4.2, except as neither the enforceability thereof may be limited by creditors' rights generally or by general principles of equity. The execution execution, delivery and delivery performance of this Agreement does not, and nor the consummation or performance of any of the transactions contemplated hereby and compliance with the provisions hereof by Seller will not, conflict with, directly or result in any violation of, or default indirectly (with or without notice or lapse of time): (i) contravene, conflict with or result in a violation of (a) any of the provisions of the articles or certificate of incorporation, bylaws or other organizational documents of Seller, or both(b) underany resolution adopted by the shareholders, board of directors or any committees thereof of Seller; (ii) contravene, conflict with or result in a violation of, 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 Governmental Body or other agreement, instrument, permit, concession, franchise or license applicable Person the right 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 challenge any of the transactions contemplated herebyhereby or to exercise any remedy or obtain any relief under, any Law or any Judgment to which Seller or any of the Assets owned or used by Seller, is subject; (iii) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Permit that is held by Seller or that otherwise relates to any of the businesses of Seller or to any of the Assets owned or used by Seller as operated or used on the Specified Premises; (iv) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of, any Contract to which Seller is a party or by which Seller is bound which will inhibit Seller’s ability to sell the Specified Asset pursuant to this Agreement or have a detrimental effect on the value of the Specified Assets; or (v) result in the imposition or creation of any Encumbrance upon or with respect to any asset owned or used by Seller.

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 (a) The Investor has the requisite corporate power and authority to enter into this Agreement execute and deliver the Transaction Agreements to which it is a party, to consummate the transactions contemplated herebythereby, and to comply with the provisions of such Transaction Agreements. The execution Investor’s execution, delivery, and delivery performance of this Agreementthe Transaction Agreements to which it is a party, the performance consummation by Sub of its obligations hereunder and the consummation Investor of the transactions contemplated hereby thereby, and the compliance by the Investor with the provisions of such Transaction Agreements have been duly authorized by its Board all necessary corporate action on the part of Directors the Investor, 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 the Investor are necessary to authorize this Agreement and such Transaction Agreements or to consummate the transactions contemplated herebythereby. This Agreement has been duly and validly executed and delivered by Sub and (the Investor and, assuming the due authorization, execution execution, and delivery hereof by the Company) , constitutes a valid and binding obligation of Sub the Investor enforceable against Sub the Investor in accordance with its terms, terms except (a) as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, or other laws of general application relating to or affecting the enforcement of creditors' ’ rights generally or and (b) as may be limited by general principles the effect of equity. rules of law governing the availability of equitable remedies. (b) The execution and delivery of this Agreement does notthe Transaction Agreements to which it is a party, and the consummation of the transactions contemplated hereby thereby, and the compliance by the Investor with the provisions hereof of such Transaction Agreements do not and will not, 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 breach of (i) the Articles Investor’s certificate of Incorporation incorporation or By-Laws of Subbylaws, each as amended to date, or (ii) any loan Legal Requirement or credit agreementOrder, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license in each case applicable to Sub or (iii) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Sub the Investor or any of its properties or assets, other than, than in the case of clauses clause (ii) or (iii), any such conflicts, violations, defaults, rights, liens, security interests, charges or encumbrances that, breaches that individually or in the aggregate, aggregate has not had and would not have reasonably be expected to (A) effect the Investor in a Material Adverse Effect on Submaterial and adverse manner, materially (B) impair in any material respect the ability of Sub the Investor to perform its obligations hereunder under the Transaction Agreements to which it is a party, or (C) prevent or materially impede, interfere with, hinder, or delay the consummation of any of the transactions contemplated herebyby the Transaction Agreements to which the Investor is a party.

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 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 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 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. (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 assetsby which Parent or any of its subsidiaries or its or any of their respective assets are bound or affected. (b) No consent, approval, order or authorization of, or registration, declaration or filing with any Governmental Entity, is required to be obtained or made by Parent in connection with the execution and delivery of this Agreement or the consummation of the Merger, except for (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware (ii) the filing of the Registration Statement and the Prospectus/Proxy Statement in accordance with the Securities Act and the Exchange Act, respectively, (iii) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal, foreign and state securities (or related) laws and the HSR Act, and the securities or antitrust laws of any foreign country, and (iv) such other thanconsents, authorizations, filings, approvals and registrations which if not obtained or made would not be material to Parent or have a material adverse effect on the ability of the parties hereto to consummate the Merger. 3.5 SEC Filings; Parent Financial Statements. (a) Parent has filed all forms, reports and documents required to be filed by Parent with the SEC since January 1, 1999. All such required forms, reports and documents (including those that Parent may file subsequent to the date hereof) are referred to herein as the "PARENT SEC REPORTS"). As of their respective dates (or, if amended, as of the respective dates of such amendments), Parent SEC Reports (i) complied as to form in all material respects with the requirements of the Securities Act, or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Reports and (ii) did not at the time they were filed contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of Parent's subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in Parent SEC Reports (the "PARENT FINANCIALS"), including each Parent SEC Report filed after the date hereof until the Closing, (i) complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, (ii) was prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of clauses (iiunaudited interim financial statements, as may be permitted by the SEC on Form 10-Q under the Exchange Act) or and (iii) fairly presented the consolidated financial position of Parent and its subsidiaries as at the respective dates thereof and the consolidated results of Parent's operations and cash flows for the periods indicated, except that the unaudited interim financial statements may not contain footnotes and were or are subject to normal and recurring year-end adjustments. The balance sheet of Parent contained in Parent's annual report on Form 10-K for the year ended December 31, 1998 is hereinafter referred to as (the "PARENT BALANCE SHEET"), any such conflicts, violations, defaults, rights, liens, security interests, charges . Except as disclosed in Parent Financials or encumbrances that, individually or as incurred in the aggregateordinary course of business since the date of the Parent Balance Sheet, would not have as of the date of this Agreement neither Parent nor any of its subsidiaries has any liabilities required under GAAP to be set forth on a Material Adverse Effect on Subbalance sheet (absolute, materially impair accrued, contingent or otherwise). (c) Parent has heretofore furnished to the ability of Sub to perform its obligations hereunder or prevent the consummation Company a complete and correct copy of any of amendments or modifications, which have not yet been filed with the transactions contemplated herebySEC but which are required to be filed, to agreements, documents or other instruments which previously had been filed by Parent with the SEC pursuant to the Securities Act or the Exchange Act.

