Common use of Authority; Noncontravention Clause in Contracts

Authority; Noncontravention. Each of Parent and Sub has all requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of Parent and Sub and no other corporate proceedings on the part of Parent or Sub are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement and the transactions contemplated hereby do not require approval of the holders of any shares of capital stock of Parent. This Agreement has been duly executed and delivered by each of Parent and Sub and, assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of Parent and Sub, as applicable, enforceable against Parent and Sub, as applicable, in accordance with its terms, subject to bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies. 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 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, 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 Parent or Sub under (x) the Restated Certificate of Incorporation or By-laws of Parent or the Certificate of Incorporation or By-laws of Sub, (y) any Contract to which Parent or Sub is a party or any of their respective properties or other assets is subject, in any way that would prevent, materially impede or materially delay the consummation by Parent of the Merger (including the payments required to be made pursuant to Article II) or the other transactions contemplated hereby or (z) subject to the governmental filings and other matters referred to in the following sentence, any (A) statute, law, ordinance, rule or regulation applicable to Parent or Sub or their respective properties or other assets or (B) order, writ, injunction, decree, judgment or stipulation, in each case applicable to Parent or Sub or their respective properties or other assets, and in each case, in any way that would prevent, materially impede or materially delay the consummation by Parent of the Merger (including the payments required to be made pursuant to Article II) or the other transactions contemplated hereby. No material 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 Parent or Sub in connection with the execution and delivery of this Agreement by Parent and Sub or the consummation by Parent and Sub of the Merger or the other transactions contemplated by this Agreement, except for (1) the filing of a premerger notification and report form by Parent under 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 and (2) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware.

Authority; Noncontravention. Each of Parent and Sub has all requisite corporate or limited liability company power and authority to execute and deliver enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by Parent and Sub and the consummation by Parent and Sub of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or limited liability company action on the part of Parent and Sub and no other corporate or limited liability company proceedings on the part of Parent or Sub are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement and the transactions contemplated hereby do not require approval of the holders of any shares of capital stock of Parentby this Agreement. This Agreement has been duly executed and delivered by each of Parent and Sub and, assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of Parent and Sub, as applicable, enforceable against Parent and Sub, as applicable, each of them in accordance with its terms, subject to terms except insofar as enforceability may be limited by applicable bankruptcy, insolvency, moratoriumreorganization, reorganization moratorium or similar laws affecting the creditors' rights of creditors generally and or by principles governing the availability of equitable remedies. 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 Parent and Sub 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, or result in, of 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 Parent or Sub under under, (xi) the Restated Certificate certificate of Incorporation incorporation or Byby-laws of Parent or the Certificate certificate of Incorporation formation or By-laws limited liability company agreement of Sub, (yii) any Contract to which Parent or Sub is a party or any of otherwise applicable to Parent or Sub or their respective properties or other assets is subject, in any way that would prevent, materially impede or materially delay the consummation by Parent of the Merger (including the payments required to be made pursuant to Article II) or the other transactions contemplated hereby or (ziii) subject to the governmental filings and other matters referred to in the following sentence, any (A) any judgment, order or decree or (B) any statute, law, ordinance, rule or regulation applicable to Parent or Sub or their respective properties or other assets or (B) order, writ, injunction, decree, judgment or stipulationregulation, in each case applicable to Parent or Sub or any of their respective properties or other assets, and in each caseother than, in the case of clauses (ii) and (iii), any way such conflicts, violations, breaches, defaults, rights, losses or Liens that individually or in the aggregate would preventnot reasonably be expected to (x) have a Material Adverse Effect on Parent, materially impede (y) impair in any material respect the ability of Parent or Sub to perform its obligations under this Agreement or (z) prevent or materially impede, interfere with, hinder or delay the consummation by Parent of the Merger (including the payments required to be made pursuant to Article II) or the other transactions contemplated herebyby this Agreement. No material consent, approval, order or authorization of, action by by, or in respect of, or registration, declaration or filing with, any Governmental Entity is required to be obtained or made by or with respect to Parent or Sub in connection with the execution and delivery of this Agreement by Parent and Sub or the consummation by Parent and Sub of the Merger or the other transactions contemplated by this Agreement, except for (1) the filing of a premerger notification and report form by Parent under the HSR Act and any applicable filings and approvals under Foreign Antitrust Laws; (2) the receipt, termination or expiration, as applicable, filing with the SEC of approvals or waiting periods required (A) the Form S-4 and (B) such reports under the HSR Exchange Act or any other applicable competition, merger control, antitrust or similar law or regulation as may be required in connection with this Agreement and the Stockholder Agreement and the transactions contemplated by this Agreement and the Stockholder Agreement; (23) the filing of the Certificate of Merger with the Secretary of State of the State of DelawareDelaware and appropriate documents with the relevant authorities of other states in which Parent is qualified to do business; (4) such filings with and approvals of the NASDAQ National Market System to permit Parent Shares that are to be issued in the Merger to be listed on the NASDAQ National Market System; and (5) such other consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to be made or obtained individually or in the aggregate would not reasonably be expected to (x) have a Material Adverse Effect on Parent, (y) impair in any material respect the ability of Parent or Sub 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. Each of Parent Purchaser and Sub the Merger Subsidiary has all requisite corporate power and authority to execute and deliver enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by Purchaser and the Merger Subsidiary and the consummation by Purchaser and the Merger Subsidiary of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of Parent and Sub and no other corporate proceedings on the part of Parent or Sub are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement Purchaser and the transactions contemplated hereby do not require approval of the holders of any shares of capital stock of ParentMerger Subsidiary. This Agreement has been duly executed and delivered by each of Parent Purchaser and Sub and, assuming the due authorization, execution Merger Subsidiary and delivery by constitutes the Company, constitutes a legal, valid and binding obligation obligations of Parent Purchaser and Sub, as applicablethe Merger Subsidiary, enforceable against Parent Purchaser and Sub, as applicable, the Merger Subsidiary in accordance with its terms, subject to bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies. 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 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, or result in, of 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 Parent Purchaser or Sub any of its subsidiaries under (xi) the Restated Certificate certificate of Incorporation incorporation or Byby-laws of Parent Purchaser or the Certificate comparable organizational documents of Incorporation or By-laws any of Subits subsidiaries, (yii) any Contract loan or credit agreement, note, bond, mortgage or indenture, (iii) any material lease or other agreement to which Parent or Sub is a party Purchaser or any of their respective properties or other assets its subsidiaries is subjecta party, in any way that would prevent, materially impede or materially delay the consummation by Parent of the Merger (including the payments required to be made pursuant to Article II) or the other transactions contemplated hereby or (ziv) subject to the governmental filings and other matters referred to in the following sentence, any (A) judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Parent Purchaser or Sub any of its subsidiaries, other than, in the case of clauses (ii), (iii) and (iv), any such conflicts, violations, defaults, rights or their respective properties Liens that individually or other assets in the aggregate would not reasonably be expected (x) to have a material adverse effect on Purchaser, or (By) order, writ, injunction, decree, judgment or stipulation, in each case applicable to Parent or Sub or their respective properties or other assets, and in each case, in any way that would prevent, materially impede prevent or materially to delay the consummation by Parent of any of the Merger (including the payments required to be made pursuant to Article II) or the other transactions contemplated herebyby this Agreement. No material 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 Parent Purchaser, the Merger Subsidiary or Sub any of its subsidiaries in connection with the execution and delivery of this Agreement by Parent and Sub Purchaser or the Merger Subsidiary or the consummation by Parent and Sub Purchaser or the Merger Subsidiary of the Merger or the other transactions contemplated by this Agreement, except for (1) the filing of a premerger notification and report form by Parent Purchaser under the HSR Act, if necessary; (2) the filing with the SEC of such reports under the Exchange Act as may be required in connection with this Agreement 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 and transactions contemplated by this Agreement; (23) the filing of the Certificate of Merger with the Delaware Secretary of State and appropriate documents with the relevant authorities of other states in which Purchaser is qualified to do business; and (4) such consents, approvals, orders or authorizations the failure of which to be made or obtained would not reasonably be expected to have a material adverse effect on Purchaser or prevent or materially delay the consummation of any of the State of Delawaretransactions contemplated by this Agreement.

Authority; Noncontravention. Each of Parent and Merger Sub has have all requisite corporate power and authority to execute and deliver enter into this Agreement and to consummate the transactions contemplated by this Agreementhereby. The execution and delivery of this Agreement by Parent and Merger Sub and the consummation by 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 Parent and Sub and no other corporate proceedings on the part of Parent or Sub are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement and the transactions contemplated hereby do not require approval of the holders of any shares of capital stock of ParentMerger Sub. This Agreement has been duly executed and delivered by each of Parent and Sub andMerger Sub, as applicable, and (assuming the due authorization, execution and delivery by the Company, constitutes a legal, ) constitute valid and binding obligation obligations of Parent and Merger Sub, as applicable, enforceable against Parent and Sub, as applicable, them in accordance with its their terms, subject to the effects of bankruptcy, insolvency, moratoriumfraudulent conveyance, reorganization or reorganization, moratorium and other similar laws affecting the creditors' rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of creditors generally good faith and the availability of equitable remediesfair dealing. The execution and delivery of this Agreement do does not, and the consummation by Parent and Merger Sub of the Merger and the other transactions contemplated by this Agreement and compliance by Merger Sub with the provisions of this Agreement will shall 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, or result in, 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 in or upon any of the properties or other assets of Parent or Merger Sub under (xi) the Restated Certificate certificate of Incorporation incorporation or Byby-laws of Parent or the Certificate of Incorporation or By-laws of Merger Sub, (yii) any Contract loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to which Parent or Merger Sub is a party or any of their respective properties or other assets is subject, in any way that would prevent, materially impede or materially delay the consummation by Parent of the Merger (including the payments required to be made pursuant to Article II) or the other transactions contemplated hereby or (ziii) subject to the governmental filings and other matters referred to in the following sentence, any (A) judgment, order, decree, statute, law, ordinance, rule rule, regulation or regulation arbitration award applicable to Parent or Merger Sub or their respective properties or assets, other assets or (B) order, writ, injunction, decree, judgment or stipulationthan, in each the case applicable of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or Liens that individually or in the aggregate would not have a Material Adverse Effect with respect to Parent or Sub or their respective properties or other assets, and in each case, in any way that would prevent, materially impede prevent or materially delay the consummation by ability of Parent of and Merger Sub to consummate the Merger (including the payments required to be made pursuant to Article II) or the other transactions contemplated herebyby this Agreement or perform their respective obligations hereunder. No material consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, or notice to, any Governmental Entity is required by or with respect to Parent or Merger Sub in connection with the execution and delivery of this Agreement by Parent and Merger Sub or the consummation by Parent and Merger Sub of any of the Merger or the other transactions contemplated by this Agreementhereby, except for (1i) the filing of a premerger notification and report form by Parent such filings, if any, may be required under the HSR Act and the receiptfiling of any required applications, termination or expirationif any, as applicable, of approvals or waiting periods required under the HSR Act or any other applicable competition, merger control, by Parent and Merger Sub pursuant to antitrust or similar law or regulation laws in such foreign jurisdictions as necessary, (ii) the filing with the SEC of (A) the Form S-4 and (2B) such reports under the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby, (iii) the filing of the Certificate of Merger with the Secretary of State of the State of DelawareDelaware and appropriate documents with the relevant authorities of other states in which Parent is qualified to do business, (iv) such other consents, approvals, orders, authorizations, registrations, declarations, filings or notices as may be required under the "takeover" or "blue sky" laws of various states and (v) 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 Merger or the other transactions contemplated hereby or performance of Parent's and Merger Sub's obligations hereunder or (y) have a Material Adverse Effect with respect to Parent.

Authority; Noncontravention. Each of Parent and Sub has all have the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated by this Agreementhereby. The execution and delivery of this Agreement by Parent and Sub and the consummation by Parent and Sub of the transactions contemplated by this Agreement hereby have been duly authorized by all necessary corporate action on the part of Parent and Sub and no other corporate proceedings on the part of Parent or Sub Sub, including the approval of their respective stockholders, are necessary to authorize approve this Agreement or to consummate the transactions contemplated hereby. This Agreement and the transactions contemplated hereby do not require approval of the holders of any shares of capital stock of Parent. This Agreement has been duly executed and delivered by each of Parent and Sub andSub, assuming the due authorizationas applicable, execution and delivery by the Company, constitutes a legal, valid and binding obligation of Parent and Sub, as applicable, enforceable against Parent and Sub, as applicable, in accordance with its terms, subject to bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies. The execution and delivery of this Agreement do not, and the consummation of the Merger and the other transactions contemplated by this Agreement hereby and compliance 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, or both) under, or give rise to a right of, or result in, termination, cancellation cancelation or acceleration of any obligation or to the loss of a material benefit under, or result in the creation of any Lien in or upon any of the properties or other assets of Parent under, or Sub under give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, any provision of (xi) the Restated Certificate of Incorporation or By-laws of Parent or the Certificate certificate of Incorporation incorporation or Byby-laws (or similar organizational documents) of any of its subsidiaries (including Sub), (yii) any Contract applicable to which Parent or Sub is a party or any of their respective properties or other assets is subject, in any way that would prevent, materially impede or materially delay the consummation by Parent of the Merger (including the payments required to be made pursuant to Article II) or the other transactions contemplated hereby or (ziii) subject to the governmental filings and other matters referred to in the following sentence, any (A) statute, law, ordinance, rule or regulation applicable to Parent or Sub or their respective properties or other assets or (B) orderjudgment, writ, injunction, order or decree, judgment or stipulation, in each case applicable to Parent or Sub or their respective properties or other assets, and in each caseother than, in the case of clauses (ii) and (iii), any way such conflicts, violations, defaults, rights, losses or Liens that individually or in the aggregate would prevent, not prevent or materially impede or materially delay (taking into account the likelihood of such result occurring and the expected magnitude of such event if it were to occur) the consummation by Parent of the Merger (including the payments required to be made pursuant to Article II) or the other transactions contemplated hereby. No material 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 Parent or Sub in connection with the execution and delivery of this Agreement by Parent and Sub or the consummation by Parent and Sub of the Merger transactions contemplated hereby or the other transactions contemplated by compliance with the provisions of this Agreement, except for (1) the filing of a premerger notification and report form by Parent under 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 and regulation, (2) any consent, approval, order, authorization, registration, declaration or filing required to be received from or made with any foreign regulatory authorities, (3) any filings required under the rules and regulations of the FAA, (4) any filings required under the rules and regulations of the DOT, (5) the filing of the Certificate of Merger with the Secretary of State of the State of DelawareDelaware and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business, (6) any consent, approval, order, authorization, registration, declaration or filing required to be received from or made with any Governmental Entity that generally regulates aspects of airline operations, including, but not limited to, noise, environmental, aircraft communications, agricultural, export/import and customs and (7) such other consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made individually or in the aggregate would not impair in any material respect the ability of Parent or Sub to perform its obligations under this Agreement or prevent or materially delay the consummation of any of the transactions contemplated by this Agreement.

Authority; Noncontravention. Each of Parent and Sub has all requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by Parent and Sub and the consummation by Parent and Sub of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of Parent and Sub and no other corporate proceedings on the part of Parent or Sub are necessary to authorize this Agreement or to consummate the transactions contemplated herebyby this Agreement. This Agreement and the transactions contemplated hereby by this Agreement do not require approval of the holders of any shares of capital stock of Parent. This Agreement has been duly executed and delivered by each of Parent and Sub and, assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of Parent and Sub, as applicable, enforceable against Parent and Sub, as applicable, in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws Laws affecting the rights of creditors generally and the availability of equitable remediesremedies (regardless of whether such enforceability is considered in a proceeding at equity or at law). The execution and delivery of this Agreement by Parent and Sub do not, and the consummation by Parent and Sub of the Merger and the other transactions contemplated by this Agreement and compliance by Parent and Sub 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, 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 Parent or Sub under (x) the Restated Certificate of Incorporation or By-laws of Parent Parent, the Sub Articles or the Certificate of Incorporation or By-laws of Sub, (y) any Contract to which Parent or Sub is a party or any of their respective properties or other assets is subject, in any way that would prevent, materially impede or materially delay the consummation by Parent of the Merger (including the payments required to be made pursuant to Article II) or the other transactions contemplated hereby subject or (z) subject to the governmental filings and other matters referred to in the following sentence, any (A) statute, law, ordinance, rule or regulation applicable to Parent or Sub or their respective properties or other assets or (B) order, writ, injunction, decree, judgment or stipulation, in each case Legal Provision applicable to Parent or Sub or their respective properties or other assets, and in each caseother than, in the case of clauses (y) and (z), any way such conflicts, violations, breaches, defaults, rights of termination, cancelation or acceleration, losses or Liens that individually or in the aggregate have not had and would preventnot reasonably be expected to (1) have a Parent Material Adverse Effect, materially impede (2) impair in any material respect the ability of Parent or Sub to perform its respective obligations under this Agreement or (3) prevent or materially impede, interfere with, hinder or delay the consummation by Parent of the Merger (including the payments required to be made pursuant to Article II) or the other transactions contemplated herebyby this Agreement. No material 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 Parent or Sub in connection with the execution and delivery of this Agreement by Parent and Sub or the consummation by Parent and Sub 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 Parent under the HSR Act and the termination of the waiting period required thereunder, (B) all required notifications and filings by Parent under Article 4 of 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 the HSR Act or any other applicable competition, merger control, antitrust or similar law or regulation and Law, (2) the filing with the SEC of (X) the Form S-4 and (Y) such reports under the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (3) the filing of the Certificate Articles of Merger with the Secretary of State of the State of DelawareIndiana, (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 Parent Material Adverse Effect, (y) impair in any material respect the ability of Parent or Sub to perform its respective 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. Each of Parent and Sub The Company has all the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated 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 approve this Agreement or to consummate the transactions contemplated hereby, subject, in the case of the consummation of the Merger, to obtaining the Stockholder Approval (as defined in Section 3.01(t)). This Agreement has been duly executed and delivered by the Company and constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms. The Board of Directors of the Company, at a meeting duly called and held at which all directors of the Company were present, duly and unanimously adopted resolutions (i) approving and declaring advisable the Merger, this Agreement and the transactions contemplated hereby, (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 and (v) recommending that the Company's stockholders adopt this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of Parent and Sub and no other corporate proceedings on the part of Parent or Sub are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement and the transactions contemplated hereby do not require approval of the holders of any shares of capital stock of Parent. This Agreement has been duly executed and delivered by each of Parent and Sub and, assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of Parent and Sub, as applicable, enforceable against Parent and Sub, as applicable, in accordance with its terms, subject to bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies. 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 with the provisions of this Agreement hereof 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, or both) under, or give rise to a right of, or result in, termination, cancellation cancelation or acceleration of any obligation or to the loss of a material benefit under, or result in the creation of any Lien in or upon any of the properties or other assets of Parent the Company or Sub under any of its subsidiaries under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, any provision of (xi) the Restated Certificate of Incorporation or By-laws of Parent the Company or the Certificate certificate of Incorporation incorporation or Byby-laws (or similar organizational documents) of Subany of its subsidiaries, (yii) any Contract loan or credit agreement, bond, debenture, note, mortgage, indenture, guarantee, lease or other contract, commitment, agreement, instrument, arrangement, understanding, obligation, undertaking, permit, concession, franchise or license, whether oral or written (each, including all amendments thereto, a "Contract"), to which Parent the Company or Sub any of its subsidiaries is a party or any of their respective properties or other assets is subject, in any way that would prevent, materially impede or materially delay the consummation by Parent of the Merger (including the payments required to be made pursuant to Article II) or the other transactions contemplated hereby subject or (ziii) subject to the governmental filings and other matters referred to in the following sentence, any (A) statute, law, ordinance, rule or regulation applicable to Parent or Sub or their respective properties or other assets or (B) orderjudgment, writ, injunction, order or decree, judgment or stipulation, in each case applicable to Parent the Company or Sub any of its subsidiaries or their respective properties or other assets, and in each caseother than, in the case of clauses (ii) and (iii), any way such conflicts, violations, breaches, defaults, rights, losses, Liens or entitlements that individually or in the aggregate would prevent, materially impede or materially delay not be expected to result in (taking into account the consummation by Parent likelihood of such result occurring and the Merger (including the payments required expected magnitude of such event if it were to be made pursuant to Article IIoccur) or the other transactions contemplated herebya material adverse effect. No material consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any domestic or foreign (whether national, federal, state, provincial, local or otherwise) government or any court, administrative agency or commission or other governmental or regulatory authority or agency, domestic, foreign or supranational (a "Governmental Entity Entity"), is required by or with respect to Parent the Company or Sub any of its subsidiaries in connection with the execution and delivery of this Agreement by Parent and Sub the Company or the consummation by Parent and Sub the Company of the Merger or the other transactions contemplated by this Agreementhereby or compliance with the provisions hereof, except for (1) the filing of a premerger notification and report form by Parent the Company under the HSR Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act and the receipt, termination or expirationof 1976, as applicable, of approvals or waiting periods required under amended (the "HSR Act Act") or any other applicable competition, merger control, antitrust or similar law or regulation and regulation, (2) any consent, approval, order, authorization, registration, declaration or filing required to be received from or made with any foreign regulatory authorities, (3) any filings required under Title 49 of the United States Code and the rules and regulations of the Federal Aviation Administration (the "FAA"), (4) any filings required under the rules and regulations of the Department of Transportation (the "DOT"), (5) the filing with the SEC of a proxy statement relating to the adoption by the Company's stockholders of this Agreement (as amended or supplemented from time to time, the "Proxy Statement") and such reports under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as may be required in connection with this Agreement, the Merger and the other transactions contemplated hereby, (6) the filing of the Certificate of Merger with the Secretary of State of the State of DelawareDelaware and appropriate documents with the relevant authorities of other states in which the Company or any of its subsidiaries is qualified to do business, (7) any filings required under the rules and regulations of the New York Stock Exchange ("NYSE"), (8) any consent, approval, order, authorization, registration, declaration or filing required to be received from or made with any Governmental Entity that generally regulates aspects of airline operations, including, but not limited to, noise, environmental, aircraft communications, agricultural, export/import and customs and (9) such other consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made individually or in the aggregate would not be expected to result in (taking into account the likelihood of such result occurring and the expected magnitude of such event if it were to occur) a material adverse effect.

