Common use of Authority; Noncontravention Clause in Contracts

Authority; Noncontravention. (a) The Company has all requisite corporate power and authority to enter into this Agreement and, subject to obtaining the Stockholder Approval, to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of the Company and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated by this Agreement, subject, in the case of the Merger, to obtaining the Stockholder Approval. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally or by principles governing the availability of equitable remedies. The Board of Directors of the Company, at a meeting duly called and held at which all directors of the Company were present either in person or by telephone, duly and unanimously (and without any abstentions) adopted resolutions (i) approving and declaring advisable this Agreement, (ii) declaring that it is in the best interests of the Company's stockholders that the Company enter into this Agreement and consummate the Merger on the terms and subject to the conditions set forth in this Agreement, (iii) declaring that the consideration to be paid to the Company's stockholders in the Merger is fair to such stockholders, (iv) directing that this Agreement be submitted to a vote at a meeting of the Company's stockholders to be held as promptly as practicable following the date of this Agreement, (v) recommending that such stockholders adopt this Agreement and (vi) approving the Stockholder Agreement and the transactions contemplated thereby, which resolutions have not been subsequently rescinded, modified or withdrawn in any way. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance by the Company with the provisions 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, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company or any of its subsidiaries under, (i) the certificate of incorporation or by-laws of the Company or the comparable organizational documents of any of its subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other contract, agreement, obligation, commitment, arrangement, understanding, instrument, permit, concession, franchise, license or similar authorization (each, a "Contract") to which the Company or any of its subsidiaries is a party or otherwise applicable to the Company or any of its subsidiaries or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in paragraph (b) below, (A) any judgment, order or decree or (B) any statute, law, ordinance, rule or regulation, in each case applicable to the Company or any of its subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations, breaches, defaults, rights, losses or Liens that individually or in the aggregate would not reasonably be expected to (x) have a Material Adverse Effect on the Company, (y) impair in any material respect the ability of the Company to perform its obligations under this Agreement or (z) prevent or materially impede, interfere with, hinder or delay the consummation of the transactions contemplated by this Agreement.

Authority; Noncontravention. (a) The Company has all the requisite corporate power and authority to enter into this Agreement and the Ancillary Agreements and, subject subject, with respect to obtaining consummation of the Stockholder ApprovalMerger, to prior approval of the Merger by the stockholders of the Company, Newco and Newco Sub, as appropriate, in accordance with the Delaware General Corporation Law ("DGCL"), to consummate the transactions contemplated by this AgreementAgreement and the Ancillary Agreements. The Except as set forth on Schedule 3.01(d), the execution and delivery by the Company of this Agreement by the Company and each Ancillary Agreement to which it is a party and the consummation by the Company it of the transactions contemplated by this Agreement and the Ancillary Agreements have been duly authorized by all necessary corporate action on the part of the Company and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated by this AgreementCompany, subject, in the case with respect to consummation of the Merger, to obtaining prior approval of the Stockholder ApprovalMerger by the stockholders of the Company, Newco and Newco Sub, as appropriate, in accordance with the DGCL. This Agreement has and the Ancillary Agreements to which it is party have been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Sub, constitutes a legal, valid and binding obligation each of the Company, enforceable against Newco and Newco Sub, as appropriate, and, subject, with respect to consummation of the Merger, to approval of the Merger by the stockholders of the Company in accordance with its terms DGCL, and assuming this Agreement and the Ancillary Agreements constitute the valid and binding agreements of Sprint, constitute valid and binding obligations of each of them enforceable against the Company, Newco, and Newco Sub, respectively, in accordance with their respective terms, except insofar as enforceability to the extent that the enforcement of this Agreement or the Ancillary Agreements may be limited by applicable (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting now or hereafter in effect relating to creditors' rights generally or by principles governing the availability of equitable remedies. The Board of Directors of the Companygenerally, at a meeting duly called and held at which all directors of the Company were present either in person or by telephone, duly and unanimously (and without any abstentions) adopted resolutions (i) approving and declaring advisable this Agreement, (ii) declaring that it general principles of equity regardless of whether enforceability is considered in the best interests of the Company's stockholders that the Company enter into this Agreement and consummate the Merger on the terms and subject to the conditions a proceeding in equity or at law. Except as set forth in this Agreementon Schedule 3.01(d), (iii) declaring that the consideration to be paid to the Company's stockholders in the Merger is fair to such stockholders, (iv) directing that this Agreement be submitted to a vote at a meeting of the Company's stockholders to be held as promptly as practicable following the date of this Agreement, (v) recommending that such stockholders adopt this Agreement and (vi) approving the Stockholder Agreement and the transactions contemplated thereby, which resolutions have not been subsequently rescinded, modified or withdrawn in any way. The execution and delivery of this Agreement do and the Ancillary Agreements by the Company did not, and the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements, and compliance by the Company with the provisions of this the Marketing Agreement and the Network Agreement, without obtaining the consent of any third party will not, conflict with, or 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 by the Company of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company or any of its subsidiaries under, (i) the certificate of incorporation or by-laws bylaws of the Company or the comparable organizational documents of any of its subsidiariesCompany, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other contract, agreement, obligation, commitment, arrangement, understanding, instrument, permit, concession, franchise, permit or license or similar authorization (each, a "Contract") to which the Company or any of its subsidiaries is a party or otherwise applicable to the Company or any of its subsidiaries or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in paragraph (b) belowthe following sentence, (A) any judgment, order or decree or (B) any statute, law, ordinance, rule or regulation, in each case Law applicable to the Company or any of its subsidiaries or their respective properties or assets, other than, in the case of clauses (ii), (iii) and (iiiiv), any such conflicts, violations, breaches, defaults, rights, losses rights or Liens that individually or in the aggregate would not reasonably be expected to (x) have a Material Adverse Effect on the Company, (y) materially impair in any material respect the ability of the Company to perform its obligations under this Agreement or any Ancillary Agreement to which it is a party or (z) prevent or materially impede, interfere with, hinder or delay the consummation of any of the transactions contemplated by this Agreement.Agreement or any of the Ancillary Agreements. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by the Company in connection with the execution and delivery of this Agreement and the Ancillary Agreements or the consummation by the Company of the transactions contemplated by this Agreement and the Ancillary Agreements, except for (i) the filing of a premerger notification and report form by the Company under the HSR Act and the expiration of the applicable waiting period or early termination thereof and, (ii) the filing with the SEC of (w) the Proxy Statement, (x) the S-4,

Authority; Noncontravention. (a) The Company has all requisite corporate power and authority to enter into execute and deliver this Agreement andAgreement, subject to obtaining the Stockholder Approval, to perform its obligations hereunder and consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action action, other than the Stockholder Approval (if the Merger is not consummated pursuant to Section 253 of the DGCL), on the part of the Company Company, and no other corporate proceedings proceedings, other than the Stockholder Approval (if the Merger is not consummated pursuant to Section 253 of the DGCL), on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated by this Agreement, subject, in the case of the Merger, to obtaining the Stockholder Approvalhereby. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Subeach of the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms except insofar as enforceability may be limited by (subject to applicable bankruptcy, insolvencysolvency, fraudulent transfer, reorganization, moratorium or similar laws and other Laws affecting creditors' ’ rights generally or by principles governing the availability of equitable remediesfrom time to time in effect). The Board of Directors of the Company, at a meeting duly called and held at which all directors of the Company were present either in person or by telephoneheld, duly and unanimously (and without any abstentions) adopted resolutions (i) approving and declaring advisable this Agreement, (ii) declaring that it is in the best interests of the Company's stockholders that the Company enter into this Agreement and consummate Offer, the Merger on and the terms and subject to the conditions set forth in other transactions contemplated by this Agreement, (iiiii) declaring resolving that the consideration to be paid to the Company's stockholders in the Merger is fair to such stockholders, (iv) directing that adoption of this Agreement be submitted to a vote at a meeting the stockholders of the Company's stockholders to be held as promptly as practicable following the date of this Agreement, Company and (viii) recommending that such the stockholders of the Company accept the Offer, tender their shares of Company Common Stock to Merger Sub pursuant to the Offer and adopt this Agreement and (vi) approving the Stockholder “Company Board Recommendation”). The approval of this Agreement by the Board of Directors of the Company constitutes approval of this Agreement and the transactions contemplated thereby, which resolutions have Merger for purposes of Section 203 of the DGCL (“Section 203”) and represents the only action necessary to ensure that the restrictions of Section 203 do not been subsequently rescinded, modified or withdrawn in any way. The apply to the execution and delivery of this Agreement do notAgreement, and the transactions contemplated hereby or the consummation of the transactions contemplated by this Agreement and compliance by Merger. No “fair price,” “moratorium,” “control share acquisition,” or other similar anti-takeover statute or regulation enacted under state or federal Law in the Company United States (with the provisions exception 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, or bothSection 203) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company or any of its subsidiaries under, (i) the certificate of incorporation or by-laws of the Company or the comparable organizational documents of any of its subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other contract, agreement, obligation, commitment, arrangement, understanding, instrument, permit, concession, franchise, license or similar authorization (each, a "Contract") to which the Company or any of its subsidiaries is a party or otherwise applicable to the Company or any of its subsidiaries or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in paragraph (b) below, (A) any judgment, order or decree or (B) any statute, law, ordinance, rule or regulation, in each case is applicable to the Company or any of its subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations, breaches, defaults, rights, losses or Liens that individually or in the aggregate would not reasonably be expected to (x) have a Material Adverse Effect on the Company, (y) impair in any material respect the ability of the Company to perform its obligations under this Agreement or (z) prevent or materially impede, interfere with, hinder or delay the consummation of the transactions contemplated by this Agreement. The affirmative vote of the holders of a majority of the outstanding Company Common Stock entitled to vote (the “Stockholder Approval”) is the only vote of the holders of any of the Company’s capital stock necessary in connection with the consummation of the Merger; provided, however, that the Stockholder Approval is not necessary in connection with the consummation of the Merger if the Merger is consummated pursuant to Section 253 of the DGCL.

Authority; Noncontravention. (a) The Company Partnership has all the requisite corporate power and limited partnership authority to enter into this Agreement and, subject to obtaining the Stockholder approval and adoption of this Agreement by the affirmative vote of a Unit Majority (as such term is defined in the Existing Partnership Agreement) (the “Partnership Unitholder Approval”), to consummate the transactions contemplated by this Agreementhereby. The execution and delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated by this ET Support Agreement have been duly authorized by all necessary corporate action on the part of the Company and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated by this Agreement, subject, in the case of the Merger, to obtaining the Stockholder Approval. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally or by principles governing the availability of equitable remedies. The Board of Directors of the Company, at a meeting duly called and held at which all directors of the Company were present either in person or by telephone, duly and unanimously (and without any abstentions) adopted resolutions (i) approving and declaring advisable this Agreement, (ii) declaring that it is in the best interests of the Company's stockholders that the Company enter into this Agreement and consummate the Merger on the terms and subject to the conditions set forth in this Agreement, (iii) declaring that the consideration to be paid to the Company's stockholders in the Merger is fair to such stockholders, (iv) directing that this Agreement be submitted to a vote at a meeting of the Company's stockholders to be held as promptly as practicable following the date of this Agreement, (v) recommending that such stockholders adopt this Agreement and (vi) approving the Stockholder Agreement and the transactions contemplated thereby, which resolutions have not been subsequently rescinded, modified or withdrawn in any way. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement hereby and compliance thereby, including the Merger, have been duly and validly authorized by the Company with Partnership Managing GP Board and, except for the provisions of this Agreement will notPartnership Unitholder Approval, conflict with, no other limited partnership proceedings or result in any violation entity 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 equity-holder proceedings on the loss of a benefit under, or result in the creation of any Lien upon any part of the properties Partnership, Partnership GP or assets of the Company or any of its subsidiaries under, (i) the certificate of incorporation or by-laws of the Company or the comparable organizational documents of any of its subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other contract, agreement, obligation, commitment, arrangement, understanding, instrument, permit, concession, franchise, license or similar authorization (each, a "Contract") to which the Company or any of its subsidiaries is a party or otherwise applicable to the Company or any of its subsidiaries Partnership Managing GP or their respective properties equity holders or assets or (iii) subject affiliates are necessary to the governmental filings and other matters referred to in paragraph (b) below, (A) any judgment, order or decree or (B) any statute, law, ordinance, rule or regulation, in each case applicable to the Company or any of its subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations, breaches, defaults, rights, losses or Liens that individually or in the aggregate would not reasonably be expected to (x) have a Material Adverse Effect on the Company, (y) impair in any material respect the ability of the Company to perform its obligations under this Agreement or (z) prevent or materially impede, interfere with, hinder or delay authorize the consummation of the transactions contemplated hereby or thereby. The Partnership Managing GP Board has unanimously, on behalf of the Partnership Managing GP, in its own capacity and in its capacity as the general partner of the Partnership GP, and on behalf of the Partnership GP, (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are in the best interests of the Partnership and its unitholders, (ii) approved and declared advisable this Agreement and the transactions contemplated hereby, including the Merger, (iii) approved the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, including the Merger, (iv) recommended approval and adoption of this Agreement by the holders of Partnership Common Units and (v) directed that this Agreement be submitted to holders of Partnership Common Units for approval and adoption (the “Partnership Recommendation”), which such Partnership Recommendation has not been withdrawn, rescinded or modified in any way as of the entry into this Agreement. The Partnership Unitholder Approval represents the only vote or consent of the holders of any class or series of the Partnership’s equity securities necessary to approve the transactions contemplated hereby. This Agreement and the ET Support Agreement has been duly and validly executed and delivered by the Partnership, Partnership GP and Partnership Managing GP, as applicable, and, assuming this Agreement and the ET Support Agreement constitutes the legal, valid and binding agreement of ET, the Parent, the Parent GP and Merger Sub, as applicable, this Agreement and the ET Support Agreement constitutes the legal, valid and binding agreement of the Partnership, Partnership GP and Partnership Managing GP and is enforceable against the Partnership in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the “Equitable Exceptions”).

Authority; Noncontravention. (a) The Company has all the requisite corporate power and authority to enter into execute and deliver this Agreement and, subject to obtaining only to, if required by law, approval of the Stockholder ApprovalMerger by an affirmative vote of the holders of a majority of the outstanding shares of the Company Common Stock (the "SHAREHOLDER APPROVAL"), to consummate the transactions contemplated by this Agreementhereby. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated by this Agreement hereby have been duly authorized by all necessary corporate action on the part of the Company by the Committee and the Company Board and, other than the Shareholder Approval (if such approval is required by law) and the filing of the Articles of Merger in compliance with the MBCA, no other corporate proceedings on the part of the Company are necessary to authorize approve this Agreement or to consummate the transactions contemplated by this Agreement, subject, in the case of the Merger, to obtaining the Stockholder Approvalhereby. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof by Parent and Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally or by principles governing the availability of equitable remediesterms. The Company Board of Directors of the Company, at a meeting duly called held and held at which all directors of in accordance with the Company were present either in person or by telephoneMBCA, duly has adopted and unanimously (and without any abstentions) adopted resolutions (i) approving and declaring advisable this Agreement, (ii) declaring that it is in the best interests of the Company's stockholders that the Company enter into this Agreement and consummate the Merger on the terms and subject consented to the conditions set forth in this Agreement, (iii) declaring that Recommendation and the consideration to be paid to the Company's stockholders in the Merger is fair to such stockholders, (iv) directing that this Agreement be submitted to a vote Committee at a meeting of duly held and in accordance with the Company's stockholders to be held MBCA has made the Committee Approval. Except as promptly as practicable following set forth on SECTION 3.01(d) OF THE COMPANY DISCLOSURE SCHEDULE, the date of this Agreement, (v) recommending that such stockholders adopt this Agreement and (vi) approving the Stockholder Agreement and the transactions contemplated thereby, which resolutions have not been subsequently rescinded, modified or withdrawn in any way. The execution and delivery of this Agreement do by the Company does not, and the consummation of the transactions contemplated by this Agreement and compliance by the Company with the provisions of this Agreement will not, (i) conflict with, or result in any violation or breach of, any provision of the articles of incorporation or default by-laws (or, if applicable, equivalent organizational documents) of the Company or any of its Subsidiaries, (ii) result in any violation or breach of, or constitute (with or without notice or lapse of time, or both) under, a default (or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a benefit any material benefit) under, or result in the creation of any Lien upon require a consent or waiver under, any of the properties terms, conditions or assets of the Company or any of its subsidiaries under, (i) the certificate of incorporation or by-laws of the Company or the comparable organizational documents provisions of any of its subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease debenture, guarantee, lease, contract or other contract, agreement, obligationdocument, commitment, arrangement, understanding, instrumentundertaking, permit, concession, franchise, license license, instrument or similar authorization obligation, whether oral or written (each, a "ContractCONTRACT") ), to which the Company or any of its subsidiaries Subsidiaries is a party or otherwise by which any of them or any of their properties or assets may be bound, or (iii) conflict with or violate any permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation of or issued by any Governmental Entity (a "LAW") applicable to the Company or any of its subsidiaries or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in paragraph (b) below, (A) any judgment, order or decree or (B) any statute, law, ordinance, rule or regulation, in each case applicable to the Company Subsidiaries or any of its subsidiaries or their respective properties or assets, other than, except in the case of clauses (ii) and (iii), ) above for any such conflicts, violations, breaches, defaults, rightsterminations, losses cancellations, accelerations, losses, consents or Liens waivers that individually or in the aggregate would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Except as set forth on SECTION 3.01(d) OF THE COMPANY DISCLOSURE SCHEDULE, no consent, approval, order or authorization of, or registration, declaration or filing with, any domestic or foreign (xwhether national, federal, state, provincial, local or otherwise) government or political subdivision thereof or any court, administrative agency or commission or other governmental or regulatory authority or agency (whether domestic, foreign or supranational), or any arbitrator or arbitral tribunal (a "GOVERNMENTAL ENTITY"), is required by the Company or any Subsidiary of the Company in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the transactions contemplated hereby or compliance with the provisions hereof, except for any such consents, approvals, orders, authorizations, registrations, declarations and filings that if not made or obtained, as the case may be, would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect on the Company, (y) impair in any material respect the ability of the Company or to perform its obligations under this Agreement or (z) prevent or materially impede, interfere with, hinder or delay the consummation of the transactions contemplated by Offer or the Merger or otherwise materially impair or delay the Company's performance of its obligations under this Agreement.

Authority; Noncontravention. (a) The Company Buyer has all requisite corporate power and authority to enter into this Agreement and, subject and the other Transaction Documents to obtaining the Stockholder Approval, which they are parties and to consummate the transactions contemplated by this Agreementhereby and thereby. The execution and delivery of this Agreement by and the Company other Transaction Documents to which they are parties and the consummation by the Company of the transactions contemplated by this Agreement hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated by this Agreement, subject, in the case of the Merger, to obtaining the Stockholder ApprovalBuyer. This Agreement has been and the other Transaction Documents to which they are parties, when executed and delivered, will be duly executed and delivered by Buyer and constitutes the Company and, assuming the due authorization, execution and delivery by Parent and Sub, constitutes a legal, valid and binding obligation of the Company, Buyer enforceable against the Company Buyer in accordance with its terms except insofar as enforceability may be limited by terms, subject only to the effect, if any, of (i) applicable bankruptcy, insolvency, reorganization, moratorium or bankruptcy and other similar laws affecting creditors' the rights of creditors generally or by principles and (ii) rules of law governing the availability of specific performance, injunctive relief and other equitable remedies. The Board Buyer’s board of Directors of the Companydirectors, at a meeting by resolutions duly called and held at which all directors of the Company were present either in person or by telephone, duly and unanimously adopted (and without any abstentionsnot thereafter modified or rescinded) by the unanimous vote of Buyer’s board of directors, has approved and adopted resolutions (i) approving this Agreement and declaring advisable the other Transaction Documents to which Buyer is a party and approved the Share Exchange and the other transactions contemplated hereby and thereby, determined that this Agreement, (ii) declaring that it the other Transaction Documents to which Buyer is a party and the terms and conditions of the Share Exchange and this Agreement and the other Transaction Documents to which Buyer is a party are advisable and in the best interests of Buyer and its stockholders. Such Buyer board approval is the Company's stockholders that the Company enter into this Agreement and consummate the Merger on the terms and subject only corporate consent necessary to the conditions set forth in this Agreement, (iii) declaring that the consideration to be paid to the Company's stockholders in the Merger is fair to such stockholders, (iv) directing that this Agreement be submitted to a vote at a meeting of the Company's stockholders to be held as promptly as practicable following the date of this Agreement, (v) recommending that such stockholders adopt this Agreement and (vi) approving the Stockholder Agreement and the transactions contemplated thereby, which resolutions have not been subsequently rescinded, modified or withdrawn in any way. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance by the Company with the provisions 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, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company or any of its subsidiaries under, (i) the certificate of incorporation or by-laws of the Company or the comparable organizational documents of any of its subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other contract, agreement, obligation, commitment, arrangement, understanding, instrument, permit, concession, franchise, license or similar authorization (each, a "Contract") Transaction Documents to which the Company or any of its subsidiaries Buyer is a party or otherwise applicable and approve the Share Exchange pursuant to the Company or any of its subsidiaries or their respective properties or assets or (iii) subject to the governmental filings Delaware Law and other matters referred to in paragraph (b) below, (A) any judgment, order or decree or (B) any statute, law, ordinance, rule or regulation, in each case applicable to the Company or any of its subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations, breaches, defaults, rights, losses or Liens that individually or in the aggregate would not reasonably be expected to (x) have a Material Adverse Effect on the Company, (y) impair in any material respect the ability of the Company to perform its obligations under this Agreement or (z) prevent or materially impede, interfere with, hinder or delay the consummation of the transactions contemplated by this AgreementLegal Requirements.

Authority; Noncontravention. (a) The Company has all requisite corporate power and authority to enter into execute and deliver this Agreement and, subject to obtaining receipt of the Company Stockholder ApprovalApproval if required by applicable Law to consummate the Merger, to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of the Company and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated by this Agreement, subject, in Agreement (other than the case obtaining of the Company Stockholder Approval for the Merger, to obtaining the Stockholder Approvalif required by applicable Law). This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Subeach of the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally or by principles governing the availability of equitable remediesterms. The Board of Directors of the CompanyCompany has unanimously, by resolutions duly adopted at a meeting duly called and held at which all directors of the Company were present either in person or by telephone, duly and unanimously (and without any abstentions) adopted resolutions (i) approving and declaring advisable approved this Agreement, (ii) declaring that it is and declared this Agreement, the Offer, the Merger and the transactions contemplated by this Agreement advisable, fair to and in the best interests of the Company's stockholders Company and the Company Stockholders, and (ii) resolved to recommend that the Company enter into this Agreement and consummate Stockholders accept the Merger on the terms and subject to the conditions set forth in this AgreementOffer, (iii) declaring that the consideration to be paid to the Company's stockholders Company Stockholders tender their shares of Company Common Stock in the Offer to Merger is fair to such stockholdersSub, (iv) directing and that this Agreement be submitted to a vote at a meeting of the Company's stockholders to be held as promptly as practicable following the date of this Agreement, (v) recommending that such stockholders Company Stockholders approve and adopt this Agreement and (vi) approving the Stockholder Agreement and Merger to the transactions contemplated therebyextent required by applicable Law. Subject to Section 4.02, which resolutions have the Board of Directors has not been subsequently rescinded, modified or withdrawn such resolutions in any way. The execution and delivery of this Agreement by the Company do not, and the consummation by the Company of the Offer and the Merger and the other transactions contemplated by this Agreement and compliance by the Company with the provisions 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, or both) under, or give rise to a right of of, or result in, termination, modification, cancellation or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Lien in or upon any of the properties or other assets of the Company or any of its subsidiaries Subsidiaries under, (ix) the certificate of incorporation Company Certificate or by-laws of the Company Bylaws or the comparable organizational documents of any of its subsidiariesSubsidiaries, (iiy) any loan or credit agreement, bond, debenture, note, bond, mortgage, indenture, lease lease, supply agreement, license agreement, development agreement or other contract, agreement, obligation, commitment, arrangement, understanding, instrument, permit, concession, franchise, license commitment or similar authorization instrument (each, including all amendments thereto, a "“Contract") ”), to which the Company or any of its subsidiaries Subsidiaries is a party or otherwise applicable to the Company or any of its subsidiaries or their respective properties or other assets is subject or (iiiz) subject to the obtaining of the Company Stockholder Approval if required by applicable Law and the governmental filings and other matters referred to in paragraph (b) belowthe following sentence, any (A) any judgment, order or decree or (B) any statute, law, ordinance, rule or regulationregulation (domestic or foreign) issued, in each case promulgated or entered into by or with any Governmental Entity (each, a “Law”) applicable to the Company or any of its subsidiaries Subsidiaries or any of their respective properties or other assets or (B) order, writ, injunction, decree, judgment or stipulation issued, promulgated or entered into by or with any Governmental Entity (each, an “Order”) applicable to the Company or any of its Subsidiaries or their respective properties or other assets, other than, in the case of clauses (iiy) and (iiiz), any such conflicts, violations, breaches, defaults, rightsrights of termination, modification, cancellation or acceleration, losses or Liens that individually or in the aggregate have not had and would not reasonably be expected to (A) have a Material Adverse Effect, (B) impair in any material respect the ability of the Company to perform its obligations under this Agreement or (C) prevent or materially impede, interfere with, hinder or delay the consummation of any of the transactions contemplated by this Agreement. 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 organized securities exchange (each, a “Governmental Entity”) is required by or with respect to the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement by the Company or the consummation of the Offer, the Merger or the other transactions contemplated by this Agreement, except for (1) (A) the filing of a premerger notification and report form by the Company under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (the “HSR Act”) and the termination of the waiting period required thereunder and (B) the receipt, termination or expiration, as applicable, of approvals or waiting periods required under any other applicable Antitrust Law, (2) applicable requirements of the Exchange Act, and state securities takeover and “blue sky” laws, as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (3) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (4) any filings with and approvals of the NYSE and (5) such other consents, approvals, orders, authorizations, actions, registrations, declarations and filings the failure of which to be obtained or made individually or in the aggregate has not had and would not reasonably be expected to (x) have a Material Adverse Effect on the CompanyEffect, (y) impair in any material respect the ability of the Company to perform its obligations under this Agreement or (z) prevent or materially impede, interfere with, hinder or delay the consummation of any of the transactions contemplated by this Agreement.

Authority; Noncontravention. (a) The Each of the Company and Radio --------------------------- Broadcasting has all requisite corporate power and authority to enter into this Agreement and, subject to obtaining the Company Stockholder Approval, to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by each of the Company and Radio Broadcasting and the consummation by the Company each of them of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of the Company and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated by this AgreementRadio Broadcasting, subject, in the case of the consummation of the Merger, to obtaining the Company Stockholder Approval. The Company has executed a written consent as stockholder of Radio Broadcasting approving the Merger and this Agreement, and such written consent is the only vote of any stockholders of Radio Broadcasting required in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and Radio Broadcasting and, assuming this Agreement constitutes the due authorization, execution valid and delivery by Parent and Subbinding agreement of Evergreen, constitutes a legal, valid and binding obligation of each of the CompanyCompany and Radio Broadcasting, enforceable against the Company each of them in accordance with its terms except insofar as enforceability that the enforcement thereof may be limited by applicable (a) bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' now or hereafter in effect relating to creditor's rights generally or by principles governing the availability of equitable remedies. The Board of Directors of the Company, at a meeting duly called and held at which all directors of the Company were present either in person or by telephone, duly and unanimously (and without any abstentions) adopted resolutions (i) approving and declaring advisable this Agreement, (ii) declaring that it is in the best interests of the Company's stockholders that the Company enter into this Agreement and consummate the Merger on the terms and subject to the conditions set forth in this Agreement, (iii) declaring that the consideration to be paid to the Company's stockholders in the Merger is fair to such stockholders, (iv) directing that this Agreement be submitted to a vote at a meeting of the Company's stockholders to be held as promptly as practicable following the date of this Agreement, (v) recommending that such stockholders adopt this Agreement and (vib) approving the Stockholder Agreement and the transactions contemplated thereby, which resolutions have not been subsequently rescinded, modified general principles of equity (regardless of whether enforceability is considered in a proceeding at law or withdrawn in any wayequity). The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance by the Company with the provisions of this Agreement will notnot (i) conflict with any of the provisions of the Certificate of Incorporation or Bylaws of the Company or the comparable documents of any subsidiary of the Company, (ii) subject to the governmental filings and other matters referred to in the following sentence, conflict with, or result in any violation or a breach of, 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 require the creation consent of any Lien upon any of the properties or assets of the Company or any of its subsidiaries person under, (i) the certificate of incorporation or by-laws of the Company or the comparable organizational documents of any of its subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other contract, agreement, obligation, commitment, arrangement, understanding, instrument, permit, concession, franchise, license or similar authorization (each, a "Contract") instrument or undertaking to which the Company or any of its subsidiaries is a party or otherwise applicable to by which the Company or any of its subsidiaries or any of their assets is bound or affected, (iii) except as may be the case with respect to Dissenting Shares, result in an obligation by the Company, the Surviving Corporation or any of their respective properties subsidiaries to redeem, repurchase or assets retire (or offer to redeem, repurchase or retire) any outstanding debt (other than Radio Broadcasting's senior credit facility) or equity security of the Company, the Surviving Corporation or any of their respective subsidiaries, or (iiiiv) subject to the governmental filings and other matters referred to in paragraph the following sentence, contravene any law, rule or regulation of any state or of the United States or any political subdivision thereof or therein, or any order, writ, judgment, injunction, decree, determination or award currently in effect, except for (bx) belowbreaches with respect to the Radio Broadcasting's senior credit facility, (Ay) breaches resulting from the Surviving Corporation's ownership of radio stations in certain markets where such ownership may be in excess of the numerical limits imposed on local multiple radio station ownership under the 1996 Telecom Act or where such ownership otherwise may be subject to challenge by any judgment, order Governmental Entity under any antitrust or decree or (B) any statute, similar law, ordinance, rule or regulation, in each case applicable to the Company or any of its subsidiaries or their respective properties or assets(z) breaches that, other than, in the case of clauses (ii) and (iii), any such conflicts, violations, breaches, defaults, rights, losses or Liens that individually or in the aggregate would aggregate, could not reasonably be expected to (x) have a Company Material Adverse Effect on or to materially hinder the Company's and Radio Broadcasting's ability to consummate the transactions contemplated by this Agreement. No consent, (y) impair in approval or authorization of, or declaration or filing with, or notice to, any material Governmental Entity which has not been received or made is required by or with respect the ability of to the Company to perform its obligations under or Radio Broadcasting in connection with the execution and delivery of this Agreement by the Company and Radio Broadcasting or (z) prevent or materially impede, interfere with, hinder or delay the consummation by the Company and Radio Broadcasting of any of the transactions contemplated by this Agreement, except for (i) the filing of premerger notification and report forms under the HSR Act with respect to the Merger, (ii) such filing with and approvals required by the FCC under the Communications Act including those required in connection with the transfer of the Company FCC Licenses (as defined in Section 3.9) for the operation of the Company Licensed Facilities (as defined in Section 3.9), (iii) the Joint Proxy Statement relating to the Company Stockholder Approval and such reports under the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement, and (iv) the filing of the certificate of merger with the Delaware Secretary of State, and appropriate documents with the relevant authorities of the other states in which the Company and Radio Broadcasting are qualified to do business.