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 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 (a) Each of Shoney's and TPAC has the all requisite corporate power and authority to enter into this Agreement and, subject to approval of this Agreement and the transactions contemplated hereby by Shoney's and TPAC's shareholders, each of Shoney's and TPAC has all requisite corporate power and authorization to consummate the transactions contemplated hereby. The Shoney's and TPAC's execution and delivery of this Agreement, the performance by Sub of its obligations hereunder Agreement and the their consummation of the transactions contemplated hereby have been duly authorized by its Board of Directors and Investor as its sole stockholderall necessary corporate action, and, except for the corporate filings required subject to such approval by state law, no other corporate proceedings on the part of Sub are necessary to authorize this Agreement and the transactions contemplated herebyShoney's shareholders. This Agreement has been duly and validly executed and delivered by Sub Shoney's and (assuming TPAC and, subject to the due authorizationsatisfaction of the conditions applicable to them as set forth herein, execution and delivery hereof by the Company) constitutes a valid and binding obligation of Sub Shoney's and TPAC, 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. . (b) The execution and delivery of this Agreement does by Shoney's and TPAC do not and will not, and the consummation by them of the transactions contemplated hereby and compliance with the provisions hereof will not, 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 Shoney's or any of its Subsidiaries (including TPAC) under, : (1) any provision of (i) the Articles of Incorporation Charter or By-Laws laws of SubShoney's; (2) any provision of the comparable charter or organization documents of any of Shoney's Subsidiaries (including TPAC); (3) to Shoney's Knowledge, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Sub Shoney's or any of its Subsidiaries (iiiincluding TPAC); (4) to Shoney's Knowledge, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Sub Shoney's or any of its Subsidiaries (including TPAC) or any of their respective properties or assets, ; other than, in the case of clauses (ii3) or (iii4), 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, Shoney's or TPAC or materially impair the ability of Sub either Shoney's or TPAC to perform its their respective obligations hereunder or prevent the consummation of any of the transactions contemplated hereby. (c) To Shoney's Knowledge, no filing or registration with, or authorization, consent or approval of, any Governmental Entity is required by or with respect to Shoney's or any of its Subsidiaries (including TPAC) in connection with the execution and delivery of this Agreement by Shoney's and TPAC or is necessary for the consummation of the transactions contemplated by this Agreement, except for: (1) in connection, or in compliance, with the provisions of the HSR Act; (2) in connection, or in compliance, with the Securities Laws; (3) the Insurance Regulatory Filings; (4) the ICC Filings; and (5) such other filings, registrations, authorizations, consents or approvals, the failure to obtain which would not have a Material Adverse Effect on Shoney's and its Subsidiaries, taken as a whole.

Authority; Non-Contravention. Sub (a) Each Purchaser has the requisite organizational power and authority to enter into this Agreement the Transaction Documents and to consummate the transactions contemplated herebythereunder. The execution and delivery of this Agreement, the performance by Sub of its obligations hereunder Transaction Documents and the consummation of the transactions contemplated hereby thereunder have been duly authorized by its Board all requisite action by each such Purchaser. The Transaction Documents have been duly executed and delivered by each Purchaser and constitute the valid and binding obligations of Directors each Purchaser enforceable against each such Purchaser in accordance with their terms, subject to the effect, if any, of applicable bankruptcy and Investor as its sole stockholderother similar laws affecting the rights of creditors generally and rules of law governing specific performance, andinjunctive relief and other equitable remedies. (b) The execution, except for the corporate filings required delivery and performance by state law, no other corporate proceedings on the part each Purchaser 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, other Transaction Documents and the consummation by each such Purchaser of the transactions contemplated hereby and compliance with thereby will not (a) result in a violation of the provisions hereof will notorganizational or constitutional documents of such Purchaser, (b) conflict with, or result in any violation of, or constitute a default (or an event which with or without notice or lapse of time, time or bothboth would become a default) under, or give rise to a right others any rights of termination, amendment, acceleration or cancellation of, any contract to which such Purchaser is a party, or acceleration (c) result in a violation of any obligation applicable law to such Purchaser or to the loss by which any property or asset of a material benefit undersuch Purchaser is bound or affected, 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, except in the case of clauses (iib) or and (iii)c) above, any for such conflicts, violations, defaults, rights, liens, security interests, charges or encumbrances thatviolations which would not, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Sub, materially impair the ability of Sub such Purchaser to perform its obligations hereunder hereunder. (c) No consent, approval, order or prevent authorization of, or registration, declaration or filing with, any Governmental Authority, is required by or with respect to each Purchaser in connection with the execution and delivery of the Transaction Documents or the consummation of any of the transactions contemplated herebythereunder or (b) any consent, approval or authorization from or any waiver by any third party pursuant to any contract to which it is a party, in each case, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the ability of Purchaser to perform its obligations hereunder.

Authority; Non-Contravention. Sub (a) Seller has the all requisite corporate power and authority to enter into this Agreement Agreement, the Transaction Documents 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 equityTransactions. The execution and delivery of this Agreement and the consummation of the Transactions have been duly authorized by all necessary corporate action on the part of Seller. This Agreement has been duly executed and delivered by Seller and, assuming the due execution and delivery of this Agreement by the other parties hereto, constitutes the valid and binding obligation of Seller enforceable against Seller, respectively, in accordance with its terms, subject only to the effect, if any, of (i) applicable bankruptcy and other similar Applicable Law affecting the rights of creditors generally and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies. (b) The execution and delivery of this Agreement and the Transaction Documents by Seller does not, and the consummation of the transactions contemplated hereby and compliance with the provisions hereof Transactions will not, conflict with, or result in any violation of, or default under (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 require any lienconsent, security interestapproval or waiver from any Person pursuant to, charge or encumbrance upon any of the properties or assets of Sub under, (i) any provision of (i) the Articles articles or certificate of Incorporation incorporation, as applicable, or By-Laws bylaws or other equivalent organizational or governing documents of SubSeller, in each case as amended to date, and each in full force and effect on the date hereof or (ii) any loan Applicable Law, except where such conflict, violation, default, termination, cancellation 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 thatacceleration, individually or in the aggregate, would not have a Material Adverse Effect on Subbe material to Seller’s ability to consummate the Transactions and perform its obligations under this Agreement. (c) Except for such filings and notifications as may be required to be made by Seller in connection with the Transactions under the HSR Act or other applicable Antitrust Laws and the expiration or early termination of the applicable waiting period under the HSR Act or other applicable Antitrust Laws and except as required by applicable federal and state securities laws and the rules of NYSE, materially impair no consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity or any other Person is required by or with respect to Seller in connection with the execution and delivery of this Agreement or the consummation of the Transactions that, if not obtained or made, would reasonably be expected to adversely affect the ability of Sub Seller to perform its obligations hereunder or prevent consummate the consummation of any of the transactions contemplated herebyTransactions.

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. (b) No consent, approval, order or authorization of, or registration, declaration or filing with any Governmental Entity, is required to be obtained or made by Purchaser or any of its subsidiaries in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated by this Agreement, except for (i) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal, foreign and state securities (or related) laws, the HSR Act and the securities or antitrust laws of any foreign country and (ii) such other consents, authorizations, filings, approvals and registrations which if not obtained or made would not be material to Purchaser or have a material adverse effect on the ability of the parties hereto to consummate the transactions contemplated by this Agreement.