Authority; Noncontravention. Each of Parent and Sub has all requisite corporate power and authority to execute and deliver this Agreement and and, subject to receipt of the Parent Stockholder Approval, to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by Parent and Sub and the consummation by Parent and Sub of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of Parent and Sub and no other corporate proceedings on the part of Parent or Sub are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This by this Agreement (other than the obtaining of Parent Stockholder Approval and the transactions contemplated hereby do not require approval filing of the holders Articles of any shares Merger with the Secretary of capital stock State of Parentthe State of Indiana). This Agreement has been duly executed and delivered by each of Parent and Sub and, assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of Parent and Sub, as applicable, enforceable against Parent and Sub, as applicable, in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws Laws affecting the rights of creditors generally and the availability of equitable remediesremedies (regardless of whether such enforceability is considered in a proceeding at equity or at law). The execution and delivery of this Agreement by Parent and Sub do not, and the consummation by Parent and Sub of the Merger and the other transactions contemplated by this Agreement and compliance by Parent and Sub 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, 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 Parent or Sub under (x) the Restated Parent Certificate of Incorporation or By-laws of Parent laws, the Sub Articles or the Certificate of Incorporation or By-laws of Sub, (y) any Contract to which Parent or Sub is a party or any of their respective properties or other assets is subject, in any way that would prevent, materially impede or materially delay the consummation by Parent of the Merger (including the payments required to be made pursuant to Article II) or the other transactions contemplated hereby subject or (z) subject to obtaining the Parent Stockholder Approval, the governmental filings and other matters referred to in the following sentence, any (A) statute, law, ordinance, rule or regulation applicable to Parent or Sub or their respective properties or other assets or (B) order, writ, injunction, decree, judgment or stipulation, in each case Legal Provision applicable to Parent or Sub or their respective properties or other assets, and in each caseother than, in the case of clauses (y) and (z), any way such conflicts, violations, breaches, defaults, rights of termination, cancelation or acceleration, losses or Liens that individually or in the aggregate have not had and would preventnot reasonably be expected to (1) have a Parent Material Adverse Effect, materially impede (2) impair in any material respect the ability of Parent or Sub to perform its respective obligations under this Agreement or (3) prevent or materially impede, interfere with, hinder or delay the consummation by Parent of the Merger (including the payments required to be made pursuant to Article II) or the other transactions contemplated herebyby this Agreement. No material 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 Parent or Sub in connection with the execution and delivery of this Agreement by Parent and Sub or the consummation by Parent and Sub 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 Parent under the HSR Act and the termination of the waiting period required thereunder, (B) all required notifications and filings by Parent under Article 4 of 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 the HSR Act or any other applicable competition, merger control, antitrust or similar law or regulation and Law, (2) the filing with the SEC of (X) the Form S-4, (Y) the Proxy Statement and (Z) such reports under the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (3) the filing of the Certificate Articles of Merger with the Secretary of State of the State of DelawareIndiana, (4) the filing of an amended Parent Certificate with the Secretary of State of the State of Delaware to reflect the Amendment, (5) any filings with and approvals of the NYSE 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 (x) have a Parent Material Adverse Effect, (y) impair in any material respect the ability of Parent or Sub to perform its respective 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. Each of Parent and Merger Sub has all requisite corporate power and authority to execute and deliver enter into this Agreement Agreement, and to consummate the transactions contemplated by this Agreementhereby. The execution and delivery of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate and shareholder action on the part of Parent and Sub and no other corporate proceedings on the part of Parent or Sub are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement and the transactions contemplated hereby do not require approval of the holders of any shares of capital stock of ParentMerger Sub, respectively. This Agreement has been duly executed and delivered by each of Parent and Sub Merger Sub, and, assuming the due authorization, execution and delivery by the Company, constitutes a the legal, valid and binding obligation obligations of Parent and Merger Sub, as applicablerespectively, enforceable against Parent and Merger Sub, as applicablerespectively, in accordance with its terms, their terms except that (i) such enforceability may be subject to applicable bankruptcy, insolvency, moratorium, reorganization insolvency or other similar laws now or hereafter in effect affecting the creditors' rights of creditors generally and (ii) the availability of the remedy of specific performance or injunction or other forms of equitable remediesrelief may be subject to equitable defenses and would be subject to the discretion of the courts for which any proceeding therefor may be brought. The execution and delivery of this Agreement do does not, and the consummation of the Merger and the other transactions contemplated by this Agreement hereby and compliance 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, or result in, of 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 Parent or Sub under any of its subsidiaries under, (xi) the Restated Certificate certificate of Incorporation incorporation or Byby-laws of Parent Parent, (ii) the certificate of incorporation or the Certificate of Incorporation or Byby-laws of the comparable organizational documents of any of its significant subsidiaries or Merger Sub, (yiii) any Contract loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise, license or similar authorization applicable to which Parent or Sub is a party or any of its subsidiaries or their respective properties or other assets is subject, in any way that would prevent, materially impede or materially delay the consummation by Parent of the Merger (including the payments required to be made pursuant to Article II) or the other transactions contemplated hereby or (ziv) subject to the governmental filings and other matters referred to in the following sentence, any (A) judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Parent or Sub any of its subsidiaries or their respective properties or assets, other assets than, in the case of clauses (ii), (iii) and (iv), any such conflicts, violations, defaults, rights, losses or Liens that individually or in the aggregate would not (x) have a material adverse effect on Parent or (By) order, writ, injunction, decree, judgment or stipulation, in each case applicable reasonably be expected to Parent or Sub or their respective properties or other assets, and in each case, in any way that would prevent, materially impede impair or materially delay the consummation by ability of Parent of the or Merger (including the payments required Sub to be made pursuant to Article II) or the other transactions contemplated herebyperform its obligations under this Agreement. No material consent, approval, order or authorization of, action by by, or in respect of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to Parent or Sub any of its subsidiaries in connection with the execution and delivery of this Agreement by Parent and Merger Sub or the consummation by Parent and Merger Sub of the Merger or the other transactions contemplated by this Agreement, except for (1) the filing of a premerger pre-merger notification and report form by Parent under the HSR Act Act, and filing of a copy of the application to the Federal Reserve Board pursuant to Section 7A(c)(8) of the HSR Act; (2) the filing with the SEC of (A) the Form S-4 and the receipt, termination or expiration, as applicable, of approvals or waiting periods required Proxy Statement and (B) such reports under the HSR Exchange Act or any other applicable competition, merger control, antitrust or similar law or regulation as may be required in connection with this Agreement and the transactions contemplated hereby; (23) the filing of the Certificate of Merger with the Secretary of State of the State of DelawareDelaware and such filings with Governmental Entities to satisfy the applicable requirements of the laws of states in which Parent and its subsidiaries are qualified or licensed to do business or state securities or "blue sky" laws; (4) such filings with and approvals of the NYSE and the Pacific Stock Exchange (the "PSX") to permit the shares of Parent Common Stock to be issued in the Merger and under the Company Stock Plan to be listed on the NYSE and PSX; (5) the approval of the Federal Reserve under Section 4(j) of the Bank Holding Company Act; and (6) filings in respect of, and approvals and authorizations of, any Governmental Entity having jurisdiction over the consumer lending, banking, insurance or other financial services businesses.

Authority; Noncontravention. Each of Parent and Sub (i) The Company has all requisite corporate power and authority to execute and deliver enter into this Agreement and and, subject to receipt of the Company Stockholder Approval (as defined in Section 4.01(m)), if required by law, to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by the Company and the consummation of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of Parent and Sub and no other corporate proceedings on the part of Parent or Sub are necessary Company, subject to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement and the transactions contemplated hereby do not require approval receipt of the holders of any shares of capital stock of ParentCompany Stockholder Approval, if required by law. This Agreement has been duly executed and delivered by each of Parent and Sub the Company and, assuming the due authorization, execution and delivery of this Agreement by the CompanyParent and Merger Sub, constitutes a legal, valid and binding obligation of Parent and Sub, as applicablethe Company, enforceable against Parent and Sub, as applicable, the Company in accordance with its terms, terms subject to (A) applicable bankruptcy, insolvency, fraudulent transfer and conveyance, moratorium, reorganization or reorganization, receivership and similar laws relating to or affecting the enforcement of the rights and remedies of creditors generally generally, and the availability (B) principles of equitable remediesequity (regardless of whether considered and applied in a proceeding in equity or at law). The execution and delivery of this Agreement do does not, and the consummation of the Merger and the other transactions contemplated by this Agreement and compliance with the provisions of this Agreement by the Company 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 ofof termination, or result in, terminationamendment, cancellation or acceleration of any obligation or to the loss of a material benefit under, or result in the creation of any Lien in or upon any of the properties or other assets of Parent the Company or Sub under any of its subsidiaries under, (xA) the Restated Certificate of Incorporation or By-laws of Parent or the Certificate of Incorporation or By-laws of Subthe Company or the comparable certificate of incorporation or organizational documents of any of its subsidiaries, (yB) any Contract loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise, license or other instrument or obligation applicable to which Parent or Sub is a party the Company or any of its subsidiaries or their respective properties or other assets is subject, in any way that would prevent, materially impede or materially delay the consummation by Parent of the Merger (including the payments required to be made pursuant to Article II) or the other transactions contemplated hereby or (zC) subject to the governmental filings and other matters referred to in the following sentence, any (A) judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Parent the Company or Sub any of its subsidiaries or their respective properties or assets, other assets or than, in the case of clauses (B) orderand (C), writany such conflicts, injunctionviolations, decreedefaults, judgment obligations, losses, rights, Liens, judgments, orders, decrees, statutes, laws, ordinances, rules or stipulationregulations that, individually or in each case applicable the aggregate, are not reasonably likely to Parent or Sub or their respective properties or other assets, and in each case, in any way that would prevent, materially impede or materially delay have a material adverse effect on the consummation by Parent of the Merger (including the payments required to be made pursuant to Article II) or the other transactions contemplated herebyCompany. No material consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, 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 Entity"), is required to be made or obtained by or with respect to Parent the Company or Sub any of its subsidiaries in connection with the execution and delivery of this Agreement by Parent and Sub the Company or the consummation by Parent and Sub the Company of any of the Merger or the other transactions contemplated by this Agreement, except for (1A) the filing of a premerger notification and report form by Parent and the expiration or termination of the waiting period under the HSR Act and Act; (B) if required by law, the receipt, termination or expirationfiling with the SEC of a proxy statement relating to the Company Stockholders Meeting (as defined in Section 6.01(b)) (such proxy statement, as applicableamended or supplemented from time to time, of approvals or waiting periods required under the HSR Act or any other applicable competition, merger control, antitrust or similar law or regulation and "Proxy Statement"); (2C) the filing of the Certificate of Merger with the Secretary of State of the State of DelawareDelaware of the Certificate of Merger and the filing of appropriate documents with the relevant authorities of other states in which the Company is qualified to do business; (D) the filing of the Schedule 14D-9 with the SEC; (E) such filings as may be required under state securities, or "blue sky" laws; (F) such filings as may be required under the rules of any securities exchange or automated quotation system on which the Company Common Stock is then listed or quoted; and (G) such consents, approvals, orders or authorizations the failure of which to be made or obtained, individually or in the aggregate, is not reasonably likely to have a material adverse effect on the Company.

Authority; Noncontravention. Each of Parent and Sub Purchaser has all requisite power, corporate power or other, and authority to execute execute, deliver and deliver perform its obligations under this Agreement and to consummate the transactions contemplated by this AgreementTransactions. The execution execution, delivery and delivery performance of this Agreement by Parent and Purchaser and the consummation by Parent and Purchaser of the transactions contemplated by this Agreement Transactions have been duly authorized by all necessary action, corporate action or other, on the part of Parent and Sub and no other corporate proceedings on the part of Parent or Sub are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement and the transactions contemplated hereby do not require approval of the holders of any shares of capital stock of ParentPurchaser. This Agreement has been duly executed and delivered by each of Parent and Sub Purchaser and, assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of Parent and Sub, as applicablePurchaser, enforceable against Parent and Sub, as applicable, Purchaser in accordance with its terms, subject to bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies. The execution and delivery of this Agreement do does not, and the consummation of the Merger and the other transactions contemplated by this Agreement Transactions and compliance 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, or result in, of 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 Parent or Sub under any of its subsidiaries under, (xi) the Restated Certificate certificate of Incorporation incorporation or Byby-laws (or similar organizational documents) of Parent or the Certificate of Incorporation or By-laws of SubPurchaser, (yii) any Contract loan or credit agreement, note, bond, mortgage, indenture, lease or other contract, instrument, permit or license to which Parent or Sub any of its subsidiaries is a party or by which Parent, any of Parent’s subsidiaries or any of their respective properties or other assets is subjectbound or affected, in any way that would prevent, materially impede or materially delay the consummation by Parent of the Merger (including the payments required to be made pursuant to Article II) or the other transactions contemplated hereby or (ziii) subject to the governmental filings and other matters referred to in the following sentence, any (A) judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Parent or Sub any of its subsidiaries or their respective properties or assets, other assets than, in the case of clauses (ii) and (iii), any such conflicts, violations, defaults, rights, losses or Liens that individually or in the aggregate would not (x) have a material adverse effect on Parent or (By) order, writ, injunction, decree, judgment reasonably be expected to materially impair or stipulation, in each case applicable to Parent or Sub or their respective properties or other assets, and in each case, in any way that would prevent, materially impede or materially delay the consummation by ability of Parent of the Merger (including the payments required to be made pursuant to Article II) or the other transactions contemplated herebyperform its obligations under this Agreement. No material consent, approval, order or authorization of, action by by, or in respect of, or registration, declaration or filing with, any Governmental Entity is required by Parent, Purchaser or with respect to Parent or Sub any of their subsidiaries in connection with the execution and delivery of this Agreement by Parent and Sub or Purchaser or the consummation by Parent and Sub or Purchaser of the Merger or the other transactions contemplated by this Agreementhereby, except for for: (1) the filing with the SEC of such reports under the Exchange Act as may be required in connection with this Agreement and the Transactions; (2) the filing of the Certificate of Merger and the Surviving Corporation Certificate with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which Parent is qualified to do business and such filings with Governmental Entities to satisfy the applicable requirements of state securities or “blue sky” laws; (3) if required, the filing of a premerger pre-merger notification and report form by Parent under the HSR Act and the receipt, expiration or termination or expiration, as applicable, of approvals or the waiting periods required under the HSR Act or any other applicable competition, merger control, antitrust or similar law or regulation period thereunder and (2) the filing of comparable pre-merger notifications in non-U.S. jurisdictions, if applicable, and the Certificate expiration of Merger with any mandatory waiting periods thereunder; and (4) such consents, approvals, orders or authorizations the Secretary failure of State which to be made or obtained individually or in the aggregate would not (x) have a material adverse effect on Parent or (y) reasonably be expected to materially impair or delay the ability of the State of DelawareParent or Purchaser to perform its obligations under this Agreement.

Authority; Noncontravention. Each of Parent and Sub has all requisite corporate power and authority to execute and deliver enter into this Agreement, to perform its obligations under this Agreement and to consummate the transactions contemplated by this Agreement. The execution execution, delivery and delivery performance of this Agreement by Parent, and the consummation by Parent of the transactions contemplated by this Agreement Agreement, have been duly authorized by all necessary corporate action on the part of Parent and Sub and no other corporate proceedings on the part of Parent or Sub are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement and the transactions contemplated hereby do not require approval of the holders of any shares of capital stock of Parent. This Agreement has been duly executed and delivered by each of Parent and Sub and, assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of Parent and Sub, as applicableParent, enforceable against Parent and Sub, as applicable, in accordance with its terms, subject to the effects of bankruptcy, insolvency, moratoriumfraudulent conveyance, reorganization or reorganization, moratorium and other similar laws relating to or affecting the creditors’ rights of creditors generally generally, and the availability of general equitable remediesprinciples (whether considered in a proceeding in equity or at law). The execution execution, delivery and delivery performance of this Agreement by Parent do not, and the consummation of the Merger and the other transactions contemplated by this Agreement and compliance 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, or result in, 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 in or lien upon any of the properties or other assets of Parent or Sub under (xi) the Restated Certificate its articles of Incorporation incorporation or By-laws of bylaws or comparable organizational documents, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Parent or the Certificate of Incorporation or By-laws of Sub, (y) any Contract to which Parent or Sub is a party or any of their respective its properties or other assets is subject, in any way that would prevent, materially impede or materially delay the consummation by Parent of the Merger (including the payments required to be made pursuant to Article II) or the other transactions contemplated hereby or (ziii) subject to the governmental filings and other matters referred to in the following sentence, any (A) judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Parent or Sub or their respective its properties or other assets or (B) order, writ, injunction, decree, judgment or stipulation, in each case applicable to Parent or Sub or their respective properties or other assets, and in each case, in any way that would prevent, materially impede or materially delay the consummation by Parent of the Merger (including the payments required to be made pursuant to Article II) or the other transactions contemplated hereby. No material consent, approval, order order, action or authorization of, action by or in respect of, or registration, declaration or filing with, any Governmental Entity Authority is required by or with respect to Parent or Sub in connection with the execution execution, delivery and delivery performance of this Agreement by Parent and Sub or the consummation by Parent and Sub of any of the Merger or the other transactions contemplated by this Agreement, except for (1i) the filing of articles of merger, a premerger notification plan of merger and report form by Parent under the HSR Act and the receiptother appropriate documents, termination or expirationif any, 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 and (2) the filing of the Certificate of Merger with the South Carolina Secretary of State and appropriate documents with the relevant authorities of other states in which Parent is qualified or may be required to be qualified to do business, and (ii) such other consents, approvals, orders, authorizations, registrations, declarations and filings which, if not obtained or made, could not be reasonably expected to prevent or delay in any material respect the consummation of any of the State of Delawaretransactions contemplated by this Agreement or otherwise prevent Parent from performing its obligations under this Agreement.

Authority; Noncontravention. Each of Parent and Sub has all Purchaser have the --------------------------- requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated by enter into this Agreement. The execution and delivery of this Agreement by Parent and Purchaser and the consummation by Parent and Purchaser of the transactions contemplated by this Agreement hereby have been duly authorized by all necessary corporate action on the part Executive Committee of the Board of Directors of Parent and Sub the Board of Directors of Purchaser and have been duly approved by Parent as sole stockholder of Purchaser, and no other corporate proceedings on the part of Parent or Sub Purchaser are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement and the transactions contemplated hereby do not require approval of the holders of any shares of capital stock of Parent. This Agreement has been duly executed and delivered by each of Parent and Sub Purchaser and, assuming the due authorization, execution and delivery by the Company, this Agreement constitutes a legal, valid and binding obligation of Company, constitutes a valid and binding obligation of each of Parent and Sub, as applicablePurchaser, enforceable against Parent and Sub, as applicable, each such party in accordance with its terms, subject to applicable bankruptcy, insolvency, moratoriumfraudulent conveyance, reorganization or reorganization, moratorium and similar laws affecting the creditors' rights of creditors and remedies generally and the availability to general principles of equitable remediesequity. The execution and delivery of this Agreement do not, and the consummation of the Merger and the other transactions contemplated by this Agreement hereby and compliance with the provisions of this Agreement will notnot (i) conflict with any of the provisions of the certificate of incorporation or bylaws of Parent or Purchaser, in each case as amended to the date of this Agreement, (ii) subject to the governmental filings and other matters referred to in Section 4.2(c), 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 material obligation, a right of, or result in, 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 in or upon person under, any of the properties indenture, or other assets of Parent agreement, permit, concession, franchise, license or Sub under (x) the Restated Certificate of Incorporation similar instrument or By-laws of Parent or the Certificate of Incorporation or By-laws of Sub, (y) any Contract undertaking to which Parent or Sub Purchaser is a party or by which Parent or Purchaser or any of their respective properties or other assets is subjectbound or affected, in any way that would prevent, materially impede or materially delay the consummation by Parent of the Merger (including the payments required to be made pursuant to Article II) or the other transactions contemplated hereby or (ziii) subject to the governmental filings and other matters referred to in the following sentenceSection 4.2(c), contravene any (A) statute, law, ordinance, rule or regulation applicable to Parent regulation, or Sub or their respective properties or other assets or (B) any order, writ, judgment, injunction, decree, judgment determination or stipulationaward currently in effect, which, in each the case applicable of clauses (ii) and (iii) above, could reasonably be expected to Parent or Sub or their respective properties or other assetshave, and in each case, in any way that would prevent, materially impede or materially delay the consummation by Parent of the Merger (including the payments required to be made pursuant to Article II) or the other transactions contemplated hereby. No material consent, approval, order or authorization of, action by individually or in respect ofthe aggregate, or registration, declaration or filing with, any Governmental Entity is required by or with respect to Parent or Sub in connection with the execution and delivery of this Agreement by Parent and Sub or the consummation by Parent and Sub of the Merger or the other transactions contemplated by this Agreement, except for (1) the filing of a premerger notification and report form by Parent under 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 and (2) the filing of the Certificate of Merger with the Secretary of State of the State of DelawareMaterial Adverse Effect on Parent.

Authority; Noncontravention. Each of Parent and Merger Sub has all have the --------------------------- requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated by enter into this Agreement. The execution and delivery of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the transactions contemplated by this Agreement hereby have been duly authorized by all necessary corporate action on the part Executive Committee of the Board of Directors of Parent and the Board of Directors of Merger Sub and have been duly approved by Parent as sole stockholder of Merger Sub, and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement and the transactions contemplated hereby do not require approval of the holders of any shares of capital stock of Parent. This Agreement has been duly executed and delivered by each of Parent and Merger Sub and, assuming the due authorization, execution and delivery by the Company, this Agreement constitutes a legal, valid and binding obligation of Company, constitutes a valid and binding obligation of each of Parent and Merger Sub, as applicable, enforceable against Parent and Sub, as applicable, each such party in accordance with its terms, subject to applicable bankruptcy, insolvency, moratoriumfraudulent conveyance, reorganization or reorganization, moratorium and similar laws affecting the creditors' rights of creditors and remedies generally and the availability to general principals of equitable remediesequity. The execution and delivery of this Agreement do not, and the consummation of the Merger and the other transactions contemplated by this Agreement hereby and compliance with the provisions of this Agreement will notnot (i) conflict with any of the provisions of the certificate of incorporation or bylaws of Parent or Merger Sub, in each case as amended to the date of this Agreement, (ii) subject to the governmental filings and other matters referred to in Section 4.2(c), 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 material obligation, a right of, or result in, 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 in or upon person under, any of the properties indenture, or other assets of Parent agreement, permit, concession, franchise, license or Sub under (x) the Restated Certificate of Incorporation similar instrument or By-laws of Parent or the Certificate of Incorporation or By-laws of Sub, (y) any Contract undertaking to which Parent or Merger Sub is a party or by which Parent or Merger Sub or any of their respective properties or other assets is subjectbound or affected, in any way that would prevent, materially impede or materially delay the consummation by Parent of the Merger (including the payments required to be made pursuant to Article II) or the other transactions contemplated hereby or (ziii) subject to the governmental filings and other matters referred to in the following sentenceSection 4.2(c), contravene any (A) statute, law, ordinance, rule or regulation applicable to Parent regulation, or Sub or their respective properties or other assets or (B) any order, writ, judgment, injunction, decree, judgment determination or stipulationaward currently in effect, which, in each the case applicable of clauses (ii) and (iii) above, could reasonably be expected to Parent or Sub or their respective properties or other assetshave, and in each case, in any way that would prevent, materially impede or materially delay the consummation by Parent of the Merger (including the payments required to be made pursuant to Article II) or the other transactions contemplated hereby. No material consent, approval, order or authorization of, action by individually or in respect ofthe aggregate, or registration, declaration or filing with, any Governmental Entity is required by or with respect to Parent or Sub in connection with the execution and delivery of this Agreement by Parent and Sub or the consummation by Parent and Sub of the Merger or the other transactions contemplated by this Agreement, except for (1) the filing of a premerger notification and report form by Parent under 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 and (2) the filing of the Certificate of Merger with the Secretary of State of the State of DelawareMaterial Adverse Effect on Parent.

Authority; Noncontravention. (i) Each of Parent and Merger Sub has all requisite corporate power and authority to execute and deliver enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by Parent and Merger Sub and the consummation of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of Parent and Sub and no other corporate proceedings on the part of Parent or Sub are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement and the transactions contemplated hereby do not require approval of the holders of any shares of capital stock of ParentMerger Sub. This Agreement has been duly executed and delivered by each of Parent and Sub Merger Sub, and, assuming the due authorization, execution and delivery of the Agreement by the Company, the Agreement constitutes a legal, valid and binding obligation of each of Parent and Merger Sub, as applicable, enforceable against each of Parent and Sub, as applicable, Merger Sub in accordance with its terms, terms subject to (A) applicable bankruptcy, insolvency, fraudulent transfer and conveyance, moratorium, reorganization or reorganization, receivership and similar laws relating to or affecting the enforcement of the rights and remedies of creditors generally generally, and the availability (B) principles of equitable remediesequity (regardless of whether considered and applied in a proceeding in equity or at law). 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 with the provisions of this Agreement by each of Parent and Merger Sub 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 ofof termination, or result in, terminationamendment, cancellation or acceleration of any obligation or to the loss of a material benefit under, or result in the creation of any Lien in or upon any of the properties or other assets of Parent or Merger Sub under under, (xA) the Restated Certificate of Incorporation or By-laws of Parent or the Certificate of Incorporation or By-laws of Merger Sub, (yB) any Contract loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise, license or other instrument or obligation applicable to which Parent or Merger Sub is a party or any of their respective properties or other assets is subject, in any way that would prevent, materially impede or materially delay the consummation by Parent of the Merger (including the payments required to be made pursuant to Article II) or the other transactions contemplated hereby or (zC) subject to the governmental filings and other matters referred to in the following sentence, any (A) judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Parent or Merger Sub or their respective properties or assets, other assets or than, in the case of clauses (B) orderand (C), writany such conflicts, injunctionviolations, decreedefaults, judgment obligations, losses, rights, Liens, judgments, orders, decrees, statutes, laws, ordinances, rules or stipulationregulations that, individually or in each case applicable to Parent or Sub or their respective properties or other assetsthe aggregate, and in each case, in any way that would prevent, materially impede or materially delay the consummation by Parent of the Merger (including the payments required to be made pursuant to Article II) or the other transactions contemplated herebynot have a material adverse effect on Parent. No material consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any Governmental Entity is required to be made or obtained by or with respect to Parent or Merger Sub in connection with the execution and delivery of this Agreement by Parent and or Merger Sub or the consummation by Parent and Merger Sub of any of the Merger or the other transactions contemplated by this Agreement, except for (1A) the filing of a premerger notification and report form by Parent and the expiration or termination of the waiting period under 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 and Act; (2B) the filing of the Certificate of Merger with the Secretary of State of the State of DelawareDelaware of the Certificate of Merger and the filing of appropriate documents with the relevant authorities of other states in which Parent is qualified to do business; (C) the filing of the Schedule TO and the other Offer Documents with the SEC; (D) such filings as may be required under the Exchange Act, state securities, or "blue sky" laws and state takeover laws; (E) such filings as may be required under the rules of any securities exchange or automated quotation system on which the Company Common Stock or securities of Parent is then listed or quoted; and (F) such consents, approvals, orders or authorizations the failure of which to be made or obtained, individually or in the aggregate, is not reasonably likely to have a material adverse effect on Parent or Merger Sub.