Authority; Noncontravention. (a) The Company Sprint has all the requisite corporate power and authority authority, and Sprint L.P. has the requisite power and authority, to enter into this Agreement and, subject to obtaining and the Stockholder Approval, Ancillary Agreements and to consummate the transactions contemplated by this AgreementAgreement and the Ancillary Agreements. The execution and delivery by Sprint and Sprint L.P. of this Agreement by the Company and each Ancillary Agreement to which it is a party and the consummation by the Company it of the transactions contemplated by this Agreement and the Ancillary Agreements have been duly authorized by all necessary corporate action on the part of the Company and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated by this Agreement, subjectby, in the case of Sprint, all necessary corporate action, and in the Mergercase of Sprint L.P., to obtaining all necessary action of the Stockholder Approvallimited partnership and its general partner. This Agreement has and the Ancillary Agreements to which Sprint or Sprint L.P. is party have been duly executed and delivered by the Company Sprint and Sprint L.P. and, assuming this Agreement and the due authorization, execution and delivery by Parent and Sub, constitutes a legal, Ancillary Agreements constitute the valid and binding obligation agreements of the Company, Newco and Newco Sub, constitute valid and binding obligations enforceable against the Company Sprint and Sprint L.P. in accordance with its terms their respective terms, except insofar as enforceability to the extent that the enforcement of this Agreement or the Ancillary Agreements may be limited by applicable (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting now or hereafter in effect relating to creditors' rights generally or by principles governing the availability of equitable remedies. The Board of Directors of the Companygenerally, at a meeting duly called and held at which all directors of the Company were present either in person or by telephone, duly and unanimously (and without any abstentions) adopted resolutions (i) approving and declaring advisable this Agreement, (ii) declaring that it general principles of equity regardless of whether enforceability is considered in the best interests of the Company's stockholders that the Company enter into this Agreement and consummate the Merger on the terms and subject to the conditions a proceeding in equity or at law. Except as set forth in this Agreementon Schedule 3.03(c), (iii) declaring that the consideration to be paid to the Company's stockholders in the Merger is fair to such stockholders, (iv) directing that this Agreement be submitted to a vote at a meeting of the Company's stockholders to be held as promptly as practicable following the date of this Agreement, (v) recommending that such stockholders adopt this Agreement and (vi) approving the Stockholder Agreement and the transactions contemplated thereby, which resolutions have not been subsequently rescinded, modified or withdrawn in any way. The execution and delivery of this Agreement do and the Ancillary Agreements by Sprint and Sprint L.P. did not, and the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements and compliance by the Company with the provisions of this the Marketing Agreement and the Network Agreement without obtaining the consent of any third party will not, conflict with, or 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 by Sprint, Sprint L.P. or any of Sprint's Significant Subsidiaries, of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company Sprint or any of its subsidiaries Sprint L.P. under, (i) the certificate of incorporation or by-laws bylaws of the Company Sprint or the comparable charter or organizational documents of Sprint L.P. or any of its subsidiariesSprint's Significant Subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other contract, agreement, obligation, commitment, arrangement, understanding, instrument, permitpermit or license applicable to Sprint, concession, franchise, license or similar authorization (each, a "Contract") to which the Company Sprint L.P. or any of its subsidiaries is a party or otherwise applicable to the Company or any of its subsidiaries Sprint's Significant Subsidiaries or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in paragraph (b) belowthe following sentence, (A) any judgment, order or decree or (B) any order, decree, statute, law, ordinance, rule or regulation, in each case regulation applicable to the Company Sprint, Sprint L.P. or any of its subsidiaries Sprint's Significant Subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations, breaches, defaults, rights, losses rights or Liens that individually or in the aggregate would not reasonably be expected to (x) have a Material Adverse Effect on the CompanySprint, Sprint L.P. and Sprint's Subsidiaries, taken as a whole, (y) materially impair in any material respect the ability of the Company Sprint or Sprint L.P. to perform its their respective obligations under this Agreement or any Ancillary Agreement to which it is a party or (z) prevent or materially impede, interfere with, hinder or delay the consummation of any of the transactions contemplated by this Agreement or any of the Ancillary Agreements. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to Sprint or Sprint L.P. or any of Sprint's Significant Subsidiaries in connection with the execution and delivery of this Agreement and the Ancillary Agreements or the consummation by Sprint or Sprint L.P. of the transactions contemplated by this Agreement and the Ancillary Agreements, except for (i) the filing of a premerger notification and report form by Sprint or Sprint L.P. under the HSR Act and the expiration of the applicable waiting period or early termination thereof and, (ii) the filing with the SEC of (x) a tender offer statement on Schedule 14D-1 and (y) such reports under Sections 12 and 13(a) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Agreements and the transactions contemplated by this Agreement and the Ancillary Agreements, and (iii) such other consents, approvals, orders, authorizations, registrations, declarations and filings as are set forth on Schedule 3.03(c).

Authority; Noncontravention. (a) The Each of the Company and each of its Subsidiaries has all the requisite corporate power and authority to enter into this Agreement and, subject to obtaining the Company Stockholder ApprovalApproval in the case of the Agreement, to consummate the transactions contemplated by this Agreementhereby. The execution and delivery of this Agreement by the Company and each of its Subsidiaries and the consummation by the Company and each of its Subsidiaries of the transactions contemplated by this Agreement hereby have been duly authorized by all necessary corporate action on the part of the Company and no other corporate proceedings on the part each of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated by this Agreementits Subsidiaries, subject, in the case of the Mergerthis Agreement, to obtaining the Company Stockholder Approval. This Agreement has been duly executed and delivered by the Company and, and each of its Subsidiaries and (assuming the due authorization, execution and delivery by Parent and Merger Sub, ) constitutes a legal, valid and binding obligation of the CompanyCompany and each of its Subsidiaries, enforceable against the Company and each of its Subsidiaries in accordance with its terms except insofar as enforceability may be limited by applicable respective terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or and other similar laws affecting creditors' rights generally generally, general equitable principles (whether considered in a proceeding in equity or by principles governing the availability at law) and an implied covenant of equitable remediesgood faith and fair dealing. The Board of Directors of the Company, at a meeting duly called and held at which all directors Except as set forth in Section 3.01(d) of the Company were present either in person or by telephoneDisclosure Schedule, duly and unanimously (and without any abstentions) adopted resolutions (i) approving and declaring advisable this Agreement, (ii) declaring that it is in the best interests of the Company's stockholders that the Company enter into this Agreement and consummate the Merger on the terms and subject to the conditions set forth in this Agreement, (iii) declaring that the consideration to be paid to the Company's stockholders in the Merger is fair to such stockholders, (iv) directing that this Agreement be submitted to a vote at a meeting of the Company's stockholders to be held as promptly as practicable following the date of this Agreement, (v) recommending that such stockholders adopt this Agreement and (vi) approving the Stockholder Agreement and the transactions contemplated thereby, which resolutions have not been subsequently rescinded, modified or withdrawn in any way. The execution and delivery of this Agreement do does not, and the consummation by the Company and each of its Subsidiaries of the transactions contemplated by this Agreement and compliance by the Company and each of its Subsidiaries with the provisions of this Agreement will hereof shall not, conflict with, or result in any breach or violation or breach of, or any default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of of, or a "put" right with respect to any obligation under, or to the a loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company or any of its subsidiaries Subsidiaries under, (i) the certificate Certificate of incorporation Incorporation or byBy-laws of the Company laws, or the comparable charter or organizational documents of any of its subsidiariesSubsidiaries, (ii) any loan or credit agreement, note, note purchase agreement, bond, mortgage, indenture, lease or other contract, agreement, obligation, commitment, arrangement, understanding, instrument, permit, concession, franchise, franchise or license or similar authorization (each, a "Contract") to which the Company or any of its subsidiaries is a party or otherwise applicable to the Company or any of its subsidiaries Subsidiaries or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in paragraph (b) belowthe following sentence, (A) any judgment, order or decree or (B) any order, decree, statute, law, ordinance, rule rule, regulation or regulation, in each case arbitration award applicable to the Company or any of its subsidiaries Subsidiaries or their respective properties or assets. No consent, approval, order or authorization of, or registration, declaration or filing with, or notice to, any federal, state or local government or any court, administrative agency or commission or other thangovernmental authority or agency, in the case of clauses domestic or foreign (ii) and (iiia "Governmental Entity"), any such conflicts, violations, breaches, defaults, rights, losses is required by or Liens that individually or in the aggregate would not reasonably be expected with respect to (x) have a Material Adverse Effect on the Company, (y) impair in any material respect the ability of the Company to perform or any of its obligations under Subsidiaries in connection with the execution and delivery of this Agreement by the Company or (z) prevent or materially impede, interfere with, hinder or delay the consummation by the Company of the transactions contemplated hereby or the performance by the Company and each of its Subsidiaries of their respective obligations hereunder, except for (i) such filings, if any, as may be required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act") and the filing of applications by the Company pursuant to antitrust or similar laws in such foreign jurisdictions as necessary, (ii) the filing with 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 "Stockholder Statement") and (B) such reports under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as may be required in connection with this AgreementAgreement and the transactions contemplated hereby and (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 or any of its Subsidiaries is qualified to do business.

Authority; Noncontravention. (a) The Company Each of the Company, the Retained Subsidiaries and the GBC Companies has all the requisite corporate or other power and authority to enter into this execute, deliver and perform each Transaction Agreement and, subject to obtaining the Stockholder Approval, which it is or will be a party and to consummate the transactions contemplated by this Agreement. The execution thereby (other than, with respect to the Merger, the approval and delivery adoption of this Agreement by the affirmative vote of the holders of a majority of the voting power of all outstanding shares of Company Class A Common Stock and Company Class B Common Stock, voting together as a single class, at the Company Stockholders Meeting (the "Company Stockholder Approval"), and, with respect to the Company Distribution, formal declaration of the Company Distribution by the Company's Board of Directors). The execution, delivery and performance by the Company and GBC of each Transaction Agreement and the consummation by the Company and GBC of the Restructuring, the Company Distribution and the Merger and of the other transactions contemplated by this Agreement thereby have been duly authorized by all necessary corporate action on the part of the Company and GBC, and no other corporate proceedings on the part of the Company or GBC are necessary to authorize this any Transaction Agreement or for the Company or GBC to consummate the Restructuring, the Company Distribution, the Merger or the other transactions so contemplated (other than, with respect to the Merger, the Company Stockholder Approval, and, with respect to the Company Distribution, formal declaration of the Company Distribution by the Company's Board of Directors). The execution, delivery and performance by each Retained Subsidiary and each GBC Subsidiary of each Transaction Agreement to which it will be a party and the consummation by it of the transactions contemplated thereby has been, or prior to the execution and delivery of the Distribution Agreement will be, duly authorized by all necessary corporate or other action on the part of such entity and all necessary action on the part of its stockholders, if required, and no other corporate or other proceedings on the part of such entity are or will be necessary to authorize any Transaction Agreement to which it will be a party or for it to consummate the transactions contemplated by this Agreement, subject, in the case of the Merger, to obtaining the Stockholder Approvalso contemplated. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution this Agreement constitutes a valid and delivery by binding obligation of Parent and Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally or by principles governing the availability of equitable remediesterms. The Board of Directors of Each Transaction Agreement (other than this Agreement) to which the Company, at any Retained Subsidiary or any GBC Company will be a meeting duly called party when executed and held at which all directors delivered will, assuming that such Transaction Agreement will constitute a valid and binding obligation of Parent, if Parent will be a party thereto, constitute a valid and binding obligation of such entity, enforceable against such entity in accordance with its terms. Except as set forth in Section 4.01(d) of the Company were present either in person or by telephoneDisclosure Schedule, duly and unanimously (and without any abstentions) adopted resolutions (i) approving and declaring advisable this Agreement, (ii) declaring that it is in the best interests none of the Company's stockholders that the Company enter into this Agreement and consummate the Merger on the terms and subject to the conditions set forth in this Agreementexecution, (iii) declaring that the consideration to be paid to delivery or performance by the Company's stockholders in , the Merger Retained Subsidiaries and the GBC Companies of each Transaction Agreement to which any of them is fair to such stockholders, (iv) directing that this Agreement or will be submitted to a vote at a meeting of party or the consummation by the Company's stockholders to be held as promptly as practicable following , the date of this Agreement, (v) recommending that such stockholders adopt this Agreement and (vi) approving the Stockholder Agreement Retained Subsidiaries and the transactions contemplated thereby, which resolutions have not been subsequently rescinded, modified or withdrawn in any way. The execution and delivery of this Agreement do not, and the consummation GBC Companies of the transactions contemplated by this Agreement and compliance by the Company with the provisions of this Agreement thereby will not, conflict with, or result in any a 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, amendment, cancellation or acceleration of any obligation or to the loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company Company, any Retained Subsidiary or any of its subsidiaries GBC Company under, (i) the Restated Certificate of Incorporation or Restated By-laws of the Company or the certificate of incorporation or by-laws of the Company (or the comparable organizational documents documents) of any of its subsidiariesRetained Subsidiary or any GBC Company, (ii) any loan of the terms, conditions or credit agreement, provisions of any note, bond, mortgage, indenture, lease or other lease, contract, agreement, obligation, commitment, arrangement, understanding, instrumentcommitment or other arrangement (a "Contract") or of any license, franchise, permit, concession, franchisecertificate of authority, license order, approval, application or similar authorization registration from, of or with a Governmental Entity (each, as defined below) (a "ContractPermit") to which the Company Company, any Retained Subsidiary or any of its subsidiaries GBC Company is a party or otherwise applicable to the Company or by which any of its subsidiaries or their respective properties or assets may be bound or (iii) subject to the governmental filings and other matters referred to in paragraph (b) belowthe following sentence, (A) any judgment, order or decree or (B) any order, decree, statute, law, ordinance, rule or regulation, in each case regulation applicable to the Company Company, any Retained Subsidiary or any of its subsidiaries GBC Company or their respective properties or assets, other than, in the case of clauses (ii) and (iii), than any such conflicts, violations, breaches, defaults, rights, losses rights or Liens that individually or in the aggregate would not reasonably be expected (A) relating to (x) have Contracts the parties to which consist solely of Parent or any of its subsidiaries, on the one hand, and the Company or any of its subsidiaries, on the other hand, and (y) Contracts executed by Parent or one of its subsidiaries on behalf of the Company or a Material Adverse Effect on subsidiary of the Company, and (yB) impair in any material respect the ability case of the Company to perform its obligations under this Agreement or clause (zii) prevent or materially impede, interfere with, hinder or delay the consummation of the transactions contemplated by this Agreement.or

Authority; Noncontravention. (a) The Company Each of Parent and Sub has all the requisite corporate power and authority to enter into this execute, deliver and perform each Transaction Agreement and, subject to obtaining the Stockholder Approval, which it is or will be a party and to consummate the transactions contemplated by this Agreementthereby. The execution execution, delivery and delivery performance by Parent and Sub of this each Transaction Agreement by the Company to which it is or will be a party and the consummation by the Company Parent and Sub of the transactions contemplated by this Agreement thereby have been duly authorized by all necessary corporate action on the part of the Company Parent and Sub, and no other corporate proceedings on the part of the Company Parent or Sub are necessary to authorize this any Transaction Agreement to which it is or will be a party or for Parent or Sub to consummate the transactions so contemplated (other than, if required by this Agreementthe applicable rules of the NYSE, subject, the affirmative vote of the holders of a majority of the votes cast at the Parent Shareholders Meeting to authorize the issuance of Parent Common Stock in the case of connection with the Merger, provided that the total number of votes cast at the Parent Shareholders Meeting on the proposal represents more than 50% of the outstanding shares of Parent Common Stock entitled to obtaining vote generally in an annual election of directors (the Stockholder "Parent Shareholder Approval")). This Agreement has been duly executed and delivered by Parent and Sub and the Company Stockholder Agreement has been duly executed and delivered by Parent and, assuming this Agreement and the due authorization, execution and delivery by Parent and Sub, constitutes Stockholder Agreement constitute a legal, valid and binding obligation of the CompanyCompany or the Principal Stockholders, as applicable, each constitutes a valid and binding obligation of Parent and Sub, as applicable, enforceable against the Company Parent and Sub, as applicable, in accordance with its terms except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally or by principles governing the availability of equitable remediesterms. The Board of Directors of the Company, at a meeting duly called and held at which all directors of the Company were present either in person or by telephone, duly and unanimously Each Transaction Agreement (and without any abstentions) adopted resolutions (i) approving and declaring advisable this Agreement, (ii) declaring that it is in the best interests of the Company's stockholders that the Company enter into other than this Agreement and consummate the Merger on the terms Stockholder Agreement) to which Parent will be a party when executed and subject to the conditions set forth delivered will, assuming that 47 43 such Transaction Agreement will constitute a valid and binding obligation of each Retained Company or GBC Company party thereto, constitute a valid and binding obligation of Parent, enforceable against Parent in this Agreement, (iii) declaring that the consideration to be paid to the Company's stockholders in the Merger is fair to such stockholders, (iv) directing that this Agreement be submitted to a vote at a meeting accordance with its terms. None of the Company's stockholders execution, delivery or performance by Parent and Sub of each Transaction Agreement to which either of them is or will be held as promptly as practicable following the date of this Agreement, (v) recommending that such stockholders adopt this Agreement and (vi) approving the Stockholder Agreement and the transactions contemplated thereby, which resolutions have not been subsequently rescinded, modified a party or withdrawn in any way. The execution and delivery of this Agreement do not, and the consummation by Parent and Sub of the transactions contemplated by this Agreement and compliance by the Company with the provisions of this Agreement thereby will not, conflict with, or result in any a 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, amendment, cancellation or acceleration of any obligation or to the loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company Parent, Sub or any of its Parent's other subsidiaries under, (i) the Restated Articles of Incorporation or By-laws of Parent, the Certificate of Incorporation or By-laws of Sub or the certificate of incorporation or by-laws of the Company (or the comparable organizational documents documents) of any of its subsidiariessuch other subsidiary, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease lease, contract or other contract, agreement, obligation, commitment, arrangement, understanding, instrument, permit, concessionlicense, franchise, license permit or similar authorization (each, a "Contract") to which the Company or any of its subsidiaries is a party or otherwise concession applicable to the Company Parent, Sub or any of its subsidiaries such other subsidiary or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in paragraph (b) belowthe following sentence, (A) any judgment, order or decree or (B) any order, decree, statute, law, ordinance, rule or regulation, in each case regulation applicable to the Company Parent, Sub or any of its subsidiaries such other subsidiary or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations, breaches, defaults, rights, losses rights or Liens that individually or in the aggregate would not reasonably be expected to (x) have a Material Adverse Effect material adverse effect on the CompanyParent and its subsidiaries, (y) impair in any material respect the ability of Parent and Sub to consummate the Company transactions contemplated by, or to perform its satisfy their obligations under this Agreement under, the Transaction Agreements or (z) delay in any material respect or prevent or materially impede, interfere with, hinder or delay the consummation of any of the transactions contemplated by this Agreementthe Transaction Agreements. Except for consents, approvals, orders, authorizations, registrations, declarations or filings as may be required under, and other applicable requirements of, the Exchange Act, the Securities Act, the HSR Act and any foreign competition laws, filings under state securities or "blue sky" laws, filings with 48 44 the NYSE, approvals of and filings with the FCC under the Communications Act and 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 jurisdictions in which the Company is qualified to do business and other consents, approvals, orders, authorizations, registrations, declarations, filings and agreements expressly provided for in the Transaction Agreements, no consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to Parent or Sub in connection with the execution, delivery or performance by Parent and Sub of each Transaction Agreement to which either of them is or will be a party or the consummation by Parent and Sub of the transactions contemplated thereby (except where the failure to obtain such consents, approvals, orders or authorizations, or to make such registrations, declarations or filings, would not, individually or in the aggregate, have a material adverse effect on Parent and its subsidiaries or impair the ability of Parent and Sub to consummate the transactions contemplated by, or to satisfy their obligations under, the Transaction Agreements).

Authority; Noncontravention. (a) The Company Each Seller has all requisite corporate power and authority to enter into execute and deliver this Agreement and, subject to obtaining and the Stockholder Approval, Related Documents and to consummate the transactions contemplated by this AgreementContemplated Transactions. The execution and delivery of this Agreement and the Related Documents by the Company Sellers and the consummation by the Company Sellers of the transactions contemplated by this Agreement Contemplated Transactions have been duly authorized by all necessary corporate action on the part of the Company Sellers and no other corporate proceedings on the part of the Company Sellers are necessary to authorize this Agreement Agreement, the Related Documents or to consummate the transactions contemplated by Contemplated Transactions. Each of this Agreement, subject, in Agreement and the case of the Merger, to obtaining the Stockholder Approval. This Agreement Related Documents has been duly executed and delivered by the Company each Seller and, assuming the due authorization, execution and delivery by Parent and SubBuyer, constitutes a legal, valid and binding obligation of the Companyeach Seller, enforceable against the Company each Seller in accordance with its terms except insofar as enforceability may be limited by applicable terms, subject to bankruptcy, insolvency, reorganizationmoratorium, moratorium reorganization or similar laws Laws affecting creditors' the rights of creditors generally or by principles governing and the availability of equitable remedies. The Board of Directors of the Company, at a meeting duly called and held at which all directors of the Company were present either in person or by telephone, Seller Boards duly and unanimously (and without any abstentions) adopted resolutions (ia) approving and declaring advisable this Agreement, the other Related Documents, the Acquisition and the other Contemplated Transactions and (iib) declaring that it is in the best interests of the Company's stockholders stockholder(s) or member(s), as applicable, of each Seller that the Company Sellers enter into this Agreement and the Related Documents and consummate the Merger Contemplated Transactions on the terms and subject to the conditions set forth in this Agreement, (iii) declaring that the consideration to be paid to the Company's stockholders in the Merger is fair to Agreement or such stockholders, (iv) directing that this Agreement be submitted to a vote at a meeting of the Company's stockholders to be held as promptly as practicable following the date of this Agreement, (v) recommending that such stockholders adopt this Agreement and (vi) approving the Stockholder Agreement and the transactions contemplated therebyRelated Documents, which resolutions have not been subsequently rescinded, modified or withdrawn in any way. The execution and No stockholder, member, or other equity holder approval is required on behalf of any Seller for the execution, delivery or performance of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance by the Company with the provisions 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, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company or any of its subsidiaries under, (i) the certificate of incorporation or by-laws of the Company or the comparable organizational documents of any of its subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other contract, agreement, obligation, commitment, arrangement, understanding, instrument, permit, concession, franchise, license or similar authorization (each, a "Contract") to which the Company or any of its subsidiaries is a party or otherwise applicable to the Company or any of its subsidiaries or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in paragraph (b) below, (A) any judgment, order or decree or (B) any statute, law, ordinance, rule or regulation, in each case applicable to the Company or any of its subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations, breaches, defaults, rights, losses or Liens that individually or in the aggregate would not reasonably be expected to (x) have a Material Adverse Effect on the Company, (y) impair in any material respect the ability of the Company to perform its obligations under this Agreement or (z) prevent or materially impede, interfere with, hinder or delay the consummation of the transactions contemplated by this AgreementRelated Document.

Authority; Noncontravention. (a) The Company Each of Newco and Newco Sub has all the requisite corporate power and authority to enter into this Agreement and the Ancillary Agreements and, subject subject, with respect to obtaining consummation of the Stockholder ApprovalMerger, to approval of the Merger by the stockholders of the Company, Newco and Newco Sub in accordance with the DGCL, to consummate the transactions contemplated by this AgreementAgreement and the Ancillary Agreements. The Except as set forth on Schedule 3.02(b), the execution and delivery by each of Newco and Newco Sub of this Agreement by the Company and each Ancillary Agreement to which it is a party and the consummation by the Company each of them of the transactions contemplated by this Agreement and the Ancillary Agreements have been duly authorized by all necessary corporate action on the part of the Company Newco and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated by this AgreementNewco Sub, respectively, subject, in the case with respect to consummation of the Merger, to obtaining prior approval of the Stockholder ApprovalMerger by the stockholders of the Company, Newco and Newco Sub in accordance with DGCL. This Agreement has and the Ancillary Agreements to which it is party have been duly executed and delivered by the Company each of Newco and Newco Sub and, assuming subject, with respect to consummation of the due authorizationMerger, execution and delivery to prior approval of the Merger by Parent and Sub, constitutes a legal, valid and binding obligation the stockholders of the Company, enforceable against the Company Newco and Newco Sub in accordance with its terms DGCL, and assuming this Agreement and the Ancillary Agreements constitute the valid and binding agreements of Sprint and the Company, constitute valid and binding obligations of each of them enforceable against Newco and Newco Sub, respectively, in accordance with their respective terms, except insofar as enforceability to the extent that the enforcement hereof and thereof may be limited by applicable (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting now or hereafter in effect relating to creditors' rights generally or by principles governing the availability of equitable remedies. The Board of Directors of the Companygenerally, at a meeting duly called and held at which all directors of the Company were present either in person or by telephone, duly and unanimously (and without any abstentions) adopted resolutions (i) approving and declaring advisable this Agreement, (ii) declaring that it general principles of equity regardless of whether enforceability is considered in the best interests of the Company's stockholders that the Company enter into this Agreement and consummate the Merger on the terms and subject to the conditions a proceeding in equity or at law. Except as set forth in this Agreementon Schedule 3.02(b), (iii) declaring that the consideration to be paid to the Company's stockholders in the Merger is fair to such stockholders, (iv) directing that this Agreement be submitted to a vote at a meeting of the Company's stockholders to be held as promptly as practicable following the date of this Agreement, (v) recommending that such stockholders adopt this Agreement and (vi) approving the Stockholder Agreement and the transactions contemplated thereby, which resolutions have not been subsequently rescinded, modified or withdrawn in any way. The execution and delivery of this Agreement do and the Ancillary Agreements by Newco and Newco Sub did not, and the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements and compliance by the Company with the provisions of this the Marketing Agreement and the Network Agreement without obtaining the consent of any third party will not, conflict with, or 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 by Newco or Newco Sub of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company Newco or any of its subsidiaries Newco Sub under, (i) the certificate of incorporation or by-laws bylaws of the Company Newco or the comparable organizational documents of any of its subsidiariesNewco Sub, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other contract, agreement, obligation, commitment, arrangement, understanding, instrument, permit, concession, franchise, permit or license or similar authorization (each, a "Contract") to which the Company or any of its subsidiaries is a party or otherwise applicable to the Company Newco or any of its subsidiaries Newco Sub or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in paragraph (b) belowthe following sentence, (A) any judgment, order or decree or (B) any statute, law, ordinance, rule or regulation, in each case Law applicable to the Company Newco or any of its subsidiaries Newco Sub or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations, breaches, defaults, rights, losses rights or Liens that individually or in the aggregate would not reasonably be expected to (x) have a Material Adverse Effect on the CompanyNewco or Newco Sub, (y) materially impair in any material respect the ability of the Company Newco and Newco Sub to perform its obligations under this Agreement or any Ancillary Agreement to which it is a party or (z) prevent or materially impede, interfere with, hinder or delay the consummation of any of the transactions contemplated by this AgreementAgreement or any of the Ancillary Agreements. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by Newco or Newco Sub in connection with the execution and delivery of this Agreement and the Ancillary Agreements or the consummation by Newco and Newco Sub of the transactions contemplated by this Agreement and the Ancillary Agreements, except for (i) the filing with the SEC of (i) the S-4, (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, and (iii) such other consents, approvals, orders, authorizations, registrations, declarations and filings as are set forth on Schedule 3.02(b).

Authority; Noncontravention. (ai) The Company has all requisite corporate power and authority to enter into execute and deliver, and perform its obligations under, this Agreement and, subject to obtaining the Stockholder Approval, and to consummate the transactions contemplated by this AgreementTransactions, subject, in the case of the Merger only, to receipt of the Company Stockholder Approval. The execution execution, delivery and delivery performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated by this Agreement Transactions have been duly authorized by all necessary corporate action on the part of the Company and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated by this AgreementCompany, subject, in the case of the MergerMerger only, to obtaining receipt of the Company Stockholder Approval. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Subeach of the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms except insofar terms, subject, as enforceability may be limited by applicable to enforceability, to bankruptcy, insolvency, reorganization, moratorium insolvency and other Laws of general applicability relating to or similar laws affecting creditors' ’ rights generally or by principles governing the availability of equitable remediesand to general equity principles. The Board of Directors of the CompanyCompany duly, at a meeting duly called and held at which all directors of the Company were present either in person or by telephone, duly validly and unanimously (and without any abstentions) adopted resolutions (iA) approving and declaring advisable this Agreement, the Merger and the other Transactions, (iiB) declaring that it is in the best interests of the Company's stockholders of the Company that the Company enter into this Agreement and consummate the Merger and the other Transactions on the terms and subject to the conditions set forth in this Agreementherein, (iii) declaring that the consideration to be paid to the Company's stockholders in the Merger is fair to such stockholders, (ivC) directing that the adoption of this Agreement be submitted to a vote at a meeting of the Company's stockholders of the Company and (D) recommending that the stockholders of the Company adopt this Agreement ((A), (B), (C) and (D) being referred to be held herein as promptly the “Company Board Recommendation”), which resolutions, as practicable following of the date of this Agreement, (v) recommending that such stockholders adopt this Agreement and (vi) approving the Stockholder Agreement and the transactions contemplated thereby, which resolutions have not been subsequently rescinded, modified or withdrawn in any way. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance by the Company with the provisions 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, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company or any of its subsidiaries under, (i) the certificate of incorporation or by-laws of the Company or the comparable organizational documents of any of its subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other contract, agreement, obligation, commitment, arrangement, understanding, instrument, permit, concession, franchise, license or similar authorization (each, a "Contract") to which the Company or any of its subsidiaries is a party or otherwise applicable to the Company or any of its subsidiaries or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in paragraph (b) below, (A) any judgment, order or decree or (B) any statute, law, ordinance, rule or regulation, in each case applicable to the Company or any of its subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations, breaches, defaults, rights, losses or Liens that individually or in the aggregate would not reasonably be expected to (x) have a Material Adverse Effect on the Company, (y) impair in any material respect the ability of the Company to perform its obligations under this Agreement or (z) prevent or materially impede, interfere with, hinder or delay the consummation of the transactions contemplated by this Agreement.

Authority; Noncontravention. (a) The Company has all the requisite corporate power and authority to enter into this Agreement and, subject to obtaining the Company Stockholder ApprovalApproval with respect to the consummation of the Merger, to consummate the transactions contemplated by this Agreementhereby. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated by this Agreement hereby have been duly authorized by all necessary corporate action on the part of the Company and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated by this AgreementCompany, subject, in the case of the Merger, to obtaining the Company Stockholder Approval. This Agreement has been duly executed and delivered by the Company and, and (assuming the due authorization, execution and delivery by Parent and Sub, Newco) constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms terms, except insofar as enforceability that (i) such enforcement may be limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium insolvency or similar laws laws, now or hereafter in effect, affecting creditors' rights generally or by principles governing generally, and (ii) the availability remedy of specific performance and injunctive and other forms of equitable remediesrelief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The Board Except for the Notes, the Credit Agreement and the Receivables Purchase Agreement dated as of Directors December 3, 1993, and the Purchase and Sale Agreement, dated as of December 3, 1993, each as amended, between the Company, at a meeting duly called certain of its subsidiaries, Pooled Accounts Receivable Corporation and held at which all directors Xxxxxxx Xxxxx Securities Inc. (successor to Bank of Montreal) (the "Receivables Agreements") and except as disclosed in Section 3.01(d) of the Company were present either in person or by telephoneDisclosure Schedule, duly and unanimously (and without any abstentions) adopted resolutions (i) approving and declaring advisable this Agreement, (ii) declaring that it is in the best interests of the Company's stockholders that the Company enter into this Agreement and consummate the Merger on the terms and subject to the conditions set forth in this Agreement, (iii) declaring that the consideration to be paid to the Company's stockholders in the Merger is fair to such stockholders, (iv) directing that this Agreement be submitted to a vote at a meeting of the Company's stockholders to be held as promptly as practicable following the date of this Agreement, (v) recommending that such stockholders adopt this Agreement and (vi) approving the Stockholder Agreement and the transactions contemplated thereby, which resolutions have not been subsequently rescinded, modified or withdrawn in any way. The execution and delivery of this Agreement do does not, and the consummation by the Company of the transactions contemplated by this Agreement and compliance by the Company with the provisions of this Agreement hereof will not, conflict with, or result in any breach or 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 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 upon any of the properties or assets of the Company or any of its subsidiaries under, (i) the certificate Certificate of incorporation Incorporation, as amended, or byBy-laws laws, as amended, of the Company or the comparable charter or organizational documents of any of its subsidiaries, (ii) any loan or credit agreement, note, note purchase agreement, bond, mortgage, indenture, lease or other contract, agreement, obligation, commitment, arrangement, understanding, instrument, permit, concession, franchise, franchise or license or similar authorization (each, a "Contract") to which the Company or any of its subsidiaries is a party or otherwise applicable to the Company or any of its subsidiaries or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in paragraph (b) belowthe following sentence, (A) any judgment, order or decree or (B) any order, decree, statute, law, ordinance, rule rule, regulation or regulation, in each case arbitration award applicable to the Company or any of its subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, breaches, defaults, rights, losses or Liens that individually or in the aggregate would could not reasonably be expected to have a Material Adverse Effect with respect to the Company or could not prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement. No consent, approval, order or authorization of, or registration, declaration or filing with, or notice to, any federal, state or local government or any court, administrative agency or commission or other governmental authority or agency, domestic or foreign (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, with respect to this Agreement, for (i) the filing of a premerger notification and report form by the Company under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (ii) the filing with the SEC of (x) a proxy statement relating to the Company Stockholder Approval (such proxy statement as amended or supplemented from time to time, the "Proxy Statement"), (y) the registration statement on Form S-4 to be filed with the SEC by the Company in connection with the issuance of the Common Stock of the Company following the Merger (the "Form S-4") and (z) such reports under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as may be required in connection with this Agreement and the transactions contemplated by this Agreement, including the Debt Offer, (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 other consents, approvals, orders, authorizations, registrations, declarations, filings or notices the failure of which to make or obtain, individually or in the aggregate, could not reasonably be expected to (x) prevent or materially delay consummation of the Debt Offer, the Merger or the other transactions contemplated hereby or (y) have a Material Adverse Effect on with respect to the Company, (y) impair in any material respect the ability of the Company to perform its obligations under this Agreement or (z) prevent or materially impede, interfere with, hinder or delay the consummation of the transactions contemplated by this Agreement.