Authority; Non-Contravention. (a) Each of Parent and Merger Sub 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 Merger 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 equityTransactions. The execution and delivery of this Agreement does and the consummation of the Merger and the other Transactions have been duly authorized by all necessary corporate action on the part of Parent and Merger Sub (other than the adoption of this Agreement by Parent as the sole stockholder of Merger Sub, which shall occur promptly following the execution of this Agreement). This Agreement has been duly executed and delivered by each of Parent and Merger Sub and, assuming the due authorization, execution, and delivery by the Company of this Agreement, constitutes the valid and binding obligation of Parent and Merger Sub, respectively, enforceable against Parent and Merger Sub, respectively, in accordance with its terms, subject only to the effect, if any, of the Enforceability Limitations. (b) The execution and delivery of this Agreement by Parent and Merger Sub do not, and the consummation of the transactions contemplated hereby and compliance with the provisions hereof Transactions will not, conflict with, or result in any violation of, of or default under (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 any benefit under, or result in the creation of require any lienconsent, security interestapproval or waiver from any Person pursuant to, charge or encumbrance upon any of the properties or assets of Sub under, (i) any provision of (i) the Articles articles or certificate of Incorporation incorporation or By-Laws bylaws of Parent and Merger Sub, in each case, as amended to date, (ii) subject to compliance with the requirements set forth in Section 3.2(c), any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license Applicable Legal Requirements applicable to Parent or Merger Sub or any of their respective material properties or assets or (iii) any judgment, order, decree, statute, law, ordinance, rule or regulation material Contract applicable to Parent or 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, violations, defaults, rightsterminations, lienscancellations, security interestsaccelerations, charges losses, consents, approvals or encumbrances waivers that, if not obtained or made, would not, individually or in the aggregate, would not reasonably be expected to have a Parent Material Adverse Effect on SubEffect. (c) No consent, materially impair approval, order, authorization, release or waiver of, or registration, notification, declaration or filing with, any Governmental Entity, is required by or with respect to Parent or Merger Sub in connection with the ability execution and delivery of Sub to perform its obligations hereunder this Agreement or prevent the consummation of any the Merger or the other Transactions, except for (i) the compliance with the applicable provisions of Delaware Law, (ii) the filing of the transactions contemplated herebyCertificate of Merger, as provided in Section 1.4, (iii) such filings as may be required under the HSR Act and approvals or deemed approvals under any applicable foreign Antitrust Law and any applicable Foreign Investment Law and the expiration or early termination of applicable waiting periods under the HSR Act and any applicable foreign Antitrust Law and any applicable Foreign Investment Law, (iv) the filing of the Proxy Statement with the SEC and such reports and filings as may be required under the Exchange Act, (v) such other filings and notifications as may be required under federal, state or foreign securities laws or the rules and regulations of the Nasdaq Global Select Market and (vi) such other consents, approvals, orders, authorizations, releases, waivers, registrations, notifications, declarations or filings that, if not obtained or made, would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect.

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 (a) Issuer has the all requisite corporate power and authority to enter into execute, deliver and perform its obligations under this Agreement. This Agreement has been duly and validly (i) authorized by Issuer, and (ii) executed and delivered by Issuer. This Agreement constitutes the valid and legally binding obligation of Issuer, enforceable in accordance with its terms and conditions, subject to bankruptcy, insolvency, fraudulent transfer, moratorium or similar laws relating to or affecting creditors’ rights generally and to general principles of equity. (b) The execution, delivery and performance of this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, the performance by Sub of its obligations hereunder Issuer 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 will not (assuming the due authorization, execution and delivery hereof by the Companyi) constitutes a valid and binding obligation of Sub enforceable against Sub in accordance conflict 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 a material breach or violation of any violation of the terms or provisions 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 impose any lien, security interest, charge or encumbrance upon any of the properties material property or assets of Sub Issuer, or constitute a default under, any provision material indenture, mortgage, deed of (i) trust, loan agreement, license or other material agreement or instrument to which Issuer or any of its subsidiaries is a party or by which Issuer or any of its subsidiaries is bound or to which any of the Articles material property or assets of Incorporation Issuer or By-Laws any of Subits subsidiaries is subject, (ii) result in any loan violation of the provisions of the governing instruments of Issuer or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Sub any of its subsidiaries or (iii) result in any judgment, violation of any statute or any order, decree, statute, law, ordinance, rule or regulation applicable to Sub of any court or governmental agency or body having jurisdiction over Issuer or any of its properties or assets, other than, in the case of clauses (ii) or (iii), any except where such conflicts, violations, defaults, rights, liens, security interests, charges or encumbrances thatviolation will not, individually or in the aggregate, would not have a Material Adverse Effect material adverse effect on Subthe condition (financial or otherwise), materially impair results of operations, stockholders’ equity, properties or business of Issuer and its subsidiaries taken as a whole. (c) No consent, approval, authorization or order of, or filing or registration with, any court or governmental agency or body having jurisdiction over Issuer or any of its subsidiaries or any of their properties or assets is required for the ability execution, delivery and performance of Sub to perform its obligations hereunder this Agreement by Issuer or prevent the consummation of any of the transactions contemplated hereby. (d) The issuance of the shares of Preferred Stock by Issuer to Holder pursuant to this Agreement does not require registration under the Securities Act.

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 (a) CSERV 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 herebyCSERV. This Agreement has been duly and validly executed and delivered by Sub and (CSERV and, assuming the due authorization, execution and delivery hereof by the Company) other parties hereto, constitutes a valid and binding obligation of Sub CSERV, enforceable against Sub CSERV 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 equityequity in the United States or Australia. The execution and delivery of this Agreement by CSERV does not, and the consummation performance of this Agreement by CSERV will not, (i) conflict with or violate the transactions contemplated hereby and CSERV Charter Documents, (ii) conflict with or violate any law, rule, regulation, order, judgment or decree applicable to CSERV or by which CSERV 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 CSERV'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 underCSERV 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 CSERV or any of its properties subsidiaries is a party or assetsby which CSERV or any of its subsidiaries or its or any of their respective assets are bound or affected. Part 2.4(a) of the CSERV Schedules lists all consents, other thanwaivers and approvals under any of CSERV'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 CSERV or the Purchaser. (b) No consent, approval, order or authorization of, or registration, declaration or filing with any court, administrative agency or commission or other governmental authority or instrumentality, foreign or domestic ("Governmental Entity"), is required to be obtained or made by CSERV in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated by this Agreement, except for (i) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable United States or Australian federal, foreign and state securities (or related) laws, and the securities or antitrust laws of any foreign country, and (ii) such other consents, authorizations, filings, approvals and registrations which if not obtained or made would not be material to Purchaser or CSERV or have a material adverse effect on the ability of the parties hereto to consummate the transactions contemplated hereby. 2.5