Authority; Noncontravention. Each of Parent and Sub has all the requisite corporate power and authority to execute and deliver this Agreement and and, subject to receipt of the Parent Shareholder Approval, to consummate the transactions contemplated by this Agreement or the Voting Agreement. The execution and delivery of this Agreement by Parent and Sub and the consummation by Parent and Sub of the transactions contemplated by this Agreement or the Voting Agreement have been duly authorized by all necessary corporate action on the part of Parent and Sub Sub, as applicable, and no other corporate proceedings on the part of Parent or Sub are necessary to authorize approve this Agreement or to consummate the transactions contemplated hereby. This by this Agreement and or the transactions contemplated hereby do not require approval Voting Agreement subject to receipt of the holders of any shares of capital stock of ParentParent Shareholder Approval. This Agreement has been duly executed and delivered by each of Parent and Sub and, assuming the due authorization, execution and delivery by the Company, constitutes a the legal, valid and binding obligation of Parent and Sub, as applicable, enforceable against Parent and Sub, as applicable, Sub in accordance with its terms, subject to bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies. The execution and delivery of this Agreement and the Voting Agreement do not, and the consummation of the Merger and the other transactions contemplated by this Agreement or the Voting Agreement and compliance with the provisions of this Agreement hereof and thereof 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, or both) under, or give rise to a right of, or result in, termination, cancellation cancelation or acceleration of any obligation or to the loss of a material benefit under, or result in the creation of any Lien in or upon any of the properties or other assets of Parent or Sub under under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, any provision of (xA) the Restated Certificate Articles of Incorporation or Bythe by-laws of Parent or the Certificate of Incorporation or Byand by-laws of Sub, (yB) any Contract to which Parent or Sub is a party or any of their respective properties or other assets is subject, in any way that would prevent, materially impede or materially delay the consummation by Parent of the Merger (including the payments required to be made pursuant to Article II) or the other transactions contemplated hereby subject or (zC) subject to the governmental filings and other matters referred to in the following sentence, any (A) judgment, order, writ, injunction, stipulation, decree, statute, law, ordinance, rule or regulation applicable to Parent or Sub any of its Subsidiaries or their respective properties properties, operations or assets, other assets or than, in the case of clauses (B) orderand (C), writany such conflicts, injunctionviolations, decreebreaches, judgment defaults, rights, losses, Liens or stipulation, entitlements that individually or in each case applicable the aggregate would not reasonably be expected to Parent or Sub or their respective properties or other assets, and in each case, in any way that would prevent, materially impede or materially delay the consummation by Parent of the Merger (including the payments required to be made pursuant to Article II) or the other transactions contemplated herebyhave a Material Adverse Effect on Parent. No material 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 Parent or Sub any of its Subsidiaries in connection with the execution and delivery of this Agreement by Parent and Sub or the consummation by Parent and Sub of the Merger or the other transactions contemplated by this Agreement or the Voting Agreement, except for (1) the filing of a premerger notification and report form by Parent under 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 regulation; (2) the filing with the SEC of (x) the Joint Proxy Statement and the Form S-4, and (2y) such reports under Section 13(a), 13(d), 15(d) or 16(a) of the Exchange Act, as may be required in connection with this Agreement, the Voting Agreement and the transactions contemplated by this Agreement or the Voting Agreement; (3) the filing of the Certificate of Merger with the Secretary of State of the State of DelawareDelaware and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business; (4) such filings with, and approvals of, the NYSE to permit the shares of Parent Common Stock that are to be issued in connection with the Merger to be listed on the NYSE; and (5) such other consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to be made or obtained individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect on Parent.

Authority; Noncontravention. Each of Parent and Sub has all the requisite corporate power and authority to execute and deliver this Agreement and Agreement, to consummate the Merger and the other transactions contemplated by this AgreementAgreement and to comply with the provisions of this Agreement (subject, in the case of the Merger, to the adoption of this Agreement by Parent, as the sole stockholder of Sub). The execution and delivery of this Agreement by Parent and Sub, the consummation by Parent and Sub of the Merger and the consummation of the other transactions contemplated by this Agreement and the compliance by Parent and Sub with the provisions of this Agreement have been duly authorized by all necessary corporate action on the part of Parent and Sub Sub, and no other corporate proceedings on the part of Parent or Sub are necessary to authorize this Agreement, to comply with the terms of this Agreement or to consummate the Merger and the other transactions contemplated hereby. This by this Agreement and (subject, in the transactions contemplated hereby do not require approval case of the holders Merger, to the adoption of any shares this Agreement by Parent, as the sole stockholder of capital stock of ParentSub). This Agreement has been duly executed and delivered by each of Parent and Sub Sub, as applicable, and, assuming the due authorization, execution and delivery of this Agreement by the Company, constitutes a legal, valid and binding obligation of Parent and Sub, as applicable, enforceable against Parent and Sub, as applicable, in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvencyinsolvency (including all Laws related to fraudulent transfers), moratoriumreorganization, reorganization moratorium or similar laws Laws affecting the creditors’ rights of creditors generally and subject to the availability effect of equitable remediesgeneral principles of equity. The execution and delivery by Parent and Sub of this Agreement do notAgreement, and the consummation of the Merger and the other transactions contemplated by this Agreement and compliance by Parent and Sub 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, any provision of (i) the certificate of incorporation or give rise to a right of, bylaws (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 similar organizational documents) of Parent or Sub under (x) the Restated Certificate of Incorporation or By-laws of Parent or the Certificate of Incorporation or By-laws of Sub, (yii) any Contract or Permit to or by which Parent or Sub is a party or any of bound or to or by which their respective properties or other assets is subject, in any way that would prevent, materially impede are subject or materially delay the consummation by bound or otherwise under which Parent of the Merger (including the payments required to be made pursuant to Article II) or the other transactions contemplated hereby Sub has rights or benefits or (ziii) subject to the governmental filings and other matters referred to in the following sentence, any (A) statute, law, ordinance, rule or regulation Law applicable to Parent or Sub or their respective properties or other assets or (B) order, writ, injunction, decree, judgment or stipulation, in each case applicable to Parent or Sub or their respective properties or other assets, and in each case, in any way that would prevent, materially impede or materially delay the consummation by Parent assuming receipt of the Merger (including Stockholder Approval and the payments required adoption of this Agreement by Parent, as the sole stockholder of Sub), other than any such conflicts, violations, breaches or defaults that, individually or in the aggregate, would not reasonably be expected to be made pursuant to Article II) or the other transactions contemplated herebyhave a Parent Material Adverse Effect. No material consent, approval, order Consent of or authorization of, action by or in respect offrom, or registration, declaration or filing with, or notice to, any Governmental Entity is required by or with respect to Parent or Sub in connection with the execution and delivery of this Agreement by Parent and Sub or Sub, the consummation by Parent and Sub of the Merger or and the other transactions contemplated by this Agreement or the compliance by Parent and Sub with the provisions of this Agreement, except for (1v) the filing of a premerger notification and report form by Parent and the expiration or termination of the waiting period under the HSR Act and the filings and receipt, termination or expiration, as applicable, of such other approvals or waiting periods required under the HSR Act or any other applicable competition, merger control, antitrust or similar law or regulation Law, (w) the filing by the Company with the SEC of the Proxy Statement and such reports under the Exchange Act as may be required in connection with this Agreement and the Merger and the other transactions contemplated by this Agreement, (2x) the filing of the Certificate of Merger with the Secretary of State of the State of DelawareDelaware and appropriate documents with the relevant authorities of other jurisdictions in which the Company or any of its Subsidiaries is qualified to do business, (y) any filings required under the rules and regulations of the New York Stock Exchange and (z) such other Consents the failure of which to be obtained or made, individually or in the aggregate, would not reasonably be expected to have a Parent Material Adverse Effect.

Authority; Noncontravention. Each of Parent Parent, Acquiror OP and REIT Merger Sub has all requisite corporate or partnership power and authority to execute and deliver enter into this Agreement and to consummate the transactions contemplated by this Agreementhereby. The execution and delivery of this Agreement by Parent, Acquiror OP and REIT Merger Sub and the consummation by Parent, Acquiror OP and REIT Merger Sub of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or partnership action on the part of Parent Parent, Acquiror OP and Sub and no other corporate proceedings on the part of Parent or Sub are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement and the transactions contemplated hereby do not require approval of the holders of any shares of capital stock of ParentREIT Merger Sub, as applicable. This Agreement has been duly executed and delivered by each of Parent Parent, Acquiror OP and Sub REIT Merger Sub, and, assuming the due authorization, execution and delivery hereof by the CompanyCompany and Target OP, constitutes a legal, the valid and binding obligation obligations of Parent Parent, Acquiror OP and REIT Merger Sub, as applicablerespectively, enforceable against Parent Parent, Acquiror OP and REIT Merger Sub, as applicablerespectively, in accordance with its their terms, except that such enforceability may be subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium, reorganization fraudulent conveyance or other similar laws now or hereafter in effect affecting the creditors' rights of creditors and remedies generally and the availability (ii) general principles of equitable remediesequity, whether considered in a proceeding of law or in equity. The execution and delivery of this Agreement do does not, and the consummation of the Merger and the other transactions contemplated by this Agreement hereby and compliance with the provisions of this Agreement will not, conflict with, or result in any violation violation, forfeiture or breach termination of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result inof forfeiture, termination, cancellation or acceleration (with or without notice or lapse of time, or both) of any material obligation or to the loss of a benefit material benefit, under, or result in the creation or imposition of any Lien in or upon any of the properties or other assets of Parent Parent, Acquiror OP or REIT Merger Sub under under, (xi) the Restated Certificate certificate of Incorporation incorporation or Byby-laws of Parent Parent, (ii) the certificate of incorporation or the Certificate of Incorporation or Byby-laws of REIT Merger Sub, (yiii) the certificate of limited partnership or the agreement of limited partnership of Acquiror OP; (iv) any Contract loan or credit agreement, note, bond, mortgage, indenture, lease, vendor agreement, capital lease, software agreement, permit, concession, franchise, license or other agreement or instrument or similar authorization applicable to which Parent or REIT Merger Sub is a party or any of their respective properties or other assets is subject, in any way that would prevent, materially impede or materially delay the consummation by Parent of the Merger (including the payments required to be made pursuant to Article II) or the other transactions contemplated hereby or (zv) subject to the governmental filings and other matters referred to in the following sentence, any (A) judgment, order, decree, writ, statute, law, ordinance, rule or regulation applicable to Parent or Sub REIT Merger Sub, other than, in the case of clauses (iv) and (v), any such conflicts, violations, defaults, rights, losses or their respective properties Liens that individually or other assets in the aggregate would not (x) have a Material Adverse Effect on Parent or (By) order, writ, injunction, decree, judgment or stipulation, in each case applicable reasonably be expected to Parent or Sub or their respective properties or other assets, and in each case, in any way that would prevent, materially impede impair or materially delay the consummation by Parent ability of the Parent, Acquiror OP or REIT Merger (including the payments required Sub to be made pursuant to Article II) or the other transactions contemplated herebyperform their respective obligations under this Agreement. No material consent, approval, order or authorization of, action by by, or in respect of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to Parent Parent, Acquiror OP or REIT Merger Sub in connection with the execution and delivery of this Agreement by Parent Parent, Acquiror OP and REIT Merger Sub or the consummation by Parent Parent, Acquiror OP and REIT Merger Sub of the Merger or the other transactions contemplated by this Agreement, except for (1) the filing filings with the SEC of a premerger notification and report form by Parent such reports under the HSR Exchange Act as may be required in connection with the REIT Merger, the OP Merger, this Agreement 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 and transactions contemplated by this Agreement; (2) the filing of the Articles of REIT Merger and Certificate of OP Merger with the Secretary of the State of the State of DelawareTennessee and the filing of the Certificate of REIT Merger; (3) such filings with Governmental Entities to satisfy the applicable requirements of the laws of states in which Parent and its subsidiaries are qualified or licensed to do business; and (4) any such consents, approvals, orders, authorizations, actions, registrations, declarations or filings that, individually or in the aggregate, would not (x) have a Material Adverse Effect on the Parent, or (y) reasonably be expected to impair or materially delay the ability of the Parent, Acquiror OP and REIT Merger Sub to perform their obligations under this Agreement.

Authority; Noncontravention. Each of Parent and Sub has have all requisite corporate power and authority to execute enter into this Agreement and deliver this the Stock Option Agreement and to consummate the transactions contemplated by this Agreementhereby and thereby. The execution and delivery of this Agreement and the Stock Option Agreement by Parent and Sub and the consummation by Parent and Sub of the transactions contemplated by this Agreement hereby and thereby have been duly authorized by all necessary corporate action on the part of Parent and Sub and no other corporate proceedings on the part of Parent or Sub are necessary to authorize this Agreement or to consummate the transactions contemplated herebySub. This Agreement and the transactions contemplated hereby do not require approval of the holders of any shares of capital stock of Parent. This Stock Option Agreement has have been duly executed and delivered by each of Parent and Sub and, and (assuming the due authorization, execution and delivery by the Company, constitutes a legal, ) constitute valid and binding obligation obligations of Parent and Sub, as applicable, enforceable against Parent and Sub, as applicable, them in accordance with its their terms, subject to the effects of bankruptcy, insolvency, moratoriumfraudulent conveyance, reorganization or reorganization, moratorium and other similar laws affecting the creditors' rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of creditors generally good faith and the availability of equitable remediesfair dealing. The execution and delivery of this Agreement and the Stock Option Agreement do not, and the consummation by Parent and Sub of the Merger and the other transactions contemplated by this Agreement and compliance by Sub with the provisions of this Agreement and the Stock Option 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, or result in, 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 in or upon any of the properties or other assets of Parent Parent, Sub or Sub under any of Parent's other subsidiaries under, (xi) the Restated Certificate certificate of Incorporation incorporation or Byby-laws of Parent Parent, Sub or the Certificate of Incorporation such other subsidiary, (ii) any loan or By-laws of credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Parent, Sub, (y) any Contract to which Parent or Sub is a party such other subsidiaries or any of their respective properties or other assets is subject, in any way that would prevent, materially impede or materially delay the consummation by Parent of the Merger (including the payments required to be made pursuant to Article II) or the other transactions contemplated hereby or (ziii) subject to the governmental filings and other matters referred to in the following sentence, any (A) judgment, order, decree, statute, law, ordinance, rule rule, regulation or regulation arbitration award applicable to Parent or Parent, Sub any of Parent's other subsidiaries or their respective properties or assets, other assets or (B) order, writ, injunction, decree, judgment or stipulationthan, in each the case applicable of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or Liens that individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect with respect to Parent or Sub or their respective properties or other assets, and in each case, in any way that would prevent, materially impede prevent or materially delay the consummation by ability of Parent of and Sub to consummate the Merger (including the payments required to be made pursuant to Article II) or the other transactions contemplated herebyby this Agreement and the Stock Option Agreement or perform their respective obligations hereunder or thereunder. No material consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, or notice to, any Governmental Entity is required by or with respect to Parent or Sub in connection with the execution and delivery of this Agreement or the Stock Option Agreement by Parent and Sub or the consummation by Parent and Sub of any of the Merger or the other transactions contemplated by this Agreementhereby or thereby, except for (1i) the filing of a premerger notification and report form by Parent under the HSR Act and the receipt, termination or expiration, filing of such applications by Parent and Sub as applicable, of approvals or waiting periods may be required under the HSR Act or any other applicable competition, merger control, pursuant to antitrust or similar law laws or regulation regulations in effect in Germany, France, Japan, the United Kingdom or any political subdivision thereof, (ii) the filing with the SEC, the NYSE and the Pacific Stock Exchange of (A) the Form S-4 and (2B) such reports under the Exchange Act as may be required in connection with this Agreement, the Stock Option Agreement and the transactions contemplated hereby and thereby, (iii) the filing of the Certificate of Merger with the Secretary of State of the State of DelawareDelaware and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business, (iv) such other consents, approvals, orders, authorizations, registrations, declarations, filings or notices as may be required under the "takeover" or "blue sky" laws of various states and (v) 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 Merger or the other transactions contemplated hereby or performance of Parent's and Sub's obligations hereunder and under the Stock Option Agreement or (y) have a Material Adverse Effect with respect to Parent.

Authority; Noncontravention. Each The Parent has, and as of Parent and the Closing -------------------------- Date Sub has all will have the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated by this Agreement. The execution execution, delivery and delivery performance of this Agreement by the Company and the consummation by each of the Parent and Sub of the transactions contemplated by this Agreement have been been, or as of the Closing Date will be, duly authorized by all necessary corporate action on the part of each of the Parent and Sub and no other corporate proceedings on the part of each of the Parent and Sub is, or Sub are will be, necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement and the transactions contemplated hereby do not require approval has been, or as of the holders of any shares of capital stock of Parent. This Agreement has been Closing Date will be, duly executed and delivered by each of the Parent and Sub and, assuming the due authorization, execution and delivery by the Company, constitutes a legal, or will constitute valid and binding obligation obligations of Parent and Sub, as applicable, enforceable against the Parent and Sub, as applicable, Sub in accordance with its terms, subject to bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies. 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 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, or result in, of termination, cancellation or acceleration of any obligation or to the loss of a material benefit or require any consent, approval or authorization under, or result in the creation of any Lien Liens in or upon any of the properties or other assets of the Parent or Sub under under, any provision of (xa) the Restated Certificate of Incorporation or By-laws of Parent or the Certificate of Incorporation or By-laws Bylaws of Subthe Parent or the certificates of incorporation or bylaws (or similar organizational documents) of any of its subsidiaries, (yb) any Contract loan or credit agreement, bond, debenture, note, mortgage, indenture, lease or other material contract, commitment, agreement, arrangement, obligation, undertaking, instrument, permit, concession, franchise or license applicable to which Parent or Sub is a party or any of their respective its properties or other assets is subject, in any way that would prevent, materially impede or materially delay the consummation by Parent of the Merger (including the payments required to be made pursuant to Article II) or the other transactions contemplated hereby or (zc) subject to the governmental filings and other matters referred to in the following sentence, any (A) statute, law, ordinance, rule or regulation or judgment, order or decree, in each case, applicable to Parent or Sub or their respective its properties or assets, other assets or (B) order, writ, injunction, decree, judgment or stipulationthan, in each the case applicable to Parent of clauses (b) and (c), any such conflicts, violations, defaults, rights, or Sub or their respective properties Liens or other assets, and occurrences that individually or in each case, in any way that the aggregate would prevent, materially impede or materially delay the consummation by Parent of the Merger (including the payments required to be made pursuant to Article II) or the other transactions contemplated herebynot have a Material Adverse Effect on Parent. No material 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 the Parent or Sub in connection with the execution and delivery of this Agreement by Parent and or Sub or the consummation by Parent and or Sub of the Merger or the other transactions contemplated by this Agreement, except for (1a) the filing receipt of a premerger notification and report form by Parent under valid exemption from the HSR Act and registration requirements of the receiptSecurities Act, 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 and (2b) the filing of the Certificate Agreement of Merger with the California Secretary of State and appropriate documents with the relevant authorities of other states in which Parent is qualified to do business and (c) such other consents, approvals, orders, authorizations, registrations, declarations and filings the State failure of Delawarewhich to be obtained or made individually or in the aggregate would not have a Material Adverse Effect on the Parent or impair the ability of Parent or Sub to perform their obligations under this Agreement.

Authority; Noncontravention. Each of Parent and Sub Party has all requisite limited liability company or corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by each Parent Party and the consummation by each Parent Party of the transactions contemplated by this Agreement have been duly authorized by all necessary limited liability company or corporate action on the part of such Parent and Sub Party and no other limited liability company or corporate proceedings on the part of such Parent or Sub Party are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement and the transactions contemplated hereby do not require approval of the holders of any shares of capital stock member interests of Parent. This Agreement has been duly executed and delivered by each of Parent and Sub Party and, assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of such Parent and SubParty, as applicable, enforceable against such Parent and SubParty, as applicable, in accordance with its terms, subject to bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies. 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 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, 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 any Parent or Sub Party under (x) the Restated Certificate of Incorporation Formation or By-laws Limited Liability Company Agreement of Parent or the Certificate of Incorporation or By-laws Bylaws of SubSub or any Guarantor, (y) any Contract to which any Parent or Sub Party is a party or any of their respective properties or other assets is subject, in any way that would prevent, materially impede or materially delay prevent the consummation by Parent or Sub of the Merger (including the payments required to be made pursuant to Article II) or the other transactions contemplated hereby or (z) subject to the governmental filings and other matters referred to in the following sentence, any (A) statute, law, ordinance, rule or regulation applicable to Parent or Sub or their respective properties or other assets or (B) order, writ, injunction, decree, judgment or stipulation, in each case applicable to such Parent or Sub Party or their respective properties or other assets, and in each case, in any way that would prevent, materially impede or materially delay prevent the consummation by Parent or Sub of the Merger (including the payments required to be made pursuant to Article II) or the other transactions contemplated herebyMerger. No material 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 any Parent or Sub Party in connection with the execution and delivery of this Agreement by such Parent and Sub Party or the consummation by Parent and Sub of the Merger or the other transactions contemplated by this Agreement, except for (1) the filing of a premerger notification and report form by Parent or the Guarantors under 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 and (2) the filing of the Certificate Articles of Merger with the Secretary of State Corporation Commission of the State of DelawareArizona.

Authority; Noncontravention. Each of Parent NTL and Sub each has all requisite corporate power and authority to execute and deliver enter into this Agreement and and, subject to the NTL Stockholder Approval (as defined in Section 3.2(l)), to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by each of NTL and Sub and the consummation by each of NTL and Sub of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of Parent NTL and Sub and no other corporate proceedings on Sub, subject, in the part case of Parent or Sub are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement Amalgamation and the transactions contemplated hereby do not require approval issuance of NTL Common Stock in connection with the holders of any shares of capital stock of ParentAmalgamation, to the NTL Stockholder Approval. This Agreement has been duly executed and delivered by each of Parent NTL and Sub and, assuming the due authorization, execution and delivery by the CompanyPartners, constitutes a the legal, valid and binding obligation obligations of Parent each of NTL and Sub, as applicable, enforceable against Parent each of NTL and Sub, as applicable, Sub in accordance with its terms, subject to bankruptcy, insolvency, moratorium, reorganization or except as such enforceability may be limited by applicable bankruptcy and similar laws affecting or by general principles of equity (whether considered in a proceeding in equity or at law). Except as set forth in Section 3.2(d) of the rights of creditors generally and NTL Disclosure Schedule, the availability of equitable remedies. 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 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, or result in, of 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 Parent NTL or Sub under any of its subsidiaries (xincluding Sub) under, (i) the Restated Certificate certificate of Incorporation incorporation or Byby-laws of Parent NTL or the Certificate comparable organizational documents of Incorporation or By-laws any of its subsidiaries (including Sub), (yii) any Contract loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise, license or similar authorization applicable to which Parent or Sub is a party NTL or any of its subsidiaries (including Sub) or their respective properties or other assets is subject, in any way that would prevent, materially impede or materially delay the consummation by Parent of the Merger (including the payments required to be made pursuant to Article II) or the other transactions contemplated hereby or (ziii) subject to the governmental filings and other matters referred to in the following sentence, any (A) judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Parent NTL or Sub any of its subsidiaries (including Sub) or their respective properties or assets, other assets than, in the case of clauses (ii) and (iii), any such conflicts, violations, defaults, rights, losses or Liens that individually or in the aggregate would not (x) have a material adverse effect on NTL or (By) order, writ, injunction, decree, judgment or stipulation, in each case applicable reasonably be expected to Parent or Sub or their respective properties or other assets, and in each case, in any way that would prevent, materially impede or materially delay impair the consummation by Parent ability of the Merger (including the payments required NTL to be made pursuant to Article II) or the other transactions contemplated herebyperform its obligations under this Agreement. No material consent, approval, order or authorization of, action by by, or in respect of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to Parent NTL or Sub any of its subsidiaries (including Sub) in connection with the execution and delivery of this Agreement by Parent and each of NTL or Sub or the consummation by Parent NTL and Sub of the Merger or the other transactions contemplated by this Agreement, except for (1) the filing with the SEC of a premerger notification (A) the Joint Proxy Statement relating to the NTL Stockholders Meeting, (B) the Form S-4 and report form by Parent (C) such reports under Section 13(a), 13(d), 15(d) or 16(a) of the HSR Exchange Act as may be required in connection with this Agreement 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 and transactions contemplated by this Agreement; (2) the filing consent of the Certificate of Merger Minister in connection with the Secretary of State Amalgamation and the registration of the State Amalgamated Company with the Registrar of DelawareCompanies in Bermuda in accordance with the Companies Act; (3) 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 NASDAQ to permit the shares of NTL Capital Stock that are to be issued in the Amalgamation and under the Partners Stock Plans to be approved for quotation on the NASDAQ; (5) the receipt of the Required British Approvals; and (6) such consents, 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 NTL or (y) reasonably be expected to impair the ability of NTL to perform its obligations under this Agreement.