Authority; Noncontravention. (ai) The Company has all requisite corporate power and authority to enter into execute and deliver, and perform its obligations under, this Agreement and, subject to obtaining the Stockholder Approval, and to consummate the transactions contemplated by this AgreementMerger Transactions, subject, in the case of the Merger only, to receipt of the Company Stockholder Approval. The execution execution, delivery and delivery performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated by this Agreement Merger Transactions have been duly authorized by all necessary corporate action on the part of the Company and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated by this AgreementCompany, subject, in the case of the MergerMerger only, to obtaining receipt of the Company Stockholder Approval. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Subeach of the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms except insofar terms, subject, as enforceability may be limited by applicable to enforceability, to bankruptcy, insolvency, reorganization, moratorium insolvency and other Laws of general applicability relating to or similar laws affecting creditors' ’ rights generally or by principles governing the availability of equitable remediesand to general equity principles. The Board of Directors of the CompanyCompany duly, at a meeting duly called and held at which all directors of the Company were present either in person or by telephone, duly validly and unanimously (and without any abstentions) adopted resolutions (iA) approving and declaring advisable this Agreement, the Merger and the other Merger Transactions, (iiB) declaring that it is in the best interests of the Company's stockholders of the Company that the Company enter into this Agreement and consummate the Merger and the other Merger Transactions on the terms and subject to the conditions set forth in this Agreementherein, (iii) declaring that the consideration to be paid to the Company's stockholders in the Merger is fair to such stockholders, (ivC) directing that the adoption of this Agreement be submitted to a vote at a meeting of the Company's stockholders of the Company and (D) recommending that the stockholders of the Company adopt this Agreement ((A), (B), (C) and (D) being referred to be held herein as promptly the “Company Board Recommendation”), which resolutions, as practicable following of the date of this Agreement, (v) recommending that such stockholders adopt this Agreement and (vi) approving the Stockholder Agreement and the transactions contemplated thereby, which resolutions have not been subsequently rescinded, modified or withdrawn in any way. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance by the Company with the provisions 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, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company or any of its subsidiaries under, (i) the certificate of incorporation or by-laws of the Company or the comparable organizational documents of any of its subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other contract, agreement, obligation, commitment, arrangement, understanding, instrument, permit, concession, franchise, license or similar authorization (each, a "Contract") to which the Company or any of its subsidiaries is a party or otherwise applicable to the Company or any of its subsidiaries or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in paragraph (b) below, (A) any judgment, order or decree or (B) any statute, law, ordinance, rule or regulation, in each case applicable to the Company or any of its subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations, breaches, defaults, rights, losses or Liens that individually or in the aggregate would not reasonably be expected to (x) have a Material Adverse Effect on the Company, (y) impair in any material respect the ability of the Company to perform its obligations under this Agreement or (z) prevent or materially impede, interfere with, hinder or delay the consummation of the transactions contemplated by this Agreement.

Authority; Noncontravention. (a) The Company Each of Parent and Xxxxxx Sub has all requisite corporate necessary power and authority to enter into execute and deliver this Agreement andAgreement, subject to obtaining the Stockholder Approval, perform its obligations hereunder and to consummate the transactions contemplated by this AgreementTransactions. The execution sole member of Parent has adopted resolutions approving the execution, delivery and delivery performance by Parent of this Agreement by the Company and the consummation by the Company of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of the Company and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated by this Agreement, subject, in the case of the Merger, to obtaining the Stockholder Approval. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally or by principles governing the availability of equitable remedies. The Board of Directors of the Company, at a meeting duly called and held at which all directors of the Company were present either in person or by telephone, duly and unanimously (and without any abstentions) adopted resolutions (i) approving and declaring advisable this Agreement, (ii) declaring that it is in the best interests of the Company's stockholders that the Company enter into this Agreement and consummate the Merger on the terms and subject to the conditions set forth in this Agreement, (iii) declaring that the consideration to be paid to the Company's stockholders in the Merger is fair to such stockholders, (iv) directing that this Agreement be submitted to a vote at a meeting of the Company's stockholders to be held as promptly as practicable following the date of this Agreement, (v) recommending that such stockholders adopt this Agreement and (vi) approving the Stockholder Agreement and the transactions contemplated therebyTransactions, which resolutions have not been subsequently rescinded, modified or withdrawn in any waywithdrawn. The Board of Directors of Merger Sub has unanimously adopted resolutions (i) authorizing and approving the execution, delivery and performance by Xxxxxx Sub of this Agreement and the consummation by Xxxxxx Sub of the Transactions, (ii) declaring that this Agreement and the Transactions, on substantially the terms and conditions set forth in this Agreement, are advisable, fair to and in the best interests of Merger Sub and its stockholder, (iii) directing that this Agreement be submitted for consideration at a meeting or by unanimous written consent of Xxxxxx Sub’s stockholder and (iv) recommending that Merger Sub’s stockholder approve this Agreement, which resolutions have not been subsequently rescinded, modified or withdrawn. No vote of holders of membership interests of Parent is necessary to approve this Agreement or the consummation by Xxxxxx and Merger Sub of the Merger and the other Transactions. Parent, as the sole stockholder of Merger Sub, is approving this Agreement and the Transactions (which approval shall be provided for by the written consent of Parent) simultaneously with the execution and delivery of this Agreement. Except as expressly set forth in this Section 4.02(a), no other limited liability company action (including any stockholder vote or other action) on the part of Parent or Merger Sub is necessary to authorize the execution, delivery and performance by Xxxxxx and Xxxxxx Sub of this Agreement do not, and the consummation by Xxxxxx and Merger Sub of the transactions contemplated Transactions. This Agreement has been duly executed and delivered by this Agreement Xxxxxx and compliance Xxxxxx Sub and, assuming due authorization, execution and delivery hereof by the Company Company, constitutes a legal, valid and binding obligation of each of Parent and Merger Sub, enforceable against each of them in accordance with the provisions of this Agreement will notits terms, conflict with, or 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 benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company or any of its subsidiaries under, (i) the certificate of incorporation or by-laws of the Company or the comparable organizational documents of any of its subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other contract, agreement, obligation, commitment, arrangement, understanding, instrument, permit, concession, franchise, license or similar authorization (each, a "Contract") to which the Company or any of its subsidiaries is a party or otherwise applicable to the Company or any of its subsidiaries or their respective properties or assets or (iii) subject to the governmental filings Bankruptcy and other matters referred Equity Exception. No Takeover Laws apply or will apply to in paragraph (b) below, (A) any judgment, order Parent or decree or (B) any statute, law, ordinance, rule or regulation, in each case applicable Merger Sub pursuant to the Company or any of its subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations, breaches, defaults, rights, losses or Liens that individually or in the aggregate would not reasonably be expected to (x) have a Material Adverse Effect on the Company, (y) impair in any material respect the ability of the Company to perform its obligations under this Agreement or (z) prevent or materially impede, interfere with, hinder or delay the consummation of the transactions contemplated by this AgreementTransactions.

Authority; Noncontravention. (a) The Company Impax has all requisite necessary corporate power and authority to enter into execute and deliver this Agreement andand the Ancillary Agreements to which it is a party, subject to obtaining perform its obligations under this Agreement and the Stockholder Approval, Ancillary Agreements to which it is a party and to consummate the transactions contemplated by this AgreementTransactions and the Ancillary Transactions. The execution execution, delivery and delivery performance by Impax of this Agreement by and the Company Ancillary Agreements to which it is a party and the consummation by the Company it of the transactions contemplated by this Agreement Transactions and the Ancillary Transactions, have been duly and validly authorized by all necessary the Impax Board and, except for the Impax Stockholder Approval and the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, no other corporate action on the part of Impax, pursuant to the Company and no other corporate proceedings on DGCL, the part applicable listing standards of the Company are NASDAQ Global Select Market or otherwise, is necessary to authorize the execution and delivery by Impax of this Agreement or and the Ancillary Agreements to consummate which it is a party, and the transactions contemplated consummation by this Agreement, subject, in the case it of the MergerTransactions and the Ancillary Transactions, subject to obtaining the adoption of this Agreement by the Impax Stockholder Approval. This Agreement has been duly executed and delivered by the Company Impax and, assuming the due authorization, execution and delivery hereof by Parent and Subthe other parties hereto, constitutes is a legal, valid and binding obligation of the Company, Impax enforceable against the Company Impax in accordance with its terms except insofar as enforceability may be limited by (subject to applicable bankruptcy, insolvencysolvency, fraudulent transfer, reorganization, moratorium or similar laws and other Laws affecting creditors' ’ rights generally or from time to time in effect and by general principles governing the availability of equitable remediesequity). The Impax Board of Directors of the Company, at a meeting duly called and held at which all directors of the Company were present either in person or by telephone, duly and has unanimously (A) approved and without any abstentions) adopted resolutions (i) approving and declaring declared advisable this AgreementAgreement and the Ancillary Agreements to which Impax is a party and the Transactions and the Ancillary Transactions and declared it advisable for Impax to enter into this Agreement and the Ancillary Agreements to which Impax is a party, (iiB) declaring determined that it is the Transactions, including the Impax Merger, are in the best interests of the Company's stockholders that the Company enter into this Agreement and consummate the Merger on the terms and subject advisable to the conditions set forth in this AgreementImpax Stockholders, (iiiC) declaring that the consideration to be paid to the Company's stockholders in the Merger is fair to such stockholders, (iv) directing directed that this Agreement be submitted to a vote at a meeting of the Company's stockholders Impax Stockholders for their consideration, approval and adoption and (D) resolved to be held as promptly as practicable following the date of this Agreement, (v) recommending recommend that such stockholders Impax Stockholders adopt this Agreement and thereby approve the Transactions, including the Impax Merger (vi) approving the Stockholder Agreement and the transactions contemplated thereby, which resolutions have not been subsequently rescinded, modified or withdrawn in any way. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance by the Company with the provisions 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, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company or any of its subsidiaries under, (i) the certificate of incorporation or by-laws of the Company or the comparable organizational documents of any of its subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other contract, agreement, obligation, commitment, arrangement, understanding, instrument, permit, concession, franchise, license or similar authorization (each, a "Contract") to which the Company or any of its subsidiaries is a party or otherwise applicable to the Company or any of its subsidiaries or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in paragraph (b) below, (A) any judgment, order or decree or (B) any statute, law, ordinance, rule or regulation, in each case applicable to the Company or any of its subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii“Impax Board Recommendation”), any such conflicts, violations, breaches, defaults, rights, losses or Liens that individually or in the aggregate would not reasonably be expected to (x) have a Material Adverse Effect on the Company, (y) impair in any material respect the ability of the Company to perform its obligations under this Agreement or (z) prevent or materially impede, interfere with, hinder or delay the consummation of the transactions contemplated by this Agreement.

Authority; Noncontravention. (a) The Company has all requisite corporate power and authority to enter into execute and deliver this Agreement and, subject to obtaining receipt of the Stockholder Approval, to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of the Company and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated by this Agreementhereby, subject, in the case of the consummation of the Merger, to the obtaining of the Stockholder Approval. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Subeach of the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms except insofar as enforceability may be limited by applicable terms, subject to bankruptcy, insolvency, reorganizationmoratorium, moratorium reorganization or similar laws affecting creditors' the rights of creditors generally or by principles governing and the availability of equitable remedies. The Board of Directors of the Company, at a meeting duly called and held at which all directors of the Company were present either in person or by telephonepresent, duly and unanimously (and without any abstentions) adopted resolutions (i) approving and declaring advisable this Agreement, the Merger and the other transactions contemplated by this Agreement, (ii) declaring that it is in the best interests of the Company's stockholders of the Company that the Company enter into this Agreement and consummate the Merger and the other transactions contemplated by this Agreement on the terms and subject to the conditions set forth in this Agreement, (iii) declaring directing that the consideration to be paid to the Company's stockholders in the Merger is fair to such stockholders, (iv) directing that adoption of this Agreement be submitted as promptly as practicable to a vote at a meeting of the Company's stockholders to be held of the Company and (iv) recommending that the stockholders of the Company adopt this Agreement, which resolutions, as promptly as practicable following of the date of this Agreement, (v) recommending that such stockholders adopt this Agreement and (vi) approving the Stockholder Agreement and the transactions contemplated thereby, which resolutions have not been subsequently rescinded, modified or withdrawn in any way. The execution and delivery of this Agreement do not, and the consummation of the Merger and the other transactions contemplated by this Agreement and compliance by the Company with the provisions 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, or both) under, or give rise to a right of of, or result in, termination, cancellation or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Lien pledge, lien, charge, encumbrance or security interest (each, a “Lien” and collectively, “Liens”) in or upon any of the properties or other assets of the Company or any of its subsidiaries under, (ix) the certificate of incorporation Company Certificate or by-laws of the Company or the comparable organizational documents of any of its subsidiariesBy-laws, (iiy) any loan or credit agreement, bond, debenture, note, bond, mortgage, indenture, lease or other contract, agreement, obligation, commitment, arrangement, understanding, instrument, permit, concessionfranchise or license, franchise, license whether oral or similar authorization written (each, including all amendments thereto, a "“Contract") ”), to which the Company is a party or any of its subsidiaries is a party or otherwise applicable to the Company or any of its subsidiaries or their respective properties or other assets is subject or (iiiz) subject to (i) the Stockholder Approval and (ii) the governmental filings and the other matters referred to in paragraph (b) belowthe following sentence, any (A) any judgment, order or decree or (B) any statute, law, ordinance, rule or regulationregulation applicable to the Company or its properties or other assets or (B) order, writ, injunction, decree, judgment or stipulation, in each case applicable to the Company or any of its subsidiaries or their respective properties or other assets, other than, in the case of clauses (iiy) and (iiiz), any such conflicts, violations, breaches, defaults, rights, losses or Liens that individually or in the aggregate have not had and would not reasonably be expected to (x) have a Material Adverse Effect on Effect. 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 (each, a “Governmental Entity”) is required by or with respect to the CompanyCompany in connection with the execution and delivery of this Agreement by the Company or the consummation of the Merger or the other transactions contemplated by this Agreement, except for (1) the filing of a premerger notification and report form by the Company under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (including the rules and regulations promulgated thereunder, the “HSR Act”), and the receipt, termination or expiration, as applicable, of approvals or waiting periods required under the HSR Act or any other applicable competition, merger control, antitrust or similar law or regulation, (y2) impair in any material respect the ability filing with the Securities and Exchange Commission (the “SEC”) of (A) a proxy statement relating to the adoption by the stockholders of the Company to perform its obligations under of this Agreement (as amended or supplemented from time to time, the “Proxy Statement”) and (zB) prevent or materially impedesuch reports under the Securities Exchange Act of 1934, interfere withas amended (including the rules and regulations promulgated thereunder, hinder or delay the consummation of “Exchange Act”), as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (3) 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, (4) any filings required under the rules and regulations of the Nasdaq National Market and (5) such other consents, approvals, orders, authorizations, actions, registrations, declarations and filings the failure of which to be obtained or made individually or in the aggregate has not had and would not reasonably be expected to have a Material Adverse Effect.

Authority; Noncontravention. (a) The Company Each of Parent and Merger Sub has all requisite corporate necessary power and authority to enter into execute and deliver this Agreement, the Statutory Merger Agreement and, subject and to obtaining the Stockholder Approval, perform its obligations hereunder and to consummate the transactions contemplated by this AgreementTransactions. The execution execution, delivery and delivery performance by Parent and Merger Sub of this Agreement by and the Company Statutory Merger Agreement and the consummation by the Company Parent and Merger Sub of the transactions contemplated by this Agreement Transactions, have been duly and unanimously authorized and approved by all necessary the Boards of Directors of Parent and Merger Sub and no other corporate action on the part of the Company and no other corporate proceedings on the part of the Company are Parent or Merger Sub is necessary to authorize the execution, delivery and performance by Parent and Merger Sub of this Agreement or and the Statutory Merger Agreement and the consummation by Parent and Merger Sub of the Transactions, other than executing and delivering the Statutory Merger Agreement, the filing of the Merger Application with the Registrar pursuant to consummate the transactions contemplated Bermuda Companies Act and the approval of this Agreement by Parent in its capacity as sole shareholder of Merger Sub (which approval shall be provided by the written consent of Parent immediately following execution of this Agreement, subject, in the case of the Merger, to obtaining the Stockholder Approval). This Agreement has been duly executed and delivered by the Company Parent and Merger Sub and, assuming the due authorization, execution and delivery hereof by Parent and Subthe Company, constitutes a legal, valid and binding obligation of the Companyeach of Parent and Merger Sub, enforceable against the Company each of them in accordance with its terms except insofar as enforceability may be limited by applicable bankruptcyterms, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally or by principles governing subject to the availability of equitable remediesBankruptcy and Equity Exception. The Board of Directors of the Company, at a meeting duly called each of Parent and held at which all directors of the Company were present either in person or by telephone, duly and Merger Sub has unanimously (and without any abstentions) adopted resolutions (i) approving determined that the Merger Consideration constitutes fair value for each Company Share in accordance with the Bermuda Companies Act and declaring advisable this Agreementthat the Preferred Share Consideration constitutes fair value for each Company Preferred Share in accordance with the Bermuda Companies Act, (ii) declaring that it is in the best interests of the Company's stockholders determined that the Company enter into this Agreement and consummate the Merger Merger, on the terms and subject to the conditions set forth herein, is fair to, and in the best interests of, Parent and Merger Sub and their respective shareholders and (iii) adopted resolutions that have approved this Agreement, (iii) declaring that the consideration to be paid to the Company's stockholders in the Statutory Merger is fair to such stockholders, (iv) directing that this Agreement be submitted to a vote at a meeting of the Company's stockholders to be held as promptly as practicable following the date of this Agreement, (v) recommending that such stockholders adopt this Agreement and (vi) approving the Stockholder Agreement and the transactions contemplated therebyMerger, which and such resolutions have not been subsequently rescinded, modified or withdrawn in any way. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance by the Company with the provisions 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, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company or any of its subsidiaries under, (i) the certificate of incorporation or by-laws of the Company or the comparable organizational documents of any of its subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other contract, agreement, obligation, commitment, arrangement, understanding, instrument, permit, concession, franchise, license or similar authorization (each, a "Contract") to which the Company or any of its subsidiaries is a party or otherwise applicable to the Company or any of its subsidiaries or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in paragraph (b) below, (A) any judgment, order or decree or (B) any statute, law, ordinance, rule or regulation, in each case applicable to the Company or any of its subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations, breaches, defaults, rights, losses or Liens that individually or in the aggregate would not reasonably be expected to (x) have a Material Adverse Effect on the Company, (y) impair in any material respect the ability of the Company to perform its obligations under this Agreement or (z) prevent or materially impede, interfere with, hinder or delay the consummation of the transactions contemplated by this Agreement.

Authority; Noncontravention. (ai) The Company Each of Parent and Sub has all requisite corporate power and authority to enter into execute and deliver this Agreement and, subject to obtaining the Stockholder Approval, and to consummate the transactions contemplated by this AgreementTransactions, subject, in the case of the Parent Share Issuance, to receipt of the Parent Stockholder Approval. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated by this Agreement Transactions have been duly authorized by all necessary corporate action on the part of the Company each of Parent and Sub, and no other corporate proceedings proceedings, subject, in the case of the Parent Share Issuance, to receipt of the Parent Stockholder Approval on the part of the Company Parent or Sub are necessary to authorize this Agreement or to consummate the transactions contemplated by this Agreement, subject, in the case of the Merger, to obtaining the Stockholder ApprovalTransactions. This Agreement has been duly executed and delivered by the Company each of Parent and Sub and, assuming the due authorization, execution and delivery by Parent and Subthe Company, constitutes a legal, valid and binding obligation of the Companyeach of Parent and Sub, enforceable against the Company each of Parent and Sub in accordance with its terms except insofar terms, subject, as enforceability may be limited by applicable to enforceability, to bankruptcy, insolvency, reorganization, moratorium insolvency and other Laws of general applicability relating to or similar laws affecting creditors' rights generally or by principles governing the availability of equitable remediesand to general equity principles. The Board of Directors of the CompanyParent duly, at a meeting duly called and held at which all directors of the Company were present either in person or by telephone, duly validly and unanimously (and without any abstentions) adopted resolutions (i) approving and declaring advisable this Agreement, (ii) declaring that it is in the best interests Merger, the other Merger Transactions and approving the proposal to issue shares of the Company's stockholders that the Company enter into this Agreement and consummate the Merger on the terms and subject to the conditions set forth in this Agreement, (iii) declaring that the consideration Parent Common Stock required to be paid to the Company's stockholders issued in the Merger is fair pursuant to such stockholders, (iv) directing that this Agreement be submitted (the “Parent Share Issuance”) at the Parent Stockholders' Meeting, and resolved to a vote recommend that the stockholders of Parent approve the Parent Share Issuance at a meeting the Parent Stockholders' Meeting (to the extent such approval is required under applicable Law), which resolutions, as of the Company's stockholders to be held as promptly as practicable following the date of this Agreement, (v) recommending that such stockholders adopt this Agreement and (vi) approving the Stockholder Agreement and the transactions contemplated thereby, which resolutions have not been subsequently rescinded, modified or withdrawn in any way. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance by the Company with the provisions 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, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company or any of its subsidiaries under, (i) the certificate of incorporation or by-laws of the Company or the comparable organizational documents of any of its subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other contract, agreement, obligation, commitment, arrangement, understanding, instrument, permit, concession, franchise, license or similar authorization (each, a "Contract") to which the Company or any of its subsidiaries is a party or otherwise applicable to the Company or any of its subsidiaries or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in paragraph (b) below, (A) any judgment, order or decree or (B) any statute, law, ordinance, rule or regulation, in each case applicable to the Company or any of its subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations, breaches, defaults, rights, losses or Liens that individually or in the aggregate would not reasonably be expected to (x) have a Material Adverse Effect on the Company, (y) impair in any material respect the ability of the Company to perform its obligations under this Agreement or (z) prevent or materially impede, interfere with, hinder or delay the consummation of the transactions contemplated by this Agreement.

Authority; Noncontravention. (a) The Company has all requisite corporate power and authority to enter into this Agreement and, subject to obtaining the adoption of this Agreement and the Merger by the affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock (the "Company Stockholder Approval"), to consummate the Merger and the other transactions contemplated by this Agreement. The execution and delivery of this Agreement by the Company and the consummation by the Company of the Merger and the other transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of the Company Company, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated by this Agreementhereby, subject, in the case of the Merger, to obtaining receipt of the Company Stockholder Approval. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Subeach of the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms except insofar as enforceability may be limited by (subject to applicable bankruptcy, insolvencysolvency, fraudulent transfer, reorganization, moratorium or similar laws and other Laws affecting creditors' rights generally or from time to time in effect and by general principles governing the availability of equitable remediesequity). The Board of Directors As of the Companydate hereof, the Company Board, at a meeting duly called and held at which all the directors of the Company were present either in person or by telephone, duly and unanimously (and without any abstentions) adopted resolutions (i) approving and declaring advisable that this Agreement, (ii) declaring that it is the Merger and the other transactions contemplated by this Agreement are advisable and in the best interests of the Company and the Company's stockholders that the Company enter into stockholders, (ii) approving and adopting this Agreement and consummate Agreement, the Merger on and the terms and subject to the conditions set forth in other transactions contemplated by this Agreement, (iii) declaring directing that the consideration to be paid to the Company's stockholders in the Merger is fair to such stockholders, (iv) directing that adoption of this Agreement be submitted to a vote at a meeting of the stockholders of the Company's , and (iv) recommending that the stockholders of the Company adopt this Agreement. The provisions of Section 203 of the DGCL are inapplicable to be held as promptly as practicable following the date of this Agreement, (v) recommending that such stockholders adopt this Agreement and (vi) approving the Stockholder Agreement Merger and the transactions contemplated thereby, which resolutions have not been subsequently rescinded, modified or withdrawn in any way. The execution and delivery of this Agreement do not, and the consummation of the other transactions contemplated by this Agreement and compliance by Agreement. No "fair price", "merger moratorium", "control share acquisition" or other anti-takeover or similar statute or regulation applies or purports to apply to this Agreement, the Company with the provisions 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, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company or any of its subsidiaries under, (i) the certificate of incorporation or by-laws of the Company Merger or the comparable organizational documents of any of its subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other contract, agreement, obligation, commitment, arrangement, understanding, instrument, permit, concession, franchise, license or similar authorization (each, a "Contract") to which the Company or any of its subsidiaries is a party or otherwise applicable to the Company or any of its subsidiaries or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in paragraph (b) below, (A) any judgment, order or decree or (B) any statute, law, ordinance, rule or regulation, in each case applicable to the Company or any of its subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations, breaches, defaults, rights, losses or Liens that individually or in the aggregate would not reasonably be expected to (x) have a Material Adverse Effect on the Company, (y) impair in any material respect the ability of the Company to perform its obligations under this Agreement or (z) prevent or materially impede, interfere with, hinder or delay the consummation of the transactions contemplated by this Agreement.

Authority; Noncontravention. (ai) The Company has all requisite corporate power and authority to enter into execute and deliver this Agreement and, subject to obtaining the Stockholder ApprovalAgreement, to consummate the Merger and the other transactions contemplated by this Agreement, subject, in the case of the Merger, if required by applicable Law, only to the affirmative vote of the holders of a majority of the outstanding shares of the Company Common Stock entitled to vote thereon (the “Stockholder Approval”), and to comply with the provisions of and perform its obligations under this Agreement. The execution and delivery of this Agreement by the Company and Company, the consummation by the Company of the Merger and the other transactions contemplated by this Agreement and the compliance by the Company with the provisions of this Agreement have been duly authorized by all necessary corporate action on the part of the Company Company, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or Agreement, to consummate the Merger and the other transactions contemplated by this Agreement, subject, in the case of the Merger, if required by applicable Law, to obtaining the Stockholder Approval, or to comply with the provisions of and perform its obligations under this Agreement. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Subeach of the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws other applicable Laws relating to or affecting creditors' ’ rights generally or by equitable principles governing the availability (regardless of equitable remedieswhether enforcement is sought at law or in equity). The Board of Directors of the Company, at a meeting duly called and held and at which all directors of the Company were present either in person or by telephonea quorum was present, duly and unanimously (and without any abstentions) adopted resolutions (i) approving and declaring advisable the advisability of this Agreement, the Offer, the Merger and the other transactions contemplated by this Agreement, (ii) declaring that it is in the best interests of the Company's Company and the stockholders of the Company (other than Parent and its Subsidiaries) that the Company enter into this Agreement and consummate the Merger and the other transactions contemplated by this Agreement and that the stockholders of the Company tender their shares of Company Common Stock pursuant to the Offer, in each case on the terms and subject to the conditions set forth in this Agreementherein, (iii) declaring that the consideration to be paid terms of the Offer and the Merger are fair to the Company and the Company's ’s stockholders in the Merger is fair to such stockholders, (other than Parent and its Subsidiaries) and (iv) directing recommending that this Agreement be submitted to a vote at a meeting of the Company's ’s stockholders accept the Offer, tender their shares of Company Common Stock pursuant to be held as promptly as practicable following the date of this AgreementOffer and, (v) recommending that such stockholders if required by applicable Law, adopt this Agreement and (vi) approving collectively, the Stockholder Agreement and the transactions contemplated thereby“Company Recommendation”), which resolutions resolutions, except to the extent permitted by Section 5.2, have not been subsequently rescinded, modified or withdrawn in any way. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance by the Company with the provisions 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, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company or any of its subsidiaries under, (i) the certificate of incorporation or by-laws of the Company or the comparable organizational documents of any of its subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other contract, agreement, obligation, commitment, arrangement, understanding, instrument, permit, concession, franchise, license or similar authorization (each, a "Contract") to which the Company or any of its subsidiaries is a party or otherwise applicable to the Company or any of its subsidiaries or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in paragraph (b) below, (A) any judgment, order or decree or (B) any statute, law, ordinance, rule or regulation, in each case applicable to the Company or any of its subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations, breaches, defaults, rights, losses or Liens that individually or in the aggregate would not reasonably be expected to (x) have a Material Adverse Effect on the Company, (y) impair in any material respect the ability of the Company to perform its obligations under this Agreement or (z) prevent or materially impede, interfere with, hinder or delay the consummation of the transactions contemplated by this Agreement.

Authority; Noncontravention. (a) The Company Each of JPFI and Merger Sub has all requisite corporate power and authority to enter into this Agreement, and JPFI has all requisite corporate power and authority to enter into the Option Agreements and the Support Agreement and, subject to obtaining the JPFI Stockholder ApprovalApproval (as defined in Section 3.2(l)), to consummate the transactions contemplated by this Agreementhereby and thereby. The execution and delivery of this Agreement by each of JPFI and Merger Sub, and the Company execu- tion and delivery of the Option Agreements and the Support Agreement by JPFI and the consummation by the Company JPFI and Merger Sub of the transactions contemplated by this Agreement hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company JPFI and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated by this AgreementMerger Sub, subject, in the case of the Merger and the issuance of JPFI Common Stock in connection with the Merger, to obtaining the JPFI Stockholder Approval. This Agreement has been been, and the Support Agreement and Option Agreements will be, duly executed and delivered by JPFI (and, in the Company case of this Agreement, by Merger Sub) and, assuming the due authorization, execution and delivery thereof by Parent and SubRSI, constitutes a constitute (or will con- stitute, as the case may be) the legal, valid and binding obligation obli- gation of the CompanyJPFI (and, enforceable against the Company in accordance with its terms except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally or by principles governing the availability of equitable remedies. The Board of Directors of the Company, at a meeting duly called and held at which all directors of the Company were present either in person or by telephone, duly and unanimously (and without any abstentions) adopted resolutions (i) approving and declaring advisable this Agreement, (ii) declaring that it is in the best interests of the Company's stockholders that the Company enter into this Agreement and consummate the Merger on the terms and subject to the conditions set forth in this Agreement, (iii) declaring that the consideration to be paid to the Company's stockholders in the Merger is fair to such stockholders, (iv) directing that this Agreement be submitted to a vote at a meeting of the Company's stockholders to be held as promptly as practicable following the date case of this Agreement, Merger Sub), enforceable against JPFI (vand, in the case of this Agree- ment, Merger Sub) recommending that such stockholders adopt this Agreement and (vi) approving the Stockholder Agreement and the transactions contemplated thereby, which resolutions have not been subsequently rescinded, modified or withdrawn in any wayaccordance with their terms. The execution execu- tion and delivery of this Agreement do does not, and the execution and delivery of the Option Agreements and the consummation of the transactions contemplated by this Agreement hereby and thereby and compliance by the Company with the provisions of this Agreement, the Support Agreement and the Option Agreements will not, conflict with, or 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 terminationtermina- tion, cancellation or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company JPFI or any of its subsidiaries or (assuming the consummation of the transactions contemplated hereby without giving effect to Section 1.7) in any restriction on the conduct of JPFI's business or operations under, (i) the certificate of incorporation JPFI Certificate or the by-laws of the Company JPFI or the comparable organizational orga- nizational documents of any of its subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, trust document, lease or other contract, agreement, obligation, commitment, arrangement, understanding, instrument, permit, concessionconces- sion, franchise, license or similar authorization (each, a "Contract") to which the Company or any of its subsidiaries is a party or otherwise applicable to the Company JPFI or any of its subsidiaries or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in paragraph (b) belowthe following sentence, (A) any judgmentjudg- ment, order or decree or (B) any order, decree, statute, law, ordinance, rule or regulation, in each case regula- tion applicable to the Company JPFI or any of its subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations, breaches, defaultsde- faults, rights, losses losses, restrictions or Liens that individually or in the aggregate would not reasonably be expected to (x) have a Material Adverse Effect material adverse ef- fect on the Company, JPFI or (y) reasonably be expected to impair in any material respect the ability abil- ity of the Company JPFI or Merger Sub to perform its obligations under this Agreement (and, in the case of JPFI individually, under the Option Agreements and the Support Agreement). No consent, ap- proval, order or (z) prevent authorization of, action by, or materially impedein respect of, interfere or registration, declaration or filing with, hinder any Governmental Entity is required by or delay with respect to JPFI or any of its subsidiaries in connection with the execution and delivery of this Agreement by JPFI and Merger Sub, or the execution and delivery by JPFI of the Option Agreements and the Support Agreement, or the consummation by JPFI or Merger Sub of the transactions contemplated hereby or thereby, except for (1) the filing of a pre-merger notification and report form by JPFI under the HSR Act; (2) the filing with the SEC of (A) the Joint Proxy Statement relating to the JPFI Stockholders Meeting, (B) the Form S-4 and (C) such reports under Section 13(a), 13(d), 15(d) or 16(a) of the Exchange Act as may be required in con- nection with this Agreement and the Option Agreements and the transactions contemplated hereby and thereby; (3) the filing of the Certificate of Merger with the Secretary of State of Dela- ware and appropriate documents with the relevant authorities of other states in which JPFI is qualified to do business and such filings with Governmental Entities to satisfy the applicable requirements of state securities or "blue sky" laws; (4) such filings with and approvals of the NYSE to permit the shares of JPFI Common Stock that are to be issued in the Merger and under the RSI Stock Plans to be listed on the NYSE; and (5) such con- sents, approvals, orders or authorizations the failure of which to be made or obtained individually or in the aggregate would not (x) have a material adverse effect on JPFI or (y) reason- ably be expected to impair the ability of JPFI or Merger Sub to perform its obligations under this Agreement.