Authority; Non-Contravention. Sub has Acquired Company and the Owner 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 Acquired Company and its obligations hereunder Owner and the consummation by Acquired Company and the Owner 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 herebyAcquired Company. This Agreement has been duly and validly executed and when delivered by Sub Acquired Company and (assuming the due authorization, execution and delivery hereof by the Company) constitutes Owner shall constitute a valid and binding obligation of Sub Acquired Company and the Owner, enforceable against Sub Acquired Company and the Owner, 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 Acquired Company under, any provision of (i1) the Articles articles of Incorporation incorporation or By-Laws bylaws of SubAcquired Company, (ii2) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Sub Acquired Company, its properties or assets, or (iii3) 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 Acquired 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 Acquired Company or could not prevent, hinder or materially impair delay the ability of Sub Acquired Company to perform its obligations hereunder or prevent the consummation of any of consummate the transactions contemplated herebyby this Agreement.

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. Each of Phone and Merger Sub has the all requisite corporate power and authority to enter into this Agreement Agreement, and Phone has all requisite corporate power and authority to enter into the Option Agreements and, subject to the Phone Stockholder Approval (as defined in Section 3.1(l)), to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery of this AgreementAgreement by Phone and Merger Sub, the performance execution and delivery of the Option Agreements by Sub of its obligations hereunder Phone and the consummation by Phone and Merger Sub 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 Phone and Merger Sub, subject, in the case of the Merger to authorize this the Phone Stockholder Approval. This Agreement and the transactions contemplated hereby. This Agreement has Option Agreements have been duly and validly executed and delivered by Phone and Merger Sub and (and, assuming the due authorization, execution and delivery hereof of each agreement to which they are parties by Xxxxxxxx.xxx constitutes (or will constitute, as the Companycase may be) constitutes a the legal, valid and binding obligation of Sub Phone and Merger Sub, enforceable against Phone and Merger Sub 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 the execution and delivery of the Option Agreements and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof of this Agreement and the Option Agreements 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 Phone or any of its subsidiaries or in any restriction on the conduct of Phone's business or operations under, any provision of (i) the Articles Phone Certificate or the by-laws of Incorporation Phone or By-Laws the comparable organizational documents of Subany of its subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, trust document, lease or other agreement, instrument, permit, concession, franchise franchise, license or license similar authorization applicable to Sub Phone 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 applicable to Sub Phone 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, lienslosses, security interests, charges restrictions or encumbrances that, Liens that individually or in the aggregate, aggregate would not (x) have a Material Adverse Effect material adverse effect on Sub, materially Phone or Xxxxxxxx.xxx or (y) reasonably be expected to impair the ability of each of Phone and Merger Sub to perform its obligations hereunder under this Agreement or prevent the Option Agreements. No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any federal, state, local or foreign government, any court, administrative, regulatory or other governmental agency, commission or authority or any non-governmental self-regulatory agency, commission or authority (a "Governmental Entity") is required by or with respect to Phone or any of its subsidiaries in connection with the execution and delivery of this Agreement by Phone and Merger Sub, or the execution and delivery by Phone of the Option Agreements or the consummation of any by Phone and Merger Sub of the transactions contemplated hereby.hereby and thereby, except for (1) the filing of a pre-merger notification and report form by Phone and Merger Sub under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act") or filings or notifications under the antitrust, competition or similar laws of any foreign jurisdiction;

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 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. (a) Each of Parent, Operating Sub, and Sub has the requisite corporate power and authority to enter into execute this Agreement and to consummate the transactions contemplated hereby. The execution execution, delivery, and delivery performance of this AgreementAgreement by Parent, the performance by Operating Sub, and Sub of its obligations hereunder and the consummation of the transactions contemplated hereby have been duly and effectively authorized by its Board the respective Boards of Directors and Investor as its sole stockholderof such corporations, and, except for the corporate filings required by state lawsubject to Section 5.11, no other further corporate proceedings action is necessary on the part of Parent, Operating Sub, or Sub are necessary to authorize this Agreement and the consummation of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent, Operating Sub, and Sub and (and, assuming the due authorizationaccuracy of the representations and warranties of the Company set forth in the first two sentences of Section 3.3(a), execution and delivery hereof by the Company) constitutes a valid and binding obligation agreement of Sub Parent, Operating Sub, and Sub, enforceable against Parent, Operating Sub, and Sub in accordance with its terms, except as to the extent that enforceability thereof may be limited by creditors' rights generally or by general principles of equity. The the Enforcement Limitations. (b) Neither the execution and delivery of this Agreement does notby Parent, Operating Sub, and Sub, nor the consummation by Parent, Operating Sub, or Sub of the transactions contemplated hereby and compliance hereby, will (i) conflict with the provisions hereof will not, conflict with, or result in any violation a breach of the corporate charter or bylaws, as currently in effect, of Parent, Operating Sub, or Sub; (ii) require the consent or approval of, or any filing with, any Governmental Authority having jurisdiction over any of the businesses or assets of Parent, Operating Sub, or Sub, or violate any order, writ, injunction, decree, statute, rule, or regulation applicable to Parent, Operating Sub, or Sub or any of their properties or assets; or (iii) result in a breach of or constitute a default (or an event that, with the passage of time or without notice or lapse the giving of timenotice, or both) , would constitute a default, or require notice to or the consent of any third party under, or give rise to a right of terminationany other instrument, cancellation or acceleration of any obligation or to the loss of a material benefit undercontract, or result in the creation agreement to which Parent, Operating Sub, or Sub is a party or by which any of any lien, security interest, charge them 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 assetsthem may be bound, other thanexcept, in the case of clauses (ii) or and (iii), any (A) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware; and (B) where such conflicts, violations, breaches, or defaults, rightsor the failure to obtain, liensmake or give such consents, security interestsapprovals, charges filings, or encumbrances thatnotices, would not, individually or in the aggregate, would not have a Material Adverse Effect on be reasonably expected to impair Parent’s, Operating Sub’s, materially impair or Sub’s ability to consummate the ability of Sub to perform its obligations hereunder Merger or prevent the consummation of any of the other transactions contemplated hereby. (c) No antitrust or competition-law notices, filings, or approvals by Parent, Operating Sub, or Sub, including those under the United States Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, the Investment Canada Act, or the Competition Act (Canada), are required in connection with the Merger.