Authority; Noncontravention. Each of Parent and Sub has have all requisite --------------------------- corporate power and authority to execute and deliver enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by Parent and Sub and the consummation by Parent and Sub of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of Parent and Sub and no other corporate proceedings on the part of Parent or Sub are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement and the transactions contemplated hereby do not require approval of the holders of any shares of capital stock of ParentSub. This Agreement has been duly executed and delivered by each of Parent and Sub and, assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of Parent and Sub, as applicableeach such party, enforceable against Parent and Sub, as applicable, each such party in accordance with its terms, subject to terms (except as enforcement hereof may be limited by (i) bankruptcy, insolvency, moratoriumreorganization, reorganization or moratorium and similar laws laws, both state and federal, affecting the enforcement of creditors' rights of creditors generally and the availability of equitable remedies. 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 with the provisions of this Agreement will not, conflict with, or result remedies in any violation general as from time to time in effect or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right 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 Parent or Sub under (xii) the Restated Certificate exercise by courts of Incorporation or By-laws of Parent or the Certificate of Incorporation or By-laws of Sub, (y) any Contract to which Parent or Sub is a party or any of their respective properties or other assets is subject, in any way that would prevent, materially impede or materially delay the consummation by Parent of the Merger (including the payments required to be made pursuant to Article II) or the other transactions contemplated hereby or (z) subject to the governmental filings and other matters referred to in the following sentence, any (A) statute, law, ordinance, rule or regulation applicable to Parent or Sub or their respective properties or other assets or (B) order, writ, injunction, decree, judgment or stipulation, in each case applicable to Parent or Sub or their respective properties or other assets, and in each case, in any way that would prevent, materially impede or materially delay the consummation by Parent of the Merger (including the payments required to be made pursuant to Article II) or the other transactions contemplated herebyequity powers). No material 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 Parent or Sub in connection with the execution and delivery of this Agreement by Parent and Sub or the consummation by Parent and Sub or Sub, as the case may be, of any of the Merger or the other transactions contemplated by this Agreement, except for (1) the filing of a premerger pre-merger notification and report form by Parent under the HSR Act, (2) the filing with the SEC of (A) the Offer Documents and (B) such reports under Sections 13(a), 13(d) and 16(a) of the Exchange Act as may be required in connection with this Agreement and the receipttransactions contemplated by this Agreement, 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 and (23) the filing of the Certificate of Merger with the Delaware Secretary of State and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business and (4) such other consents, approvals, orders, authorizations, registrations, declarations and filings as would not individually or in the aggregate (A) have a material adverse effect on Parent, (B) impair the ability of Parent and Sub to perform their respective obligations under this Agreement or (C) prevent the consummation of any of the State of Delawaretransactions contemplated by this Agreement.

Authority; Noncontravention. Each of Parent and Sub The Company has all requisite corporate power and authority to execute and deliver enter into this Agreement and and, subject to 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 hereby have been duly authorized by all necessary corporate action on the part of Parent and Sub and no other corporate proceedings on the part of Parent or Sub are necessary to authorize this Agreement or to consummate Company, subject, in the transactions contemplated hereby. This Agreement and the transactions contemplated hereby do not require approval case of the holders of any shares of capital stock of ParentMerger, to the Company Stockholder Approval. This Agreement has been duly executed and delivered by each of Parent and Sub the Company and, assuming the due authorization, execution and delivery by the CompanyParent and Merger Sub, constitutes a the legal, valid and binding obligation of Parent and Sub, as applicablethe Company, enforceable against Parent and Sub, as applicable, the Company in accordance with its terms, subject to except as the enforcement thereof may be limited by applicable bankruptcy, insolvency, moratoriumreorganization, reorganization moratorium or similar laws Laws generally affecting the rights of creditors generally and the availability of equitable remediessubject to general equity principles. The execution and delivery of this Agreement do does not, and the consummation of the Merger and the other transactions contemplated by this Agreement and compliance with the provisions of this Agreement will not, (i) conflict withwith the certificate of incorporation or by-laws (or comparable organizational documents) of any of the Company Entities, or (ii) assuming that all the consents, approvals and filings referred to in the next sentence are duly obtained and/or made, (A) result in any breach, violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, of termination, cancellation or creation or acceleration of any obligation or to the right of a third party or loss of a benefit under, or result in the creation of any Lien in or upon any of the properties or other assets of Parent or Sub under (x) the Restated Certificate of Incorporation or By-laws of Parent or the Certificate of Incorporation or By-laws of Sub, (y) any Contract to which Parent or Sub is a party or any of their respective properties the Company Entities under, any loan or credit agreement, note, bond, mortgage, indenture, lease or other assets is subjectagreement, in instrument, permit, concession, franchise, license or other authorization applicable to any way that would prevent, materially impede or materially delay the consummation by Parent of the Merger (including the payments required to be made pursuant to Article II) or the other transactions contemplated hereby or (z) subject to the governmental filings and other matters referred to in the following sentence, any (A) statute, law, ordinance, rule or regulation applicable to Parent or Sub Company Entities or their respective properties or other assets are bound or (B) conflict with or violate any judgment, order, writ, injunction, decree, judgment decree or stipulation, in each case Law applicable to Parent or Sub any of the Company Entities or their respective properties or other assets, and in each caseother than, in the case of clause (ii)(A) and (B) and (iii) any way that such conflicts, breaches, violations, defaults, rights, losses or Liens that, individually or in the aggregate, would prevent, materially impede not reasonably be expected to have or materially delay result in a material adverse effect on the consummation by Parent of the Merger (including the payments required to be made pursuant to Article II) or the other transactions contemplated herebyCompany. No material consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any federal, state or local or foreign government, any court, administrative, regulatory or other governmental agency, commission or authority or any non-governmental United States or foreign self-regulatory agency, commission or authority or any arbitral tribunal (each, a “Governmental Entity Entity”) or any third party is required by or with respect to Parent or Sub the Company in connection with the execution and delivery of this Agreement by Parent and Sub the Company or the consummation by Parent and Sub the Company of the Merger or the other transactions contemplated by this Agreementhereby, except for for: (1i) the filing with the Securities and Exchange Commission (the “SEC”) of (A) a premerger notification proxy statement/prospectus relating to the Company Stockholders Meeting (such proxy statement/prospectus, together with the proxy statement relating to the Parent Stockholders Meeting, as amended or supplemented from time to time, the “Joint Proxy Statement”) and report form by Parent (B) such reports under Section 13(a), 13(d), 15(d) or 16(a) or such other applicable sections of the HSR Securities Exchange Act of 1934, as amended (the “Exchange Act”), as may be required in connection with this Agreement 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 and transactions contemplated hereby; (2ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware; (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”); (iv) notifications to the NYSE; (v) such governmental consents, qualifications or filings as are customarily obtained or made in connection with the transfer of interests or the change of control of ownership in properties used for the mining, processing or shipping of coal or iron ore, including notices and consents relating to or in connection with mining, reclamation and environmental Permits, in each case under the applicable Laws of Alabama, Michigan, Kentucky, Virginia, Minnesota, West Virginia, Pennsylvania, United States, Australia, and Canada, and (vi) such consents, approvals, orders or authorizations the failure of which to be made or obtained, individually or in the aggregate, would not reasonably be expected to have or result in a material adverse effect on the Company.

Authority; Noncontravention. Each of Parent and Sub has all requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated by this AgreementTransactions. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement Transactions, have been duly authorized by all necessary corporate action on the part of Parent and Sub Sub, and no other corporate proceedings (including any shareholder action) on the part of Parent or Sub are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement and the transactions contemplated hereby do not require approval of the holders of any shares of capital stock of ParentTransactions. This Agreement has been duly executed and delivered by each of Parent and Sub and, assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of Parent and Sub, as applicable, enforceable against Parent and Sub, as applicable, Sub in accordance with its terms, subject subject, as to enforceability, to bankruptcy, insolvency, moratorium, reorganization insolvency and other Laws of general applicability relating to or similar laws affecting the creditors’ rights of creditors generally and the availability of equitable remediesto general equity principles. The execution and delivery of this Agreement do not, and the consummation of the Merger and the other transactions contemplated by this Agreement Transactions, and compliance 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, or result in, 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 in or upon any of the properties or other assets of Parent or Sub under under, any provision of (xA) the Restated Certificate certificate of Incorporation incorporation or By-laws bylaws of Parent or the Certificate articles of Incorporation organization or By-laws bylaws of SubSub or (B) subject to the filings and other matters involving Governmental Entities referred to in the immediately following sentence, (yi) any Contract to which Parent or Sub or any of their respective Subsidiaries is a party or by which any of their respective properties or other assets are bound and that is subjectmaterial for Parent, in any way that would preventSub and their Subsidiaries taken as a whole, materially impede or materially delay the consummation by Parent of the Merger (including the payments required to be made pursuant to Article II) or the other transactions contemplated hereby or (zii) subject to the governmental filings and other matters referred to in the following sentence, any (A) statute, law, ordinance, rule Law or regulation applicable to Parent Judgment or Sub or their respective properties or other assets or (B) order, writ, injunction, decree, judgment or stipulationrelated settlement, in each case applicable to Parent or Sub or any of their respective Subsidiaries or any of their respective properties or other assets, and in each casethat is material for Parent, in any way that would prevent, materially impede or materially delay the consummation by Parent of the Merger (including the payments required to be made pursuant to Article II) or the other transactions contemplated herebySub and their Subsidiaries taken as a whole. No material consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, or notice to, any Governmental Entity is required to be obtained or made by or with respect to Parent or Sub or any of their respective Subsidiaries in connection with the execution and delivery of this Agreement by Parent and Sub or the consummation by Parent and Sub of the Merger or the other transactions contemplated by this AgreementTransactions, except for (1I) the filing of a premerger notification and report form by Parent and Sub under 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 the HSR Act or any other applicable competitionMerger Control Law, merger control, antitrust or similar law or regulation and (2II) the filing of the Certificate Articles of Merger Share Exchange with the Secretary of State the Commonwealth of Massachusetts and (III) such other consents, approvals, orders, authorizations, registrations, declarations, filings and notices, the State failure of Delawarewhich to be obtained or made would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect.

Authority; Noncontravention. Each of Parent and Sub has all requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of Parent and Sub and no other corporate proceedings on the part of Parent or Sub are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, except for the approval by Parent as the sole shareholder of Sub, which approval by written consent will be delivered promptly following the execution of this Agreement. This Agreement and the transactions contemplated hereby do not require approval of the holders of any shares of capital stock of Parent. This Agreement has been duly executed and delivered by each of Parent and Sub and, assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of Parent and Sub, as applicable, enforceable against Parent and Sub, as applicable, in accordance with its terms, subject to bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies. The execution and delivery of this Agreement do not, and the consummation of the Offer, the Merger and the other transactions contemplated by this Agreement and compliance by Parent and Sub 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, 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 Parent or Sub under (x) the Restated Certificate of Incorporation or By-laws Bylaws of Parent or the Certificate Articles of Incorporation or By-laws Bylaws of Sub, (y) any Contract to which Parent or Sub is a party or any of their respective properties or other assets is subject, in any way that would prevent, materially impede or materially delay the consummation by Parent of the Offer, the Merger (including the payments required to be made pursuant to Article IIIII) or the other transactions contemplated hereby or (z) subject to the governmental filings and other matters referred to in the following sentence, any (A) statute, law, ordinance, rule or regulation applicable to Parent or Sub or their respective properties or other assets or (B) order, writ, injunction, decree, judgment or stipulation, in each case applicable to Parent or Sub or their respective properties or other assets, and in each case, in any way that would prevent, materially impede or materially delay the consummation by Parent of the Offer, the Merger (including the payments required to be made pursuant to Article IIIII) or the other transactions contemplated hereby. No material 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 Parent or Sub in connection with the execution and delivery of this Agreement by Parent and Sub or the consummation by Parent and Sub 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 Parent under 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 and regulation, (2) the filing with the SEC of the Offer Documents, (3) the filing of the Certificate of Merger with the Secretary of State of the State of DelawareMinnesota, (4) any filings required under the 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 Agreement and (6) such other consents, approvals, orders, authorizations, actions, registrations, declarations and filings the failure of which to be obtained or made would not prevent, materially impede or materially delay the consummation by Parent of the Offer, the Merger (including the payments required to be made pursuant to Article III) or the other transactions contemplated hereby.

Authority; Noncontravention. Each of Parent and Sub has all requisite corporate power and authority to execute and deliver this Agreement Agreement, to perform its obligations hereunder and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by Parent and Sub and the consummation by Parent and Sub of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of Parent and Sub Sub, including approval by Parent as the sole stockholder of Sub, and no other corporate proceedings on the part of Parent or Sub are necessary to authorize this Agreement or to consummate the Merger and the other transactions contemplated herebyby this Agreement. This Agreement and the transactions contemplated hereby by this Agreement do not require approval of the holders of any shares of capital stock of Parent. This Agreement has been duly executed and delivered by each of Parent and Sub and, assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of Parent and Sub, as applicable, enforceable against Parent and Sub, as applicable, in accordance with its terms, subject to bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies. The execution and delivery of this Agreement by Parent and Sub do not, and the consummation by Parent and Sub of the Merger and the other transactions contemplated by this Agreement and compliance by Parent and Sub 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, 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 Parent or Sub or any of their respective Subsidiaries under (xi) the Restated Certificate respective certificates of Incorporation or Byincorporation and by-laws of Parent and Sub or the Certificate comparable organizational documents of Incorporation or By-laws any of Subtheir respective Subsidiaries, (yii) any Contract to which Parent or Sub or any of their respective Subsidiaries is a party or any of their respective properties or other assets is subject, in any way that would prevent, materially impede or materially delay the consummation by Parent of the Merger subject (including the payments required to be made pursuant to Article IIany credit facilities or agreements and any other indebtedness arrangements) or the other transactions contemplated hereby or (ziii) subject to the governmental filings and other matters referred to in the following sentence, any (A) statute, law, ordinance, rule or regulation Legal Provision applicable to Parent or Sub or any of their respective properties or other assets or (B) order, writ, injunction, decree, judgment or stipulation, in each case applicable to Parent or Sub Subsidiaries or their respective properties or other assets, and in each caseother than, in the case of Sections 3.02(b)(ii) and 3.02(b)(iii), any way such conflicts, violations, breaches, defaults, rights of termination, cancellation or acceleration, losses or Liens that individually or in the aggregate have not had and would preventnot reasonably be expected to (A) have a Parent Material Adverse Effect, materially impede (B) impair in any material respect the ability of Parent or Sub to perform its respective obligations under this Agreement or (C) prevent or materially impede, interfere with, hinder or delay the consummation by Parent of the Merger (including the payments required to be made pursuant to Article II) or the other transactions contemplated herebyby this Agreement. No material 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 Parent or Sub or any of their respective Subsidiaries in connection with the execution and delivery of this Agreement by Parent and Sub or the consummation by Parent and Sub of the Merger or the other transactions contemplated by this Agreement, except for (1) the filing of a premerger notification and report form by Parent under the HSR Act and the expiration or termination of the waiting period required thereunder, 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 and Law, (2) the filing with the SEC of such reports under the Exchange Act as may be required in connection with this Agreement and 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 Delaware, (4) any filings with and approvals of the NYSE, (5) the filings and notices required to be delivered to the FTC and/or the DOJ in connection with the Decision & Order issued April 19, 2006, in connection with the action In the Matter of Valassis Communications, Inc., before the Federal Trade Commission (Docket No. C-4160) 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 does not and would not reasonably be expected to (I) have a Parent Material Adverse Effect, (II) impair in any material respect the ability of Parent or Sub to perform its respective obligations under this Agreement or (III) prevent or materially impede, interfere with, hinder or delay the consummation of the transaction contemplated by this Agreement.

Authority; Noncontravention. Each of Parent and Sub has have all requisite corporate power and authority to execute and deliver enter into this Agreement and and, subject to the Parent Stockholder Approval, to consummate the transactions contemplated by this Agreement. The Board of Directors of Parent has unanimously approved and declared advisable this Agreement and the transactions contemplated by this Agreement, and has resolved to recommend to Parent's stockholders that they give the Parent Stockholder Approval. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement Agreement, in each case by Parent or by Parent and Sub, as the case may be, have been duly authorized by all necessary corporate action on the part of Parent and Sub and no other corporate proceedings on Sub, subject to the part of Parent or Sub are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement and the transactions contemplated hereby do not require approval of the holders of any shares of capital stock of ParentStockholder Approval. This Agreement has been duly executed and delivered by each of Parent and Sub Sub, respectively, and, assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of Parent and Sub, as applicablerespectively, enforceable against Parent and Sub, as applicable, each such party in accordance with its terms, terms (subject to bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies). 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 with the provisions of this Agreement will not, 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, or result in, termination, cancellation of termination or acceleration of any obligation or to the loss of a benefit any material rights under, or result in the creation of any Lien in or upon any of the properties or other assets of Parent, Sub or any other Parent or Sub under Subsidiary under, (xi) the Restated Certificate of Incorporation or and By-laws of Parent or Parent, the Certificate Articles of Incorporation or By-laws and Code of Regulations of Sub, or the comparable organizational documents of any Parent Subsidiary, (yii) any Contract applicable to which Parent or Parent, Sub is a party or any of other Parent Subsidiary or their respective properties or other assets is subject, in any way that would prevent, materially impede or materially delay the consummation by Parent of the Merger (including the payments required to be made pursuant to Article II) or the other transactions contemplated hereby or (ziii) subject to the governmental filings and the obtaining of the Parent Stockholder Approval and other matters referred to in the following sentence, any (A) judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Parent, Sub or any other Parent or Sub Subsidiary or their respective properties or assets, other assets or (B) order, writ, injunction, decree, judgment or stipulationthan, in each the case applicable to of clauses (ii) and (iii), any such conflicts, violations, defaults, rights or Liens that individually or in the aggregate would not have a Parent or Sub or their respective properties or other assets, and in each case, in any way that would prevent, materially impede or materially delay the consummation by Parent of the Merger (including the payments required to be made pursuant to Article II) or the other transactions contemplated herebyMaterial Adverse Effect. No material consent, approval, order or authorization of, action by or in respect of, or registration, declaration registration or filing with, any Governmental Entity is required by or with respect to Parent, Sub or any other Parent or Sub Subsidiary in connection with the execution and delivery of this Agreement by Parent and Sub or Sub, as the case may be, or the consummation by Parent and Sub or Sub, as the case may be, of the Merger or the other transactions contemplated by this Agreement, except for (1i) the filing of a premerger notification and report form by Parent under the HSR Act Act, (ii) the filing with the SEC of (A) the Form S-4, (B) the Joint Proxy Statement and (C) such reports under Section 12 or 13(a) of the Exchange Act, as may be required in connection with this Agreement and the receipttransactions contemplated by this Agreement, 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 and (2iii) the filing of the Certificate of Merger with the Ohio Secretary of State and appropriate documents with the relevant authorities of other states in which Parent is qualified to do business and such filings with Governmental Entities to satisfy the applicable requirements of state securities or "blue sky" laws, (iv) such filings with and approvals of the State NYSE to permit the shares of DelawareParent Common Stock that are to be issued in the Merger to be listed on the NYSE, (v) those that may be required solely by reason of the Company's (as opposed to any other third party's) participation in the Merger and the other transactions contemplated by this Agreement and (vi) such other consents, approvals, orders, authorizations, registrations, declarations and filings, including under applicable Environmental Laws, (x) as may be required under the laws of any foreign country in which Parent or any Parent Subsidiary conducts any business or owns any property or assets or (y) that, if not obtained or made, would not, individually or in the aggregate, have a Parent Material Adverse Effect.

Authority; Noncontravention. Each of Parent and Sub has all requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of Parent and Sub and no other corporate proceedings on the part of Parent or Sub are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement and the transactions contemplated hereby do not require approval of the holders of any shares of capital stock of Parent. This Agreement has been duly executed and delivered by each of Parent and Sub and, assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of Parent and Sub, as applicable, enforceable against Parent and Sub, as applicable, in accordance with its terms, subject to bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies. 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 Parent and Sub 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, 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 Parent or Sub under (x) the Restated Certificate of Incorporation or By-laws of Parent or the Certificate of Incorporation or By-laws of Sub, (y) any Contract to which Parent or Sub is a party or any of their respective properties or other assets is subject, in any way that would prevent, materially impede or materially delay the consummation by Parent of the Merger (including the payments required to be made pursuant to Article II) or the other transactions contemplated hereby or (z) subject to the governmental filings and other matters referred to in the following sentence, any (A) statute, law, ordinance, rule or regulation applicable to Parent or Sub or their respective properties or other assets or (B) order, writ, injunction, decree, judgment or stipulation, in each case applicable to Parent or Sub or their respective properties or other assets, and in each case, in any way that would prevent, materially impede or materially delay the consummation by Parent of the Merger (including the payments required to be made pursuant to Article II) or the other transactions contemplated hereby. No material 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 Parent or Sub in connection with the execution and delivery of this Agreement by Parent and Sub or the consummation by Parent and Sub of the Merger or the other transactions contemplated by this Agreement, except for (1) the filing of a premerger notification and report form by Parent under 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 and (2) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware.

Authority; Noncontravention. Each of Parent and Merger Sub has all requisite corporate power and authority to execute and deliver enter into this Agreement and and, subject to the Parent Stockholder Approval, to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by Parent and Merger Sub and the consummation by 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 Parent and Sub and no other corporate proceedings on Merger Sub, respectively, subject to the part of Parent or Sub are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement and the transactions contemplated hereby do not require approval of the holders of any shares of capital stock of ParentStockholder Approval. This Agreement has been duly executed and delivered by each of Parent and Merger Sub and, assuming the due authorization, execution and delivery by the Company, constitutes a the legal, valid and binding obligation of Parent and Sub, as applicable, Merger Sub enforceable against Parent and Sub, as applicable, Merger Sub in accordance with its terms, subject to except as the enforcement thereof may be limited by applicable bankruptcy, insolvency, moratoriumreorganization, reorganization moratorium or similar laws Laws generally affecting the rights of creditors generally and the availability of equitable remediessubject to general equity principles. The execution and delivery of this Agreement do does not, and the consummation of the Merger and the other transactions contemplated by this Agreement and compliance with the provisions of this Agreement will not, (i) conflict withwith the articles of incorporation or by-laws (or comparable organizational documents) of any of the Parent Entities, or (ii) assuming that all the consents, approvals and filings referred to in the next sentence are duly obtained and/or made, (A) result in any breach, violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, of termination, cancellation or creation 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 Parent or Merger Sub under (x) the Restated Certificate of Incorporation any loan or By-laws of Parent credit agreement, note, bond, mortgage, indenture, lease or the Certificate of Incorporation other agreement, instrument, permit, concession, franchise, license or By-laws of Sub, (y) any Contract other authorization applicable to which Parent or Sub is a party or any of the Parent Entities or by which their respective properties or other assets is subjectare bound, in any way that would prevent, materially impede or materially delay the consummation by Parent of the Merger (including the payments required to be made pursuant to Article II) or the other transactions contemplated hereby or (zB) subject to the governmental filings and other matters referred to in the following sentenceconflict with or violate any judgment, any (A) statuteorder, law, ordinance, rule decree or regulation Law applicable to Parent or Parent, Merger Sub or their respective properties or assets, other assets or than, in the case of clause (ii) (A) and (B) orderand (iii) any such conflicts, writbreaches, injunctionviolations, decreedefaults, judgment rights, losses or stipulationLiens that, individually or in each case applicable the aggregate, would not reasonably be expected to Parent have or Sub or their respective properties or other assets, and result in each case, in any way that would prevent, materially impede or materially delay the consummation by Parent of the Merger (including the payments required to be made pursuant to Article II) or the other transactions contemplated herebya material adverse effect on Parent. No material consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any Governmental Entity or third party is required by or with respect to Parent or Merger Sub in connection with the execution and delivery of this Agreement by Parent and Merger Sub or the consummation by Parent and Merger Sub of the Merger or the other transactions contemplated by this Agreementhereby, except for for: (1i) the filing with the SEC of (A) the Form S-4 and a premerger notification proxy statement/prospectus relating to the Parent Stockholders Meeting and report form by Parent (B) such reports under Section 13(a), 13(d), 15(d) or 16(a) or such other applicable sections of the HSR Exchange Act as may be required in connection with this Agreement 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 and transactions contemplated hereby; (2ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware; (iii) the filing of a premerger notification and report form by Parent under the HSR Act; (iv) filings with and approvals of the NYSE to permit the shares of Parent Common Stock that are to be issued in the Merger to be listed on the NYSE; (v) such governmental consents, qualifications or filings as are customarily obtained or made in connection with the transfer of interests or the change of control of ownership in properties used for the mining, processing or shipping of coal or iron ore, including notices and consents relating to or in connection with mining, reclamation and environmental Permits, in each case under the applicable Laws of Alabama, Michigan, Kentucky, Virginia, Minnesota, West Virginia, Pennsylvania, United States, Australia, and Canada, and (vi) such consents, approvals, orders or authorizations the failure of which to be made or obtained, individually or in the aggregate, would not reasonably be expected to have or result in a material adverse effect on Parent.