Authority; Noncontravention. (a) The Company Each of Parent and Merger Sub has all requisite necessary corporate power and corporate authority to enter into this Agreement and, subject to obtaining the Stockholder Approval, to consummate the transactions contemplated by this Agreement. The execution execute and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of the Company and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated by this Agreement, subjectdeliver, in the case of Parent, this Agreement to perform its obligations hereunder and thereunder, as applicable, and to consummate the Merger, to obtaining the Stockholder Approval. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally or by principles governing the availability of equitable remediesTransactions. The Board of Directors of Parent has adopted resolutions approving the Companyexecution, at a meeting duly called delivery and held at which all directors performance by Parent of this Agreement and the consummation of the Company were present either in person Transactions, which resolutions have not been subsequently rescinded, modified or by telephone, duly and unanimously (and without any abstentions) withdrawn. The Board of Directors of Merger Sub has adopted resolutions (i) unanimously approving the Merger and declaring advisable the execution, delivery and performance by Merger Sub of this AgreementAgreement and the consummation of the Transactions, (ii) declaring that it is this Agreement and the Transactions are advisable and in the best interests of the Company's stockholders that the Company enter into this Agreement sole stockholder of Merger Sub and consummate the Merger on the terms and subject to the conditions set forth in this Agreement, (iii) declaring that the consideration to be paid to the Company's stockholders in the Merger is fair to such stockholders, (iv) directing that this Agreement be submitted to a Parent, as sole stockholder of Merger Sub entitled to vote at a meeting of the Company's stockholders to be held as promptly as practicable following the date of this Agreementthereon, (v) recommending that such stockholders adopt this Agreement and (vi) approving the Stockholder Agreement and the transactions contemplated for adoption thereby, which resolutions have not been subsequently rescinded, modified or withdrawn in any waywithdrawn. The No vote of holders of capital stock of Parent is necessary to approve this Agreement or the consummation by Parent and Merger Sub of the Merger and the other Transactions. Parent, as the sole stockholder of Merger Sub, will adopt this Agreement and approve the Transactions by written consent duly executed and delivered immediately following the execution and delivery of this Agreement do not, and will promptly deliver to the consummation Company a true and complete copy of the transactions contemplated its action by written consent adopting this Agreement and compliance by approving the Company Transactions in accordance with the provisions 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, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company or any of its subsidiaries under, (i) applicable Law and the certificate of incorporation and bylaws of Merger Sub prior to the Closing. Except as expressly set forth in this Section 4.02(a), no other corporate action (including any stockholder vote or by-laws other action) on the part of Parent or Merger Sub is necessary to authorize the execution, delivery and performance by Parent and Merger Sub of this Agreement and the consummation by Parent and Merger Sub of the Company Transactions. This Agreement has been (or will be, as the comparable organizational documents case may be) duly executed and delivered by Parent and by Merger Sub and, assuming due authorization, execution and delivery hereof by the Company, constitutes (or will constitute, as the case may be) a legal, valid and binding obligation of any each of Parent and Merger Sub, enforceable against each of them in accordance with its subsidiariesterms, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other contract, agreement, obligation, commitment, arrangement, understanding, instrument, permit, concession, franchise, license or similar authorization (each, a "Contract") to which the Company or any of its subsidiaries is a party or otherwise applicable to the Company or any of its subsidiaries or their respective properties or assets or (iii) subject to the governmental filings Bankruptcy and other matters referred to in paragraph (b) below, (A) any judgment, order or decree or (B) any statute, law, ordinance, rule or regulation, in each case applicable to the Company or any of its subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations, breaches, defaults, rights, losses or Liens that individually or in the aggregate would not reasonably be expected to (x) have a Material Adverse Effect on the Company, (y) impair in any material respect the ability of the Company to perform its obligations under this Agreement or (z) prevent or materially impede, interfere with, hinder or delay the consummation of the transactions contemplated by this AgreementEquity Exception.

Authority; Noncontravention. (a) The Company Each of IPC, IPC Systems and IPC Merger Sub has all the requisite corporate and other power and authority to enter into this Agreement and, subject to obtaining the Stockholder ApprovalApprovals, each of which is being obtained by written consent immediately following the execution of this Agreement, each of them has the requisite corporate and other power and authority to consummate the transactions contemplated hereby and thereby. After the delivery of the Stockholder Consents, no vote, approval or other action on the part of any holder of IPC Common Stock, IPC Systems Common Stock or IXnet Common Stock shall be required to adopt this Agreement and consummate the transactions contemplated hereby, including the Mergers. No corporate action is required to be taken by this AgreementIXnet or its stockholders in connection with the consummation of the Intercompany Merger or the IPC Merger. The execution and delivery of this Agreement by the Company IPC, IPC Systems, IXnet and IPC Merger Sub and the consummation by the Company them of the transactions contemplated by this Agreement hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company IPC, IPC Systems and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated by this AgreementIPC Merger Sub, subject, in the case of the Merger, IPC Merger and the Intercompany Merger to obtaining the IPC Systems Stockholder Approval and the IPC Stockholder Approval, respectively. This Agreement has been duly executed and delivered by the Company andeach of IPC, assuming the due authorizationIPC Systems, execution IXnet and delivery by Parent IPC Merger Sub and Sub, constitutes a legal, valid and binding obligation of the CompanyIPC, IPC Systems, IXnet and IPC Merger Sub, enforceable against the Company it in accordance with its terms terms, except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or and similar laws relating to or affecting creditors' rights generally creditors generally, by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law) or by principles governing the availability an implied covenant of equitable remediesgood faith and fair dealing. The Board of Directors Except as disclosed in Section 3.01(d) of the CompanyDisclosure Schedule, at a meeting duly called and held at which all directors of the Company were present either in person or by telephone, duly and unanimously (and without any abstentions) adopted resolutions (i) approving and declaring advisable this Agreement, (ii) declaring that it is in the best interests of the Company's stockholders that the Company enter into this Agreement and consummate the Merger on the terms and subject to the conditions set forth in this Agreement, (iii) declaring that the consideration to be paid to the Company's stockholders in the Merger is fair to such stockholders, (iv) directing that this Agreement be submitted to a vote at a meeting of the Company's stockholders to be held as promptly as practicable following the date of this Agreement, (v) recommending that such stockholders adopt this Agreement and (vi) approving the Stockholder Agreement and the transactions contemplated thereby, which resolutions have not been subsequently rescinded, modified or withdrawn in any way. The execution and delivery of this Agreement and the Voting Agreement do not, and the consummation of the transactions contemplated by this Agreement hereby and thereby and compliance by the Company with the provisions hereof and thereof will not (including the delivery of this Agreement will notthe Stockholder Consents), conflict with, or result in any breach or 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 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 upon any of the properties or assets of the Company IPC or any of its subsidiaries under, (i) the certificate Certificate of incorporation Incorporation or byBy-laws of the Company IPC or the comparable charter or organizational documents of any of its subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other contract, agreement, obligation, commitment, arrangement, understanding, instrument, permit, concession, franchise, franchise or license or similar authorization (each, a "Contract") to which the Company or any of its subsidiaries is a party or otherwise applicable to the Company IPC or any of its subsidiaries or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in paragraph (b) belowthe following sentence, (A) any judgment, order or decree or (B) any order, decree, statute, law, ordinance, rule rule, regulation or regulation, in each case arbitration award applicable to the Company IPC or any of its subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, breaches, defaults, rights, losses or Liens that individually or in the aggregate would could not be reasonably be expected to (x) have a an IPC Material Adverse Effect on Effect. No consent, approval, order or authorization of, or registration, declaration or filing with, or notice to, any Federal, state or local government or any court, administrative agency or commission or other governmental authority or agency, domestic or foreign (a "Governmental Entity"), is required by or with respect to IPC or any of its subsidiaries in connection with the Company, (y) impair in any material respect the ability execution and delivery of the Company to perform its obligations under this Agreement by IPC, IPC Systems, IXnet or (z) prevent IPC Merger Sub, as applicable, or materially impede, interfere with, hinder or delay the consummation by IPC, IPC Systems, IXnet or IPC Merger Sub of the transactions contemplated by hereby or thereby (including the delivery of the Stockholder Consents), except, with respect to this Agreement, for (i) the filing of a premerger notification and report form by IPC and IXnet under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), (ii) the filing with the SEC of (y) Information Statements (as defined herein) relating to each of the Mergers, and (z) such reports under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as may be required in connection with this Agreement, the Voting Agreement and the transactions contemplated hereby and thereby, (iii) the filing of the Certificates of Merger with the Secretary of State of the State of Delaware and the filing of appropriate documents with the relevant authorities of other states in which IPC or IXnet is qualified to do business and (iv) such other consents, approvals, orders, authorizations, registrations, declarations, filings or notices as are set forth in Section 3.01(d) of the Disclosure Schedule.

Authority; Noncontravention. (a) The Company has all requisite corporate power and authority to enter into execute and deliver this Agreement and, subject to obtaining receipt of the Stockholder affirmative vote of holders of a majority of the outstanding shares of Company Common Stock at the meeting of the Company’s shareholders (the “Shareholders’ Meeting”) or any adjournment or postponement thereof to adopt this Agreement (the “Shareholder Approval”), to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of the Company and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated by this Agreementhereby, subject, in the case of the consummation of the Merger, to the obtaining of the Stockholder Shareholder Approval. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Subeach of the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms except insofar as enforceability may be limited by applicable terms, subject to (i) bankruptcy, insolvency, reorganizationmoratorium, moratorium reorganization or similar laws affecting creditors' the rights of creditors generally or by principles governing and the availability of equitable remediesremedies and (ii) the remedy of specific performance and injunctive relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The Each of the Board of Directors of the Company, at a meeting duly called and held at which all directors of the Company were present either in person or by telephonepresent, and the Special Committee, at a meeting duly called and held at which all members thereof were present, duly and unanimously (and without any abstentions) adopted resolutions (i) approving and declaring advisable this Agreement, the Merger and the other transactions contemplated by this Agreement and (ii) declaring recommending that it is in the best interests shareholders of the Company's stockholders that the Company enter into this Agreement and consummate the Merger on the terms and subject to the conditions set forth in adopt this Agreement, (iii) declaring that the consideration to be paid to the Company's stockholders in the Merger is fair to such stockholderswhich resolutions, (iv) directing that this Agreement be submitted to a vote at a meeting as of the Company's stockholders to be held as promptly as practicable following the date of this Agreement, (v) recommending that such stockholders adopt this Agreement and (vi) approving the Stockholder Agreement and the transactions contemplated thereby, which resolutions have not been subsequently rescinded, modified or withdrawn in any way. Each of the Company, the Company’s Board of Directors and the Special Committee has taken all actions necessary to ensure that no “control share acquisitions”, “business combinations”, “fair price” (including Sections 302A.671, .673 and .675 of the MBCA) or other state takeover laws or other state takeover statute or similar statute or regulation applies to this Agreement, the Merger or the other transactions contemplated by this Agreement. The execution and delivery of this Agreement do not, and the consummation of the Merger and the other transactions contemplated by this Agreement and compliance by the Company with the provisions 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, or both) under, or give rise to a right of of, or result in, termination, cancellation or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Lien in or upon any of the properties or other assets of the Company or any of its subsidiaries Subsidiaries under, (ix) the certificate of incorporation Company Articles or bythe Company By-laws of the Company or the comparable organizational documents of any of its subsidiariesSubsidiaries, (iiy) any loan or credit agreement, bond, debenture, note, bond, mortgage, indenture, lease lease, supply agreement, license agreement, development agreement, distribution agreement or other contract, agreement, obligation, commitment, arrangement, understanding, instrument, permit, concessionfranchise or license, franchise, license whether oral or similar authorization written (each, including all amendments thereto, a "“Contract") ”), to which the Company or any of its subsidiaries Subsidiaries is a party or otherwise applicable to the Company or any of its subsidiaries or their respective properties or other assets is subject or (iiiz) subject to (i) the Shareholder Approval and (ii) the governmental filings and the other matters referred to in paragraph (b) belowthe following sentence, (A) any judgment, order or decree or (B) any statute, law, ordinance, rule or regulation, in each case applicable to the Company or any of its subsidiaries or their respective properties or assetsLegal Provisions, other than, in the case of clauses (iiy) and (iiiz), any such conflicts, violations, breaches, defaults, rights, losses or Liens that individually or in the aggregate would have not had and could not reasonably be expected to (x) have a Company Material Adverse Effect on the CompanyEffect. No consent, (y) impair approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any material Governmental Entity is required by or with respect the ability of to the Company to perform or any of its obligations under Subsidiaries in connection with the execution and delivery of this Agreement by the Company or (z) prevent or materially impede, interfere with, hinder or delay the consummation of the Merger or the other transactions contemplated by this Agreement, except for (1) the filing of a premerger notification and report form by the Company with the U.S. Federal Trade Commission and the Antitrust Division of the Department of Justice (the “HSR Filing”) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (including the rules and regulations promulgated thereunder, the “HSR Act”), and the receipt, termination or expiration, as applicable, of approvals or waiting periods required under the HSR Act or any other applicable competition, merger control, antitrust or similar law or regulation, (2) the filing with the Securities and Exchange Commission (the “SEC”) of (A) a proxy statement relating to the Shareholder Approval (as amended or supplemented from time to time, the “Proxy Statement”) and (B) such reports under the Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder, the “Exchange Act”), as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (3) 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 or any of its Subsidiaries is qualified to do business, (4) any filings required under the rules and regulations of Nasdaq and (5) such other consents, approvals, orders, authorizations, actions, registrations, declarations and filings the failure of which to be obtained or made individually or in the aggregate has not had and could not reasonably be expected to have a Company Material Adverse Effect.

Authority; Noncontravention. (a) The Company has Cirracor and the Cirracor Stockholder have all requisite corporate power and authority to enter into this Merger Agreement and, subject to obtaining the Stockholder Approval, and to consummate the transactions contemplated by this Merger Agreement. The Subject to obtaining the Cirracor Stockholder Approval (as defined in Section 3.02(y) with regard to Cirracor, the execution and delivery of this Merger Agreement by Cirracor and the Company Cirracor Stockholder and the consummation by Cirracor and the Company Cirracor Stockholder of the transactions contemplated by this Merger Agreement have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of Cirracor or the Company and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated by this Agreement, subject, in the case of the Merger, to obtaining the Stockholder ApprovalCirracor Stockholder. This Merger Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Sub, constitutes a legal, valid and binding obligation of the CompanyCirracor and Cirracor Stockholder, enforceable against the Company Cirracor and Cirracor Stockholder, as applicable, in accordance with its terms except insofar as enforceability may be limited by terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar other laws affecting creditors' ’ rights generally or by principles governing the availability of equitable remedies. The Board of Directors of the Company, at a meeting duly called and held at which all directors of the Company were present either in person or by telephone, duly and unanimously (and without any abstentions) adopted resolutions (i) approving and declaring advisable this Agreement, (ii) declaring that it is in the best interests of the Company's stockholders that the Company enter into this Agreement and consummate the Merger on the terms and subject to the conditions set forth general principles of equity, regardless of whether considered in this Agreement, (iii) declaring that the consideration to be paid to the Company's stockholders a proceeding in the Merger is fair to such stockholders, (iv) directing that this Agreement be submitted to a vote equity or at a meeting of the Company's stockholders to be held as promptly as practicable following the date of this Agreement, (v) recommending that such stockholders adopt this Agreement and (vi) approving the Stockholder Agreement and the transactions contemplated thereby, which resolutions have not been subsequently rescinded, modified or withdrawn in any waylaw. The execution and delivery of this Merger Agreement do not, and the consummation of the transactions contemplated by this Merger Agreement and compliance by the Company with the provisions of this Merger Agreement will not, conflict with, or result in any breach or 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 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 lien upon any of the properties or assets of the Company Cirracor or any of its subsidiaries or the Cirracor Stockholder under, (i) the certificate Articles of incorporation Incorporation or by-laws bylaws of the Company Cirracor or the comparable charter or organizational documents of any of its subsidiariesCirracor Subsidiary or the Cirracor Stockholder, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other contract, agreement, obligation, commitment, arrangement, understanding, instrument, permit, concession, franchise, franchise or license or similar authorization (each, a "Contract") to which the Company or any of its subsidiaries is a party or otherwise applicable to Cirracor, any Cirracor Subsidiary, the Company or any of its subsidiaries Cirracor Stockholder or their respective properties or assets assets, or (iii) subject to the governmental filings and other matters referred to in paragraph (b) belowthe following sentence, (A) any judgment, order or decree or (B) any order, decree, statute, law, ordinance, rule rule, regulation or regulation, in each case arbitration award applicable to the Company or Cirracor, any of its subsidiaries Cirracor Subsidiary, Cirracor Stockholder or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, breaches, defaults, rights, losses or Liens liens that individually or in the aggregate would could not reasonably be expected to (x) have a Material Adverse Effect on material adverse effect with respect to Cirracor or the CompanyCirracor Stockholder or could not prevent, (y) impair in any material respect hinder or materially delay the ability of Cirracor or the Company Cirracor Stockholder to perform its obligations under consummate the transactions contemplated by this Agreement Merger Agreement. No consent, approval, order or (z) prevent authorization of, or materially impederegistration, interfere declaration or filing with, hinder or delay notice to, any Governmental Entity is required by or with respect to Cirracor, any other Cirracor Subsidiary or the Cirracor Stockholder in connection with the execution and delivery of this Merger Agreement by Cirracor or the Cirracor Stockholder or the consummation by Cirracor or the Cirracor Stockholder of any of the transactions contemplated by this Merger Agreement, except for the filing of the Articles of Merger with the Secretary of State of Nevada by Cirracor and the filing of the Certificate of Merger with the Secretary of State of Delaware by the Company and such other consents, approvals, orders, authorizations, registrations, declarations, filings or notices as may be required under the “blue sky” laws of various states and except where the failure to have such consent, approval, order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity would not have a material adverse effect on Cirracor or the Cirracor Stockholder.

Authority; Noncontravention. (a) The Company US BioEnergy has all the requisite corporate power and corporate authority to enter into this Agreement and, subject to obtaining the Stockholder receipt of US BioEnergy Shareholder Approval, to consummate the transactions contemplated by this Agreement. US BioEnergy has the requisite corporate power and corporate authority to enter into the VeraSun Shareholders Agreement and to consummate the transactions contemplated thereby. The execution and delivery of this Agreement and the VeraSun Shareholders Agreement by the Company US BioEnergy and the consummation by the Company US BioEnergy of the transactions contemplated by this Agreement and the VeraSun Shareholders Agreement have been duly authorized by all necessary corporate action on the part of the Company and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated by this AgreementUS BioEnergy, subject, in the case of the Merger, to obtaining the Stockholder receipt of US BioEnergy Shareholder Approval. This Agreement has and the VeraSun Shareholders Agreement have been duly executed and delivered by the Company US BioEnergy and, assuming the due authorization, execution and delivery by Parent each of the other parties hereto and Subthereto, constitutes a constitute the legal, valid and binding obligation obligations of the CompanyUS BioEnergy, enforceable against the Company US BioEnergy in accordance with its terms except insofar as enforceability may be limited by applicable their respective terms, subject to bankruptcy, insolvency, reorganizationfraudulent transfer, moratorium moratorium, reorganization or similar laws affecting creditors' the rights of creditors generally or by principles governing and the availability of equitable remedies. The Board remedies (regardless of Directors of the Company, whether such enforceability is considered in a proceeding in equity or at a meeting duly called and held at which all directors of the Company were present either in person or by telephone, duly and unanimously (and without any abstentions) adopted resolutions (i) approving and declaring advisable this Agreement, (ii) declaring that it is in the best interests of the Company's stockholders that the Company enter into this Agreement and consummate the Merger on the terms and subject to the conditions set forth in this Agreement, (iii) declaring that the consideration to be paid to the Company's stockholders in the Merger is fair to such stockholders, (iv) directing that this Agreement be submitted to a vote at a meeting of the Company's stockholders to be held as promptly as practicable following the date of this Agreement, (v) recommending that such stockholders adopt this Agreement and (vi) approving the Stockholder Agreement and the transactions contemplated thereby, which resolutions have not been subsequently rescinded, modified or withdrawn in any waylaw). The execution and delivery of this Agreement and the VeraSun Shareholders Agreement do not, and the consummation of the transactions contemplated by this Agreement and the VeraSun Shareholders Agreement and compliance by the Company with the provisions of this Agreement hereof and thereof will not, conflict with, or 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 benefit under, or result in the creation of any Lien upon any of the properties or other assets of the Company US BioEnergy or any of its subsidiaries Subsidiaries under, (i) the certificate Second Amended and Restated Articles of incorporation Incorporation or bySecond Amended and Restated By-laws of the Company US BioEnergy or the comparable organizational documents of any of its subsidiariesSubsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, guarantee or other agreement evidencing indebtedness for borrowed money (“Debt Agreements”) to which US BioEnergy or any of its Subsidiaries is a party or by which its or their respective properties or other assets are bound, (iii) any lease or other contract, agreement, obligation, commitment, arrangement, understanding, instrument, permit, concession, franchise, license or similar authorization (eachtogether with Debt Agreements, a "Contract"collectively, “Contracts”) to which the Company US BioEnergy or any of its subsidiaries Subsidiaries is a party or otherwise applicable to the Company or any of by which its subsidiaries or their respective properties or other assets are bound or (iiiiv) subject to the governmental filings and other matters referred to in paragraph (b) belowthe following sentence, (A) any judgment, order or decree or (B) any order, decree, statute, law, ordinance, rule or regulation, in each case regulation applicable to the Company US BioEnergy or any of its subsidiaries Subsidiaries or their respective properties or other assets, other than, in the case of clauses (iiiii) and (iiiiv), any such conflicts, violations, breaches, defaults, rights, losses or Liens that that, individually or in the aggregate would aggregate, have not had and are not reasonably be expected likely to (x) have a Material Adverse Effect on the CompanyUS BioEnergy, (y) impair in any material respect the ability of the Company US BioEnergy to perform its obligations under this Agreement or the VeraSun Shareholders Agreement or (z) prevent or materially impede, interfere with, hinder or delay the consummation of the transactions contemplated by this Agreement or the VeraSun Shareholders Agreement. 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 (each a “Governmental Entity”) is required by or with respect to US BioEnergy or any of its Subsidiaries in connection with the execution and delivery of this Agreement or the VeraSun Shareholders Agreement by US BioEnergy or the consummation by US BioEnergy of the Merger or the other transactions contemplated by this Agreement or the VeraSun Shareholders Agreement, except for (1) the filing of a premerger notification and report form by US BioEnergy under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”); (2) the filing with the Securities and Exchange Commission (the “SEC”) of (A) a joint proxy statement relating to the US BioEnergy Shareholders Meeting and the VeraSun Shareholders Meeting (such proxy statement, as amended or supplemented from time to time, the “Joint Proxy Statement”), and (B) such other reports and filings under the Securities Act of 1933, as amended (including the rules and regulations promulgated thereunder, the “Securities Act”) or the Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder, the “Exchange Act”), as may be required in connection with this Agreement, the VeraSun Shareholders Agreement and the transactions contemplated by this Agreement or the VeraSun Shareholders Agreement; (3) the filing of the Articles of Merger with the South Dakota Secretary of State and appropriate documents with the relevant authorities of other states in which US BioEnergy is qualified to do business and such filings with Governmental Entities to satisfy the applicable requirements of state securities or “blue sky” laws; (4) such other consents, approvals, orders or authorizations the failure of which to be made or obtained, individually or in the aggregate, has not and is not reasonably likely to (x) have a Material Adverse Effect on US BioEnergy, (y) impair the ability of US BioEnergy to perform its obligations under this Agreement or the VeraSun Shareholders Agreement or (z) prevent or materially delay the consummation of the transactions contemplated by this Agreement or the VeraSun Shareholders Agreement.

Authority; Noncontravention. (a) The Company has all requisite corporate power and authority to enter into execute and deliver this Agreement and, subject to obtaining the Stockholder ApprovalAgreement, to consummate the Merger and the other transactions contemplated by the Transaction Agreements, assuming the accuracy of the representations and warranties of Parent and Sub in Section 4.02(f) and subject, in the case of the Merger if required by applicable Law, to the affirmative vote of the holders of a majority of the outstanding shares of the Company Common Stock in favor of adopting this Agreement (the "Stockholder Approval"), and to comply with the provisions of this Agreement. The execution and delivery of this Agreement by the Company and Company, the consummation by the Company of the Merger and the other transactions contemplated by the Transaction Agreements and the compliance by the Company with the provisions of this Agreement have been duly authorized by all necessary corporate action on the part of the Company Company, and no other corporate proceedings on the part of the Company are necessary to authorize the Transaction Agreements, to comply with the terms of this Agreement or to consummate the Merger and the other transactions contemplated by this Agreementthe Transaction Agreements, assuming the accuracy of the representations and warranties of Parent and Sub in Section 4.02(f) and subject, in the case of the MergerMerger if required by applicable Law, to obtaining the Stockholder Approval. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Subeach of the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms except insofar as enforceability may be limited by applicable (subject to bankruptcy, insolvency, reorganizationmoratorium, moratorium reorganization or similar laws affecting creditors' the rights of creditors generally or by principles governing and the availability of equitable remedies). The Board of Directors of the Company, at a meeting duly called and held at which all directors of the Company were present either in person or by telephonepresent, duly and unanimously (and without any abstentions) adopted resolutions (i) approving and declaring advisable this Agreementthe Transaction Agreements, the Offer, the Merger and the other transactions contemplated by the Transaction Agreements, (ii) declaring that it is in the best interests of the Company's stockholders of the Company that the Company enter into this Agreement and consummate the Offer, the Merger and the other transactions contemplated by the Transaction Agreements on the terms and subject to the conditions set forth in this Agreementtherein, (iii) declaring that the consideration to be paid terms of the Offer and the Merger are fair to the Company's stockholders in the Merger is fair to such stockholders, (iv) directing recommending that this Agreement be submitted to a vote at a meeting of the Company's stockholders accept the Offer, tender their shares of Company Common Stock pursuant to be held as promptly as practicable following the date of this AgreementOffer and, (v) recommending that such stockholders if required by applicable Law, adopt this Agreement and (viv) determining that each member of the Compensation Committee approving any employment compensation, severance or other employee benefit arrangement as set forth in Section 4.01(q) is an "independent director" within the Stockholder Agreement and the transactions contemplated therebymeaning of NASDAQ Rule 4200(a)(15) (an "Independent Director"), which resolutions resolutions, except to the extent permitted by Section 5.02, have not been subsequently rescinded, modified or withdrawn in any way. The execution and delivery of this Agreement by the Company do not, and the consummation by the Company of the Offer, the Merger and the other transactions contemplated by this Agreement the Transaction Agreements and compliance by the Company with the provisions 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, or both) under, or give rise to a right of of, or result in, termination, cancellation or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Lien in or upon any of the properties or other assets of the Company or any of its subsidiaries Subsidiaries under, (ix) the certificate of incorporation Company Certificate or by-laws of the Company Bylaws or the comparable organizational documents of any of its subsidiariesSubsidiaries, (iiy) any loan or credit agreement, bond, debenture, note, bond, mortgage, indenture, lease lease, supply agreement, license agreement, development agreement, distribution agreement or other legally binding contract, agreement, obligation, commitment, arrangement, understanding, instrument, permit, concessionfranchise or license, franchise, license whether oral or similar authorization written (each, including all amendments thereto, a "Contract") ), to which the Company or any of its subsidiaries Subsidiaries is a party or otherwise applicable to the Company or any of its subsidiaries or their respective properties or other assets is subject or (z) subject to (i) the accuracy of the representations and warranties of Parent and Sub in Section 4.02(f), (ii) the Stockholder Approval and (iii) subject to the governmental filings and the other matters referred to in paragraph (b) belowthe following sentence, any (A) any judgmentFederal, order state or decree local, domestic or (B) any foreign, statute, law, code, ordinance, rule or regulationregulation of any Governmental Entity (each, a "Law") or (B) Federal, state or local, domestic or foreign, judgment, injunction, order, writ or decree of any Governmental Entity (each, a "Judgment"), in each case applicable to the Company or any of its subsidiaries Subsidiaries or their respective properties or other assets, other than, in the case of clauses (iiy) and (iiiz), any such conflicts, violations, breaches, defaults, rights, losses or Liens that individually or in the aggregate have not had and would not reasonably be expected to (x) have a Material Adverse Effect on Effect. The Company and its Board of Directors have taken all action necessary to (i) render the CompanyCompany Rights inapplicable to the Transaction Agreements, the Offer, the Merger and the other transactions contemplated by the Transaction Agreements and (ii) ensure that (A) neither Parent nor any of its affiliates or associates is or will become an "Acquiring Person" (as defined in the Rights Agreement) by reason of the Transaction Agreements, the Offer, the Merger or any other transaction contemplated by the Transaction Agreements, (yB) impair a "Distribution Date" (as defined in the Rights Agreement) shall not occur, and the Company Rights to purchase Series A Junior Participating Preferred Stock shall not become exercisable, by reason of the Transaction Agreements, the Offer, the Merger or any material other transaction contemplated by the Transaction Agreements and (C) the Company Rights shall expire, and the Final Expiration Date (as defined in the Rights Agreement) shall occur, immediately prior to the Effective Time. 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 (each, a "Governmental Entity") is required by or with respect to the ability 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 Offer, the Merger or the other transactions contemplated by the Transaction Agreements or the compliance by the Company with the provisions of this Agreement, except for (1) the filing of a premerger notification and report form by the Company under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (including the rules and regulations promulgated thereunder, the "HSR Act"), and the receipt, termination or expiration, as applicable, of approvals or waiting periods required under the HSR Act or any other applicable competition, merger control, antitrust or similar Law, (2) the filing with the SEC of (A) the Schedule 14D-9, (B) a proxy statement relating to the adoption by the stockholders of the Company of this Agreement, if required by applicable Law (as amended or supplemented from time to perform its obligations time, the "Proxy Statement"), (C) an information statement required in connection with the Offer under this Agreement Rule 14f-1 under the Exchange Act (as amended or supplemented from time to time, the "Information Statement") and (zD) prevent or materially impedesuch reports under the Exchange Act as may be required in connection with the Transaction Agreements, interfere withthe Offer, hinder or delay the consummation of Merger and the other transactions contemplated by this Agreementthe Transaction Agreements, (3) 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 or any of its Subsidiaries is qualified to do business, (4) any filings required under the rules and regulations of NASDAQ and (5) such other consents, approvals, orders, authorizations, actions, registrations, declarations and filings the failure of which to be obtained or made individually or in the aggregate has not had and would not reasonably be expected to have a Material Adverse Effect.