Authority; Non-Contravention. (a) Each of Acquirer and Merger Sub 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 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 equityTransactions. The execution and delivery of this Agreement does and the consummation of the Transactions have been duly authorized by all necessary corporate action on the part of Acquirer and Merger Sub. This Agreement has been duly executed and delivered by each of Acquirer and Merger Sub and, assuming the due execution and delivery of this Agreement by the other parties hereto, constitutes the valid and binding obligation of Acquirer and Merger Sub enforceable against Acquirer and Merger Sub, respectively, in accordance with its terms, subject only to the effect, if any, of the Enforceability Exceptions. (b) The execution and delivery of this Agreement by Acquirer and Merger Sub do not, and the consummation of the transactions contemplated hereby and compliance with the provisions hereof Transactions will not, conflict with, or result in any violation of, or default under (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 require any lienconsent, security interestapproval or waiver from any Person pursuant to, charge or encumbrance upon any of the properties or assets of Sub under, (i) any provision of (i) the Articles articles or certificate of Incorporation incorporation, as applicable, or By-Laws bylaws or other equivalent organizational or governing documents of Acquirer and Merger Sub, in each case as amended to date or (ii) any loan Applicable Law, except where such conflict, violation, default, termination, cancellation 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 thatacceleration, individually or in the aggregate, would not be material to Acquirer’s or Merger Sub’s ability to consummate the Merger or to perform their respective obligations under this Agreement. (c) No consent, approval, Order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity or any other Person is required by or with respect to Acquirer or Merger Sub in connection with the execution and delivery of this Agreement or the consummation of the Transactions, except for, (i) such filings and notifications as may be required to be made by Acquirer in connection with the Merger and the other Transactions under the HSR Act and any applicable foreign Antitrust Laws and the expiration or early termination of the applicable waiting period under the HSR Act and any applicable foreign Antitrust Laws, (ii) the filing of a registration statement on Form S-8 with the SEC after the Closing Date covering the shares of Acquirer Common Stock issuable pursuant to certain Company Options assumed hereunder and (iii) such other consents, approvals, Orders, authorizations, registrations, declarations, filings and notices (A) that are not material to the Company or (B) that if not obtained or made would not reasonably be expected to 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 herebyEffect.

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. (a) Parent has all requisite corporate power and authority to enter into this Agreement and the Stock Option Agreement and to consummate the transactions contemplated hereby and thereby. Merger Sub 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 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 Stock Option 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 thereby have been duly authorized by all necessary corporate action on the part of Parent and Merger Sub. This Agreement and the Stock Option Agreement have been duly executed and delivered by Parent and this Agreement has been duly executed and delivered by Merger Sub and, assuming the due authorization, execution and delivery by Company, constitute the valid and binding obligations of Parent and Merger Sub, respectively, enforceable against Parent and Merger Sub in accordance with their terms, except as enforceability may be limited by bankruptcy and other similar laws affecting the rights of creditors generally and general principles of equity. (b) The execution and delivery of this Agreement and the Stock Option Agreement by Parent and the execution and delivery of this Agreement by Merger Sub does not, and the performance of this Agreement and the Stock Option Agreement by Parent and the performance of this Agreement by Merger Sub 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(c) below, conflict withwith or violate any material law, rule, regulation, order, judgment or decree applicable to Parent or Merger Sub or by which 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 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 under, of; or result in the creation of any lien, security interest, charge or encumbrance upon an Encumbrance on any of the material properties or assets of Parent or Merger Sub underpursuant 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, concession, franchise or license applicable other instrument or obligation to which Parent or Merger Sub is a party or (iii) any judgment, order, decree, statute, law, ordinance, rule by which Parent or regulation applicable to Merger Sub or any of their respective material properties are bound or affected. Part 3.3 of the Parent Disclosure Letter list all consents, waivers and approvals under any of Parent's or any of its properties subsidiaries' agreements, contracts, licenses or assets, other than, 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 were not obtained, would result in a material loss of benefits to Parent or the Surviving Corporation as a result of the Merger. (c) No consent, approval, order or authorization of, or registration, declaration or filing with any Governmental Entity or other person is required to be obtained or made by Parent or Merger Sub in connection with the execution and delivery of this Agreement and the Stock Option Agreement or the consummation of the Merger, except for (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (ii) the filing of the Proxy Statement/Prospectus and the Registration Statement with the SEC and a Schedule 13D with regard to the Stock Option Agreement and the Voting Agreements in accordance with the Securities Act and the Exchange Act, and the effectiveness of the Registration Statement, (iii) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal, foreign and state securities (or related) laws and the HSR Act and the securities or antitrust laws of any foreign country, and (iv) such other consents, authorizations, filings, approvals and registrations which if not obtained or made would not be material to Parent or the Surviving Corporation or have a material adverse effect on the ability of the parties hereto to consummate the Merger.

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. 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. Each of Parent and Merger Sub has the requisite corporate power and authority to enter into this Agreement and the other Transaction Documents to which it is a party and to consummate the transactions contemplated hereby. The execution Merger 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 equityOther Transactions. The execution and delivery of this Agreement does not, and the other Transaction Documents to which Parent or Merger Sub is a party and the consummation of the transactions contemplated hereby Merger and compliance Other Transactions have been duly authorized by all necessary corporate action on the part of Parent or Merger Sub, as applicable. This Agreement and the other Transaction Documents to which Parent or Merger Sub is a party have been duly executed and delivered by Parent or Merger Sub, as applicable, and constitute the legal, valid and binding obligations of Parent or Merger Sub, as applicable, enforceable against Parent or Merger Sub, as applicable, in accordance with their terms, except to the provisions hereof extent that enforceability may be limited by the effect, if any, of any applicable bankruptcy, reorganization, insolvency, moratorium or other Laws affecting the enforcement of creditors’ rights generally or any general principles of equity. Neither the execution and delivery by Parent or Merger Sub of this Agreement nor the consummation of the Merger and Other Transactions will not, conflict with, or result in any breach or violation of, or default under (with or without due notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration obligation or loss 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, under (a) any provision of (i) the Articles certificate of Incorporation incorporation or By-Laws bylaws, or other equivalent charter documents, as applicable, of Parent or Merger Sub, (iib) any loan Contract to which Parent or credit agreement, note, bond, mortgage, indenture, lease Merger Sub is a party or other agreement, instrument, permit, concession, franchise by which any of their respective assets are bound or license (c) any Law applicable to Sub Parent or (iii) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Merger Sub or any of its properties or their respective assets, other than, in the case of clauses (ii) or (iii)except, any such conflicts, breaches, violations, defaults, rightsrights or losses, liens, security interests, charges or encumbrances thatwhich would not, individually or in the aggregate, would not have a Material Adverse Effect on prevent or materially and adversely delay the consummation by Parent or Merger Sub, materially impair as applicable, of the ability Merger and Other Transactions. No notice to or filing with, and no permit, authorization, consent or approval of, any Person is necessary for the execution and delivery of this Agreement by Parent or Merger Sub to perform its obligations hereunder or prevent the consummation of the Merger and Other Transactions, except as provided in Article I and any of filings required under the transactions contemplated herebyHSR Act.