Authority; Noncontravention. Each of Parent and Sub has all the Purchaser have the requisite corporate power and authority to execute and deliver enter into this Agreement and to consummate the transactions Transactions contemplated by this Agreement. The execution and delivery of this Agreement by Parent and the Purchaser and the consummation by Parent and the Purchaser of the transactions Transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of Parent and Sub and no other corporate proceedings on the part of Parent or Sub are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement and the transactions contemplated hereby do not require approval of the holders of any shares of capital stock of ParentPurchaser, as applicable. This Agreement has been duly executed and delivered by each of Parent and Sub the Purchaser and, assuming this Agreement constitutes the due authorization, execution valid and delivery by binding obligation of the Company, constitutes a legal, valid and binding obligation of Parent and Sub, as applicableeach such party, enforceable against Parent and Sub, as applicable, each such party in accordance with its terms, except that (i) such enforcement may be subject to bankruptcy, insolvency, moratoriumreorganization, reorganization moratorium or other similar laws affecting the Laws now or hereafter in effect relating to creditors' rights of creditors generally and (ii) the availability remedy of specific performance and injunctive relief may be subject to equitable remediesdefenses and to the discretion of the court before which any proceeding therefor may be brought. The execution and delivery of this Agreement do not, and the consummation of the Merger and the other transactions Transactions contemplated by this Agreement and compliance 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, or result in, 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 in or lien upon any of the properties or other assets of Parent or Sub under under, (xi) the Restated Certificate certificate of Incorporation incorporation or Byby-laws of Parent or the Certificate of Incorporation or By-laws of SubPurchaser, (yii) any Contract to which Parent or Sub is a party or any of their respective properties or other assets is subjectjudgment, in any way that would preventorder, materially impede or materially delay the consummation by Parent of the Merger (including the payments required to be made pursuant to Article II) or the other transactions contemplated hereby or (z) subject to the governmental filings and other matters referred to in the following sentencedecree, any (A) statute, law, ordinance, rule or regulation applicable to Parent or Sub the Purchaser or their respective properties or assets, other assets than, in the case of clause (ii), any such conflicts, violations, defaults, rights or Liens that individually or in the aggregate would not (x) impair in any material respect the ability of Parent and the Purchaser to perform their respective obligations under this Agreement or (By) order, writ, injunction, decree, judgment prevent or stipulation, in each case applicable to Parent or Sub or their respective properties or other assets, and in each case, in any way that would prevent, materially impede or materially delay the consummation by Parent of any of the Merger (including the payments required to be made pursuant to Article II) or the other transactions Transactions contemplated herebyby this Agreement. No material 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 Parent or Sub the Purchaser in connection with the execution and delivery of this Agreement by Parent and Sub or the consummation by Parent and Sub or the Purchaser, as the case may be, of any of the Merger or the other transactions Transactions contemplated by this Agreement, except for (1i) if required, the filing of a premerger notification and report form by Parent under the HSR Act, (ii) the filing with the SEC of (x) the Offer Documents and (y) such reports under the Exchange Act as may be required in connection with this Agreement and the receiptTransactions contemplated by this Agreement, 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 and (2iii) the filing of the Certificate of Merger with the Secretary of State and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business, (iv) as may be required by an applicable state securities or "blue sky" Laws, and (v) such other consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made would not, individually or in the aggregate, (x) impair, in any material respect, the ability of Parent to perform its obligations under this Agreement or (y) prevent or significantly delay the consummation of the State of DelawareTransactions contemplated by this Agreement.

Authority; Noncontravention. Each of Parent Buyer and Sub MergerCo has all requisite corporate power and authority to execute and deliver enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by each of Buyer and MergerCo and the consummation by each of Buyer and MergerCo of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of Parent each of Buyer and Sub and no other corporate proceedings on the part of Parent or Sub are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement and the transactions contemplated hereby do not require approval of the holders of any shares of capital stock of ParentMergerCo. This Agreement has been duly executed and delivered by each of Parent and Sub and, assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of Parent each of Buyer and SubMergerCo. Except as disclosed on Section 5.2 of the Disclosure Schedule, as applicable, enforceable against Parent and Sub, as applicable, in accordance with its terms, subject to bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies. The execution and delivery of this Agreement do does not, and the consummation of the Merger and the other transactions contemplated by this Agreement and compliance with the provisions of this Agreement will not, conflict with, or result in (a) 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, or result in, of termination, cancellation or acceleration of or 'put' with respect to any obligation or to (b) the loss of a benefit underbenefit, or result in other right or the creation of any Lien in or upon any of the properties or other assets of Parent either Buyer or Sub under MergerCo under, (xi) the Restated Certificate certificate of Incorporation incorporation or Byby-laws of Parent either Buyer or the Certificate of Incorporation or By-laws of SubMergerCo, (yii) any Contract loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to which Parent either Buyer or Sub is a party MergerCo or any of their respective its properties or other assets is subject, in any way that would prevent, materially impede or materially delay the consummation by Parent of the Merger (including the payments required to be made pursuant to Article II) or the other transactions contemplated hereby or (ziii) subject to the governmental filings and other matters referred to in the following sentence, any (A) judgment, order, decree, statute, law, ordinance, rule rule, regulation or regulation arbitration award applicable to Parent either Buyer or Sub MergerCo or their respective its properties or assets, other assets or (B) order, writ, injunction, decree, judgment or stipulationthan, in each the case applicable of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or Liens that individually or in the aggregate would not have a Material Adverse Effect with respect to Parent either Buyer or Sub either Buyer or their respective properties MergerCo or other assets, and in each case, in any way that would could not prevent, materially impede hinder or materially delay the consummation by Parent ability of MergerCo to consummate the Merger (including the payments required to be made pursuant to Article II) or the other transactions contemplated herebyby this Agreement. No material consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, or notice to, any Governmental Entity or any other person under any agreement, indenture or other instrument to which Buyer or MergerCo is a party or to which any of its properties is subject, is required by or with respect to Parent either Buyer or Sub MergerCo in connection with the execution and delivery of this Agreement by Parent and Sub either Buyer or MergerCo or the consummation by Parent Buyer and Sub MergerCo of any of the Merger or the other transactions contemplated by this Agreement, except for (1i) the filing of a premerger pre-merger notification and report form by Parent under the HSR Act and the receiptAct, 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 and (2ii) the filing of the Certificate of Merger with the Secretary SEC of State of (y) the State of Delaware.Offer Documents and (z) such reports under the Exchange Act as may be required in

Authority; Noncontravention. Each of Parent and Sub has all the requisite corporate power and authority to execute and deliver this Agreement and Agreement, to consummate the Merger and the other transactions contemplated by this AgreementAgreement and to comply with the provisions of this Agreement (subject, in the case of the Merger, to the adoption of this Agreement by Parent, as the sole stockholder of Sub). The execution and delivery of this Agreement by Parent and Sub, the consummation by Parent and Sub of the Merger and the consummation of the other transactions contemplated by this Agreement and the compliance by Parent and Sub with the provisions of this Agreement have been duly authorized by all necessary corporate action on the part of Parent and Sub Sub, and no other corporate proceedings on the part of Parent or Sub are necessary to authorize this Agreement, to comply with the terms of this Agreement or to consummate the Merger and the other transactions contemplated hereby. This by this Agreement and (subject, in the transactions contemplated hereby do not require approval case of the holders Merger, to the adoption of any shares this Agreement by Parent, as the sole stockholder of capital stock of ParentSub). This Agreement has been duly executed and delivered by each of Parent and Sub Sub, as applicable, and, assuming the due authorization, execution and delivery of this Agreement by the Company, constitutes a legal, valid and binding obligation of Parent and Sub, as applicable, enforceable against Parent and Sub, as applicable, in accordance with its terms, subject to bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies. The execution and delivery of this Agreement do notAgreement, and the consummation of the Merger and the other transactions contemplated by this Agreement and the compliance by Parent and Sub 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, or result in, termination, cancellation cancelation or acceleration of any obligation or to the a loss of a material benefit under, or result in the creation of any Lien in or upon any of the properties or other assets of Parent or Sub under under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, any provision of (xi) the Restated Certificate certificate of Incorporation incorporation or By-laws bylaws of Parent or the Certificate of Incorporation or By-laws of Sub, (yii) any Contract or Permit to or by which Parent or Sub is a party or any of bound or to or by which their respective properties or other assets is subject, in any way that would prevent, materially impede are subject or materially delay the consummation by bound or otherwise under which Parent of the Merger (including the payments required to be made pursuant to Article II) or the other transactions contemplated hereby Sub has rights or benefits or (ziii) subject to the governmental filings and other matters referred to in the following sentence, any Law (Aassuming receipt of the Stockholder Approval and the adoption of this Agreement by Parent, as the sole stockholder of Sub) statuteor Judgment, lawin each case, ordinance, rule or regulation applicable to Parent or Sub or their respective properties or assets, other assets or (B) order, writ, injunction, decree, judgment or stipulationthan, in each the case applicable of clauses (ii) and (iii), any such conflicts, violations, breaches, defaults, terminations, cancelations, accelerations, losses, Liens, rights or entitlements that, individually or in the aggregate, would not reasonably be expected to Parent or Sub or their respective properties or other assets, and in each case, impair in any way that would prevent, material respect the ability of each of Parent and Sub to perform its obligations under this Agreement or prevent or materially impede or materially delay the consummation by Parent of the Merger (including the payments required to be made pursuant to Article II) or the other transactions contemplated herebyby this Agreement. No material consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, or notice to, any Governmental Entity is required by or with respect to Parent or Sub in connection with the execution and delivery of this Agreement by Parent and Sub or Sub, the consummation by Parent and Sub of the Merger or the other transactions contemplated by this Agreement or the compliance by Parent and Sub with the provisions of this Agreement, except for (1A) the filing of a premerger notification and report form by Parent and the expiration or termination of the waiting period under the HSR Act, (B) the filing with the SEC of the Information Statement and such reports under the Exchange Act as may be required in connection with this Agreement and the receiptMerger and the other transactions contemplated by this Agreement, 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 and (2C) the filing of the Certificate of Merger with the Secretary of State of the State of DelawareDelaware and appropriate documents with the relevant authorities of other states in which the Company or any of its Subsidiaries is qualified to do business, (D) any filings required under the rules and regulations of the New York Stock Exchange and The NASDAQ Stock Market and (E) 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, would not reasonably be expected to impair in any material respect the ability of each of Parent and Sub to perform its obligations under this Agreement or prevent or materially impede or materially delay the consummation of the Merger or the other transactions contemplated by this Agreement.

Authority; Noncontravention. Each of Parent and Sub has all requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of Parent and Sub and no other corporate proceedings on the part of Parent or Sub are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement and the transactions contemplated hereby hereby, including the issuance of shares of Parent Common Stock pursuant to Article II hereof, do not require approval of the holders of any shares of capital stock of Parent. All outstanding shares of Parent Common Stock are, and all shares of Parent Common Stock which may be issued pursuant to this Agreement shall when issued in accordance with this Agreement be, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. This Agreement has been duly executed and delivered by each of Parent and Sub and, assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of Parent and Sub, as applicable, enforceable against Parent and Sub, as applicable, in accordance with its terms, subject to bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies. 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 Parent and Sub 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, 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 Parent or Sub under (x) the Amended and Restated Certificate Articles of Incorporation or By-laws of Parent or the Certificate Articles of Incorporation or By-laws of Sub, (y) any Contract to which Parent or Sub is a party or any of their respective properties or other assets is subject, in any way that would prevent, materially impede or materially delay the consummation by Parent of the Merger (including the payments required to be made pursuant to Article II) or the other transactions contemplated hereby or (z) subject to the governmental filings and other matters referred to in the following sentence, any (A) statute, law, ordinance, rule or regulation applicable to Parent or Sub or their respective properties or other assets or (B) order, writ, injunction, decree, judgment or stipulation, in each case applicable to Parent or Sub or their respective properties or other assetsLegal Provisions, and in each case, in any way that would prevent, materially impede or materially delay the consummation by Parent of the Merger (including the payments required to be made pursuant to Article II) or the other transactions contemplated hereby. No material 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 Parent or Sub in connection with the execution and delivery of this Agreement by Parent and Sub or the consummation by Parent and Sub of the Merger or the other transactions contemplated by this Agreement, except for (1) the filing of a premerger notification and report form the HSR Filing by Parent under 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 and regulation, (2) the filing with the SEC of (A) the Form S-4 and (B) such reports under the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (3) the filing of the Certificate Articles of Merger with the Secretary of State of the State of DelawareMinnesota and (4) such filings with and approvals of the NYSE to permit the shares of Parent Common Stock issuable to the shareholders of the Company as contemplated by this Agreement to be listed on the NYSE.

Authority; Noncontravention. Each of Parent and Sub has all requisite corporate power and authority to execute and deliver enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of Parent and Sub and no other corporate proceedings on the part of Parent or Sub are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement and , subject, in the transactions contemplated hereby do not require approval case of the holders Merger, to the filing of any shares the Certificate of capital stock of ParentMerger. This Agreement has been duly executed and delivered by each of Parent and Sub Sub, as applicable, and, assuming the due authorization, execution and delivery by each of the Companyother parties thereto, constitutes a constitute legal, valid and binding obligation obligations of Parent and Sub, as applicable, enforceable against Parent and Sub, as applicable, in accordance with its terms, subject to terms (except insofar as enforceability may be limited by applicable bankruptcy, insolvency, moratoriumreorganization, reorganization moratorium or other similar laws affecting the creditors' rights of creditors generally and the or by principles governing availability of equitable remedies). The execution and delivery of this Agreement do does not, and the consummation of the Offer, the Merger and the other transactions contemplated by this Agreement and compliance 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, or result in, of 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 Parent or Sub any of its Subsidiaries under (xi) the Restated Certificate of Incorporation or By-laws of Parent or the Certificate of Incorporation or By-laws Bylaws of SubParent or the comparable organizational documents of any of its Subsidiaries, (yii) any Contract loan or credit agreement, bond, note, mortgage, indenture, lease or other contract, agreement, obligation, commitment, arrangement, understanding, instrument, permit or license applicable to which Parent or Sub is a party or any of its Subsidiaries or their respective properties or other assets is subject, in any way that would prevent, materially impede or materially delay the consummation by Parent of the Merger (including the payments required to be made pursuant to Article II) or the other transactions contemplated hereby or (ziii) subject to the governmental filings and other matters referred to in the following sentenceparagraph, any (A) statute, law, ordinance, rule or regulation applicable to Parent or Sub or their respective properties or other assets or (B) orderjudgment, writ, injunction, order or decree, judgment or stipulation, in each case applicable to Parent or Sub any of its Subsidiaries or their respective properties or other assets, and in each caseother than, in the case of clauses (ii) and (iii), any way such conflicts, violations, defaults, rights, cancellations, accelerations, losses or Liens that individually or in the aggregate would prevent, materially impede not reasonably be expected to have a Material Adverse Effect on Parent or to prevent or materially delay the consummation by Parent of the Merger (including the payments required to be made pursuant to Article II) or the other transactions contemplated herebyby this Agreement. No material consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing filings with, any Governmental Entity is required by or with respect to Parent or Sub any of its Subsidiaries in connection with the execution and delivery of this Agreement by Parent and Sub or the consummation by Parent and Sub of the Merger or the other transactions contemplated by this Agreement, except for (1) the filing of a premerger pre-merger notification and report form by Parent under the HSR Act and any applicable filings and approvals under similar foreign antitrust laws and regulations, (2) the receipt, termination or expiration, as applicable, filing with the SEC of approvals or waiting periods required under (A) the HSR Act or any other applicable competition, merger control, antitrust or similar law or regulation Form S-4 (B) the Offer Documents and (2C) such reports under Section 13(a), 13(d), 15(d) or 16(a) of the Exchange Act as may be required in connection with this Agreement or the Stockholder Agreement and the transactions contemplated by this Agreement or the Stockholder Agreement, (3) the filing of the Certificate of Merger with the Secretary of State of the State of DelawareDelaware and appropriate documents with the relevant authorities of other states in which Parent is qualified to do business, (4) such filings with Governmental Entities to satisfy the applicable requirements of state securities or "blue sky" laws, (5) such filings with and approvals of Nasdaq to permit the shares of Parent Common Stock that are to be issued pursuant to the Offer and the Merger to be traded on the Nasdaq National Market and (6) such other consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Parent or to prevent or materially delay the consummation of the transactions contemplated by this Agreement.

Authority; Noncontravention. Each of Parent and Sub has all requisite corporate power and authority to execute and deliver this Agreement the Transaction Agreements and to consummate the transactions contemplated by this Agreementthe Transaction Agreements. The execution and delivery of this Agreement the Transaction Agreements and the consummation of the transactions contemplated by this Agreement the Transaction Agreements have been duly authorized by all necessary corporate action on the part of Parent and Sub and no other corporate proceedings on the part of Parent or Sub are necessary to authorize this Agreement the Transaction Agreements or to consummate the transactions contemplated herebyhereby and thereby. This Agreement and the transactions contemplated hereby do not require approval of the holders of any shares of capital stock of Parent. This Agreement has The Transaction Agreements have been duly executed and delivered by each of Parent and Sub and, assuming the due authorization, execution and delivery by the CompanyCompany or the Specified Stockholders, constitutes a as the case may be, constitute legal, valid and binding obligation obligations of Parent and Sub, as applicable, enforceable against Parent and Sub, as applicable, in accordance with its terms, their respective terms (subject to bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies). The execution and delivery of this Agreement the Transaction Agreements do not, and the consummation of the Offer, the Merger and the other transactions contemplated by this the Transaction Agreement and compliance by 30 Parent and Sub with the provisions of this Agreement the Transaction 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, 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 Parent or Sub under (x) the Amended and Restated Certificate of Incorporation or By-laws Bylaws of Parent or the Certificate of Incorporation or By-laws Bylaws of Sub, (y) any Contract to which Parent or Sub is a party or any of their respective properties or other assets is subject, in any way that would reasonably be expected to prevent, materially impede or materially delay the consummation by Parent of the Offer, the Merger (including the payments required to be made pursuant to Article II) or the other transactions contemplated hereby by the Transaction Agreements or (z) subject to the governmental filings and other matters referred to in the following sentence, any (A) statute, law, ordinance, rule Law or regulation applicable to Parent or Sub or their respective properties or other assets or (B) order, writ, injunction, decree, judgment or stipulationJudgment, in each case applicable to Parent or Sub or their respective properties or other assets, and in each case, in any way that would reasonably be expected to prevent, materially impede or materially delay the consummation by Parent of the Offer, the Merger (including the payments required to be made pursuant to Article II) or the other transactions contemplated herebyby the Transaction Agreements. No material 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 Parent or Sub in connection with the execution and delivery of this Agreement the Transaction Agreements by Parent and Sub or the consummation by Parent and Sub of the Offer, the Merger or the other transactions contemplated by this Agreementthe Transaction Agreements, except for (1) the filing of a premerger notification and report form by Parent under 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 and Law, (2) the filing with the SEC of the Offer Documents, (3) the filing of the Certificate of Merger with the Secretary of State of the State of DelawareDelaware and appropriate documents with the relevant authorities of other states in which the Company or any of its Subsidiaries is qualified to do business and (4) 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, could not reasonably be expected to impair in any material respect the ability of each of Parent and Sub to perform its obligations under the Transaction Agreements or prevent, materially impede or materially delay the consummation of the Offer, the Merger or the other transactions contemplated by the Transaction Agreements.

Authority; Noncontravention. Each of Parent and Sub (a) Purchaser has all requisite corporate necessary power and authority to execute and deliver this Agreement and the other Transaction Documents, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated by this AgreementTransactions. The execution execution, delivery and delivery performance by Purchaser of this Agreement and the other Transaction Documents and the consummation by Purchaser of the transactions contemplated by this Agreement Transactions have been duly authorized and approved by all necessary corporate action on the part of Parent and Sub Purchaser, and no further action, approval or authorization by any of its stockholders, partners, members or other corporate proceedings on equity owners, as the part of Parent or Sub are case may be, is necessary to authorize the execution, delivery and performance by Purchaser of this Agreement or to consummate the transactions contemplated hereby. This Agreement and the transactions contemplated hereby do not require approval other Transaction Documents and the consummation by Purchaser of the holders of any shares of capital stock of ParentTransactions. This Agreement has been duly executed and delivered by each of Parent and Sub Purchaser and, assuming the due authorization, execution and delivery hereof by the Company, constitutes a legal, valid and binding obligation of Parent and Sub, as applicablePurchaser, enforceable against Parent and Sub, as applicable, it in accordance with its terms, subject to bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally Bankruptcy and the availability of equitable remediesEquity Exception. 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 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, 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 Parent or Sub under (x) the Restated Certificate of Incorporation or By-laws of Parent or the Certificate of Incorporation or By-laws of Sub, (y) any Contract to which Parent or Sub is a party or any of their respective properties or other assets is subject, in any way that would prevent, materially impede or materially delay the consummation by Parent of the Merger (including the payments required to be made pursuant to Article II) or the other transactions contemplated hereby or (z) subject to the governmental filings and other matters referred to in the following sentence, any (A) statute, law, ordinance, rule or regulation applicable to Parent or Sub or their respective properties or other assets or (B) order, writ, injunction, decree, judgment or stipulation, in each case applicable to Parent or Sub or their respective properties or other assets, and in each case, in any way that would prevent, materially impede or materially delay the consummation by Parent of the Merger (including the payments required to be made pursuant to Article II) or the other transactions contemplated hereby. No material 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 Parent or Sub in connection with Neither the execution and delivery of this Agreement by Parent and Sub or the consummation by Parent and Sub of the Merger or the other transactions contemplated Transaction Documents by this Agreementthe Purchaser, except for nor the consummation of the Transactions by the Purchaser, nor performance or compliance by the Purchaser with any of the terms or provisions hereof or thereof, will (1i) conflict with or violate any provision of the filing certificate or articles of incorporation, bylaws or other comparable charter or organizational documents of Purchaser or (ii) violate any Law or Judgment applicable to Purchaser or any of its Subsidiaries or violate or constitute a premerger notification and report form by Parent default (or constitute an event which, with notice or lapse of time or both, would violate or constitute a default) under any of the HSR Act and the receiptterms, termination conditions or expirationprovisions of any Contract to which Purchaser or any of its Subsidiaries is a party or accelerate Purchaser’s or any of its Subsidiaries’, as if applicable, obligations under any such Contract, except, in the case of clause (ii), (x) any required filings or approvals or waiting periods required under applicable Competition Laws prior to the HSR Act or any other applicable competition, merger control, antitrust or similar law or regulation issuance of shares of Common Stock upon the exercise of Warrants and (2y) as would not, individually or in the filing of the Certificate of Merger with the Secretary of State of the State of Delawareaggregate, reasonably be expected to have a Purchaser Material Adverse Effect.