Authority; Noncontravention. (a) The Company has all requisite corporate power and authority to enter into execute and deliver this Agreement and, subject to obtaining receipt of the Stockholder Approval, to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of the Company and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated by this Agreementhereby, subject, in the case of the consummation of the Merger, to the obtaining of the Stockholder Approval. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Subeach of the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms except insofar as enforceability may be limited by applicable terms, subject to bankruptcy, insolvency, reorganizationmoratorium, moratorium reorganization or similar laws affecting creditors' the rights of creditors generally or by principles governing and the availability of equitable remedies. The Board of Directors of the Company, at a meeting duly called and held at which all directors of the Company were present either in person or by telephonepresent, duly and unanimously (and without any abstentions) adopted resolutions (i) approving and declaring advisable this Agreement, the Merger and the other transactions contemplated by this Agreement, (ii) declaring that it is in the best interests of the Company's stockholders of the Company that the Company enter into this Agreement and consummate the Merger and the other transactions contemplated by this Agreement on the terms and subject to the conditions set forth in this Agreement, (iii) declaring directing that the consideration to be paid to the Company's stockholders in the Merger is fair to such stockholders, (iv) directing that adoption of this Agreement be submitted as promptly as practicable to a vote at a meeting of the Company's stockholders to be held of the Company and (iv) recommending that the stockholders of the Company adopt this Agreement, which resolutions, as promptly as practicable following of the date of this Agreement, (v) recommending that such stockholders adopt this Agreement and (vi) approving the Stockholder Agreement and the transactions contemplated thereby, which resolutions have not been subsequently rescinded, modified or withdrawn in any way. The Except as otherwise contemplated in Section 5.04, the execution and delivery of this Agreement do not, and the consummation of the Merger and the other transactions contemplated by this Agreement and compliance by the Company and its Subsidiaries with the provisions 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, or both) under, or give rise to a right of termination, cancellation cancelation or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Lien in or upon any of the properties or other assets of the Company or any of its subsidiaries Subsidiaries under, (ix) the certificate of incorporation Company Certificate or bythe Company By-laws of the Company or the comparable organizational documents of any of its subsidiariesSubsidiaries, (iiy) any loan or credit agreement, bond, debenture, note, bond, mortgage, indenture, lease lease, sublease, supply agreement, license agreement, development agreement or other contract, agreement, obligation, commitment, arrangement, understanding, instrument, permit, concessionfranchise or license, franchise, license whether oral or similar authorization written (each, including all amendments thereto, a "Contract") ), to which the Company or any of its subsidiaries Subsidiaries is a party or otherwise applicable to the Company or any of its subsidiaries or their respective properties or other assets is subject or (iiiz) subject to the obtaining of the Stockholder Approval and the governmental filings and other matters referred to in paragraph (b) belowthe following sentence, any (A) any judgment, order or decree or (B) any statute, law, ordinance, rule or regulationregulation applicable to the Company or any of its Subsidiaries or their respective properties or other assets or (B) order, writ, injunction, decree, judgment or stipulation, in each case applicable to the Company or any of its subsidiaries Subsidiaries or their respective properties or other assets, other than, in the case of clauses (iiy) and (iiiz), any such conflicts, violations, breaches, defaults, rights, losses or Liens that individually or in the aggregate have not had and would not reasonably be expected to (x) have a Material Adverse Effect on Effect. 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 (each, a "Governmental Entity") is required by or with respect to the CompanyCompany or any of its Subsidiaries in connection with the execution and delivery of this Agreement by the Company or the consummation of the Merger or the other transactions contemplated by this Agreement, except for (1) the filing of a premerger notification and report form by the Company under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (including the rules and regulations promulgated thereunder, the "HSR Act"), and the receipt, termination or expiration, as applicable, of approvals or waiting periods required under the HSR Act or any other applicable foreign competition, merger control, antitrust or similar law or regulation, (y2) impair in any material respect the ability filing with the Securities and Exchange Commission (the "SEC") of (A) a proxy statement relating to the adoption by the stockholders of the Company to perform its obligations under of this Agreement (as amended or supplemented from time to time, the "Proxy Statement") and (zB) prevent or materially impedesuch reports under the Securities Exchange Act of 1934, interfere withas amended (including the rules and regulations promulgated thereunder, hinder or delay the consummation of "Exchange Act"), as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (3) 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 or any of its Subsidiaries is qualified to do business, (4) any filings required under the rules and regulations of the New York Stock Exchange and (5) such other consents, approvals, orders, authorizations, actions, registrations, declarations and filings the failure of which to be obtained or made individually or in the aggregate has not had and would not reasonably be expected to have a Material Adverse Effect.

Authority; Noncontravention. (a) The Company has all the requisite corporate power and authority to enter into execute and deliver this Agreement, to consummate the Merger and the other transactions contemplated by this Agreement andand to comply with the provisions of this Agreement, subject subject, in the case of the consummation of the Merger, to obtaining the Stockholder Approval. Assuming the accuracy of Section 3.02(e), to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by the Company and Company, the consummation by the Company of the Merger and the other transactions contemplated by this Agreement and the compliance by the Company with the provisions of this Agreement have been duly authorized by all necessary corporate action on the part of the Company Company, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement, to comply with the terms of this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement, subject, in the case of the consummation of the Merger, to obtaining the Stockholder Approval. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery of this Agreement by Parent and Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms except insofar as enforceability thereof may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting Laws relating to the enforcement of creditors' ’ rights generally or and by general principles governing of equity (the availability of equitable remedies“Bankruptcy and Equity Exception”). The Board of Directors of the Company, at a meeting duly called and held at which all of the directors of the Company were present either in person or by telephonepresent, duly and unanimously (and without any abstentions) adopted resolutions (i) approving and declaring advisable this Agreement, the Merger and the other transactions contemplated by this Agreement, including transactions contemplated by the Stockholders Agreements, (ii) approving the transactions contemplated by the Stockholders Agreements, (iii) declaring that it is in the best interests of the Company's ’s stockholders that the Company enter into this Agreement and consummate the Merger and the other transactions contemplated by this Agreement on the terms and subject to the conditions set forth in this Agreement, (iiiiv) declaring that the consideration to be paid to the Company's ’s stockholders in the Merger is fair to such stockholders, (ivv) directing that the adoption of this Agreement be submitted to a vote at a meeting of the Company's ’s stockholders to be held as promptly as practicable following the date of this Agreement, (v) recommending that such stockholders adopt this Agreement and (vi) approving recommending that the Stockholder Agreement and the transactions contemplated therebyCompany’s stockholders adopt this Agreement, which resolutions resolutions, except to the extent expressly permitted by Section 4.02, have not been subsequently rescinded, modified or withdrawn in any way. The execution and delivery of this Agreement do notAgreement, and the consummation of the Merger and the other transactions contemplated by this Agreement Agreement, including the transactions contemplated by the Stockholders Agreements, and compliance by the Company with the provisions of this Agreement do not and will not, 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 of, or result in, termination, cancellation cancelation or acceleration of any obligation or to the a loss of a benefit under, or result in the creation of any Lien in or upon any of the properties or assets of the Company or any of its subsidiaries Subsidiaries under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under (iincluding any right of a holder of a security of the Company or any of its Subsidiaries to require the Company or any of its Subsidiaries to acquire such security), any provision of (A) the Company Certificate or the Company Bylaws or the certificate of incorporation or by-laws of the Company bylaws (or the comparable similar organizational documents documents) of any of its subsidiariesSubsidiaries, (iiB) any loan or credit agreement, bond, debenture, note, bond, mortgage, indenture, guarantee, lease or other contract, commitment, agreement, obligationinstrument, commitment, binding arrangement, understanding, instrumentobligation, permitundertaking or license, concession, franchise, license whether oral or similar authorization written (each, including all amendments thereto, a "“Contract") ”), or Permit to or by which the Company or any of its subsidiaries Subsidiaries is a party or otherwise applicable bound or to the Company or by which any of its subsidiaries or their respective properties or assets are subject or bound or (iiiC) subject to the governmental filings and other matters referred to in paragraph the following sentence, any (b1) belowFederal, (A) any judgmentstate or local, order domestic or decree or (B) any foreign, statute, law, code, ordinance, rule rule, regulation, standard, directive or regulationguidance of any Governmental Entity (each, a “Law”), assuming receipt of the Stockholder Approval and the adoption of this Agreement by Parent, as the sole stockholder of Sub, or (2) Federal, state or local, domestic or foreign, judgment, injunction, order, writ or decree of any Governmental Entity (each, a “Judgment”), in each case case, applicable to the Company or any of its subsidiaries Subsidiaries or their respective properties or assets, other than, in the case of clauses (iiB) and (iiiC), any such conflicts, violations, breaches, defaults, rightsterminations, losses cancelations, accelerations, losses, Liens, rights or Liens that entitlements that, individually or in the aggregate would aggregate, are not reasonably be expected likely to (x) have a Material Adverse Effect on the Company, or (y) impair in any material respect the ability of the Company to perform its obligations under this Agreement. No consent, approval, order or authorization of, registration, declaration or filing with, or notice to, any Federal, state or local, domestic or foreign, government or any court, administrative agency or commission or other governmental, quasi‑governmental or regulatory authority or agency, domestic or foreign (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, the consummation by the Company of the Merger and the other transactions contemplated by this Agreement or the compliance by the Company with the provisions of this Agreement, except for (zI) prevent the filing of a premerger notification and report form by the Company under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and the filings and receipt, termination or materially impedeexpiration, interfere withas applicable, hinder of such other approvals or delay waiting periods required under any other applicable competition, merger control, antitrust or similar Law, (II) the consummation filing with the Securities and Exchange Commission (the “SEC”) of a proxy statement relating to the adoption of this Agreement by the Company’s stockholders (as amended or supplemented from time to time, the “Proxy Statement”) and such reports under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the “Exchange Act”), as may be required in connection with this Agreement and the Merger and the other transactions contemplated by this Agreement, (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 jurisdictions in which the Company or any of its Subsidiaries is qualified to do business, (IV) any filings required under the rules and regulations of The NASDAQ Stock Market LLC and (V) such other consents, approvals, orders, authorizations, registrations, declarations, filings and notices the failure of which to be obtained or made, individually or in the aggregate, are not reasonably likely to (x) have a Material Adverse Effect or (y) impair in any material respect the ability of the Company to perform its obligations under this Agreement.

Authority; Noncontravention. (a) The Company has all requisite corporate power and authority to enter into execute and deliver this Agreement and, subject to obtaining receipt of the Stockholder ApprovalApproval (as defined in Section 4.01(q) and subject to the conditions therein) in connection with the Merger, to perform its obligations under this Agreement and to consummate the Offer, the Merger and the other transactions contemplated by this Agreement. The execution and delivery of this Agreement by the Company and the performance and consummation by the Company of the Offer, the Merger and the other transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of the Company and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Offer, the Merger and the other transactions contemplated by this Agreement, subject, in the case of the performance of this Agreement and the consummation of the Merger, to the obtaining of the Stockholder Approval, if applicable. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Subeach of the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms terms, except insofar as that such enforceability (i) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to the enforcement of creditors' ’ rights generally or by and (ii) is subject to general principles governing the availability of equitable remediesequity. The Board of Directors of the Company, at a meeting duly called and held at which all directors of the Company were present either in person or by telephoneheld, duly and unanimously (and without any abstentions) adopted resolutions (i) approving and declaring advisable this Agreement, the Offer, the Merger and the other transactions contemplated by this Agreement, (ii) declaring and recommending to its stockholders that it is advisable and in the best interests of the Company's Company and the stockholders of the Company that the Company enter into this Agreement and consummate the Offer and the Merger and the other transactions contemplated by this Agreement on the terms and subject to the conditions set forth in this Agreement, and (iii) declaring recommending that the consideration to be paid to stockholders of the Company's stockholders Company accept the Offer, tender their shares of Company Common Stock in the Merger is fair to such stockholdersOffer and adopt this Agreement, (iv) directing that this Agreement be submitted to a vote at a meeting which resolutions, as of the Company's stockholders to be held as promptly as practicable following the date of this Agreement, (v) recommending that such stockholders adopt this Agreement and (vi) approving the Stockholder Agreement and the transactions contemplated thereby, which resolutions have not been subsequently rescinded, modified or withdrawn in any wayway (the “Company Board Recommendation”). The execution execution, delivery and delivery performance of this Agreement by the Company do not, and the consummation by the Company of the Offer, the Merger and the other transactions contemplated by this Agreement and compliance by the Company with the provisions 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, or both) under, require consent under, or give rise to a right of of, or result in, termination, cancellation cancellation, modification or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Lien in or upon any of the properties or other assets of the Company or any of its subsidiaries Subsidiaries under, (iA) the certificate of incorporation Company Certificate or by-laws of the Company Bylaws or the comparable organizational documents of any of its subsidiariesSubsidiaries, (iiB) any loan or credit agreement, bond, debenture, note, bond, mortgage, indenture, lease lease, supply agreement, license agreement, development agreement or other contract, agreement, obligation, commitmentcommitment or instrument that is intended by the Company or any of its Subsidiaries to be legally binding, arrangement, understanding, instrument, permit, concession, franchise, license or similar authorization (each, including all amendments thereto, a "“Contract") ”), to which the Company or any of its subsidiaries Subsidiaries is a party or otherwise applicable to the Company or any of its subsidiaries or their respective properties or other assets is subject or (iiiC) subject to the obtaining of the Stockholder Approval in connection with the Merger, if applicable, and the governmental filings and other matters referred to in paragraph the following sentence, any (b1) belowfederal, (A) any judgmentstate, order local, provincial or decree or (B) any foreign statute, law, ordinance, rule or regulationregulation (each, in each case a “Law”) applicable to the Company or any of its subsidiaries Subsidiaries or their respective properties or other assets or (2) order, writ, injunction, decree, judgment or stipulation (each, an “Order”) applicable to the Company or any of its Subsidiaries or their respective properties or other assets, other than, in the case of clauses (iiB) and (iiiC), any such conflicts, violations, breaches, defaults, rightsconsents, rights of termination, cancellation, modification or acceleration, losses or Liens that would not, individually or in the aggregate would not aggregate, reasonably be expected to (x) have a Material Adverse Effect on or prevent or materially impede, interfere with, hinder or delay the Companyconsummation of the Offer, the Merger and the other transactions contemplated by this Agreement. No consent, approval, order or authorization of, action by or in respect of, or registration, declaration, notice to or filing with, any federal, state, local or foreign government, any court, administrative, regulatory or other governmental agency, commission or authority or any organized securities exchange (each, a “Governmental Entity”) is required by or with respect to the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement by the Company or the consummation of the Offer, the Merger or the other transactions contemplated by this Agreement, except for (i) (A) the filing of a premerger notification and report form by the Company under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (the “HSR Act”) and the termination of the waiting period required thereunder and (B) any required non-U.S. antitrust or competition law approvals or filings, (yii) impair in any material respect the ability filing with the SEC of (A) a proxy or information statement relating to the adoption by the stockholders of the Company of this Agreement, if required (as amended or supplemented from time to perform its obligations time, the “Proxy Statement”) and (B) such reports or statements under the Exchange Act as may be required in connection with this Agreement and the Offer, the Merger and the other transactions contemplated by this Agreement, (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 or any of its Subsidiaries is qualified to do business, (iv) any filings with and approvals of the Nasdaq Global Market and (v) such other consents, approvals, orders, authorizations, actions, registrations, declarations, notices and filings the failure of which to be obtained or made, individually or in the aggregate, would not (A) reasonably be expected to have a Material Adverse Effect or (zB) prevent or materially impede, interfere with, hinder or delay the consummation of the transactions contemplated by this Agreement. The Prior Agreement, effective as of the signing of this Agreement, has been validly terminated. With respect to any Contract or other arrangement between the Company or any of its Subsidiaries and any current or former director, officer, employee or independent contractor of the Company or any of its Subsidiaries, which provides for payments made or to be made or benefits granted or to be granted to such director, officer, employee or independent contractor (collectively, the “Arrangements”), the Compensation Committee of the Company’s Board of Directors, which committee consists solely of independent directors as determined pursuant to the instructions to paragraph (d)(2) of Rule 14d-10 under the Exchange Act, has unanimously (i) determined that the amounts paid or payable, or benefits granted or to be granted, under such Arrangements are being paid or granted as compensation for past services performed, for future services to be performed, or for refraining from the performance of future services, and are not calculated based on the number of shares of Company Common Stock to be tendered in the Offer, and (ii) approved all such Arrangements as employment compensation, severance or other employee benefit arrangements meeting the requirements of the non-exclusive safe harbor under Rule 14d-10(d)(2) under the Exchange Act.

Authority; Noncontravention. (a) The Company Each of Parent and Merger Sub has all the requisite corporate partnership or limited liability company power and authority to enter into this Agreement and, subject to obtaining the Stockholder Approval, and to consummate the transactions contemplated by this Agreementhereby. (i) The execution and delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of the Company and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated by this Agreement, subject, in the case of the Merger, to obtaining the Stockholder Approval. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally or by principles governing the availability of equitable remedies. The Board of Directors of the Company, at a meeting duly called and held at which all directors of the Company were present either in person or by telephone, duly and unanimously (and without any abstentions) adopted resolutions (i) approving and declaring advisable this Agreement, (ii) declaring that it is in the best interests of the Company's stockholders that the Company enter into this Agreement and consummate the Merger on the terms and subject to the conditions set forth in this Agreement, (iii) declaring that the consideration to be paid to the Company's stockholders in the Merger is fair to such stockholders, (iv) directing that this Agreement be submitted to a vote at a meeting of the Company's stockholders to be held as promptly as practicable following the date of this Agreement, (v) recommending that such stockholders adopt this Agreement and (vi) approving the Stockholder Agreement and the transactions contemplated thereby, which resolutions have not been subsequently rescinded, modified or withdrawn in any way. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement hereby have been duly and compliance validly authorized by the Company with Board of Directors of Parent GP (the provisions “Parent GP Board”) and Parent, as the sole member of this Agreement will notMerger Sub, conflict with, or 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 benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company or any of its subsidiaries under, (i) the certificate of incorporation or by-laws of the Company or the comparable organizational documents of any of its subsidiaries, and (ii) any loan no other entity or credit agreementequity-holder proceedings on the part of Parent, note, bond, mortgage, indenture, lease or other contract, agreement, obligation, commitment, arrangement, understanding, instrument, permit, concession, franchise, license or similar authorization (each, a "Contract") to which the Company or any of its subsidiaries is a party or otherwise applicable to the Company or any of its subsidiaries Merger Sub or their respective properties or assets or (iii) subject equity holders are necessary to the governmental filings and other matters referred to in paragraph (b) below, (A) any judgment, order or decree or (B) any statute, law, ordinance, rule or regulation, in each case applicable to the Company or any of its subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations, breaches, defaults, rights, losses or Liens that individually or in the aggregate would not reasonably be expected to (x) have a Material Adverse Effect on the Company, (y) impair in any material respect the ability of the Company to perform its obligations under this Agreement or (z) prevent or materially impede, interfere with, hinder or delay authorize the consummation of the transactions contemplated hereby. The Parent GP Board has approved the execution and delivery of this Agreement and the transactions contemplated hereby, including the Merger and the issuance of Parent Common Units (the “Unit Issuance”) in connection with the Merger. This Agreement has been duly and validly executed and delivered by Xxxxxx and Merger Sub and, assuming this AgreementAgreement constitutes the legal, valid and binding agreement of the Partnership, this Agreement constitutes the legal, valid and binding agreement of Parent and Merger Sub and is enforceable against Parent and Merger Sub in accordance with its terms, subject to the Equitable Exception. Prior to the issuance of Substantially Equivalent Units, all partnership and limited liability company action, as the case may be, required to be taken by Parent, Parent GP or any of their equityholders, partners or members for (A) the authorization, execution and delivery of the Substantially Equivalent Units and (B) the authorization, execution and delivery of an amendment to the Parent Partnership Agreement to authorize and establish the terms of the Substantially Equivalent Units will have been taken.

Authority; Noncontravention. (a) The Company Each of Parent and Merger Sub has all requisite necessary corporate power and corporate authority to enter into execute and deliver this Agreement andAgreement, subject to obtaining the Stockholder Approval, perform its obligations hereunder and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of the Company and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated by this Agreement, subject, in the case of the Merger, to obtaining the Stockholder Approval. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally or by principles governing the availability of equitable remediesTransactions. The Board of Directors of the Company, at a meeting Parent has duly called and held at which all directors of the Company were present either in person or by telephone, duly and unanimously (and without any abstentions) adopted resolutions (i) approving the execution, delivery and declaring advisable this Agreement, (ii) declaring that it is in the best interests performance by Parent of the Company's stockholders that the Company enter into this Agreement and consummate the Merger on the terms and subject to the conditions set forth in this Agreement, (iii) declaring that the consideration to be paid to the Company's stockholders in the Merger is fair to such stockholders, (iv) directing that this Agreement be submitted to a vote at a meeting consummation of the Company's stockholders to be held as promptly as practicable following the date of this Agreement, (v) recommending that such stockholders adopt this Agreement and (vi) approving the Stockholder Agreement and the transactions contemplated therebyTransactions, which resolutions have not been subsequently rescinded, modified or withdrawn in any waywithdrawn. The Board of Directors of Merger Sub has adopted resolutions (i) authorizing, approving and declaring advisable and in the best interests of Merger Sub and its sole stockholder, the Merger and the execution, delivery and performance by Xxxxxx Sub of this Agreement and the consummation by Xxxxxx Sub of the Transactions and (ii) directing that Xxxxxx Sub submit the adoption of this Agreement to a vote at a meeting or by unanimous written consent of Merger Sub’s stockholder, which resolutions have not been subsequently rescinded, modified or withdrawn. No vote of holders of capital stock of Parent is necessary to approve this Agreement or the consummation by Xxxxxx and Merger Sub of the Merger and the other Transactions. Parent, as the sole stockholder of Merger Sub, will approve this Agreement and the Transactions (which approval shall be provided for by written consent of Parent) immediately following simultaneously with the execution and delivery of this Agreement. Except as expressly set forth in this Section 4.02(a), no other corporate action (including any stockholder vote or other action) on the part of Parent or Merger Sub is necessary to authorize the execution, delivery and performance by Xxxxxx and Xxxxxx Sub of this Agreement do not, and the consummation by Xxxxxx and Xxxxxx Sub of the transactions contemplated Transactions. This Agreement has been duly executed and delivered by this Agreement Xxxxxx and compliance Xxxxxx Sub and, assuming due authorization, execution and delivery hereof by the Company Company, constitutes a legal, valid and binding obligation of each of Parent and Merger Sub, enforceable against each of them in accordance with the provisions of this Agreement will notits terms, conflict with, or 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 benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company or any of its subsidiaries under, (i) the certificate of incorporation or by-laws of the Company or the comparable organizational documents of any of its subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other contract, agreement, obligation, commitment, arrangement, understanding, instrument, permit, concession, franchise, license or similar authorization (each, a "Contract") to which the Company or any of its subsidiaries is a party or otherwise applicable to the Company or any of its subsidiaries or their respective properties or assets or (iii) subject to the governmental filings Bankruptcy and other matters referred Equity Exception. No Takeover Laws apply or will apply to in paragraph (b) below, (A) any judgment, order Parent or decree or (B) any statute, law, ordinance, rule or regulation, in each case applicable Merger Sub with respect to the Company or any of its subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations, breaches, defaults, rights, losses or Liens that individually or in the aggregate would not reasonably be expected to (x) have a Material Adverse Effect on the Company, (y) impair in any material respect the ability of the Company to perform its obligations under this Agreement or (z) prevent or materially impede, interfere with, hinder or delay the consummation of the transactions contemplated by this AgreementTransactions.

Authority; Noncontravention. (ai) The Company has all requisite corporate power and authority to enter into execute and deliver, and perform its obligations under, this Agreement and, subject to obtaining the Stockholder Approval, and to consummate the transactions contemplated by this AgreementTransactions, subject, in the case of the Merger only, to receipt of the Company Stockholder Approval and the Company NYSE Stockholder Approval. The execution execution, delivery and delivery performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated by this Agreement Transactions have been duly authorized by all necessary corporate action on the part of the Company and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated by this AgreementCompany, subject, in the case of the MergerMerger only, to obtaining receipt of the Company Stockholder Approval and the Company NYSE Stockholder Approval. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Subeach of the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms except insofar terms, subject, as enforceability may be limited by applicable to enforceability, to bankruptcy, insolvency, reorganization, moratorium insolvency and other Laws of general applicability relating to or similar laws affecting creditors' ’ rights generally or by principles governing and to general equity principles. Prior to the availability execution of equitable remedies. The this Agreement, the Board of Directors of the CompanyCompany duly, at a meeting duly called and held at which all directors of the Company were present either in person or by telephone, duly validly and unanimously (and without any abstentions) adopted resolutions (iA) approving and declaring advisable this Agreement, the Merger and the other Transactions, (iiB) declaring that it is in the best interests of the Company's stockholders of the Company that the Company enter into this Agreement and consummate the Merger and the other Transactions on the terms and subject to the conditions set forth in this Agreementherein, (iii) declaring that the consideration to be paid to the Company's stockholders in the Merger is fair to such stockholders, (ivC) directing that the adoption of this Agreement be submitted to a vote at a meeting of the stockholders of the Company's , (D) recommending that the stockholders of the Company adopt this Agreement and (E) recommending that the Stockholders of the Company approve the issuance of shares set forth as Proposals 2 and 3 of the Company’s proxy statement dated April 1, 2015 (the “April Proxy”) ((A), (B), (C), (D) and (E) being collectively referred to be held herein as promptly the “Company Board Recommendations”), which resolutions, as practicable following of the date of this Agreement, (v) recommending that such stockholders adopt this Agreement and (vi) approving the Stockholder Agreement and the transactions contemplated thereby, which resolutions have not been subsequently rescinded, modified or withdrawn in any way. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance by the Company with the provisions 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, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company or any of its subsidiaries under, (i) the certificate of incorporation or by-laws of the Company or the comparable organizational documents of any of its subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other contract, agreement, obligation, commitment, arrangement, understanding, instrument, permit, concession, franchise, license or similar authorization (each, a "Contract") to which the Company or any of its subsidiaries is a party or otherwise applicable to the Company or any of its subsidiaries or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in paragraph (b) below, (A) any judgment, order or decree or (B) any statute, law, ordinance, rule or regulation, in each case applicable to the Company or any of its subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations, breaches, defaults, rights, losses or Liens that individually or in the aggregate would not reasonably be expected to (x) have a Material Adverse Effect on the Company, (y) impair in any material respect the ability of the Company to perform its obligations under this Agreement or (z) prevent or materially impede, interfere with, hinder or delay the consummation of the transactions contemplated by this Agreement.

Authority; Noncontravention. (a) The Company Seller has all requisite corporate power and authority to enter into execute and deliver this Agreement and, subject to obtaining and the Stockholder Approval, Related Documents and to consummate the transactions contemplated by this AgreementContemplated Transactions. The execution and delivery of this Agreement and the Related Documents by the Company Seller and the consummation by the Company Seller of the transactions contemplated by this Agreement Contemplated Transactions have been duly authorized by all necessary corporate action on the part of the Company Seller and no other corporate proceedings on the part of the Company Seller are necessary to authorize this Agreement Agreement, the Related Documents or to consummate the transactions contemplated by Contemplated Transactions. Each of this Agreement, subject, in Agreement and the case of the Merger, to obtaining the Stockholder Approval. This Agreement Related Documents has been duly executed and delivered by the Company Seller and, assuming the due authorization, execution and delivery by Parent and SubBuyer, constitutes a legal, valid and binding obligation of the CompanySeller, enforceable against the Company Seller in accordance with its terms except insofar as enforceability may be limited by applicable terms, subject to bankruptcy, insolvency, reorganizationmoratorium, moratorium reorganization or similar laws Laws affecting creditors' the rights of creditors generally or by principles governing and the availability of equitable remedies. The Board of Directors of the CompanySeller, at a meeting duly called and held at which all directors of the Company Seller were present either in person or by telephonepresent, duly and unanimously (and without any abstentions) adopted resolutions (ia) approving and declaring advisable this Agreement, the Escrow Agreement, the other Related Documents, the Acquisition and the other Contemplated Transactions and (iib) declaring that it is in the best interests of the Company's stockholders of Seller that the Company Seller enter into this Agreement and the Related Documents and consummate the Merger Contemplated Transactions on the terms and subject to the conditions set forth in this Agreement, (iii) declaring that the consideration to be paid to the Company's stockholders in the Merger is fair to Agreement or such stockholders, (iv) directing that this Agreement be submitted to a vote at a meeting of the Company's stockholders to be held as promptly as practicable following the date of this Agreement, (v) recommending that such stockholders adopt this Agreement and (vi) approving the Stockholder Agreement and the transactions contemplated therebyRelated Documents, which resolutions have not been subsequently rescinded, modified or withdrawn in any way. The execution and No stockholder or other equity holder approval is required on behalf of Seller for the execution, delivery or performance of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance by the Company with the provisions 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, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company or any of its subsidiaries under, (i) the certificate of incorporation or by-laws of the Company or the comparable organizational documents of any of its subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other contract, agreement, obligation, commitment, arrangement, understanding, instrument, permit, concession, franchise, license or similar authorization (each, a "Contract") to which the Company or any of its subsidiaries is a party or otherwise applicable to the Company or any of its subsidiaries or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in paragraph (b) below, (A) any judgment, order or decree or (B) any statute, law, ordinance, rule or regulation, in each case applicable to the Company or any of its subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations, breaches, defaults, rights, losses or Liens that individually or in the aggregate would not reasonably be expected to (x) have a Material Adverse Effect on the Company, (y) impair in any material respect the ability of the Company to perform its obligations under this Agreement or (z) prevent or materially impede, interfere with, hinder or delay the consummation of the transactions contemplated by this AgreementRelated Document.

Authority; Noncontravention. (a) The Company has all requisite corporate power and authority to enter into this Agreement and, subject to obtaining receipt of Company stockholder approval (the "Company Stockholder Approval"), to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of the Company Company, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated by this Agreementhereby, subject, in the case of the Merger, to obtaining receipt of the Company Stockholder Approval. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Subeach of the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms except insofar as enforceability may be limited by (subject to applicable bankruptcy, insolvencysolvency, fraudulent transfer, reorganization, moratorium or similar laws and other Laws affecting creditors' rights generally or from time to time in effect and by general principles governing of equity). As of the availability of equitable remedies. The date hereof, the Board of Directors of the Company, at a meeting duly called and held at which all the directors of the Company were present either in person or by telephone, duly and unanimously (and without any abstentions) adopted resolutions (i) approving and declaring advisable this Agreement, (ii) declaring that it is in the best interests of the Company's stockholders that the Company enter into this Agreement and consummate the Merger on and the terms and subject to the conditions set forth in other transactions contemplated by this Agreement, (iii) declaring that the consideration to be paid to the Company's stockholders in the Merger is fair to such stockholders, (ivii) directing that the adoption of this Agreement be submitted to a vote at a meeting of the Company's stockholders to be held as promptly as practicable following of the date of this Agreement, Company and (viii) recommending that such the stockholders adopt this Agreement and (vi) approving the Stockholder Agreement and the transactions contemplated thereby, which resolutions have not been subsequently rescinded, modified or withdrawn in any way. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance by the Company with the provisions 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, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company or any of its subsidiaries under, (i) the certificate of incorporation or by-laws of the Company or the comparable organizational documents of any of its subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other contract, agreement, obligation, commitment, arrangement, understanding, instrument, permit, concession, franchise, license or similar authorization (each, a "Contract") to which the Company or any of its subsidiaries is a party or otherwise applicable to the Company or any of its subsidiaries or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in paragraph (b) below, (A) any judgment, order or decree or (B) any statute, law, ordinance, rule or regulation, in each case applicable to the Company or any of its subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations, breaches, defaults, rights, losses or Liens that individually or in the aggregate would not reasonably be expected to (x) have a Material Adverse Effect on the Company, (y) impair in any material respect the ability of the Company to perform its obligations under this Agreement or (z) prevent or materially impede, interfere with, hinder or delay the consummation of the transactions contemplated by adopt this Agreement.