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 (a) The 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, Agreement by the performance by Sub of its obligations hereunder Purchaser and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary corporate action on 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 herebypart. 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, 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 give rise 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 Purchaser under, any provision of of: (i) the Articles of Incorporation or By-Laws Bylaws of Sub, the Purchaser, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Sub or the Purchaser, 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 properties or assets, other than, in the case of clauses (ii) or (iii), any such conflicts, violations, defaults, rights, liensoffers, security interestsprepayments, charges payments, losses or encumbrances Liens, that, individually or in the aggregate, would not have a Material Adverse Effect on Subthe Purchaser, materially impair the ability of Sub the Purchaser to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby. (b) No filing or registration with, or authorization, consent or approval of, any Governmental Entity is required by or with respect to the Purchaser in connection with the execution and delivery of this Agreement by the Purchaser or the consummation by the Purchaser 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 Department of State and appropriate documents with the relevant authorities of other states in which the Purchaser is qualified to do business, (iii) such filings and approvals as may be required by any applicable state securities or "blue sky" laws or state takeover laws, and (iv) 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, materially impair the ability of Purchaser 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 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 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 Each of the Shareholders 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 the Shareholders and (assuming the due valid authorization, execution and delivery hereof of this Agreement by the CompanyPEC) constitutes a valid and binding obligation of Sub each of the Shareholders 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 in equity or at law). The Except as set forth on Section 3.4 of the Armour and Price Disclosure Schedule, 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 charges or encumbrance encumbrances upon any of the properties or assets of Sub Lone Star or Subsidiary under, any provision of (i) the Articles of Incorporation or By-Laws Bylaws of SubLone Star or Subsidiary (true and complete copies of which as of the date hereof have been delivered to PEC), (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Sub either of the Shareholders, Lone Star or Subsidiary, or (iii) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Sub either of the Shareholders, Lone Star or Subsidiary or any of its the respective properties or assetsassets of Lone Star or Subsidiary, other than, in the case of clauses (ii) or (iii), any such conflicts, violations, defaults, rights, liens, losses, security interests, charges or encumbrances that, individually or in the aggregate, would not have a Material Adverse Effect on SubLone Star or Subsidiary, materially impair the ability of Sub either of the Shareholders to perform its his obligations hereunder or prevent the consummation of any the Stock Purchase. Except as set forth on Section 3.4 of the transactions Armour and Price Disclosure Schedule, no filing or registration with, or authorization, consent or approval of, any Governmental Entity is required by or with respect to either of the Shareholders, Lone Star or Subsidiary in connection with the execution and delivery of this Agreement by the Shareholders or is necessary for the consummation by the Shareholders of the Stock Purchase or any other transaction 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 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 approval of the Merger by the Company's stockholders (the "Company Stockholder Approval"), and the filing of the Merger Documents pursuant to the DGCL. The affirmative vote or consent of the holders of a majority of the outstanding shares of (i) Company Capital Stock, (ii) the Company's outstanding common stock, and (iii) the Company's outstanding preferred stock is sufficient for the Company's stockholders to approve and adopt this Agreement and approve the Merger, and no other approval of any holder of any securities of the Company is required in connection with the consummation of the transactions contemplated hereby. 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 Parent and Merger Sub, constitutes 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' bankruptcy and other similar laws affecting the rights of creditors generally or by and general principles of equity. . (b) The execution and delivery of this Agreement by the Company does not, and the consummation performance of this Agreement by the transactions contemplated hereby Company will not, (i) conflict with or violate the Company Charter Documents, (ii) subject to obtaining the Company Stockholder Approval and compliance with the provisions hereof will notrequirements set forth in Section 2.4(c), 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 (or a subsidiary'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 an Encumbrance on any of the 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, concessionfranchise, 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 subsidiaries is a party or by which the Company or any of its subsidiaries or its or any of their respective material properties are bound or assetsaffected. Part 2.4(b) of the Company Disclosure Schedule list 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. (c) No consent, approval, order or authorization of, or registration, declaration or filing with any Governmental Entity or other person, is required to be obtained or made by the Company in connection with the execution and delivery of this Agreement or the consummation of the Merger, except for (i) the filing of the Merger Documents with the Secretary of State of the State of Delaware, and appropriate documents with the relevant authorities of other states in which Company is qualified to do business, (ii) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal, foreign and state securities (or related) laws and the securities or antitrust laws of any foreign country, and (iii) such other consents, authorizations, filings, approvals and registrations which if not obtained or made would not be material to the Company, Parent or the Surviving Corporation or have a material adverse effect on the ability of the parties hereto to consummate the Merger.

Authority; Non-Contravention. (a) Each of Parent and Sub has the requisite power and authority to enter into this Agreement and to consummate the Merger and the transactions contemplated herebyby this Agreement. 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 Merger and 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 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 the enforceability thereof may be limited by creditors' ’ rights generally or by general principles of equity. No vote or approval of the stockholders of Parent is required in connection with the execution, delivery or performance by Parent and Sub of their obligations hereunder or for the consummation of the Merger. (b) 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, (i) conflict with, or result in any violation of, the charter, by-laws or other organizational documents of Parent and any of its Subsidiaries, (ii) result in any violation or breach 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 underobligation, 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 any Contract to which Parent or any of Incorporation its Subsidiaries is a party or By-Laws by which their respective properties and assets are bound, except for any such violation, breach, default or right of Subtermination, (ii) any loan cancellation or credit agreement, note, bond, mortgage, indenture, lease acceleration or other agreement, instrument, permit, concession, franchise Lien as to which requisite waivers or license applicable to Sub consents have been obtained or (iii) assuming that the Registrations and Consents set forth in this Section 4.3(b) are duly and timely made or obtained, violate 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 clause (ii) or (iii), any such conflictsconflict, violationsviolation, defaultsdefault, rightstermination, lienscancellation, security interests, charges acceleration or encumbrances Lien 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 prevent or materially delay 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 is necessary for the consummation of the Merger and the other transactions contemplated hereby, except for (i) compliance with and filings under the HSR Act and any conditions that may be imposed by the applicable antitrust regulator to obtain clearance for the Merger, (ii) compliance with the provisions of Exchange Act, and the rules of any national securities exchange, (iii) the filing of the Articles of Merger with the Secretary of State of Massachusetts and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business, (iv) compliance with foreign laws relating to antitrust and anticompetition clearances or notices, (v) such as may be required in connection with the Taxes described in Section 6.10, (vi) such as may be required by Environmental Laws as described in Section 3.12, 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 or Sub to perform its their obligations hereunder or prevent or materially delay the consummation of the Merger or any of the material transactions contemplated hereby.