Authority; Noncontravention. Each of Parent and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of Parent and Merger Sub and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This by this Agreement and (other than the transactions contemplated hereby do not require approval filing of the holders Certificate of any shares Merger with the Secretary of capital stock State of Parentthe State of Delaware). This Agreement has been duly executed and delivered by each of Parent and Merger Sub and, assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of Parent and Merger Sub, as applicable, enforceable against Parent and Merger Sub, as applicable, in accordance with its terms, subject to bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies. The execution and delivery of this Agreement by Parent and Merger Sub do not, and the consummation by Parent and Merger Sub of the Offer, the Merger and the other transactions contemplated by this Agreement and compliance by Parent and Merger Sub 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, 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 Parent or Merger Sub under (x) Parent’s Amended and Restated Articles of Incorporation, as amended, Parent’s Code of Regulations, as amended, the Restated Merger Sub Certificate of Incorporation or By-laws of Parent or the Certificate Bylaws of Incorporation or By-laws of Merger Sub, (y) any Contract to which Parent or Merger Sub is a party or any of their respective properties properties, rights or other assets is subject, in any way that would prevent, materially impede or materially delay the consummation by Parent of the Merger (including the payments required to be made pursuant to Article II) or the other transactions contemplated hereby subject or (z) subject to the governmental filings and other matters referred to in the following sentence, any (A) statute, law, ordinance, rule Law or regulation Order applicable to Parent or Sub or their respective properties or other assets or (B) order, writ, injunction, decree, judgment or stipulation, in each case applicable to Parent or Merger Sub or their respective properties or other assets, and in each caseother than, in the case of clauses (y) and (z), any way such conflicts, violations, breaches, defaults, rights of termination, modification, cancellation or acceleration, losses or Liens that individually or in the aggregate have not had and would preventnot reasonably be expected to (1) have a Parent Material Adverse Effect, materially impede (2) impair in any material respect the ability of Parent or Merger Sub to perform its respective obligations under this Agreement or (3) prevent or materially impede, interfere with, hinder or delay the consummation by Parent of any of the Merger (including the payments required to be made pursuant to Article II) or the other transactions contemplated herebyby this Agreement. No material 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 Parent or Merger Sub in connection with the execution and delivery of this Agreement by Parent and Merger Sub or the consummation by Parent and Merger Sub 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 Parent under the HSR Act and the termination of the waiting period required thereunder1 and (B) the receipt, termination or expiration, as applicable, of approvals or waiting periods required under the HSR Act or any other applicable competitionAntitrust Law, merger control(2) the filing with the SEC of (X) the Offer Documents by Merger Sub, antitrust or similar law or regulation (Y) the Schedule 14D-9 by the Company and, if required by applicable Law, the Proxy Statement by the Company and (2Z) such reports under the 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, (4) any filings with and approvals of the NYSE, (5) any filings required pursuant to state securities and “blue sky” laws 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 (x) have a Parent Material Adverse Effect, (y) impair in any material respect the ability of Parent or Merger Sub to perform its respective 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. Each of Parent and Sub has all the requisite corporate power and authority to execute and deliver this Agreement and Agreement, to consummate the Merger and the other transactions contemplated by this AgreementAgreement and to comply with the provisions of this Agreement (subject, in the case of the Merger, to the adoption of this Agreement by Parent, as the sole stockholder of Sub). The execution and delivery of this Agreement by Parent and Sub, the consummation by Parent and Sub of the Merger and the consummation of the other transactions contemplated by this Agreement and the compliance by Parent and Sub with the provisions of this Agreement have been duly authorized by all necessary corporate action on the part of Parent and Sub Sub, and no other corporate proceedings on the part of Parent or Sub are necessary to authorize this Agreement, to comply with the terms of this Agreement or to consummate the Merger and the other transactions contemplated hereby. This by this Agreement and (subject, in the transactions contemplated hereby do not require approval case of the holders Merger, to the adoption of any shares this Agreement by Parent, as the sole stockholder of capital stock of ParentSub). This Agreement has been duly executed and delivered by each of Parent and Sub Sub, as applicable, and, assuming the due authorization, execution and delivery of this Agreement by the Company, constitutes a legal, valid and binding obligation of Parent and Sub, as applicable, enforceable against Parent and Sub, as applicable, in accordance with its terms, subject to bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally Bankruptcy and the availability of equitable remediesEquity Exception. The execution and delivery of this Agreement do notAgreement, and the consummation of the Merger and the other transactions contemplated by this Agreement and the compliance by Parent and Sub 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, or result in, termination, cancellation cancelation or acceleration of any obligation or to the a loss of a material benefit under, or result in the creation of any Lien in or upon any of the properties or other assets of Parent or Sub under under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, any provision of (xi) the Restated Certificate certificate of Incorporation incorporation or By-laws bylaws (or similar organizational documents) of Parent or the Certificate of Incorporation or By-laws of Sub, (yii) any Contract or Permit to or by which Parent or Sub is a party or any of bound or to or by which their respective properties or other assets is subject, in any way that would prevent, materially impede are subject or materially delay the consummation by bound or otherwise under which Parent of the Merger (including the payments required to be made pursuant to Article II) or the other transactions contemplated hereby Sub has rights or benefits or (ziii) subject to the governmental filings and other matters referred to in the following sentence, any Law (Aassuming receipt of the Stockholder Approval and the adoption of this Agreement by Parent, as the sole stockholder of Sub) statuteor Judgment, lawin each case, ordinance, rule or regulation applicable to Parent or Sub or their respective properties or assets, other assets or (B) order, writ, injunction, decree, judgment or stipulationthan, in each the case applicable of clauses (ii) and (iii), any such conflicts, violations, breaches, defaults, terminations, cancelations, accelerations, losses, Liens, rights or entitlements that, individually or in the aggregate, is not reasonably likely to Parent or Sub or their respective properties or other assets, and in each case, impair in any way that would prevent, material respect the ability of each of Parent and Sub to perform its obligations under this Agreement or prevent or materially impede or materially delay the consummation by Parent of the Merger (including the payments required to be made pursuant to Article II) or the other transactions contemplated herebyby this Agreement. No material consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, or notice to, any Governmental Entity is required by or with respect to Parent or Sub in connection with the execution and delivery of this Agreement by Parent and Sub or Sub, the consummation by Parent and Sub of the Merger or the other transactions contemplated by this Agreement or the compliance by Parent and Sub with the provisions of this Agreement, except for (1A) the filing of a premerger notification and report form by Parent under the HSR Act and the filings and receipt, termination or expiration, as applicable, of such other approvals or waiting periods required under the HSR Act or any other applicable competition, merger control, antitrust or similar law or regulation and Law, (2B) the filing of the Certificate of Merger with the Secretary of State of the State of DelawareDelaware and appropriate documents with the relevant authorities of other states in which the Company or any of its Subsidiaries is qualified to do business and (C) 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, is not reasonably likely to impair in any material respect the ability of each of Parent and Sub to perform its obligations under this Agreement or prevent or materially impede or materially delay the consummation of the Merger or the other transactions contemplated by this Agreement.

Authority; Noncontravention. Each of Parent and Sub has all requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of Parent and Sub and no other corporate proceedings on the part of Parent or Sub are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement and the transactions contemplated hereby do not require approval of the holders of any shares of capital stock of Parent. This Agreement has been duly executed and delivered by each of Parent and Sub and, assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of Parent and Sub, as applicable, enforceable against Parent and Sub, as applicable, in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remediesremedies (regardless of whether such enforceability is considered in a proceeding at equity or at law). 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 Parent and its Subsidiaries with the provisions of this Agreement will not, (x) conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, the Restated Certificate of Incorporation or By-laws of Parent or the Certificate of Incorporation or By-laws of Sub, (y) 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, 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 Parent or Sub under (x) the Restated Certificate of Incorporation or By-laws of Parent or the Certificate of Incorporation or By-laws of Subunder, (y) any Contract to which Parent or Sub is a party or any of their respective properties or other assets is subject, in any way that would prevent, materially impede or materially delay the consummation by Parent of the Merger (including the payments required to be made pursuant to Article II) or the other transactions contemplated hereby or (z) subject to the governmental filings and other matters referred to in the following sentence, conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, any (A) statute, law, ordinance, rule or regulation applicable to Parent or Sub or their respective properties or other assets or (B) order, writ, injunction, decree, judgment or stipulation, in each case applicable to Parent or Sub or their respective properties or other assets, and in each case, in any way that would prevent, materially impede or materially delay the consummation by Parent of the Merger (including the payments required to be made pursuant to Article II) or the other transactions contemplated hereby. No material 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 Parent or Sub in connection with the execution and delivery of this Agreement by Parent and Sub or the consummation by Parent and Sub of the Merger or the other transactions contemplated by this Agreement, except for (1) the filing of a premerger notification and report form by Parent under 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 and (2) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware.

Authority; Noncontravention. Each of Parent and Sub has all have the requisite corporate power and authority to execute and deliver this Agreement and Agreement, to consummate the transactions contemplated by this Agreement and to comply with the provisions of this Agreement. The execution and delivery of this Agreement by Parent and Sub, the consummation by Parent and Sub of the transactions contemplated by this Agreement and the compliance by Parent and Sub with the provisions of this Agreement have been duly authorized by all necessary corporate action on the part of Parent and Sub and no other corporate proceedings on the part of Parent or Sub are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement and the transactions contemplated hereby do not require approval of the holders of any shares of capital stock of Parentby this Agreement. This Agreement has been duly executed and delivered by each of Parent and Sub Sub, as applicable, and, assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of Parent and Sub, as applicable, enforceable against Parent and Sub, as applicable, in accordance with its terms, subject to terms (except insofar as enforceability may be limited by applicable bankruptcy, insolvency, moratoriumreorganization, reorganization moratorium or similar laws affecting the creditors' rights of creditors generally and generally, or by principles governing the availability of equitable remedies). 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 Parent and Sub 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, or both) under, or give rise to a right of, or result in, termination, cancellation cancelation or acceleration of any obligation or to the loss of a material benefit under, or result in the creation of any Lien in or upon any of the properties or other assets of Parent or Sub under under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, any provision of (xi) the Restated Certificate of Incorporation or By-laws of Parent or the Certificate of Incorporation or By-laws of Sub, (yii) any Contract to which Parent or Sub is a party or any of their respective properties or other assets is subject, in any way that would prevent, materially impede or materially delay the consummation by Parent of the Merger (including the payments required to be made pursuant to Article II) or the other transactions contemplated hereby subject or (ziii) subject to the governmental filings and other matters referred to in the following sentence, any (A) statute, law, ordinance, rule or regulation or (B) judgment, order or decree, in each case, applicable to Parent or Sub or any of their respective properties or assets, other assets or (B) order, writ, injunction, decree, judgment or stipulationthan, in each the case applicable of clauses (ii) and (iii), any such conflicts, violations, breaches, defaults, rights, losses, Liens or entitlements that individually or in the aggregate could not reasonably be expected to Parent or Sub or their respective properties or other assets, and in each case, impair in any way that would prevent, materially impede material respect the ability of each of Parent and Sub to perform its obligations under this Agreement or prevent or materially impede, interfere with, hinder or delay the consummation by Parent of any of the Merger (including the payments required to be made pursuant to Article II) or the other transactions contemplated herebyby this Agreement. No material 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 Parent or Sub in connection with the execution and delivery of this Agreement by Parent and Sub or Sub, the consummation by Parent and Sub of the Merger or the other transactions contemplated by this Agreement or the compliance by Parent or Sub with the provisions of this Agreement, except for (1) the filing of a premerger notification and report form by Parent under 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 and law, (2) the filing of the Certificate of Merger with the Secretary of State of the State of DelawareDelaware and appropriate documents with the relevant authorities of other states in which the Company or any of its subsidiaries is qualified to do business and (3) such other consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made individually or in the aggregate could not reasonably be expected to impair in any material respect the ability of each of Parent and Sub to perform its obligations under this Agreement or prevent or materially impede, interfere with, hinder or delay the consummation of any of the transactions contemplated by this Agreement.

Authority; Noncontravention. Each of Parent and Sub has Dissolving Corporation have all requisite corporate power and authority to execute and deliver enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by Parent and the consummation by Parent of the transactions contemplated by this Agreement has been (or at Closing will have been been) duly authorized by all necessary corporate action on the part of Parent and Sub and no other corporate proceedings on the part of Parent or Sub are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement and the transactions contemplated hereby do not require approval of the holders of any shares of capital stock of Parent. This Agreement has been duly executed and delivered by each of Parent and Sub and, assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of Parent and Sub, as applicableParent, enforceable against Parent and Sub, as applicable, in accordance with its terms, subject to bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies. The execution and delivery of this Agreement do does not, and the consummation of the Merger and the other transactions contemplated by this Agreement and compliance with the provisions of this 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, or result in, 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 in or lien upon any of the properties or other assets of Parent or Sub under any of its subsidiaries under, (xi) the Restated Certificate Articles of Incorporation or By-laws bylaws of Parent or the Certificate comparable charter or organizational documents of Incorporation or By-laws any other subsidiary of SubParent, (yii) any Contract loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to which Parent, or any subsidiary of Parent or Sub is a party or any of their respective properties or other assets is subjectassets, in any way that would prevent, materially impede or materially delay the consummation by Parent of the Merger (including the payments required to be made pursuant to Article II) or the other transactions contemplated hereby or (ziii) subject to the governmental filings and other matters referred to in the following sentence, any (A) judgment, order, decree, statute, law, ordinance, rule rule, regulation or regulation arbitration award applicable to Parent or Sub any subsidiary of Parent or their respective properties or assets, other assets or (B) order, writ, injunction, decree, judgment or stipulationthan, in each the case applicable of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or liens that individually or in the aggregate could not have a material adverse effect with respect to Parent or Sub or their respective properties or other assets, and in each case, in any way that would could not prevent, materially impede hinder or materially delay the consummation by ability of Parent of to consummate the Merger (including the payments required to be made pursuant to Article II) or the other transactions contemplated herebyby this Agreement. No material consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, or notice to, any Governmental Entity is required by or with respect to Parent or Sub any subsidiary of Parent in connection with the execution and delivery of this Agreement by Parent and Sub or the consummation by Parent and Sub Parent, as the case may be, of any of the Merger or the other transactions contemplated by this Agreement, except for (1) the filing of a premerger notification and report form by Parent under 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 and (2) the filing of the Certificate Articles of Merger with the Secretary Secretaries of State of Nevada and Florida, as required, and such other consents, approvals, orders, authorizations, registrations, declarations, filings or notices as may be required under the State "blue sky" laws of Delawarevarious states.

Authority; Noncontravention. Each of Parent and Sub The Company has all the requisite corporate power and authority to execute and deliver enter into this Agreement and and, except for any required approval by the Company's shareholders in connection with the consummation of 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 Parent and Sub and no other corporate proceedings on the part of Parent or Sub are necessary to authorize this Agreement or to consummate Company, except for any required approval by the transactions contemplated hereby. This Agreement and Company's shareholders in connection with the transactions contemplated hereby do not require approval consummation of the holders of any shares of capital stock of ParentMerger. This Agreement has been duly executed and delivered by each the Company and, assuming this Agreement constitutes a valid and binding agreement of Parent and Sub and, assuming the due authorization, execution and delivery by the CompanyMerger Subsidiary, constitutes a legal, valid and binding obligation of Parent and Sub, as applicablethe Company, enforceable against Parent and Sub, as applicable, the Company in accordance with its terms, subject except to the extent that enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium, reorganization moratorium or similar other laws affecting the enforcement of creditors' rights of creditors generally and by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law. Except as set forth in Section 4.1(d) of the availability of equitable remedies. The Disclosure Schedule, the execution and delivery of this Agreement do does not, and the consummation of the Merger and the other transactions contemplated by this Agreement and compliance 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, or result in, 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 in or upon any of the properties or other assets of Parent the Company or Sub under any of its subsidiaries under, (xi) the Restated Certificate of Incorporation or By-laws of Parent or the Certificate of Incorporation or By-laws Laws of Subthe Company or the comparable charter or organizational documents of any of its subsidiaries, (yii) any Contract loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to which Parent or Sub is a party the Company or any of its subsidiaries or their respective properties or other assets is subject, in any way that would prevent, materially impede or materially delay the consummation by Parent of the Merger (including the payments required to be made pursuant to Article II) or the other transactions contemplated hereby or (ziii) subject to the governmental filings and other matters referred to in the following sentence, any (A) judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Parent the Company or Sub any of its subsidiaries or their respective properties or assets other assets than, in the case of clause (ii) or (iii) above, any such conflicts, violations, defaults, rights or Liens that individually or in the aggregate could not reasonably be expected to (A) have a Material Adverse Effect, (B) order, writ, injunction, decree, judgment impair the ability of the Company to perform its obligations under this Agreement or stipulation, in each case applicable to Parent or Sub or their respective properties or other assets, and in each case, in any way that would prevent, materially impede (C) prevent or materially delay the consummation by Parent of any of the Merger (including the payments required to be made pursuant to Article II) or the other transactions contemplated herebyby this Agreement. No material consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing withwith or exemption by (collectively, "Consents") any Governmental Entity is required by federal, state or with respect to Parent or Sub in connection with the execution and delivery of this Agreement by Parent and Sub or the consummation by Parent and Sub of the Merger or the other transactions contemplated by this Agreement, except for (1) the filing of a premerger notification and report form by Parent under the HSR Act and the receipt, termination or expiration, as applicable, of approvals or waiting periods required under the HSR Act local government or any other applicable competitioncourt, merger control, antitrust or similar law or regulation and (2) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware.administrative or

Authority; Noncontravention. Each of Parent and Sub The Company has all requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated by this Agreement, subject only to, in the case of the Merger, the 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 Parent and Sub and no other corporate proceedings on the part of Parent or Sub are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement and Company, subject, in the transactions contemplated hereby do not require approval case of the holders Merger, to receipt of any shares of capital stock of Parentthe Shareholder Approval). This Agreement has been duly executed and delivered by each of Parent and Sub the Company and, assuming the due authorization, execution and delivery by each of the Companyother parties hereto, constitutes a legal, valid and binding obligation of Parent and Sub, as applicablethe Company, enforceable against Parent and Sub, as applicable, the Company in accordance with its terms, subject subject, as to enforceability, to bankruptcy, insolvency, moratoriumreorganization, reorganization moratorium and other Laws of general applicability relating to or similar laws affecting creditors’ rights and to general equity principles. The Company Board, at a meeting duly called and held, duly adopted resolutions (i) approving this Agreement, the rights of creditors generally Merger and the availability other transactions contemplated by this Agreement, (ii) directing that the adoption of equitable remediesthis Agreement be submitted to a vote at a meeting of the shareholders of the Company and (iii) recommending that the shareholders of the Company adopt this Agreement, which resolutions have not been heretofore rescinded, modified or withdrawn in any way except as permitted under Section 4.02(b). The execution and delivery by the Company of this Agreement do not, and the consummation of the Merger and the other transactions contemplated by this Agreement and compliance 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, or result in, 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 in or upon any of the properties or other assets of Parent the Company or Sub under any of its Subsidiaries under, any provision of (xi) the Restated Certificate of Incorporation or Company Articles, the Company By-laws of Parent or the Certificate comparable organizational documents of Incorporation or By-laws of Sub, (y) any Contract to which Parent or Sub is a party or any of their respective properties or other assets is subject, in any way that would prevent, materially impede or materially delay the consummation by Parent of the Merger (including the payments required to be made pursuant to Article II) or the other transactions contemplated hereby its Subsidiaries or (zii) subject to the governmental filings and other matters referred to in the following sentence, any (A) any contract, lease, indenture, note, bond or other agreement that is in full force and effect (a “Contract”) to which the Company or any of its Subsidiaries is a party or by which any of their respective properties or assets are bound or (B) assuming the consents, approvals and authorizations referred to below are duly and timely made or obtained, any statute, law, ordinance, rule or regulation applicable to Parent of any Governmental Entity (“Law”) or Sub any judgment, order or decree of any Governmental Entity (“Judgment”), in each case binding on the Company or any of its Subsidiaries or their respective properties or assets, other assets or (B) order, writ, injunction, decree, judgment or stipulationthan, in each the case applicable to Parent of clause (ii) above, any such conflicts, violations, defaults, rights, losses or Sub Liens that, individually or their respective properties or other assetsin the aggregate, and in each case, in any way that would prevent, materially impede or materially delay the consummation by Parent of the Merger (including the payments required to be made pursuant to Article II) or the other transactions contemplated herebynot have a Material Adverse Effect. No material consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, or notice to, any federal, state, local or foreign government, any court, any administrative, regulatory (including any stock exchange) or other governmental agency, commission or authority (each, a “Governmental Entity Entity”) is required to be obtained or made by or with respect to Parent the Company or Sub any of its Subsidiaries in connection with the execution and delivery of this Agreement by Parent and Sub the Company or the consummation by Parent and Sub the Company of the Merger or the other transactions contemplated by this Agreement, except for (1i) the filing of a premerger notification and report form by Parent the Company under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act Act”), and the filings and receipt, termination or expiration, as applicable, of such other approvals or waiting periods as may be required under the HSR Act or any other applicable competition, merger control, antitrust or similar law Law, (ii) the filing with the Securities and Exchange Commission (the “SEC”) of (A) a proxy statement relating to the approval by the shareholders of the Company of this Agreement (as amended or regulation supplemented from time to time, the “Proxy Statement”) and (2B) 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, (iii) the filing of the Certificate Articles of Merger with the Secretary Department of State of the State Commonwealth of DelawarePennsylvania 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 National Market 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, would not have a Material Adverse Effect.

Authority; Noncontravention. Each of Parent and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by each of Parent and Merger Sub and the consummation by Parent and Merger Sub of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Parent and Merger Sub and no other corporate proceedings on the part of Parent and Merger Sub are necessary to approve this AgreementAgreement or to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by each of Parent and Merger Sub and, assuming the due authorization, execution and delivery hereof by the Company, constitutes a valid and binding obligation of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, subject to applicable bankruptcy, fraudulent transfer, reorganization, moratorium or other similar laws relating to creditors’ rights and general principles of equity. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of Parent and Sub and no other corporate proceedings on the part of Parent or Sub are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement and the transactions contemplated hereby do not require approval of the holders of any shares of capital stock of Parent. This Agreement has been duly executed and delivered by each of Parent and Sub and, assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of Parent and Sub, as applicable, enforceable against Parent and Sub, as applicable, in accordance with its terms, subject to bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies. 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 with the provisions of this Agreement hereof 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, or both) under, or give rise to a right of, or result in, termination, cancellation or acceleration of any obligation under, or to the loss increased, additional, accelerated or guaranteed rights or entitlements of a benefit any Person under, or result in the creation of any Lien in or upon any of the properties or other assets of Parent or Sub under any of its Subsidiaries under, any provision of (xi) the Restated Certificate of Incorporation charter or By-laws organizational documents of Parent or the Certificate of Incorporation or By-laws of Merger Sub, (yii) any Contract to which Parent or Sub any of its Subsidiaries is a party or any of their respective properties or other assets is subject, in subject or otherwise under which Parent or any way that would prevent, materially impede of its Subsidiaries have rights or materially delay the consummation by Parent of the Merger (including the payments required to be made pursuant to Article II) or the other transactions contemplated hereby benefits or (ziii) subject to the governmental filings and other matters referred to in the following sentence, any (A) statute, law, ordinance, rule or regulation applicable to Parent or Sub or their respective properties or other assets or (B) orderjudgment, writ, injunction, order or decree, judgment or stipulation, in each case applicable to Parent or Merger Sub or their respective properties or other assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations, breaches, defaults, rights, losses or Liens that individually and in each case, in any way that the aggregate would prevent, not reasonably be expected to prevent or materially impede or materially delay the consummation by Parent of the Merger (including the payments required to be made pursuant to Article II) or the other transactions contemplated herebyMerger. No material consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any Governmental Entity Entity, or termination or expiration of any waiting period under applicable law, is required by or with respect to Parent or Merger Sub in connection with the execution and delivery of this Agreement by Parent and Merger Sub or the consummation by Parent and Merger Sub of the Merger or the other transactions contemplated by this Agreementhereby or compliance with the provisions hereof, except for (1) the filing of a premerger notification consents, approvals, authorizations, clearances, compliance with and report form by Parent filings under the HSR Act and all other applicable antitrust or competition laws of foreign jurisdictions, (2) the receiptfiling with, termination or expirationfurnishing to, as applicable, the SEC of approvals or waiting periods required such reports under the HSR Exchange Act or any as may be required in connection with this Agreement, the Merger and the other applicable competitiontransactions contemplated hereby, merger control, antitrust or similar law or regulation and (23) the filing of the Certificate of Merger with the Secretary NY Dept. of State 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) such other consents, approvals, orders, authorizations, registrations, declarations and filings listed in Section 3.2(c) of the State Parent Disclosure Letter, and (5) such other consents, approvals, orders and authorizations of, and registrations, declarations and filings (including those with foreign Governmental Entities) the failure of Delawarewhich to be obtained or made has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

Authority; Noncontravention. Each of Parent and Sub The Investor has all requisite corporate necessary power and authority to execute and deliver this Agreement and the other Transaction Documents, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated by this AgreementTransactions. The execution execution, delivery and delivery performance by the Investor of this Agreement and the other Transaction Documents and the consummation by the Investor of the transactions contemplated by this Agreement Transactions have been duly authorized and approved by all necessary corporate action on the part of Parent and Sub the Investor, and no further action, approval or authorization by any of its stockholders, partners, members or other corporate proceedings on equity owners, as the part of Parent or Sub are case may be, is necessary to authorize the execution, delivery and performance by the Investor of this Agreement or to consummate the transactions contemplated hereby. This Agreement and the transactions contemplated hereby do not require approval other Transaction Documents and the consummation by the Investor of the holders of any shares of capital stock of ParentTransactions. This Agreement has been and at the Closing, the other Transaction Documents will be, duly executed and delivered by each of Parent and Sub the Investor and, assuming the due authorization, execution and delivery hereof or thereof, as applicable, by the Company, constitutes (or in the case of the other Transaction Documents, at the Closing will constitute) a legal, valid and binding obligation of Parent and Sub, as applicablethe Investor, enforceable against Parent and Sub, as applicable, it in accordance with its terms, subject to bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally Bankruptcy and the availability of equitable remediesEquity Exception. 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 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, 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 Parent or Sub under (x) the Restated Certificate of Incorporation or By-laws of Parent or the Certificate of Incorporation or By-laws of Sub, (y) any Contract to which Parent or Sub is a party or any of their respective properties or other assets is subject, in any way that would prevent, materially impede or materially delay the consummation by Parent of the Merger (including the payments required to be made pursuant to Article II) or the other transactions contemplated hereby or (z) subject to the governmental filings and other matters referred to in the following sentence, any (A) statute, law, ordinance, rule or regulation applicable to Parent or Sub or their respective properties or other assets or (B) order, writ, injunction, decree, judgment or stipulation, in each case applicable to Parent or Sub or their respective properties or other assets, and in each case, in any way that would prevent, materially impede or materially delay the consummation by Parent of the Merger (including the payments required to be made pursuant to Article II) or the other transactions contemplated hereby. No material 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 Parent or Sub in connection with Neither the execution and delivery of this Agreement by Parent and Sub or the consummation by Parent and Sub of the Merger or the other transactions contemplated Transaction Documents by this Agreementthe Investor, except for nor the consummation of the Transactions by the Investor, nor performance or compliance by the Investor with any of the terms or provisions hereof or thereof, will (1i) conflict with or violate any provision of the filing certificate or articles of a premerger notification incorporation, bylaws or other comparable charter or organizational documents of the Investor or (ii) assuming that the authorizations, consents and report form by Parent under approvals referred to in Section 4.03 are obtained prior to the HSR Act Closing Date and the receiptfilings referred to in Section 4.03 are made and any waiting periods with respect to such filings have terminated or expired prior to the Closing Date, termination (x) violate any Law or expirationJudgment applicable to the Investor or any of its Subsidiaries or (y) violate or constitute a default (or constitute an event which, with notice or lapse of time or both, would violate or constitute a default) under any of the terms, conditions or provisions of any Contract to which the Investor or any of its Subsidiaries is a party or accelerate the Investor’s or any of its Subsidiaries’, if applicable, obligations under any such Contract, except, in the case of clause (ii), as applicablewould not, of approvals individually or waiting periods required under in the HSR Act or any other applicable competitionaggregate, merger control, antitrust or similar law or regulation and (2) the filing of the Certificate of Merger with the Secretary of State of the State of Delawarereasonably be expected to have an Investor Material Adverse Effect.