Authority; Noncontravention. (a) The Company Each Purchasing Party and each of its respective Affiliates (as applicable) has all requisite corporate power and authority to enter into execute and deliver this Agreement andand has, subject or prior to obtaining the Stockholder Approvalexecution thereof, will have, all requisite power and authority to execute and deliver each Related Document to which such Purchasing Party or such Affiliate is a party or will be a party, and to consummate the Acquisition and the other transactions contemplated by this Agreementhereby and thereby, including the Financing. The execution and delivery of this Agreement and each Related Document to which it is a party, or will be a party by the Company Purchasing Parties and their respective Affiliates (to the extent a party thereto) and the consummation of the Acquisition and any of the other transactions contemplated hereby and thereby, including the Financing, and the compliance by the Company Purchasing Parties and their respective Affiliates with the provisions of this Agreement and each Related Document to which such Purchasing Party or such Affiliate is a party or will be a party have been (and in the case of the transactions contemplated by this Agreement have been Related Documents, will be) duly authorized by all necessary corporate or other action on the part of the Company Purchasing Parties and their respective Affiliates, and no other corporate or other proceedings on the part of the Company are Purchasing Parties or any of their respective Affiliates is necessary to authorize or approve this Agreement or any Related Document to which such Purchasing Party or such Affiliate is a party or will be a party, or to consummate the Acquisition or the other transactions contemplated by this Agreementhereby and thereby, subject, in including the case of the Merger, to obtaining the Stockholder ApprovalFinancing. This Agreement has been duly executed and delivered by the Company Purchasing Parties and, assuming the due authorization, execution and delivery by Parent and Subthe other parties hereto, constitutes a legal, valid and binding obligation of the CompanyPurchasing Parties, enforceable against the Company Purchasing Parties in accordance with its terms except insofar as enforceability may be limited by (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar laws and other Laws affecting creditors' ’ rights generally or by principles governing the availability of equitable remediesfrom time to time in effect). The Board of Directors of the Company, at Each Related Document to which a meeting duly called and held at which all directors of the Company were present either in person or by telephone, duly and unanimously (and without any abstentions) adopted resolutions (i) approving and declaring advisable this Agreement, (ii) declaring that it is in the best interests of the Company's stockholders that the Company enter into this Agreement and consummate the Merger on the terms and subject to the conditions set forth in this Agreement, (iii) declaring that the consideration to be paid to the Company's stockholders in the Merger is fair to such stockholders, (iv) directing that this Agreement be submitted to a vote at a meeting of the Company's stockholders to be held as promptly as practicable following the date of this Agreement, (v) recommending that such stockholders adopt this Agreement and (vi) approving the Stockholder Agreement and the transactions contemplated thereby, which resolutions have not been subsequently rescinded, modified or withdrawn in any way. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance by the Company with the provisions 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, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company Purchasing Party or any of its subsidiaries under, (i) the certificate of incorporation or by-laws of the Company or the comparable organizational documents of any of its subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other contract, agreement, obligation, commitment, arrangement, understanding, instrument, permit, concession, franchise, license or similar authorization (each, a "Contract") to which the Company or any of its subsidiaries respective Affiliates is a party or otherwise applicable to the Company will be a party has been or any will be duly executed and delivered by such Purchasing Party and such Affiliates (as applicable), and constitutes or will constitute a legal, valid and binding obligation of such Purchasing Party and such Affiliates (as applicable), enforceable against such Purchasing Party and such Affiliates (as applicable) in accordance with its subsidiaries or their respective properties or assets or terms (iii) subject to the governmental filings applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other matters referred Laws affecting creditors’ rights generally from time to time in paragraph (b) below, (A) any judgment, order or decree or (B) any statute, law, ordinance, rule or regulation, in each case applicable to the Company or any of its subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iiieffect), any such conflicts, violations, breaches, defaults, rights, losses or Liens that individually or in the aggregate would not reasonably be expected to (x) have a Material Adverse Effect on the Company, (y) impair in any material respect the ability of the Company to perform its obligations under this Agreement or (z) prevent or materially impede, interfere with, hinder or delay the consummation of the transactions contemplated by this Agreement.

Authority; Noncontravention. (a) The Company has all requisite corporate power and authority to enter into execute and deliver this Agreement andand the Principal Stockholders' Agreement and to consummate the Merger and the other transactions contemplated hereby and thereby, subject subject, in the case of the consummation of the Merger, only to obtaining receipt of the Stockholder Approval, to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement and the Principal Stockholders' Agreement by the Company and the consummation of the Merger and the other transactions contemplated hereby and thereby and the compliance by the Company with the provisions of this Agreement and the transactions contemplated by this Principal Stockholders' Agreement have been duly authorized by all necessary corporate action on the part of the Company and no other corporate proceedings on the part of the Company are necessary to authorize or approve this Agreement or the Principal Stockholders' Agreement or to consummate the Merger or the other transactions contemplated by this Agreementhereby or thereby, subject, in the case of the consummation of the Merger, only to obtaining receipt of the Stockholder Approval. This Agreement has and the Principal Stockholders' Agreement have been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent each of the other parties hereto and Subthereto, constitutes a constitute legal, valid and binding obligation obligations of the Company, enforceable against the Company in accordance with its each of their respective terms except insofar as enforceability may be limited by (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar laws and other Laws affecting creditors' rights generally or by principles governing the availability of equitable remediesfrom time to time in effect). The Board of Directors of the Company, at a meeting duly called and held held, at which all directors of the Company were present either in person or by telephonepresent, duly and unanimously (and without any abstentions) adopted resolutions (i) approving approving, adopting and declaring advisable this Agreement, the Principal Stockholders' Agreement, the Merger and the other transactions contemplated hereby and thereby, (ii) declaring that it is the Merger and the other transactions contemplated hereby are in the best interests of the stockholders of the Company's stockholders that the Company enter into this Agreement and consummate the Merger on the terms and subject to the conditions set forth in this Agreement, (iii) declaring that fixing the consideration record date to be paid determine the stockholders entitled to consent to the Company's stockholders in adoption of this Agreement and approve the Merger and the other transactions contemplated hereby, which date is fair to such stockholdersthe date hereof, (iv) directing that this Agreement be submitted to a vote at a meeting the stockholders immediately following the execution and delivery of this Agreement by each of the Company's parties hereto for such stockholders to be held as promptly as practicable following consider whether to adopt this Agreement and approve the date of this Agreement, Merger and other transactions contemplated hereby and (v) recommending that such the stockholders of the Company adopt this Agreement and (vi) approving approve the Stockholder Agreement Merger and the other transactions contemplated therebyhereby, which resolutions have not been subsequently rescinded, modified or withdrawn in any way. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance by the Company with the provisions 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, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company or any of its subsidiaries under, (i) the certificate of incorporation or by-laws of the Company or the comparable organizational documents of any of its subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other contract, agreement, obligation, commitment, arrangement, understanding, instrument, permit, concession, franchise, license or similar authorization (each, a "Contract") to which the Company or any of its subsidiaries is a party or otherwise applicable to the Company or any of its subsidiaries or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in paragraph (b) below, (A) any judgment, order or decree or (B) any statute, law, ordinance, rule or regulation, in each case applicable to the Company or any of its subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations, breaches, defaults, rights, losses or Liens that individually or in the aggregate would not reasonably be expected to (x) have a Material Adverse Effect on the Company, (y) impair in any material respect the ability of the Company to perform its obligations under this Agreement or (z) prevent or materially impede, interfere with, hinder or delay the consummation of the transactions contemplated by this Agreement.

Authority; Noncontravention. (a) The Company has all requisite corporate power and authority to enter into execute and deliver this Agreement andand to consummate the Merger and the other transactions contemplated hereby and thereby, subject subject, in the case of the consummation of the Merger, only to obtaining receipt of the Stockholder Approval, to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by the Company and the consummation of the Merger and the other transactions contemplated hereby and thereby and the compliance by the Company with the provisions of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of the Company and no other corporate proceedings on the part of the Company are necessary to authorize or approve this Agreement or to consummate the Merger or the other transactions contemplated by this Agreementhereby or thereby, subject, in the case of the consummation of the Merger, only to obtaining receipt of the Stockholder Approval. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Subeach of the other parties hereto, constitutes a the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms except insofar as enforceability may be limited by (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar laws and other Laws affecting creditors' rights generally or by principles governing the availability of equitable remediesfrom time to time in effect). The Board of Directors of the Company, at a meeting duly called and held held, at which all directors of the Company were present either in person or by telephonepresent, duly and unanimously (and without any abstentions) adopted resolutions (i) approving approving, adopting and declaring advisable this Agreement, the Merger and the other transactions contemplated hereby and thereby, (ii) declaring that it is the Merger and the other transactions contemplated hereby are in the best interests of the stockholders of the Company's stockholders that the Company enter into this Agreement and consummate the Merger on the terms and subject to the conditions set forth in this Agreement, (iii) declaring that fixing the consideration record date to be paid determine the stockholders entitled to consent to the Company's stockholders in adoption of this Agreement and approve the Merger and the other transactions contemplated hereby, which date is fair to such stockholdersthe date hereof, (iv) directing that this Agreement be submitted to a vote at a meeting the stockholders promptly following the execution and delivery of this Agreement by each of the Company's parties hereto for such stockholders to be held as promptly as practicable following consider whether to adopt this Agreement and approve the date of this Agreement, Merger and other transactions contemplated hereby and (v) recommending that such the stockholders of the Company adopt this Agreement and (vi) approving approve the Stockholder Agreement Merger and the other transactions contemplated therebyhereby, which resolutions have not been subsequently rescinded, modified or withdrawn in any way. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance by the Company with the provisions 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, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company or any of its subsidiaries under, (i) the certificate of incorporation or by-laws of the Company or the comparable organizational documents of any of its subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other contract, agreement, obligation, commitment, arrangement, understanding, instrument, permit, concession, franchise, license or similar authorization (each, a "Contract") to which the Company or any of its subsidiaries is a party or otherwise applicable to the Company or any of its subsidiaries or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in paragraph (b) below, (A) any judgment, order or decree or (B) any statute, law, ordinance, rule or regulation, in each case applicable to the Company or any of its subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations, breaches, defaults, rights, losses or Liens that individually or in the aggregate would not reasonably be expected to (x) have a Material Adverse Effect on the Company, (y) impair in any material respect the ability of the Company to perform its obligations under this Agreement or (z) prevent or materially impede, interfere with, hinder or delay the consummation of the transactions contemplated by this Agreement.

Authority; Noncontravention. (a) The Company Buyer has all the requisite corporate power and authority to enter into this Agreement andAgreement, subject each of the other Ancillary Documents to obtaining be executed and delivered by the Stockholder ApprovalBuyer, and all other agreements and instruments contemplated hereby and thereby and to consummate the transactions and perform the obligations contemplated hereby and thereby to be consummated by this Agreementit. The execution and delivery by the Buyer of this Agreement by the Company and the consummation by the Company Buyer of the transactions contemplated hereby and thereby to be consummated by this Agreement it have been duly authorized by all necessary corporate action on the part of the Company and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated by this Agreement, subject, in the case of the Merger, to obtaining the Stockholder ApprovalBuyer. This Agreement has been duly executed and delivered by the Company andBuyer and constitutes, and the other Ancillary Documents to be entered into by the Buyer at or prior to the Closing will be, when executed and delivered by the Buyer (and assuming this Agreement and such other Ancillary Documents to be entered into by the due authorization, execution and delivery by Parent and Sub, constitutes a Stockholder constitute legal, valid and binding obligation obligations of the CompanyStockholder) valid and binding obligations of the Buyer, enforceable against the Company in accordance with its terms their respective terms, except insofar as that enforceability of this Agreement and the other Ancillary Documents may be limited by applicable subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting now or hereafter in effect relating to creditors' rights generally or by principles governing and that the availability remedy of specific performance and injunctive and other forms of equitable remediesrelief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The Board execution, delivery and performance of Directors of the Company, at a meeting duly called and held at which all directors of the Company were present either in person or by telephone, duly and unanimously (and without any abstentions) adopted resolutions (i) approving and declaring advisable this Agreement, (ii) declaring that it is in the best interests of the Company's stockholders that the Company enter into this Agreement and consummate each of the Merger on the terms and subject to the conditions set forth in this Agreement, (iii) declaring that the consideration other Ancillary Documents to be paid to the Company's stockholders in the Merger is fair to such stockholders, (iv) directing that this Agreement executed and be submitted to a vote at a meeting of the Company's stockholders to be held as promptly as practicable following the date of this Agreement, (v) recommending that such stockholders adopt this Agreement and (vi) approving the Stockholder Agreement and the transactions contemplated thereby, which resolutions have not been subsequently rescinded, modified or withdrawn in any way. The execution and delivery of this Agreement do delivered does not, and the consummation of the transactions contemplated by this Agreement hereby and thereby and compliance by the Company with the provisions of this Agreement and each of the other Ancillary Documents to be delivered by the Buyer will not, conflict with, or result in any violation or breach of, or constitute a 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 upon any of the properties or assets of the Company or any of its subsidiaries Buyer under, any provision of (i) the certificate Articles of incorporation Incorporation or by-By laws of the Company or the comparable organizational documents of any of its subsidiariesBuyer, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other contract, agreement, obligation, commitment, arrangement, understanding, instrument, permit, concession, franchise, franchise or license or similar authorization (each, a "Contract") to which the Company or any of its subsidiaries is a party or otherwise applicable to the Company Buyer or any of its subsidiaries or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in paragraph (b) belowthe following sentence, any (A) any judgment, order or decree or (B) any statute, law, ordinance, rule or regulationregulation or (B) judgment, in each case order or decree applicable to the Company Buyer or any of its subsidiaries or their respective properties or assets, other than, in the case of clauses clause (ii) and clause (iii), any such conflicts, violations, breaches, defaults, rights, losses or Liens that individually or in the aggregate would not reasonably be expected to (x) have a Material Adverse Effect material adverse effect on the CompanyBuyer, (y) impair in any material respect the ability of the Company Buyer to perform its obligations under this Agreement Agreement, or (z) prevent or materially impede, interfere with, hinder or delay the consummation of any of the transactions contemplated by this Agreement to be consummated by it. No consent, approval, order or authorization of or registration, declaration or filing with, any Governmental Entity is required by or with respect to the Buyer in connection with the execution and delivery of the Buyer of this Agreement and each of the other Ancillary Documents to be executed and delivered by the Buyer or the consummation by the Buyer of the transactions contemplated hereby and thereby to be consummated by it, except for (i) those required by federal and state securities laws, (ii) those required by NASDAQ (iii) those required by any applicable state takeover laws and (iv) such other consents, approvals, orders, authorizations, 13 20 registrations, declarations and filings the failure of which to be obtained or made would not, individually or in the aggregate, have a material adverse effect on the Buyer or prevent or materially delay the consummation of any of the transactions contemplated by this Agreement.

Authority; Noncontravention. (a) The Subject to approval of the Merger and adoption of this Agreement pursuant to the Company Stockholder Approval, the Company has all requisite corporate power and authority to enter into this Agreement and, subject to obtaining the Stockholder Approval, and to consummate the transactions contemplated by this Agreementhereby. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated by this Agreement hereby have been duly authorized by all necessary corporate action on the part of the Company and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated by this Agreement, subject, in the case of the Merger, to obtaining the Stockholder ApprovalCompany. This Agreement has been duly executed and delivered by the Company and, assuming and constitutes the due authorization, execution and delivery by Parent and Sub, constitutes a legal, valid and binding obligation of the Company, Company enforceable against the Company in accordance with its terms except insofar as enforceability may be limited by subject only to the effect, if any, of (i) applicable bankruptcy, insolvency, reorganization, moratorium or bankruptcy and other similar laws affecting creditors' the rights of creditors generally or by principles and (ii) rules of law governing the availability of specific performance, injunctive relief and other equitable remedies. The Board of Directors Directors, by resolutions duly adopted (and not thereafter modified or rescinded) by the unanimous vote of the CompanyBoard of Directors, at a meeting duly called has approved and held at which all directors adopted this Agreement and approved the Merger and the other transactions contemplated hereby, determined that this Agreement and the terms and conditions of the Company were present either in person or by telephone, duly Merger and unanimously (this Agreement are advisable and without any abstentions) adopted resolutions (i) approving and declaring advisable this Agreement, (ii) declaring that it is in the best interests of the Company's stockholders Company and the Company Stockholders, and directed that the Company enter into this Agreement and consummate the Merger on the terms and subject to the conditions set forth in this Agreement, (iii) declaring that the consideration to be paid to the Company's stockholders in the Merger is fair to such stockholders, (iv) directing that adoption of this Agreement be submitted to a vote at a meeting the Company Stockholders for consideration and unanimously recommended that all of the Company's stockholders to be held as promptly as practicable following the date of Company Stockholders adopt this Agreement, (v) recommending that such stockholders . The affirmative votes of the holders of a majority of the outstanding shares of Company Common Stock is the only vote of the holders of the Company Capital Stock necessary to adopt this Agreement and (vi) approving approve the Stockholder Agreement and the transactions contemplated thereby, which resolutions have not been subsequently rescinded, modified or withdrawn in any way. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance by the Company with the provisions 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, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company or any of its subsidiaries under, (i) the certificate of incorporation or by-laws of the Company or the comparable organizational documents of any of its subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other contract, agreement, obligation, commitment, arrangement, understanding, instrument, permit, concession, franchise, license or similar authorization (each, a "Contract") to which the Company or any of its subsidiaries is a party or otherwise applicable to the Company or any of its subsidiaries or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in paragraph (b) below, (A) any judgment, order or decree or (B) any statute, law, ordinance, rule or regulation, in each case applicable to the Company or any of its subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations, breaches, defaults, rights, losses or Liens that individually or in the aggregate would not reasonably be expected to (x) have a Material Adverse Effect on the Company, (y) impair in any material respect the ability of the Company to perform its obligations under this Agreement or (z) prevent or materially impede, interfere with, hinder or delay the consummation of the transactions contemplated by this AgreementMerger.

Authority; Noncontravention. (a) The Company has all requisite corporate power and authority to enter into execute and deliver this Agreement and, subject to obtaining receipt of the Stockholder Company Shareholder Approval, to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of the Company and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated by this Agreement, subject, in Agreement (other than the case obtaining of the Merger, to obtaining the Stockholder Company Shareholder Approval). This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Subeach of the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms except insofar as enforceability may be limited by applicable terms, subject to bankruptcy, insolvency, reorganizationfraudulent transfer, moratorium moratorium, reorganization or similar laws Laws affecting creditors' the rights of creditors generally or by principles governing and the availability of equitable remediesremedies (regardless of whether such enforceability is considered in a proceeding in equity or at law). The Board of Directors of the Company, at a meeting duly called and held at which all directors of the Company were present either in person or by telephoneheld, duly and unanimously (and without any abstentions) adopted by all directors present, resolutions (i) approving adopting this Agreement, the Merger and declaring advisable the other transactions contemplated by this Agreement, (ii) declaring that it is in the best interests of the Company's stockholders Company and the shareholders of the Company that the Company enter into this Agreement and consummate the Merger and the other transactions contemplated by this Agreement on the terms and subject to the conditions set forth in this Agreement, (iii) declaring directing that the consideration Company use its reasonable best efforts to be paid to submit the Company's stockholders in the Merger is fair to such stockholders, (iv) directing that approval of this Agreement be submitted to a vote at a meeting of the Company's stockholders to be held shareholders of the Company as promptly as practicable following practicable, and (iv) recommending that the date shareholders of the Company approve this Agreement, (v) recommending that such stockholders adopt this Agreement and (vi) approving the Stockholder Agreement and the transactions contemplated therebywhich resolutions, which resolutions as of January [ ], 2006, have not been subsequently rescinded, modified or withdrawn in any way. The execution and delivery of this Agreement by the Company do not, and the consummation by the Company of the Merger and the other transactions contemplated by this Agreement and compliance by the Company with the provisions 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, or both) under, or give rise to a right of of, or result in, termination, cancellation cancelation or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Lien in or upon any of the properties or other assets of the Company or any of its subsidiaries Subsidiaries under, (ix) the certificate of incorporation Company Articles or bythe Company By-laws of the Company or the comparable organizational documents of any of its subsidiariesSubsidiaries, (iiy) any loan or credit agreement, bond, debenture, note, bond, mortgage, indenture, lease lease, supply agreement, license agreement, development agreement or other contract, agreement, obligation, commitmentcommitment or instrument that is intended by the Company, arrangementParent or any of their respective Subsidiaries, understandingas applicable, instrumentto be legally binding, permit, concession, franchise, license or similar authorization (each, including all amendments thereto, a "“Contract") ”), to which the Company or any of its subsidiaries Subsidiaries is a party or otherwise applicable to the Company or any of its subsidiaries or their respective properties or other assets is subject or (iiiz) subject to the obtaining of the Company Shareholder Approval and the governmental filings and other matters referred to in paragraph (b) belowthe following sentence, any (A) any judgment, order or decree or (B) any statute, law, ordinance, rule or regulationregulation (each, in each case a “Law”) applicable to the Company or any of its subsidiaries Subsidiaries or their respective properties or other assets or (B) order, writ, injunction, decree, judgment or stipulation (each, an “Order”) applicable to the Company or any of its Subsidiaries or their respective properties or other assets, other than, in the case of clauses (iiy) and (iiiz), any such conflicts, violations, breaches, defaults, rightsrights of termination, cancelation or acceleration, losses or Liens that individually or in the aggregate have not had and would not reasonably be expected to (x) have a Material Adverse Effect on Effect, (y) impair in any material respect the Companyability of the Company to perform its obligations under this Agreement or (z) prevent or materially impede, interfere with, hinder or delay the consummation of the transactions contemplated by this Agreement. 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 organized securities exchange (each, a “Governmental Entity”) is required by or with respect to the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement by the Company or the consummation of the Merger or the other transactions contemplated by this Agreement, except for (1) (A) the filing of a premerger notification and report form by the Company under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (the “HSR Act”) and the termination of the waiting period required thereunder, (B) all required notifications and filings by the Company under Article 4 of Council Regulation 139/2004 of the European Community, as amended (the “EC Merger Regulation”), and the receipt of a decision under Article 6(1)(b), 8(1) or 8(2) thereunder declaring the Merger compatible with the EC Common Market and (C) the receipt, termination or expiration, as applicable, of approvals or waiting periods required under any other applicable competition, merger control, antitrust or similar Law, (2) the filing with the Securities and Exchange Commission (the “SEC”) of (X) the Proxy Statement and (Y) such reports under the Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder, the “Exchange Act”), as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (3) the filing of the Articles of Merger with the Secretary of State of the State of Indiana and appropriate documents with the relevant authorities of other states in which the Company or any of its Subsidiaries is qualified to do business, (4) any filings with and approvals of the NYSE and (5) such other consents, approvals, orders, authorizations, actions, registrations, declarations and filings the failure of which to be obtained or made individually or in the aggregate has not had and would not reasonably be expected to (x) have a Material Adverse Effect, (y) impair in any material respect the ability of the Company to perform its obligations under this Agreement or (z) prevent or materially impede, interfere with, hinder or delay the consummation of the transactions contemplated by this Agreement.

Authority; Noncontravention. (ai) The Company has all requisite corporate power and authority to enter into execute and deliver this Agreement and, subject to obtaining the Stockholder Approval, to consummate the Merger and each of the other transactions contemplated by this Agreement. The execution execution, delivery and delivery performance of this Agreement by the Company and the consummation by the Company of the Merger and each of the other transactions contemplated by this Agreement have been duly and validly authorized and approved by all necessary corporate action on the part of Board and, other than obtaining the Company and Stockholder Approval, no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement or to consummate the Merger and each of the other transactions contemplated by this Agreement, subject, in the case of the Merger, to obtaining the Stockholder Approvalhereby. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Subeach of the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms except insofar as enforceability may be limited by applicable terms, subject to bankruptcy, insolvency, reorganizationmoratorium, moratorium reorganization or similar laws affecting creditors' the rights of creditors generally or by principles governing and the availability of equitable remediesremedies (the “Bankruptcy and Equity Exceptions”). The Board of Directors of the CompanyBoard, at a meeting duly called and held at which all directors of the Company were present either in person or by telephoneheld, duly and unanimously has (and without any abstentionsA) adopted resolutions (i) unanimously approving and declaring advisable this Agreement, (ii) declaring that it is in the best interests of the Company's stockholders that the Company enter into this Agreement and consummate the Merger on and the terms and subject to the conditions set forth in other transactions contemplated by this Agreement, (iiiB) declaring resolved, subject to Section 4.02(f), to unanimously recommend that the consideration to be paid to stockholders of the Company's stockholders in Company adopt this Agreement and approve the Merger is fair to such stockholdersMerger, and (ivC) directing directed that this Agreement be submitted to a vote at a meeting the holders of Common Stock for their adoption (the Company's stockholders to be held as promptly as practicable following the date of this Agreement, (v) recommending that such stockholders adopt this Agreement and (vi) approving the Stockholder Agreement and the transactions contemplated thereby, which resolutions have not been subsequently rescinded, modified or withdrawn in any way. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance by the “Company with the provisions 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, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company or any of its subsidiaries under, (i) the certificate of incorporation or by-laws of the Company or the comparable organizational documents of any of its subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other contract, agreement, obligation, commitment, arrangement, understanding, instrument, permit, concession, franchise, license or similar authorization (each, a "Contract") to which the Company or any of its subsidiaries is a party or otherwise applicable to the Company or any of its subsidiaries or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in paragraph (b) below, (A) any judgment, order or decree or (B) any statute, law, ordinance, rule or regulation, in each case applicable to the Company or any of its subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iiiRecommendation”), any such conflicts, violations, breaches, defaults, rights, losses or Liens that individually or in the aggregate would not reasonably be expected to (x) have a Material Adverse Effect on the Company, (y) impair in any material respect the ability of the Company to perform its obligations under this Agreement or (z) prevent or materially impede, interfere with, hinder or delay the consummation of the transactions contemplated by this Agreement.

Authority; Noncontravention. (a) The Company has all requisite corporate power and authority to enter into this Agreement and, subject to obtaining the adoption of this Agreement and the Merger by the affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock (the “Company Stockholder Approval”), to consummate the Merger and the other transactions contemplated by this Agreement. The execution and delivery of this Agreement by the Company and the consummation by the Company of the Merger and the other transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of the Company Company, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated by this Agreementhereby, subject, in the case of the Merger, to obtaining receipt of the Company Stockholder Approval. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Subeach of the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms except insofar as enforceability may be limited by (subject to applicable bankruptcy, insolvencysolvency, fraudulent transfer, reorganization, moratorium or similar laws and other Laws affecting creditors' ’ rights generally or from time to time in effect and by general principles governing the availability of equitable remediesequity). The Board of Directors of the CompanyCompany Board, at a meeting duly called and held at which all of the directors of the Company were present either in person or by telephone, duly and unanimously (and without any abstentions) adopted resolutions (i) approving and declaring advisable that this Agreement, (ii) declaring that it is the Merger and the other transactions contemplated by this Agreement are advisable and in the best interests of the Company and the Company's stockholders that the Company enter into ’s stockholders, (ii) approving and adopting this Agreement and consummate Agreement, the Merger on and the terms and subject to the conditions set forth in other transactions contemplated by this Agreement, (iii) declaring directing that the consideration to be paid to the Company's stockholders in the Merger is fair to such stockholders, (iv) directing that adoption of this Agreement be submitted to a vote at a meeting of the Company's stockholders of the Company and (iv) recommending that the stockholders of the Company adopt this Agreement. The Company Board has taken all action necessary to be held as promptly as practicable following render the date provisions of Section 203 of the DGCL inapplicable to this Agreement, (v) recommending that such stockholders adopt the Merger and the other transactions contemplated by this Agreement and (vi) approving Agreement. No “fair price”, “merger moratorium”, “control share acquisition” or other anti-takeover or similar statute or regulation applies or purports to apply to this Agreement, the Merger or the other transactions contemplated by this Agreement. The Company has amended the Stockholder Rights Agreement between the Company and American Stock Transfer & Trust Company dated September 26, 1995, as amended to date (the transactions contemplated thereby“Company Rights Plan”) so that (i) neither the execution, which resolutions have not been subsequently rescinded, modified delivery or withdrawn in any way. The execution and delivery performance of this Agreement do not, and nor the consummation of the transactions contemplated by this Agreement and compliance by hereby will (i) cause the Rights (as defined therein) to become exercisable, (ii) cause Parent or any of its Affiliates or Associates (as each such term is defined in the Company with Rights Plan) to become an Acquiring Person (as such term is defined in the provisions of this Agreement will not, conflict with, Company Rights Plan) or result in any violation or breach of, or default (with or without notice or lapse of time, or bothiii) under, or give rise to a right of termination, cancellation Stock Acquisition Date or acceleration of any obligation or to the loss of a benefit under, or result Distribution Date (as each such term is defined in the creation of any Lien upon any of the properties or assets of the Company or any of its subsidiaries underRights Plan), (i) the certificate of incorporation or by-laws of the Company or the comparable organizational documents of any of its subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other contract, agreement, obligation, commitment, arrangement, understanding, instrument, permit, concession, franchise, license or similar authorization (each, a "Contract") to which the Company or any of its subsidiaries is a party or otherwise applicable to the Company or any of its subsidiaries or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in paragraph (b) below, (A) any judgment, order or decree or (B) any statute, law, ordinance, rule or regulation, in each case applicable the Rights will expire immediately prior to the Effective Time without any payment being made in respect thereof. The Company or any has made available to Parent a true and complete copy of its subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations, breaches, defaults, rights, losses or Liens that individually or in the aggregate would not reasonably be expected to (x) have a Material Adverse Effect on the Company, (y) impair in any material respect the ability of the Company to perform its obligations under this Agreement or (z) prevent or materially impede, interfere with, hinder or delay the consummation of the transactions contemplated by this Agreementamendment.

Authority; Noncontravention. (ai) The Company has all requisite corporate power and authority to enter into execute and deliver, and perform its obligations under, this Agreement and, subject to obtaining the Stockholder Approval, and to consummate the transactions contemplated by this Agreementhereby, subject, in the case of the Merger only, to receipt of the Company Requisite Vote. The execution execution, delivery and delivery performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated by this Agreement hereby have been duly authorized by all necessary corporate action on the part of the Company and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated by this AgreementCompany, subject, in the case of the MergerMerger only, to obtaining receipt of the Stockholder ApprovalCompany Requisite Vote. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Subeach of the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms except insofar terms, subject, as enforceability may be limited by applicable to enforceability, to bankruptcy, insolvency, reorganization, moratorium insolvency and other Law of general applicability relating to or similar laws affecting creditors' ’ rights generally or by principles governing the availability of equitable remediesand to general equity principles. The Board board of Directors of the Company, at a meeting duly called and held at which all directors of the Company were present either in person or by telephoneduly, duly validly and unanimously (and without any abstentions) adopted resolutions (i) approving and declaring advisable this Agreement, (iiA) declaring that it is in the best interests of the Company's Company and the stockholders of the Company that the Company enter into this Agreement and consummate the Merger and the other transactions contemplated hereby on the terms and subject to the conditions set forth in this Agreement, (iiiB) approving and declaring that advisable this Agreement and the consideration to be paid to transactions contemplated hereby, including the Company's stockholders in the Merger is fair to such stockholdersMerger, (ivC) directing that the adoption of this Agreement be submitted to a vote at a meeting of the Company's stockholders of the Company and (D) recommending that the stockholders of the Company adopt this Agreement (clauses (A), (B), (C) and (D) of this Section 3.01(d)(i) being referred to be held herein as promptly the “Company Board Recommendation”), which resolutions, as practicable following of the date of this Agreement, (v) recommending that such stockholders adopt this Agreement and (vi) approving the Stockholder Agreement and the transactions contemplated thereby, which resolutions have not been subsequently rescinded, modified or withdrawn in any way. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance by the Company with the provisions 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, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company or any of its subsidiaries under, (i) the certificate of incorporation or by-laws of the Company or the comparable organizational documents of any of its subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other contract, agreement, obligation, commitment, arrangement, understanding, instrument, permit, concession, franchise, license or similar authorization (each, a "Contract") to which the Company or any of its subsidiaries is a party or otherwise applicable to the Company or any of its subsidiaries or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in paragraph (b) below, (A) any judgment, order or decree or (B) any statute, law, ordinance, rule or regulation, in each case applicable to the Company or any of its subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations, breaches, defaults, rights, losses or Liens that individually or in the aggregate would not reasonably be expected to (x) have a Material Adverse Effect on the Company, (y) impair in any material respect the ability of the Company to perform its obligations under this Agreement or (z) prevent or materially impede, interfere with, hinder or delay the consummation of the transactions contemplated by this Agreement.