Authority; Non-Contravention. (a) Each of Parent and Merger Sub 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 Parent and Merger Sub, 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 each of Parent and Merger Sub and (and, assuming the due authorization, execution and delivery hereof by Company, constitutes the Company) constitutes a valid and binding obligation obligations of Sub Parent and Merger Sub, respectively, enforceable against Parent and Merger Sub in accordance with its their terms, except as the enforceability thereof may be limited by creditors' bankruptcy and other similar laws affecting the rights of creditors generally or by and general principles of equity. . (b) The execution and delivery of this Agreement by each of Parent and Merger Sub does not, and the consummation performance of this Agreement by Parent and/or Merger Sub will not, (i) conflict with or violate the transactions contemplated hereby and Parent Charter Documents, (ii) subject to compliance with the provisions hereof will notrequirements set forth in Section 3.2(c), conflict withwith or violate any Legal Requirement applicable to Parent or Merger Sub or by which any of their respective properties is bound or affected, 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 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 an Encumbrance on any of the properties or assets of Parent or Merger Sub underpursuant to, Contract to which Parent or Merger Sub is a party or by which Parent or Merger Sub or any provision of their respective assets are bound or affected. (c) No consent, approval, order or authorization of, or registration with any Governmental Entity is required to be obtained or made by Parent or Merger Sub in connection with the execution and delivery of this Agreement or the consummation of the Merger, except for (i) the Articles filing of Incorporation or By-Laws the Certificate of SubMerger with the Secretary of State of the State of Delaware, (ii) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under the HSR Act and the antitrust laws of any loan or credit agreementforeign country, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Sub or and (iii) any judgmentsuch other consents, orderauthorizations, decreefilings, statute, law, ordinance, rule approvals and registrations which if not obtained 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, made would not be material to Parent or the Surviving Corporation or have a Material Adverse Effect material adverse effect on Sub, materially impair the ability of Sub the parties hereto to perform its obligations hereunder or prevent consummate the consummation Merger within the time frame in which the Merger would otherwise be consummated in the absence of any of the transactions contemplated herebysuch requirement.

Authority; Non-Contravention. (a) Each of Parent and Sub 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 by Sub of its obligations hereunder Merger 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 equityTransactions. The execution and delivery of this Agreement does and the consummation of the Merger and the other Transactions have been duly authorized by all necessary corporate action on the part of Parent and Sub (other than the adoption of this Agreement by Parent as the sole stockholder of Sub, which shall occur immediately following the execution of this Agreement). This Agreement has been duly executed and delivered by each of Parent and Sub and, assuming the due authorization, execution, and delivery by the Company of this Agreement, constitutes the valid and binding obligation of Parent and Sub, respectively, enforceable against Parent and Sub, respectively, in accordance with its terms, subject only to the effect, if any, of the Enforceability Limitations. (b) The execution and delivery of this Agreement by Parent and Sub do not, and the consummation of the transactions contemplated hereby and compliance with the provisions hereof Transactions will not, conflict with, or result in any violation of, or default under (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 require any lienconsent, security interestapproval or waiver from any Person pursuant to, charge or encumbrance upon any of the properties or assets of Sub under, (i) any provision of (i) the Articles articles or certificate of Incorporation incorporation or By-Laws bylaws of Parent and Sub, in each case, as amended to date, (ii) subject to compliance with the requirements set forth in Section 3.2(c), any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license material Applicable Legal Requirements applicable to Parent or Sub or any of their respective material properties or assets, or (iii) any judgment, order, decree, statute, law, ordinance, rule or regulation material Contract applicable to Parent or Sub or any of its their respective properties or assets, other than, in the case of clauses (ii) or and (iii), any such conflicts, violations, defaults, rightsterminations, lienscancellations, security interestsaccelerations, charges losses, consents, approvals or encumbrances thatwaivers, would not, individually or in the aggregate, would not have reasonably be expected to be material to Parent’s or Sub’s ability to perform their respective obligations under this Agreement or has a Parent Material Adverse Effect on SubEffect. (c) No consent, materially impair approval, order, authorization, release or waiver of, or registration, notification, declaration or filing with, any Governmental Entity, is required by or with respect to Parent or Sub in connection with the ability execution and delivery of Sub to perform its obligations hereunder this Agreement or prevent the consummation of any the Merger or the other Transactions, except for (i) the compliance with the applicable provisions of Delaware Law, (ii) the filing of the transactions contemplated herebyCertificate of Merger, as provided in Section 1.4, (iii) such filings as may be required under the HSR Act and any applicable foreign Antitrust Law and the expiration or early termination of applicable waiting periods under the HSR Act and any applicable foreign Antitrust Law, (iv) the filing of the Proxy Statement with the SEC and such reports and filings as may be required under the Exchange Act, (v) such other filings and notifications as may be required under federal, state or foreign securities laws or the rules and regulations of the NASDAQ Global Select Market and (vi) such other consents, approvals, orders, authorizations, releases, waivers, registrations, notifications, declarations or filings that, if not obtained or made, would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect.

Authority; Non-Contravention. Each of Parent and Sub has the all requisite power and authority to enter into this Agreement and to consummate the Offer and the Merger and the transactions contemplated herebyby this Agreement. 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 Offer and the Merger and 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 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 the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting creditors' ’ rights generally or by general principles of equity (regardless of whether considered at law or in equity). The execution and delivery of this Agreement does not, and the consummation of the Offer and 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 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, 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 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 be reasonable expected to prevent the consummation of the Offer or 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 is necessary for the consummation of the Offer and 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 Exchange Act, (iii) the filing of the Articles of Merger with the Secretary of State of the State of Minnesota 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 or notices, (v) those matters, including but not limited to, regulatory consents, approvals and waivers, set forth in the Disclosure Schedule hereto, (vi) as may be required in connection with the Taxes described in Section 7.10, (vii) such filings as may be required under Chapter 80B of the Minnesota Statutes and (viii) 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 their to perform its their obligations hereunder or would not be reasonably expected to prevent or materially delay the consummation of the Offer and the Merger or any of the material transactions contemplated hereby.

Authority; Non-Contravention. (a) Each of Parent and Sub has the all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated herebyMerger and the other Transactions. The execution and delivery of this Agreement, the performance by Sub of its obligations hereunder Agreement and the consummation of the transactions contemplated hereby Merger and the other Transactions 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 Parent and Sub are necessary to authorize (other than the adoption of this Agreement and by Parent as the transactions contemplated herebysole stockholder of Sub, which shall occur promptly following the execution of this Agreement). This Agreement has been duly and validly executed and delivered by each of Parent and Sub and (and, assuming the due authorization, execution and delivery hereof by the Company) Company of this Agreement, constitutes a the valid and binding obligation of Sub Parent and Sub, respectively, enforceable against Sub Parent and Sub, respectively, in accordance with its terms, except as subject only to the enforceability thereof may be limited by creditors' rights generally or by general principles effect, if any, of equity. the Enforceability Limitations. (b) 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 Transactions will not, conflict with, or result in any violation of, of or default under (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 any benefit under, or result in the creation of require any lienconsent, security interestapproval or waiver from any Person pursuant to, charge or encumbrance upon any of the properties or assets of Sub under, (i) any provision of (i) the Articles articles or certificate of Incorporation incorporation or By-Laws bylaws of Parent and Sub, in each case, as amended to date, (ii) subject to compliance with the requirements set forth in Section 3.2(c), any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license material Applicable Legal Requirements applicable to Parent or Sub or any of their respective material properties or assets, or (iii) any judgment, order, decree, statute, law, ordinance, rule or regulation material Contract applicable to Parent or Sub or any of its their respective properties or assets, other than, in the case of clauses (ii) or and (iii), any such conflicts, violations, defaults, rightsterminations, lienscancellations, security interestsaccelerations, charges losses, consents, approvals or encumbrances waivers that, if not obtained or made, would not, individually or in the aggregate, would not reasonably be expected to have a Parent Material Adverse Effect on SubEffect. (c) No consent, materially impair approval, order, authorization, release or waiver of, or registration, notification, declaration or filing with, any Governmental Entity, is required by or with respect to Parent or Sub in connection with the ability execution and delivery of Sub to perform its obligations hereunder this Agreement or prevent the consummation of any the Merger or the other Transactions, except for (i) the compliance with the applicable provisions of the transactions contemplated hereby.Delaware Law,

Authority; Non-Contravention. (a) Parent and each 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 and each Merger Sub, subject only to authorize this Agreement the filing of the Articles of Merger and the transactions contemplated herebySecond Articles of Merger pursuant to the MGCL. This Agreement has been duly and validly executed and delivered by Parent and each Merger Sub and (and, assuming the due authorization, execution and delivery hereof by the Company) , constitutes a the valid and binding obligation obligations of Sub Parent and each Merger Sub, enforceable against Parent and such Merger Sub in accordance with its terms, except as the enforceability thereof may be limited by creditors' bankruptcy and other similar laws affecting the rights of creditors generally or by and general principles of equity. . (b) The execution and delivery of this Agreement by Parent and each Merger Sub does not, and the performance of this Agreement by Parent and each Merger Sub will not (i) conflict with or violate the Parent Charter Documents or (ii) subject to compliance with the requirements set forth in Section 4.3(c) below, conflict with or violate any material law, rule, regulation, order, judgment or decree applicable to Parent or either Merger Sub or by which any of their respective material properties is bound or affected. (c) No consent, approval, order or authorization of, or registration, declaration or filing with any Governmental Entity or other person is required to be obtained or made by Parent or either Merger Sub in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby and compliance with the provisions hereof will notMerger, 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 except for (i) the filing of the Articles of Incorporation or By-Laws Merger and the Second Articles of SubMerger with the Secretary of State of the State of Maryland, (ii) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal, foreign and state securities (or related) laws and the securities or antitrust laws of any loan or credit agreementforeign country, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Sub or and (iii) any judgmentsuch other consents, orderauthorizations, decreefilings, statute, law, ordinance, rule approvals and registrations which if not obtained 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, made would not be material to Parent or the Surviving Corporation or have a Material Adverse Effect material adverse effect on Sub, materially impair the ability of Sub the parties hereto to perform its obligations hereunder consummate the Merger or prevent the consummation of any of the transactions contemplated herebySecond Step Merger.

Authority; Non-Contravention. Sub has the MEDIX 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 MEDIX and its obligations hereunder Shareholders and the consummation by MEDIX 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 herebyMEDIX. This Agreement has been duly and validly executed and when delivered by Sub MEDIX and (assuming the due authorization, execution and delivery hereof by the Company) constitutes its Shareholders shall constitute a valid and binding obligation of Sub MEDIX and its Shareholders, enforceable against Sub MEDIX 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 MEDIX under, any provision of (i) the Articles articles of Incorporation incorporation or By-Laws bylaws of SubMEDIX, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Sub MEDIX, 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 MEDIX, 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 MEDIX or could not prevent, hinder or materially impair delay the ability of Sub MEDIX to perform its obligations hereunder or prevent the consummation of any of consummate the transactions contemplated herebyby this Agreement.

Authority; Non-Contravention. Sub The 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, Agreement by the performance by Sub of its obligations hereunder Parent and the consummation by the 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 the Parent, and no approval of this Agreement by the stockholders of the Parent is required pursuant to authorize the rules of the NYSE or the Chicago Stock Exchange, the Certificate of Incorporation or Bylaws of the Parent, or the DGCL. The board of directors of the Parent at a meeting duly called and held on March 27, 1996, unanimously approved this Agreement and the transactions contemplated herebyherein, including the issuance of the Parent Common Stock as provided in this Agreement. This Agreement has been duly and validly executed and delivered by Sub the 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 the Parent enforceable against Sub it in accordance with its terms, except as . The issuance of shares of Parent Common Stock pursuant to this Agreement and the enforceability thereof may be limited filing of the Registration Statement with the SEC have been duly authorized by creditors' rights generally or by general principles the Parent's Board of equityDirectors. 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, not constitute a Violation by the Parent 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, its Subsidiaries pursuant to any provision of (i) the Articles Certificate of Incorporation or By-Laws laws of Subthe Parent or the Merger Sub (true and complete copies of which as of the date hereof have been delivered to the Company) or any provision of the comparable charter or organization documents of any of its Subsidiaries, (ii) any contract, agreement, loan or credit agreement, note, bond, mortgage, indenture, lease lease, Benefit Plan (as defined in Section 3.1(i)), or other agreement, instrument, permit, concession, franchise franchise, or license applicable to Sub the Parent or any of its Subsidiaries, or (iii) any judgment, injunction, order, decree, statute, law, ordinance, rule or regulation applicable to Sub the 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, liens, security interests, charges or encumbrances that, individually or in the aggregate, Violations that would not have a Material Adverse Effect on Sub, materially impair the ability of Sub the Parent to perform its obligations hereunder or would prevent the consummation of any of the transactions contemplated hereby or would otherwise have a Material Adverse Effect on the Parent. No consent, approval, order or authorization of, or registration, declaration or filing with any Governmental Entity is required by or with respect to the Parent or any of its Subsidiaries in connection with the execution and delivery of this Agreement by the Parent or the consummation by the Parent of the transactions contemplated hereby, except for (i) the filing of a premerger notification report by the Parent under the HSR Act, (ii) filings under the Securities Act and 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, and (iv) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under the corporation, takeover, "Blue Sky" or securities laws of various states of the United States.

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 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 or the comparable charter or organizational documents of IneedMD, (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.