Authority; Noncontravention. Each of Parent and Merger Sub has all requisite corporate power and authority to execute and deliver enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by Parent and Merger Sub and the consummation by 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 Parent and Sub and no other corporate proceedings on the part of Parent or Sub are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement and the transactions contemplated hereby do not require approval of the holders of any shares of capital stock of ParentMerger Sub, respectively. This Agreement has been duly executed and delivered by each of Parent and Sub Merger Sub, and, assuming the due authorization, execution and delivery by the Company, constitutes a the legal, valid and binding obligation of Parent and Sub, as applicable, Merger Sub enforceable against Parent and Sub, as applicable, Merger Sub in accordance with its terms, subject to except as the enforcement thereof may be limited by applicable bankruptcy, insolvency, moratoriumreorganization, reorganization moratorium or similar laws generally affecting the rights of creditors generally and the availability of equitable remediessubject to general equity principles. The execution and delivery of this Agreement do does not, and the consummation of the Merger and the other transactions contemplated by this Agreement and compliance with the provisions of this Agreement will not, (i) conflict withwith the Articles of Incorporation or By-laws of Parent, (ii) conflict with the Certificate of Incorporation or By-laws of Merger Sub, (iii) result in any breach, violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, of termination, cancellation or creation 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 Parent or Merger Sub under (x) the Restated Certificate of Incorporation any loan or By-laws of Parent credit agreement, note, bond, mortgage, indenture, lease or the Certificate of Incorporation other agreement, instrument, permit, concession, franchise, license or By-laws of Subsimilar authorization applicable to Parent, (y) any Contract to which Parent Merger Sub or Sub is a party or any of their respective properties or other assets is subjectassets, in any way that would prevent, materially impede or materially delay the consummation by Parent of the Merger (including the payments required to be made pursuant to Article II) or the other transactions contemplated hereby or (ziv) subject to the governmental filings and other matters referred to in the following sentence, conflict with or violate any (A) statutejudgment, laworder, ordinance, rule decree or regulation Law applicable to Parent or Parent, Merger Sub or their respective properties or assets, other assets or (B) order, writ, injunction, decree, judgment or stipulationthan, in each the case applicable of clauses (iii) and (iv), any such conflicts, violations, defaults, rights, losses or Liens that, individually or in the aggregate, would not reasonably be expected to have or result in a material adverse effect on Parent or Merger Sub or their respective properties or other assets, and in each case, in any way that would prevent, materially impede not prevent or materially delay the consummation by Parent of the Merger (including the payments required to be made pursuant to Article II) or the other transactions contemplated herebyby this Agreement. No material consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any Governmental Entity or third party is required by or with respect to Parent or Merger Sub in connection with the execution and delivery of this Agreement by Parent and Merger Sub or the consummation by Parent and Merger Sub of the Merger or the other transactions contemplated by this Agreementhereby, except for (1i) the filing with the SEC of a premerger notification and report form by Parent under 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 and Form S-4; (2ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware; and (iii) such consents, approvals, orders or authorizations the failure of which to be made or obtained, individually or in the aggregate, would not reasonably be expected to have or result in a material adverse effect on Parent or Merger Sub and would not prevent or materially delay consummation of the transactions contemplated by this Agreement.

Authority; Noncontravention. Each of Parent and Sub has all requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated by this Agreement, including the Merger. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement Agreement, including the Merger, have been duly authorized by all necessary corporate action on the part of each of Parent and Sub Sub, and no other corporate proceedings (including any shareholder action) on the part of Parent or Sub are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement and , including the transactions contemplated hereby do not require approval of the holders of any shares of capital stock of ParentMerger. This Agreement has been duly executed and delivered by each of Parent and Sub and, assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of each of Parent and Sub, as applicable, enforceable against each of Parent and Sub, as applicable, Sub in accordance with its terms, subject subject, as to enforceability, to bankruptcy, insolvency, moratoriumreorganization, reorganization moratorium and other Laws of general applicability relating to or similar laws affecting the creditors’ rights of creditors generally and the availability of equitable remediesto general equity principles. The execution and delivery of this Agreement do not, and the consummation of the Merger and the other transactions contemplated by this Agreement Agreement, including the Financing, and compliance with the provisions of this Agreement will not, 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, or result in, 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 in or upon any of the properties or other assets of Parent or Sub under under, any provision of (xi) the Restated Certificate certificate of Incorporation incorporation or Byby-laws of Parent or the Certificate articles of Incorporation incorporation or Byby-laws of Sub, (y) any Contract to which Parent or Sub is a party or any of their respective properties or other assets is subject, in any way that would prevent, materially impede or materially delay the consummation by Parent of the Merger (including the payments required to be made pursuant to Article II) or the other transactions contemplated hereby or (zii) subject to the governmental filings and other matters referred to in the following sentence, any (A) statute, law, ordinance, rule any Contract or regulation applicable Permit to which Parent or Sub is a party or by which any of their respective properties or other assets is bound or (B) order, writ, injunction, decree, judgment any Law or stipulationJudgment, in each case applicable to Parent or Sub or their respective properties or other assets, and in each caseother than, in the case of clause (ii) above, any way that such conflicts, violations, defaults, rights, losses or Liens that, individually or in the aggregate, would prevent, materially impede or materially delay the consummation by not have a Parent of the Merger (including the payments required to be made pursuant to Article II) or the other transactions contemplated herebyMaterial Adverse Effect. No material consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, or notice to, any Governmental Entity is required to be obtained or made by or with respect to Parent or Sub in connection with the execution and delivery of this Agreement by Parent and Sub or the consummation by Parent and Sub of the Merger or the other transactions contemplated by this Agreement, Agreement except for (1i) the filing of a premerger notification and report form by Parent and Sub under 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 the HSR Act or any other applicable competition, merger control, antitrust or similar law or regulation and Law, (2ii) the filing of the Certificate Articles of Merger with the Secretary Department of State of the State Commonwealth of DelawarePennsylvania and appropriate documents with the relevant authorities of other jurisdictions in which Parent or Sub is organized or qualified to do business and (iii) 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, would not reasonably be expected to have a Parent Material Adverse Effect.

Authority; Noncontravention. Each of Guarantor, Parent and Sub has all have the requisite corporate power and authority to execute and deliver this Agreement and, subject to the Parent Required Consents (as defined below), to consummate the transactions contemplated hereby and Parent has the requisite corporate power and authority to execute and deliver the Company Voting Agreement and to consummate the transactions contemplated by this Agreementthereby. The execution and delivery of this Agreement by Guarantor, Parent and Sub, the execution and delivery of the Company Voting Agreement by Parent and the consummation by Guarantor, Parent and Sub of the transactions contemplated by this Agreement hereby and thereby have been duly authorized by all necessary company or corporate action action, as applicable, on the part of Guarantor, Parent and Sub and no other corporate proceedings on the part of Guarantor, Parent or Sub are necessary to authorize approve this Agreement or the Company Voting Agreement or to consummate the transactions contemplated hereby. This Agreement and the transactions contemplated hereby do not require approval of the holders of any shares of capital stock of Parentor thereby. This Agreement has been duly executed and delivered by each of Guarantor, Parent and Sub and, assuming and the due authorization, execution Company Voting Agreement has been duly executed and delivery delivered by Parent and each of this Agreement and the Company, Company Voting Agreement constitutes a legal, the valid and binding obligation of Guarantor, Parent and Sub, as applicable, enforceable against Guarantor, Parent and Sub, as applicable, in accordance with its their terms, subject to bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies. The execution and delivery of this Agreement do not, and the Company Voting Agreement and the consummation of the Merger and the other transactions contemplated by this Agreement hereby and thereby and compliance with the provisions of this Agreement and the Company Voting 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, or both) under, or give rise to a right of, or result in, termination, cancellation cancelation or acceleration of any obligation or to the loss of a material benefit under, or result in the creation of any Lien in or upon any of the properties or other assets of Guarantor, Parent or Sub under under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, any provision of (xi) the Restated Certificate of Incorporation or By-laws of Parent or the Certificate of Incorporation or By-laws of SubSub or equivalent organizational documents of Guarantor or Parent, (yii) any Contract applicable to which Parent Guarantor, Parent, Sub or Sub is a party their respective subsidiaries or any of their respective properties or other assets is subject, in any way that would prevent, materially impede or materially delay the consummation by Parent of the Merger (including the payments required to be made pursuant to Article II) or the other transactions contemplated hereby or (ziii) subject to obtaining the governmental filings Parent Required Consents and other matters referred to in the following sentence, any (A) statute, law, ordinance, rule or regulation applicable to Parent or Sub or their respective properties or other assets Applicable Law or (B) order, writ, injunction, decree, judgment or stipulationJudgment, in each case applicable to Parent Guarantor, Parent, Sub or Sub their respective subsidiaries or their respective properties or other assets, and in each caseother than, in the case of clauses (ii) and (iii), any way such conflicts, violations, defaults, rights, losses or Liens that individually or in the aggregate would prevent, not reasonably be expected to prevent or materially impede or materially delay the consummation by Parent of the Merger (including the payments required to be made pursuant to Article II) or the other transactions contemplated hereby. No material consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, or notice to, any Governmental Entity is required by or with respect to Guarantor, Parent or Sub or their respective subsidiaries in connection with the execution and delivery of this Agreement by Parent and Sub the Company Voting Agreement or the consummation by Guarantor, Parent and Sub of the Merger transactions contemplated hereby and thereby or the other transactions contemplated by compliance with the provisions of this Agreement and the Company Voting Agreement, except for (1) the filing of a premerger notification and report form by Parent under the HSR Act and the receipt, termination or expiration, as applicable, of such other approvals or waiting periods required under the HSR Act or any other applicable competition, merger control, antitrust or similar law or regulation regulation, including, if the Company has completed its acquisition of Azurix North America Corp. and Azurix Industrials Corp. prior to the Closing, the competition, merger control, antitrust or similar laws and regulations of Canada or the Investment Canada Act, if applicable, (2) the filing with, or furnishing to, the SEC of such reports under the Exchange Act as may be required in connection with this Agreement, the Company Voting Agreement, the Merger and the other transactions contemplated hereby and thereby, (3) the filing of the Certificate of Merger with the Secretary of State of the State of DelawareDelaware and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business, (4) such consents, approvals, orders, authorizations, registrations, declarations, filings and notices required under Applicable Laws and Judgments of any PUC, (5) such consents, approvals, orders, authorizations, registrations, declarations, filings and notices required under the Applicable Laws and Judgments of any Health Agency, (6) such consents, approvals, orders, authorizations, registrations, declarations, filings and notices required to be obtained from or made to any Governmental Entity due solely to any acquisition of any business or person by the Company or any of its subsidiaries following the date of this Agreement and (7) 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 would not impair in any material respect the ability of Guarantor, Parent or Sub to perform its obligations under this Agreement or prevent or materially impede or delay the consummation of the transactions contemplated by this Agreement. Consents, approvals, orders, authorizations, registrations, declarations, filings and notices described (i) in the foregoing clause (4) that are required to be obtained or made by Guarantor, Parent or Sub or any of their respective subsidiaries and (ii) in the foregoing clause (5) the failure of which to obtain or make would impair in any material respect the ability of Guarantor, Parent or Sub to perform its obligations under this Agreement or prevent or materially impede or delay the consummation of the transactions contemplated by this Agreement, are hereinafter referred to as the "Parent Required Consents." No consent, approval, order, authorization, registration, declaration, filing or notice the failure of which to obtain or make would prevent or materially impede or delay the consummation of the transactions contemplated by this Agreement with any non-U.S. Governmental Entity is required to be made or obtained by Guarantor, Parent or Sub or any of their respective subsidiaries in connection with the execution and delivery of this Agreement and the Company Voting Agreement or the consummation by Guarantor, Parent and Sub of the transactions contemplated hereby and thereby or the compliance with the provisions of this Agreement and the Company Voting Agreement, except for such consents, approvals, orders, authorizations, registrations, declarations, filings or notices (x) required as a result of a change in Applicable Law after the date of this Agreement or (y) required to be obtained from or made to any Governmental Entity due solely to any acquisition of a business or person by the Company or any of its subsidiaries following the date of this Agreement. To the knowledge of Guarantor and Parent, as of the date of this Agreement, there exists no state of facts, condition, event or circumstance which would materially adversely affect Parent's ability to obtain the Parent Required Consents in a reasonably timely manner.

Authority; Noncontravention. Each of Parent and Sub has all the requisite corporate --------------------------- power and authority to execute and deliver this Agreement and to consummate the transactions contemplated by enter into this Agreement. The execution and delivery of this Agreement by Parent and the consummation by Parent of the transactions contemplated by this Agreement hereby have been duly authorized by all necessary corporate action on the part its Board of Parent and Sub Directors, and no other corporate proceedings on the part of Parent or Sub are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement and the transactions contemplated hereby do not require approval of the holders of any shares of capital stock of Parent. This Agreement has been duly executed and delivered by each of Parent and Sub and, assuming the due authorization, execution this Agreement constitutes a valid and delivery by the binding agreement of Company, constitutes a legal, valid and binding obligation of Parent and Sub, as applicableParent, enforceable against Parent and Sub, as applicable, it in accordance with its terms, subject to applicable bankruptcy, insolvency, moratoriumfraudulent conveyance, reorganization or reorganization, moratorium and similar laws affecting the creditors' rights of creditors and remedies generally and the availability to general principles of equitable remediesequity. The execution and delivery of this Agreement do not, and the consummation of the Merger and the other transactions contemplated by this Agreement hereby and compliance with the provisions of this Agreement will notnot (i) conflict with any of the provisions of the certificate of incorporation or bylaws of Parent, as amended to the date of this Agreement, (ii) subject to the governmental filings and other matters referred to in the next 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 material obligation, a right of, or result in, 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 in or upon person under, any of the properties indenture, or other assets of Parent agreement, permit, concession, franchise, license or Sub under (x) the Restated Certificate of Incorporation similar instrument or By-laws of Parent or the Certificate of Incorporation or By-laws of Sub, (y) any Contract undertaking to which Parent or Sub is a party or by which Parent or any of their respective properties or other its assets is subjectbound or affected, in any way that would prevent, materially impede or materially delay the consummation by Parent of the Merger (including the payments required to be made pursuant to Article II) or the other transactions contemplated hereby or (ziii) subject to the governmental filings and other matters referred to in the next following sentence, contravene any (A) statute, law, ordinance, rule or regulation applicable to Parent regulation, or Sub or their respective properties or other assets or (B) any order, writ, judgment, injunction, decree, judgment determination or stipulationaward currently in effect, which, in each the case applicable of clauses (ii) and (iii) above, could reasonably be expected to Parent have, individually or Sub or their respective properties or other assetsin the aggregate, and in each case, in any way that would prevent, materially impede or materially delay the consummation by Parent of the Merger (including the payments required to be made pursuant to Article II) or the other transactions contemplated herebya Material Adverse Effect on Parent. No material consent, approval, order approval or authorization of, action by or in respect of, or registration, declaration or filing with, or notice to, any Governmental Entity which has not been received or made is required by or with respect to Parent or Sub in connection with the execution and delivery of this Agreement by Parent and Sub or the consummation by Parent and Sub of any of the Merger or the other transactions contemplated by this Agreementhereby, except for (1i) the filing of a premerger notification and report form by Parent forms under the HSR Act and the receipt, termination or expiration, as applicable, of approvals or waiting periods required under the HSR Act or (ii) any other applicable competitionconsents, merger controlapprovals, antitrust authorizations, filings or similar law notices the failure to make or regulation and (2) obtain which could not reasonably be expected to have, individually or in the filing of the Certificate of Merger with the Secretary of State of the State of Delawareaggregate, a Material Adverse Effect on Parent.

Authority; Noncontravention. Each of Parent and Sub The Investor has all requisite corporate power --------------------------- and authority to execute and deliver enter into this Agreement and to consummate the transactions contemplated by this Agreementhereby. The execution and delivery of this Agreement by the Investor and the consummation by the Investor of the transactions contemplated by this Agreement hereby have been duly authorized by all necessary corporate partnership action on the part of Parent and Sub and no other corporate proceedings on the part of Parent or Sub are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement and the transactions contemplated hereby do not require approval of the holders of any shares of capital stock of ParentInvestor. This Agreement has been duly executed and delivered by each of Parent the Investor and Sub and, assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of Parent and Sub, as applicablethe Investor, enforceable against Parent and Sub, as applicable, the Investor in accordance with its terms, subject to bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies. The execution and delivery of this Agreement do not, and the consummation of the Merger and the other transactions contemplated by this Agreement hereby and compliance with the provisions of this Agreement terms hereof will not, conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, time or both) under, under (i) organizational documents of the Investor or give rise to a right of, or result in, termination, cancellation or acceleration (ii) any provision of any obligation trust agreement, loan or to the loss of a benefit undercredit agreement, or result in the creation of any Lien in or upon any of the properties note, bond, mortgage, indenture, lease or other assets of Parent or Sub under (x) the Restated Certificate of Incorporation or By-laws of Parent or the Certificate of Incorporation or By-laws of Subagreement, (y) any Contract to which Parent or Sub is a party or any of their respective properties or other assets is subjectinstrument, in any way that would preventpermit, materially impede or materially delay the consummation by Parent of the Merger (including the payments required to be made pursuant to Article II) or the other transactions contemplated hereby or (z) subject to the governmental filings and other matters referred to in the following sentenceconcession, any (A) franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Parent the Investor or Sub to the Investor's property or their respective properties or assets, other assets or (B) order, writ, injunction, decree, judgment or stipulationthan, in each the case applicable to Parent of clause (ii), any such conflicts, violations, defaults, rights or Sub liens that individually or their respective properties or other assets, and in each case, in any way that the aggregate would prevent, materially impede or materially delay not prevent the consummation by Parent of any of the Merger (including the payments required to be made pursuant to Article II) or the other transactions contemplated herebyby this Agreement. No material consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any federal, state or local government or any court, administrative or regulatory agency or commission or other governmental authority or agency, domestic or foreign (a "Governmental Entity Entity"), is required by or with respect to Parent or Sub the Investor in connection with the execution and delivery of this Agreement by Parent and Sub or the consummation by Parent and Sub the Investor of the Merger or the other transactions contemplated by this Agreement, except for (1) the filing with the Securities and Exchange Commission of a premerger notification such reports under Sections 13(d) and report form by Parent under 16(a) of the HSR Securities Exchange Act of 1934, as amended (the "Exchange Act") as may be required in connection with this Agreement 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 transactions contemplated by this Agreement and (2) such other consents, approvals, orders, authorizations, registrations, declarations and filings as would not individually or in the filing aggregate prevent the consummation of any of the Certificate of Merger with the Secretary of State of the State of Delawaretransactions contemplated by this Agreement.

Authority; Noncontravention. Each of Parent and Merger Sub has all requisite corporate power and authority to execute and deliver enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by Merger Sub and the consummation by it of the transactions contemplated by this Agreement Agreement, have been duly authorized by all necessary corporate action on the part of Parent and Sub and no other corporate proceedings on the part of Parent or Sub are Merger Sub, including all necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement and the transactions contemplated hereby do not require approval of the holders of any shares of capital stock of Parentstockholder approval. This Agreement has been duly executed and delivered by each of Parent and Sub Merger Sub, and, assuming this Agreement constitutes the due authorization, execution valid and delivery by the Companybinding agreement of Chancellor and Capstar, constitutes a legal, valid and binding obligation of Parent and Sub, as applicable, Merger Sub enforceable against Parent and Sub, as applicable, it in accordance with its terms, subject to terms except that the enforcement thereof may be limited by (a) bankruptcy, insolvency, moratoriumreorganization, reorganization moratorium or similar laws affecting the now or hereafter in effect relating to creditor's rights of creditors generally and the availability (b) general principles of equitable remediesequity (regardless of whether enforceability is considered in a proceeding at law or in equity). 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 with the provisions of this Agreement will not, (i) 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, 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 provisions of Parent or Sub under (x) the Restated Certificate of Incorporation or By-laws of Parent or the Certificate of Incorporation or By-laws Bylaws of Merger Sub, (y) any Contract to which Parent or Sub is a party or any of their respective properties or other assets is subject, in any way that would prevent, materially impede or materially delay the consummation by Parent of the Merger (including the payments required to be made pursuant to Article II) or the other transactions contemplated hereby or (zii) subject to the governmental filings and other matters referred to in the following sentence, contravene any (A) statute, law, ordinance, rule or regulation applicable to Parent of any state or Sub of the United States or their respective properties any political subdivision thereof or other assets therein, or (B) any order, writ, judgment, injunction, decree, judgment determination or stipulation, award currently in each case applicable to Parent or Sub or their respective properties or other assets, and in each case, in any way that would prevent, materially impede or materially delay the consummation by Parent of the Merger (including the payments required to be made pursuant to Article II) or the other transactions contemplated herebyeffect. No material consent, approval, order approval or authorization of, action by or in respect of, or registration, declaration or filing with, or notice to, any Governmental Entity which has not been received or made is required by or with respect to Parent or Merger Sub in connection with the execution and delivery of this Agreement by Parent and Sub it or the consummation by Parent and Sub of the Merger or the other transactions contemplated by this Agreement, except for (1) the filing of a premerger notification and report form by Parent under 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 and (2) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware.the

Authority; Noncontravention. Each of Parent and Sub Partners has all requisite corporate power and authority to execute and deliver enter into this Agreement and and, subject, in the case of the Amalgamation, to the Partners Stockholder Approval (as defined in Section 3.1(k)) to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by Partners and the consummation by Partners of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of Parent and Sub and no other corporate proceedings on Partners, subject, in the part of Parent or Sub are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement and the transactions contemplated hereby do not require approval case of the holders of any shares of capital stock of ParentAmalgamation, to the Partners Stockholder Approval. This Agreement has been duly executed and delivered by each of Parent and Sub Partners and, assuming the due authorization, execution and delivery by the CompanyNTL and Sub, constitutes a the legal, valid and binding obligation of Parent and Sub, as applicablePartners, enforceable against Parent and Sub, as applicable, Partners in accordance with its terms, subject to bankruptcy, insolvency, moratorium, reorganization or except as such enforceability may be limited by applicable bankruptcy and similar laws affecting or by general principles of equity (whether considered in a proceeding in equity or at law). Except as set forth in Section 3.1(d) of the rights of creditors generally and Partners Disclosure Schedule, the availability of equitable remedies. 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 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, or result in, of 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 Parent Partners or Sub under any of its subsidiaries under, (xi) the Restated Certificate memorandum of Incorporation association or Bybye-laws of Parent Partners or the Certificate comparable organizational documents of Incorporation or By-laws any of Subits subsidiaries, (yii) any Contract loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise, license or similar authorization applicable to which Parent or Sub is a party Partners or any of its subsidiaries or their respective properties or other assets is subject, in any way that would prevent, materially impede or materially delay the consummation by Parent of the Merger (including the payments required to be made pursuant to Article II) or the other transactions contemplated hereby or (ziii) subject to the governmental filings and other matters referred to in the following sentence, any (A) judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Parent Partners or Sub any of its subsidiaries or their respective properties or assets, other assets than, in the case of clauses (ii) and (iii), any such conflicts, violations, defaults, rights, losses or Liens that individually or in the aggregate would not (x) have a material adverse effect on Partners or (By) order, writ, injunction, decree, judgment or stipulation, in each case applicable reasonably be expected to Parent or Sub or their respective properties or other assets, and in each case, impair in any material way that would prevent, materially impede or materially delay the consummation by Parent ability of the Merger (including the payments required Partners to be made pursuant to Article II) or the other transactions contemplated herebyperform its obligations under this Agreement. No material 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 nongovernmental self-regulatory agency, commission or authority (a "Governmental Entity Entity") is required by or with respect to Parent Partners or Sub any of its subsidiaries in connection with the execution and delivery of this Agreement by Parent and Sub Partners or the consummation by Parent and Sub Partners of the Merger or the other transactions contemplated by this Agreement, except for (1) the filing with the SEC of (A) a premerger notification proxy statement relating to the Partners Stockholders Meeting (as defined in Section 5.1(b)) (such proxy statement, together with the proxy statement relating to the NTL Stockholders Meeting (as defined in Section 5.1(c)), in each case as amended or supplemented from time to time, the "Joint Proxy Statement"), and report form by Parent (B) such reports under the HSR Securities Exchange Act of 1934, as amended (the "Exchange Act"), as may be required in connection with this Agreement 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 and transactions contemplated by this Agreement; (2) the filing consent of the Certificate of Merger Minister in connection with the Secretary of State Amalgamation and the registration of the State Amalgamated Company with the Registrar of DelawareCompanies in Bermuda in accordance with the Companies Act, (3) such filings with Governmental Entities to satisfy the applicable requirements of state securities or "blue sky" laws; (4) receipt of the Required British Approvals (as defined); and (5) such consents, 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 Partners or (y) reasonably be expected to impair in any material way the ability of Partners to perform its obligations under this Agreement.