Authority; Noncontravention. (ai) The Company has all requisite corporate power and corporate authority to enter into execute and deliver this Agreement andand subject, subject in the case of the consummation of the Merger, to obtaining the Stockholder ApprovalCompany Shareholder Approval (as defined in Section 3.1(l)), to consummate the transactions contemplated by this Agreementhereby. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated by this Agreement hereby have been duly authorized by all necessary corporate action on the part of the Company and no other corporate proceedings on the part of the Company are necessary to authorize approve this Agreement or to consummate the transactions contemplated by this Agreementhereby, subject, in the case of the consummation of the Merger, to obtaining the Stockholder Company Shareholder Approval. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof by Parent and Merger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms except insofar as enforceability may be limited by terms, subject to applicable bankruptcy, insolvencyfraudulent transfer, reorganization, moratorium or other similar laws affecting relating to creditors' ’ rights generally or by and general principles governing the availability of equitable remediesequity. The Board of Directors of the Company, at a meeting duly called and held at which all directors of the Company constituting a quorum were present either in person or by telephonepresent, duly and unanimously (and without any abstentions) adopted resolutions by unanimous vote of the directors present, (iw) approving and declaring advisable adopting this Agreement, (iix) declaring that it is in the best interests of the Company's stockholders ’s shareholders that the Company enter into this Agreement and consummate the Merger on the terms and subject to the conditions set forth in this Agreement, (iii) declaring that the consideration to be paid to the Company's stockholders in the Merger is fair to such stockholders, (ivy) directing that this Agreement be submitted to a vote at a meeting of the Company's stockholders to be held as promptly as practicable following the date of this Agreement’s shareholders, and (vz) recommending that such stockholders adopt this Agreement and (vi) approving the Stockholder Agreement and the transactions contemplated thereby, which resolutions have not been subsequently rescinded, modified or withdrawn in any way. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance by the Company with the provisions 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, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company or any of its subsidiaries under, (i) the certificate of incorporation or by-laws of the Company or the comparable organizational documents of any of its subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other contract, agreement, obligation, commitment, arrangement, understanding, instrument, permit, concession, franchise, license or similar authorization (each, a "Contract") to which the Company or any of its subsidiaries is a party or otherwise applicable to the Company or any of its subsidiaries or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in paragraph (b) below, (A) any judgment, order or decree or (B) any statute, law, ordinance, rule or regulation, in each case applicable to the Company or any of its subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations, breaches, defaults, rights, losses or Liens that individually or in the aggregate would not reasonably be expected to (x) have a Material Adverse Effect on the Company, (y) impair in any material respect the ability of the Company to perform its obligations under this Agreement or (z) prevent or materially impede, interfere with, hinder or delay the consummation of the transactions contemplated by ’s shareholders adopt this Agreement.

Authority; Noncontravention. (a) The Company has all requisite corporate power and authority to enter into this Agreement and, subject to obtaining the Stockholder adoption of this Agreement and the Merger by the affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock (the "Company Shareholder Approval"), to consummate the Merger and the other transactions contemplated by this Agreement. The execution and delivery of this Agreement by the Company and the consummation by the Company of the Merger and the other transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of the Company Company, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated by this Agreementhereby, subject, in the case of the Merger, to obtaining receipt of the Stockholder Company Shareholder Approval. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Subeach of the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms except insofar as enforceability may be limited by (subject to applicable bankruptcy, insolvencysolvency, fraudulent transfer, reorganization, moratorium or similar laws and other Laws affecting creditors' rights generally or from time to time in effect and by general principles governing the availability of equitable remediesequity). The Board of Directors As of the Companydate hereof, the Company Board, at a meeting duly called and held at which all the directors of the Company were present either in person or by telephone, duly and unanimously (and without any abstentions) adopted resolutions (i) approving and declaring advisable that this Agreement, (ii) declaring that it is the Merger and the other transactions contemplated by this Agreement are advisable and in the best interests of the Company and the Company's stockholders that the Company enter into shareholders, (ii) approving and adopting this Agreement and consummate Agreement, the Merger on and the terms and subject to the conditions set forth in other transactions contemplated by this Agreement, (iii) declaring directing that the consideration to be paid to the Company's stockholders in the Merger is fair to such stockholders, (iv) directing that adoption of this Agreement be submitted to a vote at a meeting of the Company's stockholders to be held as promptly as practicable following shareholders of the date of this Agreement, Company and (viv) recommending that such stockholders adopt this Agreement and (vi) approving the Stockholder Agreement and the transactions contemplated thereby, which resolutions have not been subsequently rescinded, modified or withdrawn in any way. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance by the Company with the provisions 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, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets shareholders of the Company or any of its subsidiaries under, (i) the certificate of incorporation or by-laws of the Company or the comparable organizational documents of any of its subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other contract, agreement, obligation, commitment, arrangement, understanding, instrument, permit, concession, franchise, license or similar authorization (each, a "Contract") to which the Company or any of its subsidiaries is a party or otherwise applicable to the Company or any of its subsidiaries or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in paragraph (b) below, (A) any judgment, order or decree or (B) any statute, law, ordinance, rule or regulation, in each case applicable to the Company or any of its subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations, breaches, defaults, rights, losses or Liens that individually or in the aggregate would not reasonably be expected to (x) have a Material Adverse Effect on the Company, (y) impair in any material respect the ability of the Company to perform its obligations under this Agreement or (z) prevent or materially impede, interfere with, hinder or delay the consummation of the transactions contemplated by adopt this Agreement.

Authority; Noncontravention. (a) The Company has all requisite corporate power and authority to enter into execute and deliver this Agreement and, subject to obtaining the Stockholder Approval, and to consummate the transactions contemplated by this Agreement, subject, in the case of the Share Exchange, to receipt of the Stockholder Approval. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of the Company and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated by this AgreementCompany, subject, in the case of the MergerShare Exchange, to obtaining receipt of the Stockholder Approval. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Subeach of the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms except insofar terms, subject, as enforceability may be limited by applicable to enforceability, to bankruptcy, insolvency, reorganization, moratorium insolvency and other Laws of general applicability relating to or similar laws affecting creditors' ’ rights generally or by principles governing the availability of equitable remediesand to general equity principles. The Board of Directors of the Company, at a meeting duly called and held at which all directors of the Company (other than one) were present either in person or by telephonepresent, duly and unanimously (and without any abstentions) adopted resolutions (i) approving adopting and declaring advisable this Agreement, the Share Exchange and the other transactions contemplated by this Agreement, (ii) declaring that it is in the best interests of the Company's stockholders of the Company that the Company enter into this Agreement and consummate the Merger Share Exchange and the other transactions contemplated by this Agreement on the terms and subject to the conditions set forth in this Agreementherein, (iii) declaring directing that the consideration to be paid to the Company's stockholders in the Merger is fair to such stockholders, (iv) directing that approval of this Agreement be submitted to a vote at a meeting of the Company's stockholders to be held of the Company and (iv) recommending that the stockholders of the Company approve this Agreement, which resolutions, as promptly as practicable following of the date of this Agreement, (v) recommending that such stockholders adopt this Agreement and (vi) approving the Stockholder Agreement and the transactions contemplated thereby, which resolutions have not been subsequently rescinded, modified or withdrawn in any way. The execution and delivery by the Company of this Agreement do not, and the consummation of the Share Exchange and the other transactions contemplated by this Agreement and compliance by the Company with the provisions 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, or both) under, create or affect any rights under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a benefit under, any requirement to provide notice to, or require consent or approval from, the other party thereto, or result in the creation of any Lien upon any of the properties or assets of the Company or any of its subsidiaries underSubsidiaries under (other than any such Lien created in connection with the Financing or otherwise from any action taken by Parent or Sub), any provision of (iA) the certificate Company Articles of incorporation or by-laws of Organization, the Company Bylaws or the comparable organizational documents of any of its subsidiariesSubsidiaries or (B) subject to the filings and other matters involving Governmental Entities referred to in the immediately following sentence, (ii1) any loan or credit agreementcontract, lease, license, indenture, note, bond, mortgage, indenture, lease bond or other contract, agreement, obligation, commitment, arrangement, understanding, instrument, permit, concession, franchise, license or similar authorization agreement that is in force and effect (each, a "“Contract"”) to which the Company or any of its subsidiaries Subsidiaries is a party or otherwise applicable to the Company or by which any of its subsidiaries or their respective properties or assets are bound and that is material for the Company and its Subsidiaries taken as a whole, or (iii) subject to the governmental filings and other matters referred to in paragraph (b) below, (A) any judgment, order or decree or (B2) any statute, law, ordinance, rule or regulationregulation of any Governmental Entity (“Law”) or any judgment, order, award, injunction or decree of any Governmental Entity or any arbitral tribunal (“Judgment”) or related settlement, in each case applicable to the Company or any of its subsidiaries Subsidiaries or their respective properties or assetsassets and that is material for the Company and its Subsidiaries taken as a whole. No consent, approval, order or authorization of, or registration, declaration or filing with, or notice to, any Federal, state, local or foreign government, any court of competent jurisdiction or any administrative, regulatory (including any stock exchange) or other thangovernmental agency, commission or authority (each, a “Governmental Entity”) is required to be obtained or made by or with respect to the Company or any of its Subsidiaries in connection with the case execution and delivery of clauses this Agreement by the Company or the consummation by the Company of the Share Exchange or the other transactions contemplated by this Agreement, except for (iiI) the filing of a premerger notification and report form by the Company under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and the filings and receipt, termination or expiration, as applicable, of such other approvals or waiting periods as may be required under any other applicable competition, merger control, antitrust or similar Law of any jurisdiction (“Merger Control Laws”), (II) the filing with the SEC of (x) a proxy statement relating to the approval by the stockholders of the Company of this Agreement (as amended or supplemented from time to time, the “Proxy Statement”) and (iiiy) such reports under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), any such conflicts, violations, breaches, defaults, rights, losses or Liens that individually or as may be required in the aggregate would not reasonably be expected to (x) have a Material Adverse Effect on the Company, (y) impair in any material respect the ability of the Company to perform its obligations under connection with this Agreement or (z) prevent or materially impede, interfere with, hinder or delay the consummation of and the transactions contemplated by this Agreement, (III) the filing of the Articles of Share Exchange with the Secretary of the Commonwealth of Massachusetts and of appropriate documents with the relevant authorities of other jurisdictions in which the Company or any of its Subsidiaries is qualified to do business, (IV) any filings required under the rules and regulations of the New York Stock Exchange and (V) such other consents, approvals, orders, authorizations, registrations, declarations, filings and notices the failure of which to be obtained or made would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Authority; Noncontravention. (ai) The Company has all requisite corporate power and authority to enter into execute and deliver, and perform its obligations under, this Agreement and, subject to obtaining the Stockholder Approval, and to consummate the transactions contemplated by this AgreementTransactions, subject, in the case of the Merger only, to receipt of the Company Stockholder Approval. The execution execution, delivery and delivery performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated by this Agreement Transactions have been duly authorized by all necessary corporate action on the part of the Company and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated by this AgreementCompany, subject, in the case of the MergerMerger only, to obtaining receipt of the Company Stockholder Approval. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Subeach of the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms except insofar terms, subject, as enforceability may be limited by applicable to enforceability, to bankruptcy, insolvency, reorganization, moratorium insolvency and other Laws of general applicability relating to or similar laws affecting creditors' ’ rights generally or by principles governing the availability of equitable remediesand to general equity principles. The Board of Directors of the Company, at a meeting duly called and held at which all directors of the Company were present either in person or by telephone, duly and unanimously (and without any abstentions) validly adopted resolutions (iA) approving and declaring advisable this Agreement, the Merger and the other Transactions, (iiB) declaring that it is in the best interests of the Company's stockholders of the Company that the Company enter into this Agreement and consummate the Merger and the other Transactions on the terms and subject to the conditions set forth in this Agreementherein, (iii) declaring that the consideration to be paid to the Company's stockholders in the Merger is fair to such stockholders, (ivC) directing that the adoption of this Agreement be submitted to a vote at a meeting of the Company's stockholders of the Company and (D) recommending that the stockholders of the Company adopt this Agreement ((A), (B), (C) and (D) being referred to be held herein as promptly the “Company Board Recommendation”), which resolutions, as practicable following of the date of this Agreement, (v) recommending that such stockholders adopt this Agreement and (vi) approving the Stockholder Agreement and the transactions contemplated thereby, which resolutions have not been subsequently rescinded, modified or withdrawn in any way. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance by the Company with the provisions 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, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company or any of its subsidiaries under, (i) the certificate of incorporation or by-laws of the Company or the comparable organizational documents of any of its subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other contract, agreement, obligation, commitment, arrangement, understanding, instrument, permit, concession, franchise, license or similar authorization (each, a "Contract") to which the Company or any of its subsidiaries is a party or otherwise applicable to the Company or any of its subsidiaries or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in paragraph (b) below, (A) any judgment, order or decree or (B) any statute, law, ordinance, rule or regulation, in each case applicable to the Company or any of its subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations, breaches, defaults, rights, losses or Liens that individually or in the aggregate would not reasonably be expected to (x) have a Material Adverse Effect on the Company, (y) impair in any material respect the ability of the Company to perform its obligations under this Agreement or (z) prevent or materially impede, interfere with, hinder or delay the consummation of the transactions contemplated by this Agreement.

Authority; Noncontravention. (a) The Company has Each of Parent and Merger Sub has, or in the case of Merger Sub, will have as of the date it executes and delivers the Joinder Agreement, all requisite necessary corporate power and corporate authority to enter into this Agreement and, subject to obtaining the Stockholder Approval, to consummate the transactions contemplated by this Agreement. The execution execute and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of the Company and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated by this Agreement, subjectdeliver, in the case of Parent, this Agreement and, in the Mergercase of Merger Sub, the Joinder Agreement, to obtaining perform its obligations hereunder and thereunder, as applicable, and to consummate the Stockholder Approval. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally or by principles governing the availability of equitable remediesTransactions. The Board of Directors of the Company, at a meeting duly called and held at which all directors of the Company were present either in person or by telephone, duly and unanimously (and without any abstentions) Parent has adopted resolutions (i) approving the execution, delivery and declaring advisable this Agreement, (ii) declaring that it is in the best interests performance by Parent of the Company's stockholders that the Company enter into this Agreement and consummate the Merger on the terms and subject to the conditions set forth in this Agreement, (iii) declaring that the consideration to be paid to the Company's stockholders in the Merger is fair to such stockholders, (iv) directing that this Agreement be submitted to a vote at a meeting consummation of the Company's stockholders to be held as promptly as practicable following the date of this Agreement, (v) recommending that such stockholders adopt this Agreement and (vi) approving the Stockholder Agreement and the transactions contemplated therebyTransactions, which resolutions have not been subsequently rescinded, modified or withdrawn in any waywithdrawn. The Board of Directors of Merger Sub, immediately prior to executing the Joinder Agreement, has adopted resolutions (i) unanimously approving the Merger and the execution, delivery and performance by Merger Sub of this Agreement, the Joinder Agreement and the consummation of the Transactions, (ii) declaring that the Merger is advisable and in the best interests of the sole stockholder of Merger Sub and (iii) directing that the Merger be submitted for consideration at a meeting or by unanimous written consent of Merger Sub’s stockholder, which resolutions have not been subsequently rescinded, modified or withdrawn. No vote of holders of capital stock of Parent is necessary to approve this Agreement or the consummation by Parent and Merger Sub of the Merger and the other Transactions. Parent, as the sole stockholder of Merger Sub, will approve this Agreement and the Transactions immediately following the execution and delivery of this Agreement. Except as expressly set forth in this Section 4.02(a), no other corporate action (including any stockholder vote or other action) on the part of Parent or Merger Sub is necessary to authorize the execution, delivery and performance by Parent and Merger Sub of this Agreement do not, and the consummation by Parent and Merger Sub of the transactions contemplated Transactions. This Agreement has been duly executed and delivered by this Agreement Parent and, assuming due authorization, execution and compliance delivery hereof by the Company with the provisions of this Agreement will notand due authorization, conflict with, or 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 benefit under, or result in the creation of any Lien upon any execution and delivery of the properties Joinder Agreement by Merger Sub, constitutes (or assets will constitute, as the case may be) a legal, valid and binding obligation of the Company or any each of Parent and Merger Sub, enforceable against each of them in accordance with its subsidiaries underterms, (i) the certificate of incorporation or by-laws of the Company or the comparable organizational documents of any of its subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other contract, agreement, obligation, commitment, arrangement, understanding, instrument, permit, concession, franchise, license or similar authorization (each, a "Contract") to which the Company or any of its subsidiaries is a party or otherwise applicable to the Company or any of its subsidiaries or their respective properties or assets or (iii) subject to the governmental filings Bankruptcy and other matters referred to in paragraph (b) below, (A) any judgment, order or decree or (B) any statute, law, ordinance, rule or regulation, in each case applicable to the Company or any of its subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations, breaches, defaults, rights, losses or Liens that individually or in the aggregate would not reasonably be expected to (x) have a Material Adverse Effect on the Company, (y) impair in any material respect the ability of the Company to perform its obligations under this Agreement or (z) prevent or materially impede, interfere with, hinder or delay the consummation of the transactions contemplated by this AgreementEquity Exception.

Authority; Noncontravention. (a) The Company has all the requisite corporate power and authority to enter into execute and deliver this Agreement andAgreement, subject to consummate the Merger and the other transactions contemplated by this Agreement, subject, in the case of the Merger, to obtaining the Stockholder Approval, and to consummate comply with the transactions contemplated by provisions of this Agreement. The Assuming the accuracy of Section 3.02(f), the execution and delivery of this Agreement by the Company and Company, the consummation by the Company of the Merger and the other transactions contemplated by this Agreement and the compliance by the Company with the provisions of this Agreement have been duly authorized by all necessary corporate action on the part of the Company Company, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement, to comply with the terms of this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement, subject, in the case of the Merger, to obtaining the Stockholder Approval. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery of this Agreement by Parent and Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms except insofar as enforceability thereof may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting Laws relating to the enforcement of creditors' ’ rights generally or and by general principles governing of equity (the availability of equitable remedies“Bankruptcy and Equity Exception”). The Board of Directors of the Company, at a meeting duly called and held at which all of the directors of the Company were present either in person or by telephonepresent, duly and unanimously (and without any abstentions) adopted resolutions (i) approving and declaring advisable adopting this Agreement, the Merger and the other transactions contemplated by this Agreement, (ii) approving and declaring advisable the Stockholders Agreement and the transactions contemplated thereby, (iii) declaring that it is this Agreement and the Merger are fair to and advisable and in the best interests of the Company's stockholders that the Company enter into this Agreement and consummate the Merger on the terms and subject to the conditions set forth in this Agreement, (iii) declaring that the consideration to be paid to the Company's stockholders in the Merger is fair to such ’s stockholders, (iv) directing that the adoption of this Agreement be submitted to a vote at a meeting of the Company's ’s stockholders to be held as promptly as practicable following the date of this Agreement, set forth in Section 5.01(c) and (v) recommending that such the Company’s stockholders adopt this Agreement and (vi) approving the Stockholder Agreement and the transactions contemplated therebyAgreement, which resolutions resolutions, except to the extent expressly permitted by Section 4.02, have not been subsequently rescinded, modified or withdrawn in any way. The execution and delivery of this Agreement do notAgreement, and the consummation of the Merger and the other transactions contemplated by this Agreement and compliance by the Company with the provisions of this Agreement do not and will not, 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 of, or result in, termination, cancellation or acceleration of any obligation or to the a loss of a benefit under, or result in the creation of any Lien in or upon any of the properties or assets of the Company or any of its subsidiaries Subsidiaries under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under (iincluding any right of a holder of a security of the Company or any of its Subsidiaries to require the Company or any of its Subsidiaries to acquire such security), any provision of (A) the Company Certificate or the Company Bylaws or the certificate of incorporation or by-laws of the Company bylaws (or the comparable similar organizational documents documents) of any of its subsidiariesSubsidiaries, (iiB) any loan or credit agreement, bond, debenture, note, bond, mortgage, indenture, guarantee, lease or other contract, commitment, agreement, instrument, binding arrangement or understanding, obligation, commitmentundertaking or license, arrangement, understanding, instrument, permit, concession, franchise, license whether oral or similar authorization written (each, including all amendments thereto, a "“Contract") ”), or Permit to or by which the Company or any of its subsidiaries Subsidiaries is a party or otherwise applicable bound or to the Company or by which any of its subsidiaries or their respective properties or assets are subject or bound or (iiiC) subject to the governmental filings and other matters referred to in paragraph the following sentence, any (b1) belowFederal, (A) any judgmentstate or local, order domestic or decree or (B) any foreign, statute, law, code, ordinance, rule or regulationregulation of any Governmental Entity (each, a “Law”), assuming receipt of the Stockholder Approval and the adoption of this Agreement by Parent, as the sole stockholder of Sub, or (2) Federal, state or local, domestic or foreign, judgment, injunction, order, writ or decree of any Governmental Entity (each, a “Judgment”), in each case case, applicable to the Company or any of its subsidiaries Subsidiaries or their respective properties or assets, other than, in the case of clauses (iiB) and (iiiC), any such conflicts, violations, breaches, defaults, rightsterminations, losses cancellations, accelerations, losses, Liens, rights or Liens that entitlements that, individually or in the aggregate would aggregate, are not reasonably be expected likely to (x) have a Material Adverse Effect on the Company, or (y) impair in any material respect the ability of the Company to perform its obligations under this Agreement. No consent, approval, order or authorization of, registration, declaration or filing with, or notice to, any Federal, state or local, domestic or foreign, government or any court, administrative agency or commission or other governmental, quasi-governmental or regulatory authority or agency, domestic or foreign (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, the consummation by the Company of the Merger and the other transactions contemplated by this Agreement or the compliance by the Company with the provisions of this Agreement, except for (zI) prevent the filing of a premerger notification and report form by the Company under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and the filings and receipt, termination or materially impedeexpiration, interfere withas applicable, hinder of such other approvals or delay waiting periods required under any other applicable competition, merger control, antitrust or similar Law, (II) the consummation filing with the Securities and Exchange Commission (the “SEC”) of a proxy statement relating to the adoption of this Agreement by the Company’s stockholders (as amended or supplemented from time to time, the “Proxy Statement”) and such reports under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the “Exchange Act”), as may be required in connection with this Agreement and the Merger and the other transactions contemplated by this Agreement, (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 jurisdictions in which the Company or any of its Subsidiaries is qualified to do business, (IV) any filings required under the rules and regulations of The NASDAQ Stock Market LLC and (V) such other consents, approvals, orders, authorizations, registrations, declarations, filings and notices the failure of which to be obtained or made, individually or in the aggregate, are not reasonably likely to (x) have a Material Adverse Effect or (y) impair in any material respect the ability of the Company to perform its obligations under this Agreement.

Authority; Noncontravention. (a) The Subject to the execution of this Agreement by each of the Sellers, the Company has and shall have all requisite corporate power and authority to enter into this Agreement and, subject and the other Transaction Documents to obtaining which the Stockholder Approval, Company is a party and to consummate the transactions contemplated by this Agreementhereby and thereby. The execution and delivery of this Agreement by and such other Transaction Documents to which the Company is a party and the consummation by the Company of the transactions contemplated by this Agreement hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated by this Agreement, subject, in the case of the Merger, to obtaining the Stockholder ApprovalCompany. This Agreement has been been, and the other Transaction Documents to which the Company is a party will be, when executed and delivered, duly executed and delivered by the Company andand constitutes or will constitute, assuming as applicable, the due authorization, execution and delivery by Parent and Sub, constitutes a legal, valid and binding obligation of the Company, Company enforceable against the Company in accordance with its terms except insofar as enforceability may be limited by subject only to the effect, if any, of (i) applicable bankruptcy, insolvency, reorganization, moratorium or bankruptcy and other similar laws affecting creditors' the rights of creditors generally or by principles and (ii) rules of law governing the availability of specific performance, injunctive relief and other equitable remedies. The Board Company’s board of Directors directors, by resolutions duly adopted (and not thereafter modified or rescinded) by the unanimous vote of the Company’s board of directors, at a meeting duly called has approved and held at adopted this Agreement and the other Transaction Documents to which all directors of the Company were present either in person or by telephoneis a party and approved the Share Exchange and the other transactions contemplated hereby and thereby, duly and unanimously (and without any abstentions) adopted resolutions (i) approving and declaring advisable determined that this Agreement, (ii) declaring that it the other Transaction Documents to which the Company is a party and the terms and conditions of the Share Exchange and this Agreement and the other Transaction Documents to which the Company is a party are advisable and in the best interests of the Company's stockholders that Company and the Company enter into this Agreement Stockholders, and consummate the Merger on the terms and subject to the conditions set forth in this Agreement, (iii) declaring unanimously recommended that the consideration to be paid to the Company's stockholders in the Merger is fair to such stockholders, (iv) directing that this Agreement be submitted to a vote at a meeting all of the Company's stockholders to be held as promptly as practicable following the date of this Agreement, (v) recommending that such stockholders Company Stockholders adopt this Agreement and (vi) approving the Stockholder Agreement and the transactions contemplated thereby, which resolutions have not been subsequently rescinded, modified or withdrawn in any way. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance by the Company with the provisions 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, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company or any of its subsidiaries under, (i) the certificate of incorporation or by-laws of the Company or the comparable organizational documents of any of its subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other contract, agreement, obligation, commitment, arrangement, understanding, instrument, permit, concession, franchise, license or similar authorization (each, a "Contract") Transaction Documents to which the Company or any is a party. The affirmative votes of its subsidiaries the holders of (x) a majority of the Company Capital Stock (voting as a single class on an as-converted basis) and (y) holders of the majority of the Company Series A Preferred Shares (voting as a separate class) are the only votes of the holders of the Company Capital Stock necessary to adopt this Agreement and the other Transaction Documents to which the Company is a party or otherwise applicable and approve the Share Exchange pursuant to the Company or any of its subsidiaries or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in paragraph (b) below, (A) any judgment, order or decree or (B) any statute, law, ordinance, rule or regulation, in each case applicable to the Company or any of its subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations, breaches, defaults, rights, losses or Liens that individually or in the aggregate would not reasonably be expected to (x) have a Material Adverse Effect on the Company, (y) impair in any material respect the ability of the Company to perform its obligations under this Agreement or (z) prevent or materially impede, interfere with, hinder or delay the consummation of the transactions contemplated by this AgreementIsraeli Legal Requirements.

Authority; Noncontravention. (a) The Company has all requisite corporate power and authority to enter into execute and deliver this Agreement and, subject to obtaining the Stockholder Approval, and to consummate the transactions contemplated by this Agreement, subject, in the case of the Merger if required by applicable law, to receipt of the Shareholder Approval. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of the Company and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated by this Agreementhereby, subject, in the case of the Mergerconsummation of the Merger if required by applicable law, to obtaining receipt of the Stockholder Shareholder Approval. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Subeach of the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms except insofar as enforceability may be limited by applicable terms, subject to bankruptcy, insolvency, reorganizationmoratorium, moratorium reorganization or similar laws affecting creditors' the rights of creditors generally or by principles governing and the availability of equitable remedies. The Board of Directors of the Company, at a meeting duly called and held at which all directors of the Company were present either in person or by telephonepresent, duly and unanimously (and without any abstentions) adopted resolutions (i) approving and declaring advisable this Agreement, the Offer, the Merger and the other transactions contemplated by this Agreement, (ii) declaring that it is in the best interests of the Company's stockholders shareholders of the Company that the Company enter into this Agreement and consummate the Merger transactions contemplated by this Agreement on the terms and subject to the conditions set forth in this Agreement, (iii) declaring that the consideration to be paid terms of the Offer and the Merger are fair to the Company and the shareholders of the Company's stockholders in the Merger is fair to such stockholders, (iv) directing that that, if required by applicable law, the adoption of this Agreement be submitted as promptly as practicable to a vote at a meeting of the Company's stockholders to be held as promptly as practicable following shareholders of the date of this Agreement, Company and (v) recommending that such stockholders the shareholders of the Company accept the Offer, tender their shares of Company Common Stock pursuant to the Offer and, if required by applicable law, approve and adopt this Agreement and (vi) approving the Stockholder Agreement and the transactions contemplated therebyAgreement, which resolutions resolutions, except to the extent permitted by Section 5.02, have not been subsequently rescinded, modified or withdrawn in any way. A committee of disinterested directors of the Board of Directors of the Company, at a meeting duly called and held, has (i) approved this Agreement and the transactions contemplated by this Agreement (including the Offer and the Merger), which approval, to the extent applicable, constituted approval under the provisions of Sections 302A.011, Subd. 38(h) and 302A.673, Subd. 1 of the MBCA, as a result of which this Agreement and the transactions contemplated by this Agreement (including the Offer and the Merger), are not and will not be subject to the restrictions on control share acquisitions or business combinations under the provisions of Sections 302A.671 and 302A.673, respectively, of the MBCA, and (ii) recommended to the Board of Directors of the Company that the Board of Directors of the Company approve this agreement and the transactions contemplated by this Agreement (including the Offer and the Merger). The execution and delivery of this Agreement by the Company do not, and the consummation of the Offer, the Merger and the other transactions contemplated by this Agreement and compliance by the Company with the provisions 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, or both) under, or give rise to a right of of, or result in, termination, cancellation or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Lien in or upon any of the properties or other assets of the Company or any of its subsidiaries Subsidiaries under, (ix) the certificate of incorporation Company Certificate or by-laws of the Company Bylaws or the comparable organizational documents of any of its subsidiariesthe Company’s Subsidiaries, (iiy) any loan or credit agreement, bond, debenture, note, bond, mortgage, indenture, lease lease, supply agreement, license agreement, development agreement, distribution agreement or other legally binding contract, agreement, obligation, commitment, arrangement, understanding, instrument, permit, concessionfranchise or license, franchise, license whether oral or similar authorization written (each, including all amendments thereto, a "“Contract") ”), to which the Company or any of its subsidiaries Subsidiaries is a party or otherwise any of their respective properties or other assets is subject or (z) subject (1) in the case of the Merger if required by applicable law, to obtaining receipt of the Shareholder Approval and (2) to the governmental filings and the other matters referred to in the following sentence, any (A) statute, law, ordinance, rule or regulation applicable to the Company or any of its subsidiaries Subsidiaries or their respective properties or other assets or (iii) subject to the governmental filings and other matters referred to in paragraph (b) below, (A) any judgment, order or decree or (B) any statuteorder, lawwrit, ordinanceinjunction, rule decree, judgment or regulationstipulation, in each case applicable to the Company or any of its subsidiaries Subsidiaries or their respective properties or other assets, other than, in the case of clauses (iiy) and (iiiz), any such conflicts, violations, breaches, defaults, rights, losses or Liens that individually or in the aggregate have not had and would not reasonably be expected to (x) have a Material Adverse Effect on Effect. 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 (each, a “Governmental Entity”) is required by or with respect to the CompanyCompany or any of its Subsidiaries in connection with the execution and delivery of this Agreement by the Company or the consummation of the Offer, the Merger or the other transactions contemplated by this Agreement, except for (1) the filing of a premerger notification and report form by the Company under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (including the rules and regulations promulgated thereunder, the “HSR Act”), and the receipt, termination or expiration, as applicable, of approvals or waiting periods required under the HSR Act or any other applicable competition, merger control, antitrust or similar law or regulation, (y2) impair in any material respect the ability filing with the SEC of (A) the Schedule 14D-9, (B) if required by applicable law, a proxy statement relating to the adoption by the shareholders of the Company to perform its obligations under of this Agreement (as amended or supplemented from time to time, the “Proxy Statement”), (zC) prevent an information statement required in connection with the Offer under Rule 14f-1 under the Exchange Act (as amended or materially impedesupplemented from time to time, interfere withthe “Information Statement”) and (D) such reports under the Exchange Act as may be required in connection with this Agreement, hinder the Offer, the Merger and the other transactions contemplated by this Agreement, (3) the filing of the Certificate 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 or delay any of its Subsidiaries is qualified to do business, (4) any filings required under the consummation rules and regulations of the NYSE, (5) any filings as may be required under the MBCA or Chapter 80B of the Minnesota Statutes in connection with the transactions contemplated by this AgreementAgreement and (6) such other consents, approvals, orders, authorizations, actions, registrations, declarations and filings the failure of which to be obtained or made individually or in the aggregate has not had and would not reasonably be expected to have a Material Adverse Effect.

Authority; Noncontravention. (a) The Company Each of Parent and Xxxxxx Sub has all requisite corporate necessary power and authority to enter into execute and deliver this Agreement andAgreement, subject to obtaining the Stockholder Approval, perform its obligations hereunder and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of the Company and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated by this Agreement, subject, in the case of the Merger, to obtaining the Stockholder Approval. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally or by principles governing the availability of equitable remediesTransactions. The Board of Directors of Parent has adopted resolutions approving the Companyexecution, at a meeting duly called delivery and held at which all directors performance by Parent of this Agreement and the consummation of the Company were present either in person Transactions, which resolutions have not been subsequently rescinded, modified or by telephone, duly and withdrawn. The Board of Directors of Merger Sub has unanimously (and without any abstentions) adopted resolutions (i) approving the execution, delivery and declaring advisable performance by Xxxxxx Sub of this AgreementAgreement and the consummation by Merger Sub of the Transactions, (ii) declaring that it is in the best interests of the Company's stockholders that the Company enter into this Agreement and consummate the Merger on consummation of the terms Transactions are advisable and subject to the conditions set forth in this Agreement, (iii) declaring that the consideration to be paid to the Company's stockholders in the Merger is fair to such stockholders, (iv) directing that this Agreement and the Transactions be submitted to a vote for consideration at a meeting or by unanimous written consent of Parent, as the Company's stockholders to be held as promptly as practicable following the date sole stockholder of this Agreement, (v) recommending that such stockholders adopt this Agreement and (vi) approving the Stockholder Agreement and the transactions contemplated therebyMerger Sub, which resolutions have not been subsequently rescinded, modified or withdrawn in any waya manner adverse to the Company. The No vote of holders of capital stock of Parent is necessary to approve this Agreement or the consummation by Xxxxxx and Merger Sub of the Merger and the other Transactions. Parent, as the sole stockholder of Merger Sub, will approve this Agreement and the Transactions (which approval shall be provided for by the written consent of Parent) immediately following the execution and delivery of this Agreement. Except as expressly set forth in this Section 4.02(a), no other corporate action (including any stockholder vote or other action) on the part of Parent or Merger Sub is necessary to authorize the execution, delivery and performance by Xxxxxx and Xxxxxx Sub of this Agreement do not, and the consummation by Xxxxxx and Xxxxxx Sub of the transactions contemplated Transactions. This Agreement has been duly executed and delivered by this Agreement Xxxxxx and compliance Xxxxxx Sub and, assuming due authorization, execution and delivery hereof by the Company Company, constitutes a legal, valid and binding obligation of each of Parent and Merger Sub, enforceable against each of them in accordance with the provisions of this Agreement will notits terms, conflict with, or 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 benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company or any of its subsidiaries under, (i) the certificate of incorporation or by-laws of the Company or the comparable organizational documents of any of its subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other contract, agreement, obligation, commitment, arrangement, understanding, instrument, permit, concession, franchise, license or similar authorization (each, a "Contract") to which the Company or any of its subsidiaries is a party or otherwise applicable to the Company or any of its subsidiaries or their respective properties or assets or (iii) subject to the governmental filings Bankruptcy and other matters referred Equity Exception. No Takeover Laws apply or will apply to in paragraph (b) below, (A) any judgment, order Parent or decree or (B) any statute, law, ordinance, rule or regulation, in each case applicable Merger Sub pursuant to the Company or any of its subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations, breaches, defaults, rights, losses or Liens that individually or in the aggregate would not reasonably be expected to (x) have a Material Adverse Effect on the Company, (y) impair in any material respect the ability of the Company to perform its obligations under this Agreement or (z) prevent or materially impede, interfere with, hinder or delay the consummation of the transactions contemplated by this AgreementTransactions.

Authority; Noncontravention. (a) The Company has all requisite corporate power and authority to enter into execute and deliver this Agreement andAgreement, subject to obtaining the Stockholder Approval, to perform its obligations hereunder and consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action action, other than the Stockholder Approval, on the part of the Company Company, and no other corporate proceedings proceedings, other than the Stockholder Approval, on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated by this Agreement, subject, in the case of the Merger, to obtaining the Stockholder Approvalhereby. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Subeach of the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms except insofar as enforceability may be limited by (subject to applicable bankruptcy, insolvencysolvency, fraudulent transfer, reorganization, moratorium or similar laws and other Laws affecting creditors' ’ rights generally or by principles governing the availability of equitable remediesfrom time to time in effect). The Board of Directors of the Company, at a meeting duly called and held at which all directors of the Company were present either in person or by telephoneheld, duly and unanimously (and without any abstentions) adopted resolutions (i) approving and declaring advisable this Agreement, (ii) declaring that it is in the best interests of the Company's stockholders that the Company enter into this Agreement and consummate Offer, the Merger on and the terms and subject to the conditions set forth in other transactions contemplated by this Agreement, (iiiii) declaring resolving that the consideration to be paid to the Company's stockholders in the Merger is fair to such stockholders, (iv) directing that adoption of this Agreement be submitted to a vote at a meeting the stockholders of the Company's stockholders , but subject to be held as promptly as practicable following the date of this Agreement, Section 5.02 hereof and (viii) recommending that such the stockholders of the Company accept the Offer, tender their shares of Company Common Stock to Merger Sub pursuant to the Offer and adopt this Agreement and (vi) approving the Stockholder Agreement and the transactions contemplated thereby, which resolutions have not been subsequently rescinded, modified or withdrawn in any way“Company Board Recommendation”). The execution and delivery affirmative vote (or written consent in lieu thereof) of this Agreement do not, and the holders of a majority of the outstanding Company Common Stock (the “Stockholder Approval”) is the only vote of the holders of any of the Company’s capital stock necessary in connection with the consummation of the transactions contemplated by this Agreement and compliance by the Company with the provisions 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, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company or any of its subsidiaries under, (i) the certificate of incorporation or by-laws of the Company or the comparable organizational documents of any of its subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other contract, agreement, obligation, commitment, arrangement, understanding, instrument, permit, concession, franchise, license or similar authorization (each, a "Contract") to which the Company or any of its subsidiaries is a party or otherwise applicable to the Company or any of its subsidiaries or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in paragraph (b) below, (A) any judgment, order or decree or (B) any statute, law, ordinance, rule or regulation, in each case applicable to the Company or any of its subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations, breaches, defaults, rights, losses or Liens that individually or in the aggregate would not reasonably be expected to (x) have a Material Adverse Effect on the Company, (y) impair in any material respect the ability of the Company to perform its obligations under this Agreement or (z) prevent or materially impede, interfere with, hinder or delay the consummation of the transactions contemplated by this AgreementMerger.

Authority; Noncontravention. (a) The Company has all requisite corporate power and authority to enter into this Agreement and the Voting Agreement and, subject to obtaining the adoption of this Agreement and the Merger by the affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock (the “Company Stockholder Approval”), to consummate the Merger and the other transactions contemplated by this Agreement, including the Voting Agreement. The execution and delivery of this Agreement and the Voting Agreement by the Company and the consummation by the Company of the Merger and the other transactions contemplated by this Agreement and the Voting Agreement have been duly authorized by all necessary corporate action on the part of the Company Company, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement, the Voting Agreement or to consummate the transactions contemplated by this Agreementhereby, subject, in the case of the Merger, to obtaining receipt of the Company Stockholder Approval. This Each of this Agreement and the Voting Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Subeach of the other parties hereto, constitutes a legal, valid and binding obligation of the Company, is enforceable against the Company in accordance with its terms except insofar as enforceability may be limited by (subject to applicable bankruptcy, insolvencysolvency, fraudulent transfer, reorganization, moratorium or similar laws and other Laws affecting creditors' ’ rights generally or from time to time in effect and by general principles governing the availability of equitable remediesequity). The Board of Directors As of the Companydate hereof, the Company Board, at a meeting duly called and held at which all the directors of the Company were present either in person or by telephone, duly and unanimously (and without any abstentions) adopted resolutions (i) approving and declaring advisable that this Agreement, (ii) declaring that it is the Voting Agreement, the Merger and the other transactions contemplated by this Agreement are advisable and in the best interests of the Company and the Company's stockholders that ’s stockholders, (ii) approving and adopting this Agreement, the Company enter into this Agreement and consummate Voting Agreement, the Merger on and the terms and subject to the conditions set forth in other transactions contemplated by this Agreement, (iii) declaring directing that the consideration to be paid to the Company's stockholders in the Merger is fair to such stockholders, (iv) directing that adoption of this Agreement be submitted to a vote at a meeting of the Company's stockholders of the Company and (iv) recommending that the stockholders of the Company adopt this Agreement. The Company Board has taken all action necessary to be held as promptly as practicable following render the date provisions of Section 203 of the DGCL inapplicable to this Agreement, (v) recommending that such stockholders adopt this Agreement and (vi) approving the Stockholder Agreement Voting Agreement, the Merger and the transactions contemplated thereby, which resolutions have not been subsequently rescinded, modified or withdrawn in any way. The execution and delivery of this Agreement do not, and the consummation of the other transactions contemplated by this Agreement and compliance by Agreement. No “fair price,” “merger moratorium,” “control share acquisition” or other anti-takeover or similar statute or regulation applies or purports to apply to this Agreement, the Company with the provisions 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, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company or any of its subsidiaries under, (i) the certificate of incorporation or by-laws of the Company Merger or the comparable organizational documents of any of its subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other contract, agreement, obligation, commitment, arrangement, understanding, instrument, permit, concession, franchise, license or similar authorization (each, a "Contract") to which the Company or any of its subsidiaries is a party or otherwise applicable to the Company or any of its subsidiaries or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in paragraph (b) below, (A) any judgment, order or decree or (B) any statute, law, ordinance, rule or regulation, in each case applicable to the Company or any of its subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations, breaches, defaults, rights, losses or Liens that individually or in the aggregate would not reasonably be expected to (x) have a Material Adverse Effect on the Company, (y) impair in any material respect the ability of the Company to perform its obligations under this Agreement or (z) prevent or materially impede, interfere with, hinder or delay the consummation of the transactions contemplated by this Agreement.

Authority; Noncontravention. (a) The Company Each of VeraSun and Sub has all the requisite corporate power and corporate authority to enter into this Agreement and, subject to obtaining the Stockholder receipt of VeraSun Shareholder Approval, to consummate the transactions contemplated by this Agreement. VeraSun has the requisite corporate power and corporate authority to enter into the US BioEnergy Shareholders Agreement and to consummate the transactions contemplated thereby. The execution and delivery of this Agreement and the US BioEnergy Shareholders Agreement by the Company VeraSun and the consummation by the Company VeraSun of the transactions contemplated by this Agreement and the US BioEnergy Shareholders Agreement have been duly authorized by all necessary corporate action on the part of the Company and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated by this AgreementVeraSun, subject, in connection with the case issuance of shares of VeraSun Common Stock in the Merger, to obtaining the Stockholder receipt of VeraSun Shareholder Approval. This Agreement has and the US BioEnergy Shareholders Agreement have been duly executed and delivered by the Company VeraSun and, assuming the due authorization, execution and delivery by Parent each of the other parties hereto and Subthereto, constitutes a constitute the legal, valid and binding obligation obligations of the CompanyVeraSun, enforceable against the Company VeraSun in accordance with its terms except insofar as enforceability may be limited by applicable their respective terms, subject to bankruptcy, insolvency, reorganizationfraudulent transfer, moratorium moratorium, reorganization or similar laws affecting creditors' the rights of creditors generally or by principles governing and the availability of equitable remedies. The Board remedies (regardless of Directors of the Company, whether such enforceability is considered in a proceeding in equity or at a meeting duly called and held at which all directors of the Company were present either in person or by telephone, duly and unanimously (and without any abstentions) adopted resolutions (i) approving and declaring advisable this Agreement, (ii) declaring that it is in the best interests of the Company's stockholders that the Company enter into this Agreement and consummate the Merger on the terms and subject to the conditions set forth in this Agreement, (iii) declaring that the consideration to be paid to the Company's stockholders in the Merger is fair to such stockholders, (iv) directing that this Agreement be submitted to a vote at a meeting of the Company's stockholders to be held as promptly as practicable following the date of this Agreement, (v) recommending that such stockholders adopt this Agreement and (vi) approving the Stockholder Agreement and the transactions contemplated thereby, which resolutions have not been subsequently rescinded, modified or withdrawn in any waylaw). The execution and delivery of this Agreement and the US BioEnergy Shareholders Agreement do not, and the consummation of the transactions contemplated by this Agreement and the US BioEnergy Shareholders Agreement and compliance by the Company with the provisions of this Agreement hereof and thereof will not, conflict with, or 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 benefit under, or result in the creation of any Lien upon any of the properties or other assets of the Company VeraSun or any of its subsidiaries Subsidiaries under, (i) the certificate Articles of incorporation Incorporation or byBy-laws (as amended to the date of the Company this Agreement) of VeraSun or the comparable organizational documents of any of its subsidiariesSubsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other contract, agreement, obligation, commitment, arrangement, understanding, instrument, permit, concession, franchise, license or similar authorization (each, a "Contract") Debt Agreements to which the Company VeraSun or any of its subsidiaries Subsidiaries is a party or otherwise applicable to the Company or any of by which its subsidiaries or their respective properties or other assets are bound, (iii) any Contracts (other than Debt Agreements) to which VeraSun or any of its Subsidiaries is a party or by which its or their respective properties or other assets are bound or (iiiiv) subject to the governmental filings and other matters referred to in paragraph (b) belowthe following sentence, (A) any judgment, order or decree or (B) any order, decree, statute, law, ordinance, rule or regulation, in each case regulation applicable to the Company VeraSun or any of its subsidiaries Subsidiaries or their respective properties or other assets, other than, in the case of clauses (iiiii) and (iiiiv), any such conflicts, violations, breaches, defaults, rights, losses or Liens that that, individually or in the aggregate would aggregate, have not had and are not reasonably be expected likely to (x) have a Material Adverse Effect on the CompanyVeraSun, (y) impair in any material respect the ability of the Company VeraSun to perform its obligations under this Agreement or the US BioEnergy Shareholders Agreement or (z) prevent or materially impede, interfere with, hinder or delay the consummation of the transactions contemplated by this Agreement or the US BioEnergy Shareholders Agreement. No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to VeraSun or any of its Subsidiaries in connection with the execution and delivery of this Agreement or the US BioEnergy Shareholders Agreement by VeraSun or the consummation by VeraSun of the Merger or the other transactions contemplated by this Agreement or the US BioEnergy Shareholders Agreement, except for (1) the filing of a premerger notification and report form by VeraSun under the HSR Act; (2) the filing with the SEC of (A) the Joint Proxy Statement and (B) such other reports and filings under the Securities Act or the Exchange Act as may be required in connection with this Agreement, the US BioEnergy Shareholders Agreement and the transactions contemplated by this Agreement or the US BioEnergy Shareholders Agreement; (3) the filing of the Articles of Merger with the South Dakota Secretary of State and appropriate documents with the relevant authorities of other states in which VeraSun is qualified to do business and such filings with Governmental Entities to satisfy the applicable requirements of state securities or “blue sky” laws; (4) such filings with and approvals of the New York Stock Exchange (the “NYSE”) to permit the shares of VeraSun Common Stock that are to be issued in the Merger to be listed on the NYSE; and (5) such other consents, approvals, orders or authorizations the failure of which to be made or obtained, individually or in the aggregate, has not and is not reasonably likely to (x) have a Material Adverse Effect on VeraSun, (y) impair the ability of VeraSun to perform its obligations under this Agreement or the US BioEnergy Shareholders Agreement or (z) prevent or materially delay the consummation of the transactions contemplated by this Agreement or the US BioEnergy Shareholders Agreement.

Authority; Noncontravention. (a) The Company has all the requisite corporate power and authority to enter into this Agreement and, subject to obtaining the Company Stockholder Approval, to consummate the transactions contemplated by this AgreementTransactions. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions Transactions contemplated by this Agreement herein have been duly authorized by all necessary corporate action on the part of the Company and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated by this AgreementCompany, subject, in the case of the Merger, to obtaining the Company Stockholder Approval, if applicable. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Merger Sub, constitutes a the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms terms, except insofar as enforceability the enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws Laws generally affecting creditors' the rights generally or by principles governing the availability of equitable remediescreditors and subject to general equity principles. The Board of Directors of the Company, at a meeting duly called and held at which all directors of the Company were present either in person or by telephonea quorum was present, unanimously duly and unanimously (and without any abstentions) adopted resolutions (i) approving and declaring advisable this Agreement, the Merger and the other Transactions, (ii) declaring that it is in the best interests of the Company's stockholders of the Company that the Company enter into this Agreement and consummate that the Merger and the other Transactions be consummated on the terms and subject to the conditions set forth in this Agreementherein, (iii) declaring directing that the consideration to be paid to the Company's stockholders in the Merger is fair to such stockholders, (iv) directing that adoption of this Agreement be submitted to a vote at a duly held meeting of the stockholders of the Company's stockholders to be held as promptly as practicable following the date of this Agreement, and (viv) recommending that such the stockholders of the Company accept the Offer, tender their Shares to Merger Sub pursuant to the Offer, and, if applicable, adopt this Agreement and (vi) approving collectively, the Stockholder Agreement and the transactions contemplated thereby“Company Recommendation”), which resolutions have not been subsequently rescinded, modified or withdrawn in any way. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance by the Company with the provisions 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, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company or any of its subsidiaries under, (i) the certificate of incorporation or by-laws of the Company or the comparable organizational documents of any of its subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other contract, agreement, obligation, commitment, arrangement, understanding, instrument, permit, concession, franchise, license or similar authorization (each, a "Contract") to which the Company or any of its subsidiaries is a party or otherwise applicable to the Company or any of its subsidiaries or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in paragraph (b) below, (A) any judgment, order or decree or (B) any statute, law, ordinance, rule or regulation, in each case applicable to the Company or any of its subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations, breaches, defaults, rights, losses or Liens that individually or in the aggregate would not reasonably be expected to (x) have a Material Adverse Effect on the Company, (y) impair in any material respect the ability of the Company to perform its obligations under this Agreement or (z) prevent or materially impede, interfere with, hinder or delay the consummation of the transactions contemplated by this Agreement.

Authority; Noncontravention. (a) The Company has all the requisite corporate power and authority to enter into execute and deliver this Agreement andAgreement, subject to consummate the Merger and the other transactions contemplated by this Agreement, subject, in the case of the Merger, to obtaining the Stockholder Approval, and to consummate comply with the transactions contemplated by provisions of this Agreement. The execution and delivery of this Agreement by the Company and Company, the consummation by the Company of the Merger and the other transactions contemplated by this Agreement and the performance by the Company of its obligations under this Agreement have been duly authorized by all necessary corporate action on the part of the Company Company, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement, to comply with the terms of this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement, subject, in the case of the Merger, to obtaining the Stockholder Approval. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery of this Agreement by Parent and Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms except insofar as enforceability may be limited by applicable terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or similar laws affecting creditors' ’ rights generally or by and to general equity principles governing (the availability of equitable remedies“Bankruptcy and Equity Exception”). The Board of Directors of the Company, at a meeting duly called and held at which all directors of the Company were present either in person or by telephone, duly and unanimously (and without any abstentions) adopted resolutions (i) approving and declaring advisable this Agreement, (ii) declaring that it is in the best interests of the Company's stockholders that the Company enter into this Agreement and consummate the Merger on and the terms and subject to the conditions set forth in other transactions contemplated by this Agreement, (iii) declaring that the consideration to be paid to the Company's stockholders in the Merger is fair to such stockholders, (ivii) directing that the adoption of this Agreement be submitted to a vote at a meeting of the Company's ’s stockholders to be held as promptly set forth in Section 5.01(f) and (iii) recommending that the Company’s stockholders adopt this Agreement, which resolutions remain in effect as practicable following of the date of this Agreement, (v) recommending that such stockholders adopt this Agreement and (vi) approving the Stockholder Agreement and the transactions contemplated thereby, which resolutions have not been subsequently rescinded, modified or withdrawn in any way. The execution and delivery of this Agreement do notAgreement, and the consummation of the Merger and the other transactions contemplated by this Agreement and compliance performance by the Company with the provisions of its obligations under this Agreement do not and will not, 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 in the case of clauses (B) and (C) below, give rise to a right of of, or result in, termination, cancellation cancelation or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Lien in or upon any of the properties or assets of the Company or any of its subsidiaries Subsidiaries under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under (iincluding any right of a holder of a security of the Company or any of its Subsidiaries to require the Company or any of its Subsidiaries to acquire such security), any provision of (A) the Company Certificate or the Company Bylaws or the certificate of incorporation or by-laws of the Company bylaws (or the comparable similar organizational documents documents) of any of its subsidiariesSubsidiaries, (iiB) any loan or credit agreement, bond, debenture, note, bond, mortgage, indenture, guarantee, lease or other contract, commitment, agreement, obligation, commitmentinstrument, arrangement, understanding, instrumentobligation, permit, concession, franchise, undertaking or license or similar authorization (each, including all amendments thereto, a "“Contract") ”), not otherwise terminable by the other party thereto on 90 days’ or less notice or Permit, to or by which the Company or its Subsidiaries is a party or bound or to or by which any of their respective properties or assets are subject or bound or otherwise under which the Company or any of its subsidiaries is a party Subsidiaries has rights or otherwise applicable to the Company or any of its subsidiaries or their respective properties or assets benefits or (iiiC) subject to the governmental filings and other matters referred to in paragraph the following sentence, any (b1) belowFederal, (A) any judgmentstate or local, order domestic or decree or (B) any foreign, statute, law, code, ordinance, rule or regulationregulation of any Governmental Entity (each, a “Law”), assuming receipt of the Stockholder Approval and the adoption of this Agreement by Parent, as the sole stockholder of Sub, or (2) Federal, state or local, domestic or foreign, judgment, injunction, order, writ or decree of any Governmental Entity (each, a “Judgment”), in each case case, applicable to the Company or any of its subsidiaries Subsidiaries or their respective properties or assets, other than, in the case of clauses (iiB) and (iiiC), any such conflicts, violations, breaches, defaults, rightsterminations, losses cancelations, accelerations, losses, Liens, rights or Liens entitlements that would not, individually or in the aggregate would not aggregate, reasonably be expected likely to (x) have a Company Material Adverse Effect on Effect. No consent, approval, order or authorization of, registration, declaration or filing with, or notice to, any Federal, state or local, domestic or foreign, government or any court, administrative agency or commission or other governmental, quasi-governmental or regulatory authority or agency, domestic or foreign (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, (y) impair in any material respect the ability consummation by the Company of the Company to perform its obligations under Merger and the other transactions contemplated by this Agreement or the compliance by the Company with the provisions of this Agreement, except for (zI) prevent the filing of a premerger notification and report form by the Company under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and the filings and receipt, termination or materially impedeexpiration, interfere withas applicable, hinder of such other approvals or delay waiting periods required under any other applicable competition, merger control, antitrust or similar Law, or foreign investment control or similar law, (II) the consummation filing with the Securities and Exchange Commission (the “SEC”) of a proxy statement relating to the adoption of this Agreement by the Company’s stockholders (as amended or supplemented from time to time, the “Proxy Statement”), and such reports under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the “Exchange Act”), as may be required in connection with this Agreement and the Merger and the other transactions contemplated by this Agreement, (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 jurisdictions in which the Company or any of its Subsidiaries is qualified to do business, (IV) any filings required under the rules and regulations of The NASDAQ Stock Market LLC, (V) any filings, notification and reports under state securities, takeover and “blue sky” Laws, and (VI) such other consents, approvals, orders, authorizations, registrations, declarations, filings and notices the failure of which to be obtained or made would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect.

Authority; Noncontravention. (ai) The Company Each of Ultimate Parent, Parent, US Parent and Merger Sub has all requisite corporate power and authority to enter into execute and deliver, and perform its obligations under, this Agreement and, subject to obtaining the Stockholder Approval, and to consummate the transactions contemplated hereby, subject, in the case of the Merger, to the delivery by this AgreementUS Parent of the written consent, as sole stockholder of Merger Sub, referenced in Section 5.12. The execution execution, delivery and delivery performance of this Agreement by the Company Ultimate Parent, Parent, US Parent and Merger Sub and the consummation by the Company Ultimate Parent, Parent, US Parent and Merger Sub of the transactions contemplated by this Agreement hereby have been duly authorized by all necessary corporate action on the part of the Company each of Ultimate Parent, Parent, US Parent and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated by this AgreementMerger Sub, subject, in the case of the Merger, to obtaining the Stockholder Approvaldelivery by US Parent of the written consent, as sole stockholder of Merger Sub, referenced in Section 5.12. This Agreement has been duly executed and delivered by the Company each of Ultimate Parent, Parent, US Parent and Merger Sub and, assuming the due authorization, execution and delivery by Parent and Subthe Company, constitutes a legal, valid and binding obligation of the Companyeach of Ultimate Parent, Parent, US Parent and Merger Sub, enforceable against the Company each of Ultimate Parent, Parent, US Parent and Merger Sub in accordance with its terms except insofar terms, subject, as enforceability may be limited by applicable to enforceability, to bankruptcy, insolvency, reorganization, moratorium insolvency and other Law of general applicability relating to or similar laws affecting creditors' ’ rights generally or by principles governing the availability of equitable remediesand to general equity principles. The Board board of Directors of the Company, at a meeting duly called and held at which all directors of the Company were present either in person or by telephoneeach of Ultimate Parent, US Parent and Parent has duly and unanimously (and without any abstentions) validly adopted resolutions (i) approving and declaring advisable this AgreementAgreement and the transactions contemplated hereby, including the Merger, and the board of directors of Merger Sub duly and validly adopted resolutions (iiA) declaring that it is in the best interests of the Company's stockholders Merger Sub and its stockholder that the Company Merger Sub enter into this Agreement and consummate the Merger and the other transactions contemplated hereby on the terms and subject to the conditions set forth in this Agreement, (iii) declaring that the consideration to be paid to the Company's stockholders in the Merger is fair to such stockholders, (iv) directing that this Agreement be submitted to a vote at a meeting of the Company's stockholders to be held as promptly as practicable following the date of this Agreement, (v) recommending that such stockholders adopt this Agreement and (viB) approving the Stockholder and declaring advisable this Agreement and the transactions contemplated therebyhereby, including the Merger and (C) recommending that the sole stockholder of Merger Sub adopt this Agreement, which resolutions of Ultimate Parent, Parent, US Parent and Merger Sub, in each case, have not been subsequently rescinded, modified or withdrawn in any way. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance by the Company with the provisions 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, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company or any of its subsidiaries under, (i) the certificate of incorporation or by-laws of the Company or the comparable organizational documents of any of its subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other contract, agreement, obligation, commitment, arrangement, understanding, instrument, permit, concession, franchise, license or similar authorization (each, a "Contract") to which the Company or any of its subsidiaries is a party or otherwise applicable to the Company or any of its subsidiaries or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in paragraph (b) below, (A) any judgment, order or decree or (B) any statute, law, ordinance, rule or regulation, in each case applicable to the Company or any of its subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations, breaches, defaults, rights, losses or Liens that individually or in the aggregate would not reasonably be expected to (x) have a Material Adverse Effect on the Company, (y) impair in any material respect the ability of the Company to perform its obligations under this Agreement or (z) prevent or materially impede, interfere with, hinder or delay the consummation of the transactions contemplated by this Agreement.

Authority; Noncontravention. (a) The Company has all requisite corporate power and authority to enter into execute and deliver this Agreement and, subject to obtaining receipt of the Stockholder Shareholder Approval, to consummate the Merger and the other transactions contemplated by this Agreement. The execution and delivery of this Agreement by the Company and the consummation by the Company of the Merger and the other transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of the Company and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement, subject, in the case of the consummation of the Merger, to the obtaining of the Stockholder Shareholder Approval. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Subeach of the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally or by principles governing the availability of equitable remediesterms. The Board of Directors of the Company, at a meeting duly called and held at which all directors of the Company were present either in person or by telephoneheld, duly and unanimously (and without any abstentions) adopted by all directors present, resolutions (i) approving adopting this Agreement, the Merger and declaring advisable the other transactions contemplated by this Agreement, (ii) declaring and recommending to its shareholders that it is advisable and in the best interests of the Company's stockholders Company and the shareholders of the Company that the Company enter into this Agreement and consummate the Merger and the other transactions contemplated by this Agreement on the terms and subject to the conditions set forth in this Agreement, (iii) declaring directing that the consideration Company use its reasonable best efforts to be paid to submit the Company's stockholders in the Merger is fair to such stockholders, (iv) directing that approval of this Agreement be submitted to a vote at a meeting of the Company's stockholders to be held shareholders of the Company as promptly as reasonably practicable following and (iv) recommending that the shareholders of the Company approve this Agreement, which resolutions, as of the date of this Agreement, (v) recommending that such stockholders adopt this Agreement and (vi) approving the Stockholder Agreement and the transactions contemplated thereby, which resolutions have not been subsequently rescinded, modified or withdrawn in any wayway (the “Company Board Recommendation”). The execution and delivery of this Agreement by the Company do not, and the consummation by the Company of the Merger and the other transactions contemplated by this Agreement and compliance by the Company with the provisions 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, or both) under, or give rise to a right of of, or result in, termination, cancellation or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Lien in or upon any of the properties or other assets of the Company or any of its subsidiaries Subsidiaries under, (iA) the certificate of incorporation Company Certificate or by-laws of the Company By-Laws or the comparable organizational documents of any of its subsidiariesSubsidiaries, (iiB) any loan or credit agreement, bond, debenture, note, bond, mortgage, indenture, lease lease, supply agreement, license agreement, development agreement or other contract, agreement, obligation, commitmentcommitment or instrument that is intended by the Company or any of its Subsidiaries to be legally binding, arrangement, understanding, instrument, permit, concession, franchise, license or similar authorization (each, including all amendments thereto, a "“Contract") ”), to which the Company or any of its subsidiaries Subsidiaries is a party or otherwise applicable to the Company or any of its subsidiaries or their respective properties or other assets is subject or (iiiC) subject to the obtaining of the Shareholder Approval and the governmental filings and other matters referred to in paragraph the following sentence, any (b1) below, (A) any judgment, order or decree or (B) any statute, law, ordinance, rule or regulationregulation (each, in each case a “Law”) applicable to the Company or any of its subsidiaries Subsidiaries or their respective properties or other assets or (2) order, writ, injunction, decree, judgment or stipulation (each, an “Order”) applicable to the Company or any of its Subsidiaries or their respective properties or other assets, other than, in the case of clauses (iiSections 3.01(d)(iv)(B) and (iii3.01(d)(iv)(C), any such conflicts, violations, breaches, defaults, rightsrights of termination, cancellation or acceleration, losses or Liens that individually or in the aggregate would does not and will not reasonably be expected to (xI) have a Material Adverse Effect on the CompanyEffect, (yII) impair in any material respect the ability of the Company to perform its obligations under this Agreement or (zIII) prevent or materially impede, interfere with, hinder or delay the consummation of the Merger and the other transactions contemplated by this Agreement. 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 organized securities exchange (each, a “Governmental Entity”) is required by or with respect to the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement by the Company or the consummation of the Merger or the other transactions contemplated by this Agreement, 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, and the rules and regulations thereunder (the “HSR Act”) and the termination of the waiting period required thereunder, and the receipt, termination or expiration, as applicable, of approvals or waiting periods required under any other applicable competition, merger control, antitrust or similar Law, (ii) the filing with the Securities and Exchange Commission (the ”SEC”) of (A) a proxy statement relating to the adoption by the shareholders of the Company of this Agreement (as amended or supplemented from time to time, the “Proxy Statement”) and (B) such reports under the Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder, the “Exchange Act”), as may be required in connection with this Agreement and the Merger and the other transactions contemplated by this Agreement, (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 or any of its Subsidiaries is qualified to do business, (iv) any filings with and approvals of the NYSE and (v) such other consents, approvals, orders, authorizations, actions, registrations, declarations and filings the failure of which to be obtained or made individually or in the aggregate does not and will not reasonably be expected to (A) have a Material Adverse Effect (B) impair in any material respect the ability of the Company to perform its obligations under this Agreement or (C) prevent or materially impede, interfere with, hinder or delay the consummation of the transactions contemplated by this Agreement.