Authority; Noncontravention. Each of Parent and Sub has Merger Subsidiary have all requisite corporate power and authority to execute and deliver enter into this Agreement and and, subject to the Parent Stockholder Approval (as defined below), to consummate the transactions contemplated by this Agreement. The approval by the affirmative vote of the holders of a majority of the shares of Parent Common Stock represented and voting on a proposal to approve the issuance of shares of Parent Common Stock in the Merger (provided that the total vote cast on such proposal represents over 50% of the shares entitled to vote), as required by the New York Stock Exchange, is required to complete the Merger (the "Parent Stockholder Approval"). The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of Parent and Sub and no other corporate proceedings on the part of Parent or Sub are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement and the transactions contemplated hereby do not require approval of the holders of any shares of capital stock of ParentMerger Subsidiary. This Agreement has been duly executed and delivered by each of Parent and Sub Merger Subsidiary and, assuming the due authorization, execution this Agreement constitutes a valid and delivery by binding agreement of the Company, constitutes a legal, valid and binding obligation of Parent and Sub, as applicablesuch party, enforceable against Parent and Sub, as applicable, such party in accordance with its terms, subject to bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies. 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 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, or result in, of termination, cancellation cancellation, modification or acceleration of any obligation or to the a loss of a material benefit under, or result in the creation of any Lien in or upon any of the properties or other assets of Parent or Sub under any of its subsidiaries under, (xi) the Restated Certificate certificate of Incorporation incorporation or By-laws bylaws of Parent or the Certificate of Incorporation or By-laws of SubMerger Subsidiary, (yii) except as disclosed in Section 4.2(b) of the Parent's Disclosure Schedule, any Contract loan or credit agreement, note, bond, mortgage, indenture, lease or any other contract, agreement, instrument, permit, concession, franchise or license applicable to which Parent or Sub is a party Merger Subsidiary or any of their respective properties or other assets is subject, in any way that would prevent, materially impede or materially delay the consummation by Parent of the Merger (including the payments required to be made pursuant to Article II) or the other transactions contemplated hereby or (ziii) subject to the governmental filings and other matters referred to in the following sentence, any (A) judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Parent, Merger Subsidiary or any other subsidiary of Parent or Sub or their respective properties or assets, other assets than, in the case of clause (ii) or (B) orderiii), writany such conflicts, injunctionviolations, decreedefaults, judgment rights, losses or stipulation, Liens that individually or in each case applicable the aggregate would not impair the ability of Parent and Merger Subsidiary to Parent or Sub or perform their respective properties obligations under this Agreement or other assets, and in each case, in any way that would prevent, materially impede or materially delay prevent the consummation by Parent of any of the Merger (including the payments required to be made pursuant to Article II) or the other transactions contemplated herebyby this Agreement (a "Parent Material Adverse Effect"). No material consentOther than those Consents referred to in the Disclosure Schedule on the part of the Company, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, no Consent of any Governmental Entity is required by or with respect to Parent, Merger Subsidiary or any other subsidiary of Parent or Sub in connection with the execution and delivery of this Agreement by Parent and Sub or the consummation by Parent and Sub or Merger Subsidiary, as the case may be, of any of the Merger or the other transactions contemplated by this Agreement, except for (1i) the filing consents disclosed in Section 4.2(b) of a premerger notification and report form by the Parent under the HSR Act and the receiptDisclosure Schedule, 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 and (2ii) the filing of the Certificate of Merger in accordance with the Secretary of State of CBCA and similar documents with the State of Delaware.relevant

Authority; Noncontravention. Each of Parent and Sub Bethlehem has all requisite corporate power and authority to execute and deliver enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by Bethlehem and the consummation by Bethlehem of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of Parent and Sub and no other corporate proceedings on the part of Parent or Sub are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement and the transactions contemplated hereby do not require approval of the holders of any shares of capital stock of ParentBethlehem. This Agreement has been duly executed and delivered by each of Parent Bethlehem and Sub and, assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of Parent and Sub, as applicableBethlehem, enforceable against Parent and Sub, as applicable, Bethlehem in accordance with its terms, subject to bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies. 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 with the provisions of this Agreement by Bethlehem 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, or result in, of termination, cancellation cancelation or acceleration of any obligation or to the loss of a material benefit under, or result in the creation of any Lien in or upon any of the properties or other assets of Parent or Sub under Bethlehem under, (xi) the Restated Certificate of Incorporation or By-laws of Parent or the Certificate of Incorporation or By-laws of SubBethlehem, (yii) any Contract loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to which Parent Bethlehem or Sub is a party or any of their respective its properties or other assets is subject, in any way that would prevent, materially impede or materially delay the consummation by Parent of the Merger (including the payments required to be made pursuant to Article II) or the other transactions contemplated hereby or (ziii) subject to the governmental filings and other matters referred to in the following sentence, any (A) judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Parent Bethlehem or Sub or their respective its properties or assets, other assets than, in the case of clauses (ii) and (iii), any such conflicts, violations, defaults, rights, losses or Liens that individually or in the aggregate would not (x) have a material adverse effect on Bethlehem, (y) impair the ability of Bethlehem to perform its obligations under this Agreement in any material respect or (Bz) order, writ, injunction, decree, judgment or stipulation, in each case applicable to Parent or Sub or their respective properties or other assets, and in each case, in any way that would prevent, materially impede prevent or materially delay the consummation by Parent of any of the Merger (including the payments required to be made pursuant to Article II) or the other transactions contemplated herebyby this Agreement. No material 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 Parent or Sub Bethlehem in connection with the execution and delivery of this Agreement by Parent and Sub Bethlehem or the consummation by Parent and Sub Bethlehem of the Merger or the other transactions contemplated by this Agreement, except for (1) the filing of a premerger notification and report form by Parent Bethlehem under 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 and Act; (2) the filing with the SEC of the Form S-4 and such reports under Section 13(a), 13(d), 15(d) or 16(a) of the Exchange Act as may be required in connection with this Agreement; (3) the filing of the Certificate of Merger with the Delaware Secretary of State and appropriate documents with the relevant authorities of other states in which Bethlehem is qualified to do business; (4) such filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval necessitated by the Merger or the transactions contemplated by this Agreement; (5) such filings with and approvals of the State NYSE and the Chicago Stock Exchange (the "CSE") to permit the shares of DelawareBethlehem Common Stock that are to be issued in the Merger and under the Stock Plans to be listed on the NYSE and the CSE; and (6) such consents, approvals, orders, authorizations, registrations, declarations and filings the failure to make or obtain which would not reasonably be expected to have a material adverse effect on Bethlehem or impair the ability of Bethlehem to perform its obligations under this Agreement in any material respect.

Authority; Noncontravention. (i) Each of Parent and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and, in the case of Parent, the Voting Agreement and to consummate the transactions contemplated by this Agreement and the Voting Agreement. The execution and delivery of this Agreement and the Voting Agreement by Parent and the execution of this Agreement by Merger Sub and the consummation by Parent and Merger Sub of the transactions contemplated by this Agreement and the Voting Agreement, as applicable, have been duly authorized by all necessary corporate action on the part of Parent and Merger Sub and, assuming for purposes of determining the absence of a required vote of the stockholders of Parent the accuracy of the representations and warranties of the Company set forth in Section 3.01(c) and the compliance by the Company with its obligations under Section 4.01(a)(ii), no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement or the Voting Agreement or to consummate the transactions contemplated herebyby this Agreement or the Voting Agreement (other than the adoption of this Agreement by Parent in its capacity as sole stockholder of Merger Sub (which Parent shall cause to occur as soon as reasonably practicable following the execution of this Agreement)). This Each of this Agreement and the transactions contemplated hereby do not require approval of the holders of any shares of capital stock of Parent. This Voting Agreement has been duly executed and delivered by each of Parent and this Agreement has duly executed and delivered by Merger Sub and, assuming the due authorization, execution and delivery by the Companyother parties thereto, constitutes a legal, valid and binding obligation of Parent and Merger Sub, as applicable, enforceable against Parent and Merger Sub, as applicable, in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws Laws affecting the rights of creditors generally and the availability of equitable remedies. The execution and delivery remedies (regardless of this Agreement do not, and the consummation of the Merger and the other transactions contemplated by this Agreement and compliance with the provisions of this Agreement will not, conflict with, whether such enforceability is considered in a proceeding at equity 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, 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 Parent or Sub under (x) the Restated Certificate of Incorporation or By-laws of Parent or the Certificate of Incorporation or By-laws of Sub, (y) any Contract to which Parent or Sub is a party or any of their respective properties or other assets is subject, in any way that would prevent, materially impede or materially delay the consummation by Parent of the Merger (including the payments required to be made pursuant to Article II) or the other transactions contemplated hereby or (z) subject to the governmental filings and other matters referred to in the following sentence, any (A) statute, at law, ordinance, rule or regulation applicable to Parent or Sub or their respective properties or other assets or (B) order, writ, injunction, decree, judgment or stipulation, in each case applicable to Parent or Sub or their respective properties or other assets, and in each case, in any way that would prevent, materially impede or materially delay the consummation by Parent of the Merger (including the payments required to be made pursuant to Article II) or the other transactions contemplated hereby. No material 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 Parent or Sub in connection with the execution and delivery of this Agreement by Parent and Sub or the consummation by Parent and Sub of the Merger or the other transactions contemplated by this Agreement, except for (1) the filing of a premerger notification and report form by Parent under 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 and (2) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware).

Authority; Noncontravention. Each of Parent and Sub The Company has all the requisite corporate power and authority to execute and deliver enter into this Agreement and and, except for any required approval by the Company's stockholders in connection with the consummation of 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 Parent and Sub and no other corporate proceedings on the part of Parent or Sub are necessary to authorize this Agreement or to consummate Company, except for any required approval by the transactions contemplated hereby. This Agreement and Company's stockholders in connection with the transactions contemplated hereby do not require approval consummation of the holders of any shares of capital stock of ParentMerger. This Agreement has been duly executed and delivered by each the Company and, assuming this Agreement constitutes a valid and binding agreement of Parent and Sub and, assuming the due authorization, execution and delivery by the CompanyMerger Subsidiary, constitutes a legal, valid and binding obligation of Parent and Sub, as applicablethe Company, enforceable against Parent and Sub, as applicable, the Company in accordance with its terms, subject except to the extent that enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium, reorganization moratorium or similar other laws affecting the enforcement of creditors' rights of creditors generally and the availability by general principles of equitable remediesequity, regardless of whether such enforceability in considered in a proceeding in equity or at law. The execution and delivery of this Agreement do does not, and the consummation of the Merger and the other transactions contemplated by this Agreement and compliance 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, or result in, 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 in or upon any of the properties or other assets of Parent the Company or Sub under any of its subsidiaries under, (xi) the Restated Certificate of Incorporation or By-laws of Parent or the Certificate of Incorporation or By-laws Laws of Subthe Company or the comparable charter or organizational documents of any of its subsidiaries, (yii) any Contract loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to which Parent or Sub is a party the Company or any of its subsidiaries or their respective properties or other assets is subject, in any way that would prevent, materially impede or materially delay the consummation by Parent of the Merger (including the payments required to be made pursuant to Article II) or the other transactions contemplated hereby or (ziii) subject to the governmental filings and other matters referred to in the following sentence, any (A) judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Parent the Company or Sub any of its subsidiaries or their respective properties or assets other assets than, in the case of clause (ii) or (iii) above, any such conflicts, violations, defaults, rights or Liens that individually or in the aggregate could not reasonably be expected to (A) have a Material Adverse Effect, (B) order, writ, injunction, decree, judgment impair the ability of the Company to perform its obligations under this Agreement or stipulation, in each case applicable to Parent or Sub or their respective properties or other assets, and in each case, in any way that would prevent, materially impede (C) prevent or materially delay the consummation by Parent of any of the Merger (including the payments required to be made pursuant to Article II) or the other transactions contemplated herebyby this Agreement. No material consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing withwith or exemption by (collectively, "Consents") any federal, state or local government or any court, administrative or regulatory agency or commission or other governmental authority or agency, domestic or foreign (a "Governmental Entity Entity"), is required by or with respect to Parent the Company or Sub any of its subsidiaries in connection with the execution and delivery of this Agreement by Parent and Sub the Company or the consummation by Parent and Sub the Company of the Merger or the other transactions contemplated by this Agreement, except for (1i) the filing of a certificate of merger in accordance with Delaware Law and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business, (ii) the filing of a premerger notification and report form by Parent the Company under the HSR Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended, and the receiptrules and regulations thereunder (the "HSR Act"), termination or expiration(iii) compliance with any applicable requirements of the Exchange Act, (iv) such notices, filings and consents as applicable, of approvals or waiting periods may be required under the HSR Act relevant state property transfer or any other applicable competitionenvironmental laws, merger control, antitrust or similar law or regulation and (2v) such other consents, approvals, orders, authorizations, registrations, declarations and filings as to which the filing failure to obtain or make could not reasonably be expected to (x) have a Material Adverse Effect or (y) prevent or materially delay the consummation of any of the Certificate of Merger with the Secretary of State of the State of Delawaretransactions contemplated by this Agreement.

Authority; Noncontravention. Each of Parent and Sub If such Stockholder is an entity, such Stockholder has all the requisite power (corporate power or other) and authority to execute and deliver this Agreement and to consummate the transactions contemplated by this Agreement. The If such Stockholder is an individual, such Stockholder has the requisite capacity to execute and deliver this Agreement and to consummate the transactions contemplated by this Agreement. If such Stockholder is an entity, the execution and delivery of this Agreement by such Stockholder and the consummation by such Stockholder of the transactions contemplated by this Agreement have been duly authorized by all necessary action (corporate action or other) on the part of Parent and Sub such Stockholder and no other proceedings (corporate proceedings or other) on the part of Parent or Sub such Stockholder are necessary to authorize approve this Agreement or to consummate the transactions contemplated hereby. This Agreement and the transactions contemplated hereby do not require approval of the holders of any shares of capital stock of Parentby this Agreement. This Agreement has been duly executed and delivered by each of Parent and Sub such Stockholder and, assuming the due authorization, execution and delivery by the Company, Parent and Sub, constitutes a legal, valid and binding obligation of Parent and Sub, as applicablesuch Stockholder, enforceable against Parent and Sub, as applicable, such Stockholder in accordance with its terms, subject to to: (a) applicable bankruptcy, insolvency, fraudulent transfer and conveyance, moratorium, reorganization or reorganization, receivership and similar laws relating to or affecting the enforcement of the rights and remedies of creditors generally and generally; (b) principles of equity which may limit the availability of equitable remediesremedies (regardless of whether considered and applied in a proceeding in equity or at law); and (c) an implied covenant of good faith and fair dealing. The execution and delivery of this Agreement do not, by such Stockholder and the consummation of the Merger and the other transactions contemplated by this Agreement hereby and compliance by such Stockholder with the provisions of this Agreement hereof 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, or both) under, or give rise to a right 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 Parent such Stockholder under, any provision of: (a) if such Stockholder is an entity, the certificate of incorporation or Sub under bylaws (xor similar organizational documents) the Restated Certificate of Incorporation or By-laws of Parent or the Certificate of Incorporation or By-laws of Sub, such Stockholder; (yb) any Contract to which Parent or Sub such Stockholder is a party or any of their respective properties or other assets is subject, in any way that would prevent, materially impede or materially delay the consummation by Parent of the Merger (including the payments required to be made pursuant to Article II) or the other transactions contemplated hereby ; or (zc) subject to the governmental filings and other matters referred to in the following sentence, any (Ai) statute, law, ordinance, rule or regulation applicable to Parent or Sub or their respective properties or other assets or (Bii) orderjudgment, writ, injunction, order or decree, judgment or stipulation, in each case applicable to Parent or Sub or their respective properties or other assets, and in each case, in applicable to such Stockholder or any way that would prevent, materially impede of such Stockholder's properties or materially delay assets. Except for the consummation by Parent filing of the Merger a Schedule 13D (including the payments required to be made pursuant to Article IIor amendment thereto) or the other transactions contemplated hereby. No material a Form 4 or 5 by such Stockholder, no consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any Governmental Entity or other individual, corporation, limited liability company, partnership, association, trust, unincorporated organization, other entity or group (each a "person") is required by or with respect to Parent or Sub such Stockholder in connection with the execution and delivery of this Agreement by Parent and Sub such Stockholder or the consummation by Parent and Sub such Stockholder of the Merger or the other transactions contemplated by this Agreement, except for (1) the filing of a premerger notification and report form by Parent under the HSR Act and the receipt, termination hereby 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 and (2) the filing of the Certificate of Merger compliance with the Secretary of State of the State of Delawareprovisions hereof.

Authority; Noncontravention. Each of Parent and Sub The Company has all the requisite corporate power and authority to execute and deliver enter into this Agreement and any Ancillary Agreements. The Company has the requisite corporate power and authority to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement and any Ancillary Agreements by the Company 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 Parent and Sub and no other corporate proceedings on the part of Parent or Sub are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement and the transactions contemplated hereby do not require approval of the holders of any shares of capital stock of ParentCompany. This Agreement has been duly executed and delivered by each of Parent and Sub the Company and, assuming this Agreement constitutes the due authorization, execution valid and delivery by the Companybinding agreement of Purchaser, constitutes a legal, valid and binding obligation of Parent and Sub, as applicablethe Company, enforceable against Parent and Sub, as applicable, the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, moratoriumfraudulent conveyance, reorganization or reorganization, moratorium and similar laws affecting the creditors' rights and remedies and to general principles of creditors generally and the availability equity (regardless of equitable remedieswhether enforceability is considered in a proceeding at law or in equity). The execution and delivery of this Agreement and any Ancillary Agreements do not, and the consummation of the Merger and the other transactions contemplated by this Agreement hereby and thereby and compliance with the provisions of this Agreement hereof and thereof will not, (a) conflict with any of the provisions of the charter documents or bylaws of the Company, (b) 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, or result inof first refusal, termination, cancellation or acceleration of any obligation (including to pay any sum of money) or to the loss of a benefit under, or require the consent of any person under, any indenture or other agreement, permit, concession, ground lease, franchise, license or similar instrument or undertaking to which the Company is a party or by which the Company or any of the assets of either entity are bound, result in the creation or imposition of a material Lien or other restriction or encumbrance on any Lien in or upon any material asset of the properties Company, which, singly or other assets of Parent or Sub under (x) in the Restated Certificate of Incorporation or By-laws of Parent or the Certificate of Incorporation or By-laws of Subaggregate, (y) any Contract to which Parent or Sub is would have a party or any of their respective properties or other assets is subjectCompany Material Adverse Effect, in any way that would prevent, materially impede or materially delay the consummation by Parent of the Merger (including the payments required to be made pursuant to Article II) or the other transactions contemplated hereby or (zc) subject to the governmental filings and other matters referred to in the following sentence, violate any (A) statute, domestic or foreign law, ordinance, rule or regulation applicable to Parent or Sub or their respective properties or other assets or (B) any order, writ, judgment, injunction, decree, judgment determination or stipulationaward currently in effect except for such violations, which, singly or in each case the aggregate, would only have an immaterial effect. Except as otherwise required by applicable to Parent state or Sub or their respective properties or other assetsfederal securities laws, and in each case, in any way that would prevent, materially impede or materially delay the consummation by Parent of the Merger (including the payments required to be made pursuant to Article II) or the other transactions contemplated hereby. No material no consent, approval, order approval or authorization of, action by or in respect of, or registration, declaration or filing with, or notice to, any domestic or foreign governmental agency or regulatory authority (a "Governmental Entity is required by or with respect to Parent or Sub in connection with the execution and delivery of this Agreement by Parent and Sub or the consummation by Parent and Sub of the Merger or the other transactions contemplated by this Agreement, except for (1Entity") the filing of a premerger notification and report form by Parent under 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 and (2) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware.or

Authority; Noncontravention. Each of Parent and Sub (a) The Investor has all requisite corporate necessary power and authority to execute and deliver this Agreement and the other Transaction Documents, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated by this AgreementTransactions. The execution execution, delivery and delivery performance by the Investor of this Agreement and the other Transaction Documents and the consummation by such Investor of the transactions contemplated by this Agreement Transactions have been duly authorized and approved by all necessary corporate action on the part of Parent and Sub such Investor, and no further action, approval or authorization by any of its stockholders, partners, members or other corporate proceedings on equity owners, as the part of Parent or Sub are case may be, is necessary to authorize the execution, delivery and performance by such Investor of this Agreement or to consummate the transactions contemplated hereby. This Agreement and the transactions contemplated hereby do not require approval other Transaction Documents and the consummation by the Investor of the holders of any shares of capital stock of ParentTransactions. This Agreement has been duly executed and delivered by each of Parent and Sub the Investor and, assuming the due authorization, execution and delivery hereof by the Company, constitutes a legal, valid and binding obligation of Parent and Sub, as applicablesuch Investor, enforceable against Parent and Sub, as applicable, it in accordance with its terms, subject to bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally Bankruptcy and the availability of equitable remediesEquity Exception. 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 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, 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 Parent or Sub under (x) the Restated Certificate of Incorporation or By-laws of Parent or the Certificate of Incorporation or By-laws of Sub, (y) any Contract to which Parent or Sub is a party or any of their respective properties or other assets is subject, in any way that would prevent, materially impede or materially delay the consummation by Parent of the Merger (including the payments required to be made pursuant to Article II) or the other transactions contemplated hereby or (z) subject to the governmental filings and other matters referred to in the following sentence, any (A) statute, law, ordinance, rule or regulation applicable to Parent or Sub or their respective properties or other assets or (B) order, writ, injunction, decree, judgment or stipulation, in each case applicable to Parent or Sub or their respective properties or other assets, and in each case, in any way that would prevent, materially impede or materially delay the consummation by Parent of the Merger (including the payments required to be made pursuant to Article II) or the other transactions contemplated hereby. No material 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 Parent or Sub in connection with Neither the execution and delivery of this Agreement by Parent and Sub or the consummation by Parent and Sub of the Merger or the other transactions contemplated Transaction Documents by this Agreementthe Investor, except for nor the consummation of the Transactions by the Investor, nor performance or compliance by the Investor with any of the terms or provisions hereof or thereof, will (1i) conflict with or violate any provision of the filing certificate or articles of a premerger notification incorporation, bylaws or other comparable charter or organizational documents of such Investor or (ii) assuming that the authorizations, consents and report form by Parent under approvals referred to in Section 4.03 are obtained prior to the HSR Act Closing Date and the receiptfilings referred to in Section 4.03 are made and any waiting periods with respect to such filings have terminated or expired prior to the Closing Date, termination (x) violate any Law or expirationJudgment applicable to the Investor or any of its Subsidiaries or (y) violate or constitute a default (or constitute an event which, with notice or lapse of time or both, would violate or constitute a default) under any of the terms, conditions or provisions of any Contract to which such Investor or any of its Subsidiaries is a party or accelerate such Investor’s or any of its Subsidiaries’, if applicable, obligations under any such Contract, except, in the case of clause (ii), as applicablewould not, of approvals individually or waiting periods required under in the HSR Act or any other applicable competitionaggregate, merger control, antitrust or similar law or regulation and (2) the filing of the Certificate of Merger with the Secretary of State of the State of Delawarereasonably be expected to have an Investor Material Adverse Effect.

Authority; Noncontravention. Each of Parent and Sub has all requisite corporate power and authority to execute and deliver enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by Parent and the consummation by Parent of the transactions contemplated by this Agreement have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of Parent and Sub and no other corporate proceedings on the part of Parent or Sub are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement and the transactions contemplated hereby do not require approval of the holders of any shares of capital stock of Parent. This Agreement has been duly executed and delivered by each of Parent and Sub and, assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of Parent and Sub, as applicableParent, enforceable against Parent and Sub, as applicable, in accordance with its terms, subject to bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies. The execution and delivery of this Agreement agreement do not, and the consummation of the Merger and the other transactions contemplated by this Agreement and compliance with the provisions of this 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, or result in, 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 in or lien upon any of the properties or other assets of Parent or Sub under (xi) the Restated Certificate articles of Incorporation incorporation or By-laws bylaws of Parent, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Parent or the Certificate of Incorporation or By-laws of Sub, (y) any Contract to which Parent or Sub is a party or any of their its respective properties or other assets is subjectassets, in any way that would prevent, materially impede or materially delay the consummation by Parent of the Merger (including the payments required to be made pursuant to Article II) or the other transactions contemplated hereby or (ziii) subject to the governmental filings and other matters referred to in the following sentence, any (A) judgment, order, decree, statute, law, ordinance, rule rule, regulation or regulation arbitration award applicable to Parent or Sub or their its respective properties or assets, other assets or (B) order, writ, injunction, decree, judgment or stipulationthan, in each the case applicable of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or liens that individually or in the aggregate could not have a material adverse effect with respect to Parent or Sub or their respective properties or other assets, and in each case, in any way that would could not prevent, materially impede hinder or materially delay the consummation by ability of Parent of to consummate the Merger (including the payments required to be made pursuant to Article II) or the other transactions contemplated herebyby this Agreement. No material consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, or notice to, any Governmental Entity is required by or with respect to Parent or Sub in connection with the execution and delivery of this Agreement by Parent and Sub or the consummation by Parent and Sub of any of the Merger or the other transactions contemplated by this Agreement, except for (1) the filing of a premerger notification and report form by Parent under 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 and (2) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware.