Common use of Authority; Noncontravention Clause in Contracts

Authority; Noncontravention. The Company has all requisite power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary action on the part of the Company. This Agreement has been duly executed and when delivered by the Company shall constitute a valid and binding obligation of the Company, enforceable against the Company and the selling shareholders, as applicable, in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to a loss of a material benefit under, or result in the creation of any lien upon any of the properties or assets of the Company under, (i) the Company’s articles of incorporation or bylaws, if any, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to the Company, its properties or assets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, regulation or arbitration award applicable to the Company, its properties or assets, other than, in the case 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 the Company or could not prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement.

Authority; Noncontravention. The Company has all the requisite corporate and other power and authority to enter into this Agreement and to consummate the transactions contemplated by this AgreementMerger. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of the Company. This Agreement has been duly executed and when delivered by the Company shall constitute and constitutes a valid and binding obligation of the Company, enforceable against the Company and the selling shareholders, as applicable, in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “"put” " right with respect to any obligation or to a loss of a material benefit under, or result in the creation of any lien upon any of the properties or assets of the Company under, (i) the Articles of Incorporation or Bylaws of the Company’s articles of incorporation or bylaws, if any, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to the Company, its properties or assets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, regulation or arbitration award applicable to the Company, its properties or assets. No consent, approval, order or authorization of, or registration, declaration or filing with, or notice to, any federal, state or local government or any court, administrative agency or commission or other thangovernmental authority, in the case of clauses agency, domestic or foreign (ii) and (iiia "Governmental Entity"), any such conflicts, breaches, violations, defaults, rights, losses is required by or liens that individually or in the aggregate could not have a material adverse effect with respect to the Company or could not prevent, hinder or materially delay in connection with the ability execution and delivery of this Agreement by the Company to consummate or the consummation by the Company of the transactions contemplated by hereby, except, with respect to this Agreement, for the filing of the Articles of Merger with the Secretary of State of Nevada.

Authority; Noncontravention. (i) The Company has all requisite necessary corporate power and authority to enter into execute and deliver this Agreement, the Registration Rights Agreement and the other Transaction Documents and to perform its respective obligations hereunder and thereunder and to consummate the transactions contemplated by this Agreementhereby and thereby (collectively, the “Transactions”). The execution execution, delivery and delivery of this Agreement performance by the Company of the Transaction Documents and the consummation by the Company of the transactions contemplated hereby Transactions, have been (or at Closing will have been) duly authorized and approved by all necessary its board of directors and no other corporate action on the part of the CompanyCompany is necessary to authorize the execution, delivery and performance by the Company of the Transaction Documents and the consummation of the Transactions. This The Agreement has been duly executed and when delivered by the Company shall constitute and, assuming due authorization, execution and delivery hereof by the Purchaser, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company and the selling shareholders, as applicable, in accordance with its terms, except as that such enforcement enforceability (i) may be limited by bankruptcy, insolvency or insolvency, fraudulent transfer, reorganization, moratorium and other similar laws Laws of general application affecting or relating to the enforcement of creditors’ rights generally or by and (ii) is subject to general principles of equity. The , whether considered in a proceeding at Law or in equity. (ii) Neither the execution and delivery of this Agreement do notby the Company, and nor the consummation by the Company of the transactions contemplated Transactions, nor compliance by this Agreement and compliance the Company with any of the terms or provisions hereof hereof, will not(i) conflict with or violate any provision of the certificate of incorporation or bylaws of the Company or (ii) (A) violate any Law, judgment, writ or injunction of any Governmental Authority applicable to the Company or any of its Subsidiaries or any of their respective properties or assets, or (B) violate, conflict with, or result in the loss of any breach or violation ofbenefit under, or constitute a default (or an event which, with or without notice or lapse of time, or both, would constitute a default) under, result in the termination of or give rise to a right of terminationtermination or cancellation under, cancellation or acceleration of or “put” right with respect to any obligation or to a loss of a material benefit underaccelerate the performance required by, or result in the creation of any lien Lien upon any of the respective properties or assets of the Company underor any of its Subsidiaries under any of the terms, conditions or provisions of any Contract or Company Permit to which the Company or its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected, except, in the case of clause (iB), for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations or Liens as, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect or impair in any material respect the ability of the Company to perform its obligations hereunder, or prevent or materially impede, interfere with, hinder or delay the consummation of the Transactions. (iii) the Company’s articles of incorporation As used in this Agreement, a “Contract” means a written or bylaws, if any, (ii) any oral loan or credit agreement, debenture, note, bond, mortgage, indenture, lease deed of trust, license, lease, contract or other agreement, instrumentinstrument or obligation, permit“Company Permits” means all licenses, concessionfranchises, franchise or license applicable to the Companypermits, its properties or assetscertificates, approvals and authorizations from Governmental Authorities, or (iii) subject required by Governmental Authorities to be obtained by the governmental filings Company and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, regulation or arbitration award applicable to the Company, each of its properties or assets, other thanSubsidiaries, in each case necessary for the case lawful conduct of clauses their respective businesses and “Lien” means all liens, pledges, charges, mortgages, encumbrances, transfer restrictions, adverse rights or claims and security interests of any kind or nature whatsoever (ii) including any restriction on the right to vote or transfer the same, except for such transfer restrictions of general applicability as may be provided under the Securities Act 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 the Company or could not prevent, hinder or materially delay the ability “blue sky” Laws of the Company to consummate various States of the transactions contemplated by this AgreementUnited States).

Authority; Noncontravention. The Company has all the requisite corporate and other power and authority to enter into this Agreement and to consummate the transactions contemplated by this AgreementMerger. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of the Company. This Agreement has been duly executed and when delivered by the Company shall constitute and constitutes a valid and binding obligation of the Company, enforceable against the Company and the selling shareholders, as applicable, in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “"put” " right with respect to any obligation or to a loss of a material benefit under, or result in the creation of any lien upon any of the properties or assets of the Company under, (i) the Articles of Incorporation or Bylaws of the Company’s articles of incorporation or bylaws, if any, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to the Company, its properties or assets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, regulation or arbitration award applicable to the Company, its properties or assets. No consent, approval, order or authorization of, or registration, declaration or filing with, or notice to, any federal, state or local government or any court, administrative agency or commission or other thangovernmental authority, in the case of clauses agency, domestic or foreign (ii) and (iiia "Governmental Entity"), any such conflicts, breaches, violations, defaults, rights, losses is required by or liens that individually or in the aggregate could not have a material adverse effect with respect to the Company or could not prevent, hinder or materially delay in connection with the ability execution and delivery of this Agreement by the Company to consummate or the consummation by the Company of the transactions contemplated by hereby, except, with respect to this Agreement, for the filing of the Articles of Merger with the Secretaries of State of Nevada and Delaware.

Authority; Noncontravention. (a) The Company has all requisite necessary corporate power and corporate authority to enter into execute and deliver this Agreement and the other Transaction Documents and 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 Company of this Agreement by and the Company other Transaction Documents, and the consummation by the Company it of the transactions contemplated hereby Transactions, have been (or at Closing will have been) duly authorized by all necessary the Board and the Board has duly reserved the Shares to be issued in accordance with the terms and conditions of this Agreement. Other than the authorization, approvals, consents and waivers that have been obtained or will have been obtained on or prior to the Closing Date, no action on the part of the Company. Company or its shareholders is necessary to authorize the execution, delivery and performance by the Company of this Agreement and the other Transaction Documents and the consummation by it of the Transactions. (b) This Agreement has been duly executed and when delivered by the Company shall constitute and, assuming due authorization, execution and delivery hereof by the Investor, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company and the selling shareholders, as applicable, in accordance with its terms, except as that such enforcement enforceability (i) may be limited by bankruptcy, insolvency or insolvency, reorganization, moratorium and other similar laws Laws of general application affecting or relating to the enforcement of creditors’ rights generally or by generally, and (ii) is subject to general principles of equity. The , whether considered in a proceeding at law or in equity (the “Bankruptcy and Equity Exception”). (c) Neither the execution and delivery of this Agreement do notor the other Transaction Documents by the Company, and nor the consummation by the Company of the transactions contemplated Transactions, nor the performance or compliance by this Agreement and compliance the Company with any of the terms or provisions hereof will notor thereof, will: (i) conflict with, with or result in violate any breach provision of the Organizational Documents of the Company (including the M&AA) or violation of, of any other Group Company; (ii) violate any Law or Judgment applicable to the Company or any other Group Company; or (iii) violate or constitute a default (or constitute an event which, with or without notice or lapse of time, time or both, would violate or constitute a default) under, or otherwise give rise to increased rights or a right of termination, cancellation purchase under or acceleration of or “put” right with respect to any obligation or to a loss of a material benefit under, or result in accelerate the creation of any lien upon performance required by the Company under any of the properties terms or assets provisions of the Company under, (i) the Company’s articles of incorporation or bylaws, if any, (ii) any loan or credit agreement, indenture, debenture, note, bond, mortgage, indenturedeed of trust, lease lease, sublease, license, contract or other agreementagreement (each, instrument, permit, concession, franchise or license applicable a “Contract”) to the Company, its properties or assets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, regulation or arbitration award applicable to the Company, its properties or assets, other than, in the case 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 which the Company or could not preventany other Group Company is a party or accelerate the Company’s or, hinder or materially delay the ability if applicable, any of the Company to consummate the transactions contemplated by this Agreementother Group Companies’ obligations under any such Contract.

Authority; Noncontravention. The Company has all requisite power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary action on the part of the Company. This Agreement has been duly executed and when delivered by the Company shall constitute a valid and binding obligation of the Company, enforceable against the Company and the selling shareholdersSelling Members, as applicable, in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to a loss of a material benefit under, or result in the creation of any lien upon any of the properties or assets of the Company under, (i) the Company’s articles of incorporation organization or bylawsthe Company’s limited liability company operating agreement, if any, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to the Company, its properties or assets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, regulation or arbitration award applicable to the Company, its properties or assets, other than, in the case 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 the Company or could not prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement.

Authority; Noncontravention. The Company has all the requisite corporate and other power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreementhereby to which it is a party. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of the Company. This Agreement has been duly executed and when delivered by the Company shall constitute and constitutes a valid and binding obligation of the Company, enforceable against the Company and the selling shareholders, as applicable, in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “"put” " right with respect to any obligation or to a loss of a material benefit under, or result in the creation of any lien upon any of the properties or assets of the Company under, (i) the Articles of Incorporation or Bylaws of the Company’s articles of incorporation or bylaws, if any, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to the Company, its properties or assets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, regulation or arbitration award applicable to the Company, its properties or assets. No consent, approval, order or authorization of, or registration, declaration or filing with, or notice to, any federal, state or local government or any court, administrative agency or commission or other thangovernmental authority, in the case of clauses agency, domestic or foreign (ii) and (iiia "Governmental Entity"), any such conflicts, breaches, violations, defaults, rights, losses is required by or liens that individually or in the aggregate could not have a material adverse effect with respect to the Company or could not prevent, hinder or materially delay in connection with the ability execution and delivery of this Agreement by the Company to consummate or the consummation by the Company of the transactions contemplated by this Agreementhereby.

Authority; Noncontravention. The Company has and IMPERIAL have all requisite power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by the Company and IMPERIAL and the consummation by the Company and IMPERIAL of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary action on the part of the CompanyCompany and IMPERIAL. This Agreement has been duly executed and when delivered by the Company and IMPERIAL shall constitute a valid and binding obligation of the CompanyCompany and IMPERIAL, enforceable against the Company and the selling shareholdersIMPERIAL, as applicable, in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to a loss of a material benefit under, or result in the creation of any lien upon any of the properties or assets of the Company or IMPERIAL under, (i) the Company’s articles of incorporation or bylawsbylaws of the Company and IMPERIAL, if any, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to the CompanyCompany or IMPERIAL, its properties or assets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, regulation or arbitration award applicable to the CompanyCompany or IMPERIAL, its properties or assets, other than, in the case 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 the Company or IMPERIAL or could not prevent, hinder or materially delay the ability of the Company or IMPERIAL to consummate the transactions contemplated by this Agreement.

Authority; Noncontravention. The Shareholder and Company has have all requisite power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by the Shareholder and Company and the consummation by the Shareholder and Company of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary action on the part of the Shareholder and Company. This Agreement has been duly executed and when delivered by the Shareholder and Company shall constitute a valid and binding obligation of the Shareholder and Company, enforceable against the Shareholder and Company and the selling shareholders, as applicable, in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to a loss of a material benefit under, or result in the creation of any lien upon any of the properties or assets of the Shareholder and Company under, (i) the Shareholder and Company’s articles of incorporation or bylaws, if any, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to the Shareholder and Company, its properties or assets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, regulation or arbitration award applicable to the Shareholder and Company, its properties or assets, other than, in the case 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 the Shareholder and Company or could not prevent, hinder or materially delay the ability of the Shareholder and Company to consummate the transactions contemplated by this Agreement.

Authority; Noncontravention. The Company has all the requisite corporate and other power and authority to enter into this Agreement and and, subject to the Company Stockholder Approval with respect to the consummation of the Merger, to consummate the transactions contemplated by this Agreementhereby. The Offer, the execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby and thereby have been (or at Closing will have been) duly authorized by the Company's Board of Directors, which constitutes all necessary corporate action on the part of the Company, subject, in the case of the Merger, to the Company Stockholder Approval. This Agreement has been duly executed and when delivered by the Company shall constitute and constitutes a valid and binding obligation of the Company, enforceable against the Company and the selling shareholders, as applicable, in accordance with its terms, . Except for the Company's credit facility and except as such enforcement may be limited by bankruptcydisclosed in Section 4.4 of the Disclosure Schedule, insolvency or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution and delivery of this Agreement do does not, and the consummation of the transactions contemplated by the Offer and this Agreement and compliance with the provisions hereof will not, conflict with, or result in (a) any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation cancellation, acceleration or acceleration of or “'put” right ', with respect to any obligation or to a (b) the loss of a material benefit under, or result in other right or (c) the creation of any lien Lien upon any of the properties or assets of the Company or any of its Subsidiaries under, (i) the Company’s articles Certificate of incorporation Incorporation, as amended, or bylawsBy-laws, if anyas amended, of the Company or the comparable organizational documents of any of its Subsidiaries, (ii) any loan or credit agreement, note, note purchase agreement, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to the Company, Company or any of its Subsidiaries or their respective properties or assets, assets or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, regulation or arbitration award applicable to the Company, Company or any of its Subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or liens Liens that individually or in the aggregate could would not have a material adverse effect Material Adverse Effect with respect to the Company or could would not prevent, hinder or materially delay the ability of the Company and/or MergerCo to consummate the transactions contemplated by this Agreement.Agreement if not 9

Authority; Noncontravention. The Company has all the requisite corporate power and authority to enter into this Agreement and and, subject to adoption of this Agreement by the holders of a majority of the outstanding shares of Common Stock, to consummate the transactions contemplated by this AgreementTransactions. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby Transactions have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of the Company, subject to approval of the Merger and the adoption of this Agreement by the holders of a majority of the outstanding shares of Common Stock. This Agreement has been duly executed and when delivered by the Company shall constitute and constitutes a valid and binding obligation of the Company, enforceable against the Company and the selling shareholders, as applicable, in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution and delivery of this Agreement do by the Company does not, and the consummation of the transactions contemplated by this Agreement Transactions and compliance with the provisions hereof of this Agreement will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to a loss of a material benefit under, or result in the creation of any lien Lien upon any of the properties or assets of the Company or any of its Significant Subsidiaries under, (i) the Company’s articles Charter or By-Laws of incorporation the Company or bylaws, if anythe comparable charter or organizational documents of any of its Significant Subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to the Company, Company or any of its Significant Subsidiaries or their respective properties or assets, assets or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, rule or regulation or arbitration award applicable to the Company, Company or any of its Significant Subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rightsrights or Liens or judgments, losses orders, decrees, statutes, law ordinances, rules or liens regulations that individually or in the aggregate could would not (x) have a material adverse effect Company Material Adverse Effect, (y) materially impair the ability of the Company to perform its obligations under this Agreement or (z) prevent the consummation of any of the Transactions. No consent, approval, order or authorization 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"), is required by or with respect to the Company or could not prevent, hinder any of its Significant Subsidiaries in connection with the execution and delivery of this Agreement by the Company or materially delay the ability consummation by the Company of the Transactions, except for (i) the filing of a premerger notification and report form by the Company under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx"), (xx) the filing with the SEC of (x) the Schedule 14D-9, (y) a proxy or information statement relating to consummate the transactions contemplated approval by the Company's stockholders of the Merger and this Agreement, if such approval is required by law (as amended or supplemented from time to time, the "Proxy Statement"), and (z) such reports under Section 13(a) of the Exchange Act as may be required in connection with the Operative Agreements and the Transactions, (iii) the filing of the Articles of Merger with the SDAT and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business, (iv) all necessary consents and approvals from each of the Customs Service Bureau and Bureau of Alcohol, Tobacco and Firearms applicable to the Merger and (v) such other consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under the laws of any foreign country in which the Company or any of its Significant Subsidiaries conducts any business or owns any property or assets, the failure to obtain or make would not have a Material Adverse Effect.

Authority; Noncontravention. The Company has all the requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreementcarry out its obligations hereunder. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of the Company, subject, in the case of the Merger, to the approval of its stockholders as set forth in Section 4.2. This Agreement has been duly executed and when delivered by the Company shall constitute and, assuming this Agreement has been duly executed and delivered by PennCorp, constitutes a valid and binding obligation of the Company, enforceable against the Company and the selling shareholders, as applicable, in accordance with its terms, terms except as such that the enforcement thereof may be limited by (a) bankruptcy, insolvency insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ now or hereafter in effect relating to creditor's rights generally or by and (b) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). The Except as disclosed in Section 2.4 of the Disclosure Schedule, the execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof will not, (i) conflict with any of the provisions of the Certificate of Incorporation or By-Laws of the Company or the comparable documents of any of the Significant Subsidiaries, (ii) subject to the governmental filings and other matters referred to in the following sentence, conflict with, or result in any a breach or violation of, of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to a loss of a material benefit under, or result in require the creation consent of any lien upon any of the properties or assets of the Company person under, (i) the Company’s articles of incorporation or bylaws, if any, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease indenture or other agreement, instrument, permit, concession, franchise franchise, license or license applicable similar instrument or undertaking to which the Company, Company or any of its properties subsidiaries is a party or assetsby which the Company or any of its subsidiaries or any of their assets is bound or affected, or (iii) subject to the governmental filings and other matters referred to in the following sentence, contravene any law, rule or regulation of any state or of the United States or any political subdivision thereof or therein, or any order, writ, judgment, orderinjunction, decree, statutedetermination or award currently in effect, law, ordinance, rule, regulation or arbitration award applicable to the Company, its properties or assets, other thansubject, in the case of clauses (ii) and (iii), any such to those conflicts, breaches, violationsdefaults and similar matters, defaultswhich, rights, losses or liens that individually or in the aggregate could aggregate, would not have a material adverse effect Material Adverse Effect nor materially and adversely affect the Company's ability to consummate the transactions contemplated hereby. No consent, approval or authorization of, or declaration or filing with, or notice to, any governmental agency or regulatory body, court, agency, commission, division, department, public body or other authority (a "Governmental Entity") which has not been received or made, is required by or with respect to the Company or could not preventany Significant Subsidiary in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the transactions contemplated hereby, hinder or materially delay except for (i) the ability filing of premerger notification and report forms under the Hart-Scott-Rodino Xxxxxxxxx Xxxxxxxments Act of 1976, as amended (the "HSR Act") with respect to the Merger, (ii) the filings and/or notices required under the insurance laws of the jurisdictions set forth in Section 2.3(i) of the Disclosure Schedule, (iii) the filing with the SEC of (x) a proxy statement relating to the approval by the stockholders of the Company of the Merger (such proxy statement, together with the proxy statement relating to consummate the PennCorp Stockholder Approval (as defined in Section 3.13), in each case as amended or supplemented from time to time, is referred to herein as the "Joint Proxy Statement"), and (y) 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, (iv) 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 (v) such other consents, approvals, authorizations, filings or notices as are set forth in Section 2.4 of the Disclosure Schedule.

Authority; Noncontravention. The Company has all the requisite corporate power and authority to enter into this Agreement and and, subject only to, if required by law, approval of the Merger by an affirmative vote of the holders of a majority of the Shares (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 hereby by this Agreement have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of the Company, subject, in the case of this Agreement, only to the Company Stockholder Approval if such approval is required by law. This Agreement has been duly executed and when delivered by the Company shall constitute and constitutes a valid and binding obligation of the Company, enforceable against the Company and the selling shareholders, as applicable, in accordance with its terms, terms (except insofar as such enforcement enforceability may be limited by applicable bankruptcy, insolvency insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ ' rights generally generally, or by general principles governing the availability of equityequitable remedies). The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof of this Agreement will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation cancelation or acceleration of or “put” right with respect to any obligation or to a loss of a material benefit under, or result in the creation of any lien Liens in or upon any of the properties or assets of the Company under, or any of its subsidiaries under any provision of (i) the Company’s articles Certificate of incorporation Incorporation or bylaws, if anythe Amended and Restated By-laws of the Company or the comparable organizational documents of any of its subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise franchise, license or license other instrument (a "Contract") applicable to the Company, Company or any of its subsidiaries or any of their respective properties or assets, assets that is required to be filed as an exhibit to the SEC Documents or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, (A) statute, law, ordinance, rule, rule or regulation or arbitration award (B) judgment, order or decree applicable to the Company, Company or any of its subsidiaries or any of their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses rights or liens Liens that individually or in the aggregate could would not (x) have a material adverse effect on the Company, (y) impair in any material respect the ability of the Company to perform its obligations under this 19 Agreement or (z) prevent or materially delay the consummation of any of the transactions contemplated by this Agreement. No consent, approval, order or authorization 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"), is required by or with respect to the Company or could not preventany of its subsidiaries in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the Merger or the transactions contemplated by this Agreement, hinder except for (1) the filing of a premerger notification and report form by the Company under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), (2) the filing with the SEC and the Nasdaq Stock Market, Inc. of (A) the Schedule 14D-9, (B) a proxy statement or information statement relating to the Company Stockholder Approval, if such approval is required by law (as amended or supplemented from time to time, the "Proxy Statement") and (C) such reports under Section 13(a) of the Exchange Act as may be required in connection with this Agreement, the Stockholders Agreement and the transactions contemplated by this Agreement and the Stockholders 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 the Company is qualified to do business and (4) 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, have a material adverse effect on the Company or prevent or materially delay the ability consummation of the Company to consummate any of the transactions contemplated by this Agreement.

Authority; Noncontravention. The Company Newco has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by the Company Newco and the consummation by the Company Newco of the transactions contemplated hereby by this Agreement have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of the CompanyNewco. This Agreement has been duly executed and when delivered by Newco and (assuming due authorization, execution and delivery by the Company shall constitute Company) constitutes a valid and binding obligation of the CompanyNewco, enforceable against the Company and the selling shareholders, as applicable, Newco in accordance with its terms, except as that (i) such enforcement may be limited by subject to applicable bankruptcy, insolvency or similar laws, now or hereafter in effect, affecting creditors' rights generally, and (ii) the remedy of specific performance and injunctive and other similar laws affecting forms of equitable relief may be subject to equitable defenses and to the enforcement discretion of creditors’ rights generally or by general principles of equitythe court before which any proceeding therefor may be brought. The execution and delivery of this Agreement do not, and the consummation by Newco of the transactions contemplated by this Agreement and compliance by Newco with the provisions hereof of this Agreement will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “"put” " right with respect to any obligation or to a loss of a material benefit under, or result in the creation of any lien Lien upon any of the properties or assets of the Company Newco under, (i) the Company’s articles certificate of incorporation or bylaws, if anyby-laws of Newco, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to the Company, Newco or its properties or assets, assets or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, regulation or arbitration award applicable to the Company, Newco or its properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or liens Liens that individually or in the aggregate could not have a material adverse effect with respect to the Company Newco or could not prevent, hinder or materially delay the ability of the Company Newco to consummate the transactions contemplated by this Agreement. No consent, approval, order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity is required by or with respect to Newco in connection with the execution and delivery of this Agreement by Newco or the consummation by Newco of any of the transactions contemplated by this Agreement, except for (i) the filing of a premerger notification and report form under the HSR Act, (ii) the filing with the SEC of (y) the Proxy Statement and the Form S-4 and (z) such reports under the Exchange Act as may be required in connection with this Agreement, the Stockholders Agreement and the transactions contemplated hereby and thereby, including the Debt Offer, (iii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business and (iv) such other consents, approvals, orders, authorizations, registrations, declarations, filings or notices as may be required under the "takeover" or "blue sky" laws of various states.

Authority; Noncontravention. The Company has all requisite corporate power and authority to enter into this Agreement and and, subject, in the case of the Merger, to the Company Stockholder Approval (as defined in Section 3.1(l)) 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 hereby by this Agreement have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of the Company, subject, in the case of the Merger, to the Company Stockholder Approval. This Agreement has been duly executed and when delivered by the Company shall constitute a and, assuming the due authorization, execution and delivery by Parent, constitutes the legal, valid and binding obligation of the Company, enforceable against the Company and the selling shareholders, as applicable, in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof of this Agreement will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to a loss of a material benefit under, or result in the creation of any lien Lien upon any of the properties or assets of the Company or any of its subsidiaries under, (i) the Company’s articles certificate of incorporation or bylaws, if anyby- laws of the Company, (ii) the certificate of incorporation or by-laws or the comparable organizational documents of any of its subsidiaries, (iii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise franchise, license or license similar authorization applicable to the Company, Company or any of its subsidiaries or their respective properties or assets, assets or (iiiiv) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, rule or regulation or arbitration award applicable to the Company, Company or any of its subsidiaries or their respective properties or assets, other than, in the case of clauses (ii), (iii) and (iiiiv), any such conflicts, breaches, violations, defaults, rights, losses or liens Liens that individually or in the aggregate could would not (x) have a material adverse effect with respect to on the Company or could not prevent, hinder (y) reasonably be expected to impair or materially delay the ability of the Company to consummate perform its obligations under this Agreement. To the knowledge of the Company, no consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any federal, state, local or foreign government, any court, administrative, regulatory or other governmental agency, commission or authority or any non- governmental self-regulatory agency, commission or authority (a "Governmental Entity") is required by or with respect to the Company or any of its subsidiaries in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the transactions contemplated by this Agreement., except for (1) the filing of a pre- merger notification and report form by the Company under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act");

Authority; Noncontravention. (a) The Company has all the requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreementhereby. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby hereby, including the Reorganization, have been (or at Closing will have been) duly authorized by all necessary action on the part Board of Directors of the Company. . (b) This Agreement has been duly executed and when delivered by the Company shall constitute and constitutes a valid and binding obligation of the Company, enforceable against the Company and the selling shareholders, as applicable, in accordance with its terms, except as that (i) such enforcement may be limited by subject to applicable bankruptcy, insolvency or similar laws, now or hereafter in effect, affecting creditors, rights generally, and (ii) the remedy of specific performance and injunctive and other similar laws affecting forms of equitable relief may be subject to equitable defenses and to the enforcement discretion of creditors’ rights generally or by general principles of equity. the court before which any proceeding therefor may be brought. (c) The execution and delivery of this Agreement do does not, and the consummation by the Company of the transactions contemplated by this Agreement and compliance by the Company with the provisions hereof will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation, or “put” right with respect to any obligation or to a loss of a material benefit under, or result in the creation of any lien Lien (as defined in Section 9.5) upon any of the properties or assets of the Company under, or any of its Subsidiaries under (i) the Company’s articles Certificate of incorporation Incorporation or bylaws, if anyBy-laws (or other organizational documents) of the Company or any of its Subsidiaries, (ii) any loan or credit agreement, note, note purchase agreement, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to the Company, Company or any of its Subsidiaries or any of their respective properties or assets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, regulation or arbitration award applicable to the Company, Company or any of its Subsidiaries or any of their properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or liens Liens that individually or in the aggregate could would not have a material adverse effect Material Adverse Effect with respect to the Company or could not prevent, materially hinder or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement. (d) No consent, approval, order or authorization of, or registration, declaration or filing with, or notice to, any federal, state or local government or any court, administrative agency or commission or other governmental authority or agency, domestic or foreign (a "Governmental Entity"), is required ------------------- by or with respect to the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the transactions contemplated hereby, except for (i) the filing of a pre-merger notification and report form by the Company under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR --- Act"), (ii) the filing with the SEC of such reports under 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 of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business, and (iv) such other consents, approvals, orders, authorizations, registrations, declarations, filings or notices the failure of which to make or obtain, individually or in the aggregate, would not (x) prevent or materially delay consummation of the Reorganization or (y) have a Material Adverse Effect with respect to the Company.

Authority; Noncontravention. The Company has all requisite corporate power and authority to enter into 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 hereby by this Agreement have been (or at Closing will have been) duly authorized by all necessary corporate action and proceedings on the part of the Company, subject, in the case of the Merger, to receipt of the Shareholder Approval). This Agreement has been duly executed and when delivered by the Company shall constitute and, assuming the due authorization, execution and delivery by each of the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company and the selling shareholders, as applicable, in accordance with its terms, except subject, as such enforcement may be limited by to enforceability, to bankruptcy, insolvency insolvency, reorganization, moratorium and other Laws of general applicability relating to or other similar laws affecting the enforcement of creditors’ rights generally and to general equity principles. The Company Board, at a meeting duly called and held, duly adopted resolutions (i) approving this Agreement, the Merger and the other transactions contemplated by this Agreement, (ii) directing that the adoption of this 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 by general principles of equitywithdrawn 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 hereof of this Agreement will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to a the loss of a material benefit under, or result in the creation of any lien Lien upon any of the properties or assets of the Company or any of its Subsidiaries under, any provision of (i) the Company’s articles Company Articles, the Company By-laws or the comparable organizational documents of incorporation any of its Subsidiaries or bylaws, if any, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to the Company, its properties or assets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, (A) any judgmentcontract, orderlease, decreeindenture, 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, rulerule or regulation of any Governmental Entity (“Law”) or any judgment, regulation order or arbitration award applicable to decree of any Governmental Entity (“Judgment”), in each case binding on the Company, Company or any of its Subsidiaries or their respective properties or assets, other than, in the case of clauses clause (ii) and (iii)above, any such conflicts, breaches, violations, defaults, rights, losses or liens that Liens that, individually or in the aggregate could aggregate, would not have a material adverse effect Material Adverse Effect. No consent, approval, order or authorization of, or registration, declaration or filing with, or notice to, any federal, state, local or foreign government, any court, any administrative, regulatory (including any stock exchange) or other governmental agency, commission or authority (each, a “Governmental Entity”) is required to be obtained or made by or with respect to the Company or could not preventany of its Subsidiaries in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the Merger or the other transactions contemplated by this Agreement, hinder except for (i) the filing of a premerger notification and report form by the Company under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and the filings and receipt, termination or materially delay expiration, as applicable, of such other approvals or waiting periods as may be required under any other applicable competition, merger control, antitrust or similar Law, (ii) the ability 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 supplemented from time to consummate time, the “Proxy Statement”) and (B) such reports under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (iii) the filing of the Articles of Merger with the Department of State of the Commonwealth of Pennsylvania 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. The Company has all requisite corporate power and authority to 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 hereby have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of the Company, subject, in the case of the Merger, to the Company Stockholder Approval. This Agreement has been duly executed and when delivered by the Company shall constitute a and, assuming the due authorization, execution and delivery by Parent and Merger Sub, constitutes the legal, valid and binding obligation of the Company, enforceable against the Company and the selling shareholders, as applicable, in accordance with its terms, except as such the enforcement thereof may be limited by applicable bankruptcy, insolvency insolvency, reorganization, moratorium or other similar laws Laws generally affecting the enforcement rights of creditors’ rights generally or by creditors and subject to general principles of equityequity principles. The execution and delivery of this Agreement do does not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof of this Agreement will not, (i) conflict withwith the certificate of incorporation or bylaws (or comparable organizational documents) of any of the Company Entities, or (ii) result in any breach or breach, violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or creation or acceleration of or “put” right with respect to any obligation or to right of a third party or loss of a material benefit under, or result in the creation of any lien Lien upon any of the properties or assets of any of the Company Entities under, (i) the Company’s articles of incorporation or bylaws, if any, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise franchise, license or license similar authorization applicable to any of the Company, its Company Entities or their respective properties or assets, assets or (iii) subject to the governmental filings and other matters referred to in the following sentence, conflict with or violate any judgment, order, decree, statute, law, ordinance, rule, regulation decree or arbitration award Law applicable to any of the Company, its Company Entities or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or liens that Liens that, individually or in the aggregate could aggregate, would not reasonably be expected to have or result in a material adverse effect on the Company. No 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”) or any third party is required by the Company in connection with respect the execution and delivery of this Agreement by the Company or the consummation by the Company of the transactions contemplated hereby, except for: (i) the filing with the Securities and Exchange Commission (the “SEC”) of (A) a proxy statement/prospectus relating to the Company Stockholders Meeting (such proxy statement/prospectus, as amended or could not preventsupplemented from time to time, hinder the “Proxy Statement”) and (B) such reports under Section 13(a), 13(d), 15(d) or materially delay the ability 16(a) or such other applicable sections of the Company to consummate Securities Exchange Act of 1934, as amended (the “Exchange Act”), as may be required in connection with this Agreement and the transactions contemplated hereby; (ii) the filing with the Texas Secretary of State of the Certificate of Merger; (iii) the filing of a premerger notification and report form by this Agreementthe Company under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”); (iv) notifications to The NASDAQ Stock Market (the “Nasdaq”); and (v) 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. The Company has all requisite corporate power and authority to enter into this Agreement and and, subject, in the case of the Merger, to the Company Stockholder Approval (as defined in Section 3.1(r)) to consummate the transactions contemplated by this Agreementhereby and thereby. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of the Company, subject, in the case of the Merger, to the Company Stockholder Approval. This Agreement has been duly executed and when delivered by the Company shall constitute a and, assuming the due authorization, execution and delivery by Parent and Merger Sub, constitutes the legal, valid and binding obligation of the Company, enforceable against the Company and the selling shareholders, as applicable, in accordance with its terms, except as that (i) such enforcement enforceability may be limited by subject to applicable bankruptcy, insolvency or other similar laws now or hereafter in effect affecting the enforcement of creditors’ ' rights generally and (ii) the availability of the remedy of specific performance or by general principles injunction or other forms of equityequitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought. The execution and delivery of this Agreement do does not, and the consummation of the transactions contemplated by this Agreement hereby (including, without limitation, the Bank Combination (as defined in Section 5.5)) and compliance with the provisions hereof of this Agreement will not, conflict with, or result in any breach violation, forfeiture or violation termination of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of forfeiture, termination, cancellation or acceleration (with or without notice or lapse of time, or “put” right with respect to both) of any obligation or to loss of a benefit or, in the case of clause (iii) below, any material obligation or loss of a material benefit benefit, under, or result in the creation of any lien Lien upon any of the properties or assets of the Company or any of its subsidiaries under, (i) the Company’s articles certificate of incorporation or bylaws, if anyby-laws of the Company, (ii) the certificate of incorporation or by-laws or the comparable organizational documents of any of its subsidiaries, (iii) any loan or credit agreement, note, bond, mortgage, indenture, lease lease, vendor agreement, software agreement or other agreement, instrument, Intellectual Property (as defined in Section 3.1(n)) right, permit, concession, franchise franchise, license or license similar authorization applicable to the Company, Company or any of its subsidiaries or their respective properties or assets, assets that is material to the operations of the Company and its subsidiaries taken as a whole or (iiiiv) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, rule or regulation or arbitration award applicable to the Company, Company or any of its subsidiaries or their respective properties or assets, other than, in the case of clauses clause (ii) and (iiiiv), any such conflicts, breaches, violations, defaults, rights, losses or liens Liens that individually or in the aggregate could would not (x) reasonably be expected to have a material adverse effect with respect to on the Company or could not prevent, hinder (y) reasonably be expected to materially impair or materially delay the ability of the Company to consummate perform its obligations under this Agreement. Except as set forth in Section 3.1(d) of the Company Disclosure Schedule, no consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any (i) Federal, state, local, municipal or foreign government, (ii) governmental, quasi-governmental authority (including any governmental agency, commission, branch, department or official, and any court or other tribunal) or body exercising, or entitled to exercise, any governmentally-derived administrative, executive, judicial, legislative, police, regulatory or taxing authority, or (iii) any self-regulatory organization, administrative or regulatory agency, commission or authority (each, a "Governmental Entity") is required by or with respect to the Company or any of its subsidiaries in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the transactions contemplated hereby, except for (1) the filing of a pre-merger notification and report form by the Company under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (xxx "XXX Xxx"), xnd filing of a copy of the application to the Federal Reserve Board pursuant to Section 7A(c)(8) of the HSR Act; (2) the filings with the SEC of (A) a proxy statement relating to the Company Stockholders Meeting (such proxy statement, as amended or supplemented from time to time, the "Proxy Statement") and a registration statement on Form S-4 to be prepared and filed in connection with the issuance of Parent Common Stock in the Merger (the "Form S-4"), and (B) 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; (3) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and such filings with Governmental Entities to satisfy the applicable requirements of the laws of states in which the Company and its subsidiaries are qualified or licensed to do business or state securities or "blue sky" laws; (4) the approval of the Board of Governors of the Federal Reserve System (the "Federal Reserve") under Section 4(j) of the Bank Holding Company Act; (5) the approval of the Office of Thrift Supervision under the Homeowners' Loan Act (the "OTS Approval"); (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; and (7) filings required as a result of the particular status of Parent or Merger Sub (collectively, the "Governmental Approvals").

Authority; Noncontravention. The Company Each Borrower has all the requisite corporate power and authority to enter into this Agreement and perform its obligations hereunder and under the Loan Documents and the same have been duly authorized by all necessary corporate action on the part of such Borrower, and assuming this Agreement constitutes the valid and binding agreement of Sprint, constitute valid and binding obligations of such Borrower enforceable against such Borrower, in accordance with its terms, except to consummate the transactions contemplated extent that the enforcement thereof may be limited by this Agreement(i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally, and (ii) general principles of equity regardless of whether enforceability is considered in a proceeding in equity or at law. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary action on the part of the Company. This Agreement has been duly executed and when delivered by the Company shall constitute a valid and binding obligation of the Company, enforceable against the Company and the selling shareholders, as applicable, in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution and delivery of this Agreement do each Borrower did not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to a loss by such Borrower of a material benefit under, or result in the creation of any lien Lien upon any of the properties or assets of the Company such Borrower under, (i) the Company’s articles certificate of incorporation or bylaws, if anybylaws of such Borrower, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise permit or license applicable to the Company, such Borrower or its properties or assets, assets or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, regulation or arbitration award law applicable to the Company, such Borrower or its respective properties or assets, other than, in the case of clauses (ii), (iii) and (iiiiv), any such conflicts, breaches, violations, defaults, rights, losses rights or liens Liens that individually or in the aggregate could would not (x) have a material adverse effect with respect to the Company or could not preventMaterial Adverse Effect, hinder or (y) materially delay impair the ability of such Borrower to perform its obligations under this Agreement or (z) prevent the Company to consummate consummation of any of the transactions contemplated by this Agreement.

Authority; Noncontravention. (a) The Company has all requisite corporate power and authority to enter into this Agreement Agreement, to perform its obligations hereunder and to consummate the transactions contemplated by this Agreementhereby. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of the Company. This Agreement has been duly executed and when delivered by the Company shall constitute a and assuming due authorization, execution and delivery by the other parties hereto constitutes the valid and binding obligation of the Company, Company enforceable against the Company and the selling shareholders, as applicable, in accordance with its terms, except as such enforcement may be limited by subject to the effect of (i) applicable bankruptcy, insolvency insolvency, reorganization, moratorium or other similar laws affecting the enforcement now or hereafter in effect relating to rights of creditors’ rights generally or by general principles creditors generally, and (ii) rules of equity. law and equity governing specific performance, injunctive relief and other equitable remedies. (b) The execution and delivery of this Agreement do by the Company does not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof hereby will not, (i) result in the creation of a lien on any properties or assets of the Company or any of its Subsidiaries, or (ii) conflict with, or result in any breach or violation of, or default under (with or without notice or lapse of time, or both) under), or give rise to a right of termination, cancellation cancellation, renegotiation or acceleration of or “put” right with respect to any obligation or to a loss of a material any benefit under, or result require any consent, approval or waiver from any Person in the creation of accordance with, (A) any lien upon any provision of the properties or assets organizational documents of the Company underor any of its Subsidiaries, or (i) the Company’s articles of incorporation or bylaws, if any, (iiB) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrumentMaterial Contract, permit, concession, franchise or license applicable to the Company, its properties or assets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, rule or regulation or arbitration award applicable to the Company, Company or any of its Subsidiaries or any of their respective properties or assets. No consent, approval, order or authorization of, or registration, declaration or filing with, any government, any court, tribunal, arbitrator, administrative agency, commission or other thangovernmental official, authority or instrumentality, in the each case of clauses (ii) and (iii)whether domestic or foreign, any such conflictsstock exchange or similar self-regulatory organization or any quasi-governmental or private body exercising any regulatory, breaches, violations, defaults, rights, losses taxing or liens that individually other governmental or in the aggregate could not have quasi-governmental authority (each a material adverse effect “Governmental Entity”) is required by or with respect to the Company or could not prevent, hinder any of its Subsidiaries in connection with the execution and delivery of this Agreement or materially delay the ability consummation of the Company to consummate the transactions contemplated hereby, except for (w) the filing of the Certificate of Merger, the Agreement of Merger and the CA Certificate of Merger, (x) such filings as may be required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”) and any required foreign antitrust filing, (y) applicable requirements if any, of the Exchange Act, state securities or “blue sky” laws (the “Blue Sky Laws”), and (z) the approval by this Agreementthe Securities and Exchange Commission (the “SEC”).

Authority; Noncontravention. The Company has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreementhereby. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of Company, subject, in the Companycase of the Merger, to Company Stockholder Approval. This Agreement has been duly executed and when delivered by Company and, assuming the Company shall constitute a due authorization, execution and delivery by the Parent Parties, constitutes the legal, valid and binding obligation of the Company, enforceable against the Company and the selling shareholders, as applicable, in accordance with its terms, except as such enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency or other and similar laws law affecting the enforcement of creditors’ rights generally or by general principles of equityand remedies generally. The execution and delivery of this Agreement do does not, and the consummation of the transactions contemplated by this Agreement hereby (including the Bank Combination) and compliance with the provisions hereof of this Agreement will not, conflict with, or result in any breach violation, forfeiture or violation termination of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of forfeiture, termination, cancellation or acceleration (with or without notice or lapse of time, or “put” right with respect to both) of any material obligation or to a loss of a material benefit benefit, under, or result in the creation of any lien Lien upon any of the properties or assets of the Company or any of its Subsidiaries under, (i) the Company’s articles certificate of incorporation or bylaws, if anyby-laws of Company, (ii) the certificate of incorporation or by-laws or the comparable organizational documents of any of its Subsidiaries, (iii) subject to the governmental filings and other matters referred to in the following sentence, any loan or credit agreement, note, bond, mortgage, indenture, lease lease, vendor agreement, software agreement or other agreement, instrument, Intellectual Property (as defined in Section 3.1(n)) right, permit, concession, franchise franchise, license or license similar authorization applicable to the Company, Company or any of its Subsidiaries or their respective properties or assetsassets that is material to the operations of Company and its Subsidiaries, taken as a whole, or (iiiiv) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, rule or regulation or arbitration award (“Laws”) applicable to the Company, Company or any of its Subsidiaries or their respective properties or assets, other than, in the case of clauses (iiiii) and (iii)iv) only, any such conflicts, breaches, violations, defaults, rights, losses or liens Liens that would not, individually or in the aggregate could not have (x) reasonably be expected to result in a material adverse effect with respect to the Material Adverse Effect on Company or could not prevent, hinder (y) reasonably be expected to materially impair or materially delay the ability of Company to perform its obligations under this Agreement. Provided that the Company makes no representation or warranty with respect to consummate filings or other actions to be taken or required to be taken by any of the Parent Parties in respect of consents or approvals required in connection with the transactions contemplated hereby, no consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with any Governmental Entity (as defined in Section 8.3) is required by or with respect to Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement by Company or the consummation by Company and BSB Bank of the transactions contemplated hereby, except for (1) the filing by Company with the United States Securities and Exchange Commission (the “SEC”) of (A) the proxy statement and other proxy solicitation materials of Company constituting a part thereof (the “Proxy Statement”) to be included in a registration statement on Form S-4 to be prepared and filed by Newco in connection with the issuance of Newco Common Stock in the Merger (as it may be amended from time to time, the “Form S-4”), and the declaration of effectiveness of the Form S-4 by the SEC, and (B) such reports under the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement; (2) the filing of the Certificate of Merger with the Office of the Secretary of State of the State of Delaware and such filings with Governmental Entities to satisfy the applicable requirements of the laws of states in which Company and its Subsidiaries are qualified or licensed to do business or state securities or “blue sky” laws; (3) the approval of the Board of Governors of the Federal Reserve System (the “Federal Reserve”) under the Bank Holding Company Act of 1956, as amended (the “BHC Act”) in connection with the merger of the Company and Newco, or the waiver thereof; (4) the approval or non-objection of the OTS under the Home Owners’ Loan Act (the “HOLA”) in connection with the merger of Company and Newco and the approval of the OTS under the Bank Merger Act (the “BMA”) in connection with the merger of SBU Bank and BSB Bank; and (5) the approval of the Superintendent of Banking and the Banking Board of the State of New York (collectively, the “NYSBD”) under the New York Banking Law (the “NYBL”) in connection with the acquisition of the voting stock of BSB Bank as a result of the merger of the Company and Newco and the merger of SBU Bank and BSB Bank (the matters described in the foregoing clauses (3) through (5), inclusive, being sometimes referred to herein collectively as the “Bank Regulatory Approvals”).

Authority; Noncontravention. The Company has all requisite corporate power and authority to enter into execute, deliver and perform its obligations under this Agreement and and, subject to the Company Stockholder Approval (as defined in Section 3.01(l)), to consummate the transactions contemplated by this Agreement, including the Merger (collectively, the “Transactions”). The execution execution, delivery and delivery performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby Transactions have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of the Company, subject to the Company Stockholder Approval. This Agreement has been duly executed and when delivered by the Company shall constitute and, assuming the due authorization, execution and delivery by Parent and Purchaser, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company and the selling shareholders, as applicable, in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution and delivery of this Agreement do does not, and the consummation of the transactions contemplated by this Agreement Transactions and compliance with the provisions hereof of this Agreement will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to a loss of a material benefit under, or result in the creation of any lien Lien upon any of the properties or assets of the Company or the Company Subsidiary under, (i) the Company’s articles certificate of incorporation or bylaws, if anyby-laws of the Company or the Company Subsidiary, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreementcontract, instrument, permit, concession, franchise or license applicable to which the Company or the Company Subsidiary is a party or by which the Company, its the Company Subsidiary or the Company’s or the Company Subsidiary’s properties or assets, assets is bound or affected or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, rule or regulation or arbitration award applicable to the Company, its the Company Subsidiary or the Company’s or the Company Subsidiary’s properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or liens that Liens that, individually or in the aggregate could aggregate, would not (x) have a material adverse effect with respect to on the Company or could not prevent, hinder (y) reasonably be expected to materially impair or materially delay the ability of the Company to consummate perform its obligations under this Agreement. No consent, approval, order or authorization of, action by, or in respect of, or registration, declaration or filing with, any federal, state, local or foreign government, any court, administrative, regulatory or other governmental agency, commission or authority or any non-governmental U.S. or foreign self-regulatory agency, commission or authority or any arbitral tribunal (each, a “Governmental Entity”) is required by the transactions contemplated Company or the Company Subsidiary in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the Transactions, except for: (1) the filing with the Securities and Exchange Commission (the “SEC”) of the Proxy Statement (as defined in Section 5.01) and 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; (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 the Company or the Company Subsidiary 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 pre-merger notification and report form under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and the expiration or termination of the waiting period thereunder and the filing of comparable pre-merger notifications in non-U.S. jurisdictions, if applicable, and the expiration of any waiting periods thereunder; and (4) 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 the Company or (y) reasonably be expected to materially impair or delay the ability of the Company to perform its obligations under this Agreement.

Authority; Noncontravention. (a) The Company has all requisite power execution, delivery and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by the Company and the consummation performance by the Company of the transactions contemplated hereby have this Agreement has been (or at Closing will have been) duly authorized by all necessary action on the part of the Company. This Agreement has been duly executed and when delivered by the Company shall constitute and, assuming due authorization, execution and delivery hereof by the Investor, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company and the selling shareholders, as applicable, in accordance with its terms, except as that such enforcement enforceability (i) may be limited by bankruptcy, insolvency or insolvency, fraudulent transfer, reorganization, moratorium and other similar laws Laws of general application affecting or relating to the enforcement of creditors’ rights generally or by and (ii) is subject to general principles of equity. The , whether considered in a proceeding at law or in equity (the “Bankruptcy and Equity Exception”). (b) Neither the execution and delivery of this Agreement do notby the Company, and nor the consummation performance or compliance by the Company with any of the transactions contemplated by this Agreement and compliance terms or provisions hereof, will (i) conflict with or violate any provision of the provisions hereof will not, conflict withCompany Organizational Documents, or result in (ii) (x) violate any breach Law or violation of, Judgment (as defined herein) applicable to the Company or (y) violate or constitute a default (or constitute an event which, with or without notice or lapse of time, time or both, would violate or constitute a default) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to a loss of a material benefit under, or result in the creation of any lien upon under any of the properties terms, conditions or assets provisions of the Company under, (i) the Company’s articles of incorporation or bylaws, if any, (ii) any loan or credit agreement, indenture, debenture, note, bond, mortgage, indenturedeed of trust, lease lease, sublease, license, contract or other agreementagreement (each, instrumenta “Contract”) to which the Company or any of its subsidiaries, permitas applicable, concession, franchise is a party or license applicable to accelerate the Company’s or, its properties or assets, or (iii) subject to the governmental filings and other matters referred to in the following sentenceif applicable, any judgmentof its subsidiaries’ obligations under any such Contract, order, decree, statute, law, ordinance, rule, regulation or arbitration award applicable to the Company, its properties or assets, other than, except in the case of clauses (ii) and (iiiclause ‎(ii), any such conflicts, breaches, violations, defaults, rights, losses or liens that individually or in the aggregate could as would not reasonably be expected to have a material adverse effect with respect to the Company or could not prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this AgreementMaterial Adverse Effect.

Authority; Noncontravention. The Company Investor has all requisite power --------------------------- and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreementhereby. The execution and delivery of this Agreement by the Company Investor and the consummation by the Company Investor of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary partnership action on the part of the CompanyInvestor. This Agreement has been duly executed and when delivered by the Company shall constitute Investor and constitutes a valid and binding obligation of the CompanyInvestor, enforceable against the Company and the selling shareholders, as applicable, Investor in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement hereby and compliance with the provisions terms hereof will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, time or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to a loss of a material benefit under, or result in the creation of any lien upon any of the properties or assets of the Company under, under (i) organizational documents of the Company’s articles of incorporation Investor or bylaws, if any, (ii) any provision of any trust agreement, loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to the Companyfranchise, its properties or assetslicense, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, rule or regulation or arbitration award applicable to the Company, its properties Investor or to the Investor's property or assets, other than, in the case of clauses clause (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses rights or liens that individually or in the aggregate could would not have prevent the consummation of any of the transactions contemplated by this Agreement. No consent, approval, order or authorization 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 material adverse effect "Governmental Entity"), is required by or with respect to the Company Investor in connection with the execution and delivery of this Agreement or could not prevent, hinder or materially delay the ability consummation by the Investor of the Company to consummate transactions contemplated by this Agreement, except for (1) the filing with the Securities and Exchange Commission of such reports under Sections 13(d) and 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") as may be required in connection with this Agreement and the transactions contemplated by this Agreement and (2) such other consents, approvals, orders, authorizations, registrations, declarations and filings as would not individually or in the aggregate prevent the consummation of any of the transactions contemplated by this Agreement.

Authority; Noncontravention. The Company has all requisite power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary action on the part of the Company. This Agreement has been duly executed and when delivered by the Company shall constitute a valid and binding obligation of the Company, enforceable against the Company and the selling shareholdersSelling Member, as applicable, in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to a loss of a material benefit under, or result in the creation of any lien upon any of the properties or assets of the Company under, (i) the Company’s articles of incorporation organization or bylawsthe Company’s limited liability company operating agreement, if any, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to the Company, its properties or assets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, regulation or arbitration award applicable to the Company, its properties or assets, other than, in the case 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 the Company or could not prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement.

Authority; Noncontravention. The Company (i) Each Shareholder has all requisite corporate or individual, as the case may be, power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreementhereby. The execution and delivery of this Agreement by the Company Shareholder and the consummation by the Company Shareholder of the transactions contemplated hereby by this Agreement have been (or at Closing will have been) duly authorized by all necessary action (corporate or otherwise) on the part of the CompanyShareholder, and no other corporate or other proceedings on the part of the Shareholder are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly executed and when delivered by the Company shall constitute Shareholder and, assuming the due authorization, execution and delivery by each of the other parties hereto, constitutes a legal, valid and binding obligation of the CompanyShareholder, enforceable against the Company and the selling shareholders, as applicable, Shareholder in accordance with its terms, except as such enforcement may be limited by terms (subject to applicable bankruptcy, insolvency or solvency, fraudulent transfer, reorganization, moratorium and other similar laws Laws affecting the enforcement of creditors’ rights generally or from time to time in effect and by general principles of equity. ). (ii) The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof of this Agreement will not, conflict with, or result in any violation or breach or violation of, or default (with or without notice or lapse of time, time or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to a the loss of a material benefit under, or result in the creation of any lien Lien in or upon any of the properties or other assets of the Company Shareholder under, (iA) the CompanyShareholder’s articles of incorporation or bylaws, organizational documents (if anyapplicable), (iiB) any loan Contract to which the Shareholder is a party or credit agreement, note, bond, mortgage, indenture, lease any of its properties or other agreement, instrument, permit, concession, franchise assets is subject or license (C) any Law applicable to the Company, Shareholder or its properties or other assets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, regulation or arbitration award applicable to the Company, its properties or assets, other than, in the case 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 the Company or could not prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement.

Authority; Noncontravention. The (a) Each of the Company and BKFS has all requisite corporate power and authority to enter into this Agreement execute, deliver and to consummate the transactions contemplated by perform its obligations under this Agreement. The execution, delivery and performance by the Company and BKFS of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the boards of directors of the Company and BKFS, to the extent required by any applicable Law, and no other corporate or other action is necessary to authorize the execution and delivery by the Company and BKFS of this Agreement, the performance of their obligations hereunder and the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by each of the Company and BKFS and is a valid and binding obligation of the Company and BKFS, enforceable against such party in accordance with its terms. (b) Neither the execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary action on the part of the Company. This Agreement has been duly executed and when delivered by the Company shall constitute a valid and binding obligation of the CompanyBKFS, enforceable against the Company and the selling shareholders, as applicable, in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution and delivery of this Agreement do not, and nor the consummation of the transactions contemplated by hereby, nor compliance with any of the terms or provisions of this Agreement and compliance will (i) conflict with or violate any provision of the provisions hereof will notCompany’s or BKFS’s respective certificate of incorporation or bylaws, (ii) violate any Law, judgment, writ or injunction of any Governmental Authority applicable to the Company or BKFS or any of their properties or assets, or violate, conflict with, or result in the loss of any breach or violation ofbenefit under, or constitute a default (or an event which, with or without notice or lapse of time, or both, would constitute a default) under, result in the termination of or give rise to a right of terminationtermination or cancellation under, cancellation or acceleration of or “put” right with respect to any obligation or to a loss of a material benefit underaccelerate the performance required by, or result in the creation of any lien Lien upon any of the properties or assets of the Company or BKFS under, (i) any of the Company’s articles terms, conditions or provisions of incorporation any Contract or bylawspermit to which the Company or BKFS is a party, if any, (ii) or by which the Company or BKFS or any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to the Company, its of their respective properties or assets, assets may be bound or affected or (iii) subject to the governmental filings and other matters referred to result in the following sentenceexercisability of any right to purchase or acquire any material asset of the Company or BKFS, any judgment, order, decree, statute, law, ordinance, rule, regulation or arbitration award applicable to the Company, its properties or assets, other thanexcept, in the case of clauses clause (ii) and (iii), any for such violations, conflicts, breaches, violationslosses, defaults, rightsterminations, losses cancellations, accelerations or liens that Liens as, individually or in the aggregate could aggregate, would not have a reasonably be expected to be material adverse effect with respect to the Company or could not prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this AgreementBKFS.

Authority; Noncontravention. (a) The Company has all requisite necessary corporate power and corporate authority to enter into execute and deliver this Agreement and the other Transaction Documents and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated by this AgreementTransactions. The execution, delivery and performance by the Company of this Agreement and the other Transaction Documents, and the consummation by it of the Transactions, have been duly authorized by the Board and the Conversion Securities have been duly reserved for issueance upon any conversion of the Subscribed Shares in accordance with the Certificate of Designation and the Transaction Documents (including Section 5.17 hereof). No other action on the part of the Company or its shareholders is necessary to authorize the execution, delivery and performance by the Company of this Agreement and the other Transaction Documents and the consummation by it of the Transactions. (b) This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the Investors, constitutes the Company’s legal, valid and binding obligations, enforceable against the Company in accordance with its terms, except that such enforceability (i) may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar Laws of general application affecting or relating to the enforcement of creditors’ rights generally, and (ii) is subject to general principles of equity, whether considered in a proceeding at law or in equity (the “Bankruptcy and Equity Exception”). (c) Neither the execution nor delivery of this Agreement or the other Transaction Documents by the Company and Company, nor the consummation by the Company of the transactions contemplated hereby have been (Transactions, nor the performance or at Closing will have been) duly authorized by all necessary action on the part of the Company. This Agreement has been duly executed and when delivered compliance by the Company shall with any of the terms or provisions hereof or thereof, will: (i) conflict with or violate any provision of the Organizational Documents of the Company (including the M&AA) or of any other Group Company; (ii) violate any Law or Judgment applicable to the Company or any other Group Company or any of their respective properties or assets; or (iii) violate or constitute a valid and binding obligation default (or constitute an event which, with notice or lapse of time or both, would violate or constitute a default) or otherwise give rise to increased rights (including the Companyright to terminate, enforceable against the Company and the selling shareholderscancel, as applicable, in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency accelerate or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof will not, conflict withmodify) under, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to a the loss of a material any benefit to which any Group Company is entitled under, or result in the creation of a Lien (other than Permitted Liens) on any lien upon property or asset of any Group Company pursuant to, or require any notice, consent, waiver or other action under, any of the properties terms or assets provisions of the Company under, (i) the Company’s articles of incorporation or bylaws, if any, (ii) any loan or credit agreement, indenture, debenture, note, bond, mortgage, indenturedeed of trust, lease lease, sublease, license, contract or other agreementagreement (each, instrument, permit, concession, franchise a “Contract”) binding on or license applicable to the Company, its Company or any other Group Company or any of their respective properties or assets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, regulation or arbitration award applicable to the Company, its properties or assets, other than; except, in the case of clauses (ii) and (iii)) above, any such conflictsas would not, breaches, violations, defaults, rights, losses or liens that individually or in the aggregate could not have a aggregate, reasonably be expected to be material adverse effect with respect to the Company or could not preventGroup Companies, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this Agreementtaken as a whole.

Authority; Noncontravention. The Company has all the requisite corporate and other power and authority to enter into this Agreement and to consummate the transactions contemplated by this AgreementMerger. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of the Company. This Agreement has been duly executed and when delivered by the Company shall constitute and constitutes a valid and binding obligation of the Company, enforceable against the Company and the selling shareholders, as applicable, in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “"put” " right with respect to any obligation or to a loss of a material benefit under, or result in the creation of any lien upon any of the properties or assets of the Company under, (i) the Articles of Incorporation or Bylaws of the Company’s articles of incorporation or bylaws, if any, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to the Company, its properties or assets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, regulation or arbitration award applicable to the Company, its properties or assets. No consent, approval, order or authorization of, or registration, declaration or filing with, or notice to, any federal, state or local government or any court, administrative agency or commission or other thangovernmental authority, in the case of clauses agency, domestic or foreign (ii) and (iiia "Governmental Entity"), any such conflicts, breaches, violations, defaults, rights, losses is required by or liens that individually or in the aggregate could not have a material adverse effect with respect to the Company or could not prevent, hinder or materially delay in connection with the ability execution and delivery of this Agreement by the Company to consummate or the consummation by the Company of the transactions contemplated by hereby, except, with respect to this Agreement, for the filing of the Articles of Merger with the Secretary of State of Colorado.

Authority; Noncontravention. The Company has all the requisite corporate power and authority to enter into this Agreement and required 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 hereby by this Agreement have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of the Company. This Agreement has been duly executed and when delivered by the Company shall constitute and constitutes a valid and binding obligation of the Company, enforceable against the Company and the selling shareholders, as applicable, in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution and delivery of this Agreement do does not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof of this Agreement will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to a loss of a material benefit under, or result in the creation of any lien upon any of the properties or assets of the Company under, (i) the Articles of Incorporation or Bylaws of the Company’s articles of incorporation or bylaws, if any, (ii) except as disclosed in Section 4.1(d) of the Disclosure Schedule, any loan or credit agreement, note, bondinstrument of debt, mortgage, indenturelien, lease or any other contract, agreement, instrument, permit, concession, franchise permit or license applicable to the Company, Company or its respective properties or assets, except for conflicts, violations, or defaults individually or in the aggregate which would not have a Material Adverse Effect, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, rule or regulation or arbitration award applicable to the Company, Company or its properties or assets. No consent, approval, order, license, permit, waiver or authorization of, or registration, declaration or filing with or exemption, notice, certification or application by or to (collectively, "Consents") any federal, state or local government or any arbitrable panel or any court, administrative or regulatory agency or other than, in the case of clauses governmental authority (ii) and (iiia "Governmental Entity"), any such conflicts, breaches, violations, defaults, rights, losses is required by or liens that individually or in the aggregate could not have a material adverse effect with respect to the Company or could not prevent, hinder or materially delay in connection with the ability execution and delivery of this Agreement by the Company to consummate or the consummation by the Company of the transactions contemplated by this Agreement, except for (A) the required consents listed on Section 4.1(d) of the Disclosure Schedule, (B) the filing of the Agreement of Merger in accordance with the CGCL and similar documents with the relevant authorities of other states in which the Company is qualified to do business, and (C) such other Consents as to which the failure to obtain or make, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Authority; Noncontravention. The Company has all the requisite corporate power and authority to enter into this Agreement and and, subject to adoption of this Agreement by the holders of a majority of the outstanding shares of Common Stock, to consummate the transactions contemplated by this AgreementTransactions. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby Transactions have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of the Company, subject to adoption of this Agreement by the holders of a majority of the outstanding shares of Common Stock. This Agreement has been duly executed and when delivered by the Company shall constitute and constitutes a valid and binding obligation of the Company, enforceable against the Company and the selling shareholders, as applicable, in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution and delivery of this Agreement the Operative Agreements do not, and the consummation of the transactions contemplated by this Agreement Transactions and compliance with the provisions hereof of the Operative Agreements will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to a loss of a material benefit under, or result in the creation of any lien Lien upon any of the properties or assets of the Company or any of its subsidiaries under, (i) the Company’s articles Restated Certificate of incorporation Incorporation or bylaws, if anyBy-laws of the Company or the comparable charter or organizational documents of any of its subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to the Company, Company or any of its subsidiaries or their respective properties or assets, assets or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, rule or regulation or arbitration award applicable to the Company, Company or any of its subsidiaries or their respective properties or assets, other than, in the case of clauses clause (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses rights or liens Liens that individually or in the aggregate could would not (x) have a material adverse effect on the Company and its subsidiaries taken as a whole, (y) impair the ability of the Company to perform its obligations under this Agreement or (z) prevent the consummation of any of the Transactions (a "Company Material Adverse Effect"). No consent, approval, order or authorization 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"), is required by or with respect to the Company or could not prevent, hinder any of its subsidiaries in connection with the execution and delivery of this Agreement by the Company or materially delay the ability consummation by the Company of the Transactions, except for (i) the filing of a premerger notification and report form by the Company under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx"), (xx) the filing with the SEC of (x) the Schedule 14D-9, (y) a proxy or information statement relating to consummate the transactions contemplated adoption by the Company's stockholders of this Agreement, if such adoption is required by law (as amended or supplemented from time to time, the "Proxy Statement"), and (z) such reports under Section 13(a) of the Exchange Act as may be required in connection with the Operative Agreements and the Transactions, (iii) 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 (iv) such other consents, approvals, orders, authorizations, registrations, declarations and filings (x) as may be required under the laws of any foreign country in which the Company or any of its subsidiaries conducts any business or owns any property or assets, the failure to obtain or make would not have a Company Material Adverse Effect, or (y) as are set forth in the Company Disclosure Letter.

Authority; Noncontravention. The Company Seller has all requisite power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by the Company Seller and the consummation by the Company Seller of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary action on the part of the CompanySeller. This Agreement has been duly executed and when delivered by the Company Seller shall constitute a valid and binding obligation of the CompanySeller, enforceable against the Company Seller and the selling shareholders, as applicable, in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ ' rights generally or by general principles of equity. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “"put” " right with respect to any obligation or to a loss of a material benefit under, or result in the creation of any lien upon any of the properties or assets of the Company Seller under, (i) the Company’s Seller Seller's articles of incorporation or bylaws, if any, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to the CompanySeller, its properties or assets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, regulation or arbitration award applicable to the CompanySeller, its properties or assets, other than, in the case 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 the Company Seller or could not prevent, hinder or materially delay the ability of the Company Seller to consummate the transactions contemplated by this Agreement.

Authority; Noncontravention. The Company has all the requisite corporate and other power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreementhereby to which it is a party. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of the Company. This Agreement has been duly executed and when delivered by the Company shall constitute and constitutes a valid and binding obligation of the Company, enforceable against the Company and the selling shareholders, as applicable, in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to a loss of a material benefit under, or result in the creation of any lien upon any of the properties or assets of the Company under, (i) the Articles of Incorporation or Bylaws of the Company’s articles of incorporation or bylaws, if any, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to the Company, its properties or assets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, regulation or arbitration award applicable to the Company, its properties or assets. No consent, approval, order or authorization of, or registration, declaration or filing with, or notice to, any federal, state or local government or any court, administrative agency or commission or other thangovernmental authority, in the case of clauses agency, domestic or foreign (ii) and (iiia “Governmental Entity”), any such conflicts, breaches, violations, defaults, rights, losses is required by or liens that individually or in the aggregate could not have a material adverse effect with respect to the Company or could not prevent, hinder or materially delay in connection with the ability execution and delivery of this Agreement by the Company to consummate or the consummation by the Company of the transactions contemplated by this Agreementhereby.

Authority; Noncontravention. (i) The Company has all requisite corporate power and authority to 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 hereby by this Agreement have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of the Company, subject to the Company Stockholder Approval. This Agreement has been duly executed and when delivered by the Company shall constitute a and constitutes the legal, valid and binding obligation of the Company, enforceable against the Company and the selling shareholders, as applicable, in accordance with its terms. Except as set forth in Schedule 4.01(d)(i), except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution and delivery of this Agreement do notAgreement, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof will not, of this Agreement do not conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to a loss of a material benefit under, or result in the creation of any lien Lien, upon any of the properties or assets of the Company or any of its subsidiaries under, (iw) the Company’s articles certificate of incorporation or bylaws, if anyby-laws of the Company or the comparable organizational documents of any of its subsidiaries, (iix) any loan or credit agreement, note, bond, mortgage, mortgage or indenture, (y) any lease or other agreement, instrument, permit, concession, franchise agreement to which the Company or license applicable to the Company, any of its properties or assetssubsidiaries is a party, or (iiiz) subject to the governmental filings and other matters referred to in the following sentenceclause (d)(ii) below, any judgment, order, decree, statute, law, ordinance, rule, rule or regulation or arbitration award applicable to the Company, Company or any of its properties or assets, subsidiaries other than, in the case of with respect to clauses (iix), (y) and (iiiz), any such conflicts, breaches, violations, defaults, rights, losses rights or liens Liens that individually or in the aggregate could would not reasonably be expected to (1) have a material adverse effect with respect to on the Company Company, or could not prevent, hinder (2) prevent or materially delay the ability consummation of the Company to consummate any of the transactions contemplated by this Agreement. (ii) No consent, approval, order or authorization of, or registration, declaration or filing with, any federal, state, local or foreign government or any court, administrative or regulatory agency or commission or other governmental authority or agency (a "Governmental Entity") is required by or with respect to the Company or any of its subsidiaries in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the transactions contemplated by this Agreement, except for (1) the filing of a premerger notification and report form by the Company under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), if necessary; (2) the filing with the Securities and Exchange Commission (the "SEC") of (A) a proxy statement relating to the Stockholders Meeting (such proxy statement, as amended or supplemented from time to time, the "Proxy Statement"), and (B) such reports under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the "Exchange Act"), as may be required in connection with this Agreement and the transactions contemplated by this Agreement; (3) the filing of the 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 the filing with Governmental Entities of appropriate documents to satisfy the applicable requirements of state securities or "blue sky" laws; and (4) those required filings, regulations, consents and approvals listed on Schedule 4.01(d)(ii) hereto. (iii) Assuming the accuracy of the representations and warranties in Section 4.02(e), the restrictions on "business combinations" (as defined in Section 203 of the DGCL) as set forth in Section 203 of the DGCL will not apply to the Merger. (iv) As of the date hereof, the Board of Directors of the Company has by a unanimous vote (1) determined that it is advisable and in the best interest of the Company's stockholders for the Company to enter into this Agreement and to consummate the Merger upon the terms and subject to the conditions of this Agreement, (2) approved this Agreement and the transactions contemplated hereby in accordance with the applicable provisions of the DGCL, (3) authorized the performance by the Company of this Agreement and (4) recommended the approval of the Merger and adoption of this Agreement by holders of the Company Common Stock and directed that this Agreement be submitted for consideration by the Company's stockholders at a meeting of the stockholders of the Company to consider approval of the Merger and adoption of this Agreement.

Authority; Noncontravention. (a) The Company has all requisite corporate power and authority to enter into this Agreement and and, subject to receipt of the Company Stockholder Approval, to consummate the transactions contemplated by this AgreementAgreement (the "Transactions"). The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby Transactions have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of the Company, subject, in the case of the Merger, to receipt of the Company Stockholder Approval. This Agreement has been duly executed and when delivered by the Company shall constitute and, assuming the due authorization, execution and delivery by the Parent and Merger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company and the selling shareholders, as applicable, in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity. . (b) The execution and delivery of this Agreement do does not, and the consummation of the transactions contemplated by this Agreement Transactions and compliance with the provisions hereof of this Agreement will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of amendment, termination, cancellation or acceleration of or “put” right with respect to any obligation or to a the loss of a material benefit under or increase of obligation under, or result in the creation of any lien Lien upon any of the properties or assets of owned by, licensed to, or leased by the Company or any of its Subsidiaries under, (i) the Company’s articles certificate of incorporation or bylaws, if anybylaws of the Company or the comparable organizational documents of any of its Subsidiaries, (ii) any loan or credit agreementContract, notecommitment, bondarrangement, mortgage, indenture, lease or other agreementunderstanding, instrument, permit, concession, franchise or license similar authorization applicable to the Company, Company or any of its properties Subsidiaries or assets, their respective assets or (iii) subject to the governmental filings and other matters referred to in the following sentenceSection 3.4(c), (A) any judgment, order, decree, order or decree or (B) any statute, law, ordinance, rulerule or regulation, regulation or arbitration award in each case applicable to the Company, Company or any of its Subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or liens Liens that individually or in the aggregate could would not reasonably be expected to (x) have a material adverse effect Material Adverse Effect on the Company, (y) impair the ability of the Company to perform its obligations under this Agreement or (z) prevent or materially delay the consummation of the Transactions. (c) No consent, approval, order or authorization of, action by or in respect of, or registration, recordation, declaration or filing with, any federal, state, local or foreign government, any court, administrative, regulatory or other governmental agency, commission or authority or any non-governmental self-regulatory agency, commission or authority (each a "Governmental Entity") is required by or with respect to the Company or could any of its Subsidiaries in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the Transactions, except for (i) the filing with the Securities and Exchange Commission (the "SEC") of (A) a proxy statement relating to the Company Stockholders Meeting (such proxy statement, as amended or supplemented from time to time, the "Proxy Statement") and (B) such reports under Section 13(a), 13(d), 15(d) or 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act") as may be required in connection with this Agreement, the Stockholders Agreement and the Transactions; (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business and such filings with Governmental Entities to satisfy the applicable requirements of state securities or "blue sky" laws; and (iii) 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 preventreasonably be expected to (x) have a Material Adverse Effect on the Company, hinder or materially delay (y) impair the ability of the Company to consummate perform its obligations under this Agreement or (z) prevent or materially delay the transactions contemplated by this Agreementconsummation of the Transactions.

Authority; Noncontravention. The Company Partners has all requisite corporate power and authority to 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 the Company Partners and the consummation by the Company Partners of the transactions contemplated hereby by this Agreement have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of Partners, subject, in the Companycase of the Amalgamation, to the Partners Stockholder Approval. This Agreement has been duly executed and when delivered by Partners and, assuming the Company shall constitute a due authorization, execution and delivery by NTL and Sub, constitutes the legal, valid and binding obligation of the CompanyPartners, enforceable against the Company and the selling shareholders, as applicable, Partners in accordance with its terms, except as such enforcement enforceability may be limited by bankruptcy, insolvency or other applicable bankruptcy and similar laws affecting the enforcement of creditors’ rights generally or by general principles of equityequity (whether considered in a proceeding in equity or at law). The Except as set forth in Section 3.1(d) of the Partners Disclosure Schedule, the execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof of this Agreement will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to a loss of a material benefit under, or result in the creation of any lien Lien upon any of the properties or assets of the Company Partners or any of its subsidiaries under, (i) the Company’s articles memorandum of incorporation association or bylaws, if anybye-laws of Partners or the comparable organizational documents of any of its subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise franchise, license or license similar authorization applicable to the Company, Partners or any of its subsidiaries or their respective properties or assets, assets or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, rule or regulation or arbitration award applicable to the Company, Partners or any of its subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or liens Liens that individually or in the aggregate could 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. No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any federal, state, local or foreign government, any court, administrative, regulatory or other governmental agency, commission or authority or any nongovernmental self-regulatory agency, commission or authority (a "Governmental Entity") is required by or with respect to Partners or any of its subsidiaries in connection with the Company execution and delivery of this Agreement by Partners or could not prevent, hinder or materially delay the ability consummation by Partners of the Company to consummate the transactions contemplated by this Agreement, except for (1) the filing with the SEC of (A) a 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 (B) 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; (2) the consent of the Minister in connection with the Amalgamation and the registration of the Amalgamated Company with the Registrar of Companies 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. The Company has all requisite corporate power and authority to enter into this Agreement and and, subject to the Company Shareholder Approval (as defined in Section 3.01(m)), 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 hereby by this Agreement have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of the Company, subject, in the case of the adoption of this Agreement, to the Company Shareholder Approval. This Agreement has been duly executed and when delivered by the Company shall and constitute a valid and binding obligation obligations of the Company, enforceable against the Company and the selling shareholders, as applicable, in accordance with its their terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof of this Agreement will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation cancelation or acceleration of or “put” right with respect to any obligation or to a loss of a material benefit under, or result in the creation of any lien Lien upon any of the properties or assets of the Company or any of its subsidiaries under, (i) the Company’s articles Certificate of incorporation Incorporation or bylaws, if anyBy-laws of the Company or the comparable organizational documents of any of its subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to the Company, Company or any of its subsidiaries or their respective properties or assets, assets or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, rule or regulation or arbitration award applicable to the Company, Company or any of its subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or liens Liens that individually or in the aggregate could would not (x) have a material adverse effect on the Company, (y) impair the ability of the Company to perform its obligations under this Agreement in any material respect or (z) prevent or materially delay the consummation of any of the transactions contemplated by this Agreement. No consent, approval, order or authorization 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"), is required by or with respect to the Company or could not prevent, hinder or materially delay any of its subsidiaries in connection with the ability execution and delivery of this Agreement by the Company to consummate or the consummation by the Company of the transactions contemplated by this Agreement., except for (1) the filing of a premerger notification and report form by the Company under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act");

Authority; Noncontravention. The Company has all the requisite corporate power and authority to enter into this Agreement and and, subject to, if required by law, approval of the Merger by an affirmative vote of the holders of a majority of the Shares (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 hereby by this Agreement have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of the Company, subject, in the case of this Agreement, to the Company Stockholder Approval if such approval is required by law. This Agreement has been duly executed and when delivered by the Company shall constitute and constitutes a valid and binding obligation of the Company, enforceable against the Company and the selling shareholders, as applicable, in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof of this Agreement will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation cancelation or acceleration of or “put” right with respect to any obligation 17 13 or to a loss of a material benefit under, or result in the creation of any lien Liens in or upon any of the properties or assets of the Company under, or any of its subsidiaries under any provision of (i) the Company’s articles Amended and Restated Certificate of incorporation Incorporation or bylaws, if anyBy laws of the Company or the comparable organizational documents of any of its subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to the Company, Company or any of its subsidiaries or any of their respective properties or assets, assets or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, (A) statute, law, ordinance, rule, rule or regulation or arbitration award (B) judgment, order or decree applicable to the Company, Company or any of its subsidiaries or any of their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses rights or liens Liens that individually or in the aggregate could would not (x) have a material adverse effect on the Company, (y) impair in any material respect the ability of the Company to perform its obligations under this Agreement or (z) prevent or materially delay the consummation of any of the transactions contemplated by this Agreement. No consent, approval, order or authorization 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"), is required by or with respect to the Company or could not preventany of its subsidiaries in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the Merger or the transactions contemplated by this Agreement, hinder except for (1) the filing of a premerger notification and report form by the Company under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act") and filings under similar laws of certain foreign jurisdictions as may be required ("Foreign Filings"), (2) the filing with the SEC and the Nasdaq Stock Market, Inc. of (A) the Schedule 14D-9, (B) a proxy statement relating to the Company Stockholder Approval, if such approval is required by law (as amended or supplemented from time to time, the "Proxy Statement") and (C) such reports under Section 13(a) of 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 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 the failure of which to be obtained 18 14 or made would not, individually or in the aggregate, have a material adverse effect on the Company or prevent or materially delay the ability consummation of the Company to consummate any of the transactions contemplated by this Agreement.

Authority; Noncontravention. The Company Each Selling Shareholder has all requisite power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary action on the part of the Company. This Agreement has been duly executed and when delivered by the Company Selling Shareholders shall constitute a valid and binding obligation of the CompanySelling Shareholders, enforceable against each of the Company and the selling shareholders, as applicableSelling Shareholders, in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to a loss of a material benefit under, or result in the creation of any lien upon any of the properties or assets of the Selling Shareholders or the Company under, (i) the Company’s or any Selling Shareholder’s certificate or articles of incorporation incorporation, bylaws or bylaws, if any, other organizational or charter documents of the Company; (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, ; franchise or license applicable to the Company, a Selling Shareholder or its properties or assets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, regulation or arbitration award applicable to the Company, a Selling Shareholder, its properties or assets, other than, in the case 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 the Company or a Selling Shareholder, as applicable, or could not prevent, hinder or materially delay the ability of the Company Selling Shareholders to consummate the transactions contemplated by this Agreement.

Authority; Noncontravention. The Company has all requisite corporate power and authority to enter into this Agreement and and, subject to the Company Stockholder Approval (as defined in Section 3.1(l)), 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 hereby have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of the Company, subject, in the case of the Merger, to the Company Stockholder Approval. This Agreement has been duly executed and when delivered by the Company shall constitute and, assuming the due authorization, execution and delivery by Acquiror and Merger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company and the selling shareholders, as applicable, in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution and delivery of this Agreement do does not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof of this Agreement will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to a loss of a material benefit under, or result in the creation of any lien Lien upon any of the properties or assets of the Company or any of its subsidiaries under, (i) the Company’s articles of incorporation or bylaws, if anycode of regulations of the Company or the comparable organizational documents of any of its subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise franchise, license or license similar authorization applicable to the Company, Company or any of its subsidiaries or their respective properties or assets, assets or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, rule or regulation or arbitration award applicable to the Company, Company or any of its subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or liens Liens that individually or in the aggregate could would not (x) have a material adverse effect with respect to on the Company or could not prevent, hinder (y) reasonably be expected to materially impair or materially delay the ability of the Company to consummate perform its obligations under this Agreement. No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any federal, state, local or foreign government, any court, administrative, regulatory or other governmental agency, commission or authority or any non-governmental U.S. or foreign self-regulatory agency, commission or authority or any arbitral tribunal (each, a "Governmental Entity") is required by the Company or any of its subsidiaries in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the transactions contemplated hereby, except for: (1) the filing with the SEC of (A) a proxy statement relating to the Company Stockholders Meeting (as defined in Section 5.1(b)) (such proxy statement, together with the proxy statement relating to the Acquiror 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 (B) such reports under Section 13(a), 13(d), 15(d) or 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as may be required in connection with this Agreement and the transactions contemplated hereby; (2) the filing of the Certificate of Merger with the Secretary of State of the State of Ohio and such filings with Governmental Entities to satisfy the applicable requirements of state securities or "blue sky" laws; (3) the filing of a premerger notification and report form by the Company under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended ("HSR Act"); (4) such filings, consents, approvals, orders or authorizations required to be made or obtained pursuant to the laws of any non-U.S. jurisdiction relating to antitrust matters or competition ("Foreign Antitrust Laws"); 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 the Company or (y) reasonably be expected to materially impair or delay the ability of Company to perform its obligations under this Agreement.

Authority; Noncontravention. The Company Empyrean has all the requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by the Company Empyrean and the consummation by the Company Empyrean of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of the CompanyEmpyrean. This Agreement has been duly executed and when delivered by the Company shall constitute Empyrean and constitutes a valid and binding obligation of the CompanyEmpyrean, enforceable against the Company and the selling shareholders, as applicable, Empyrean in accordance with its terms, except as that such enforcement enforceability (i) may be limited by bankruptcy, insolvency insolvency, moratorium or other similar laws affecting or relating to the enforcement of creditors’ ' rights generally or by and (ii) is subject to general principles of equity. . (a) The execution and delivery of this Agreement do does not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof of this Agreement will not, conflict with, or result in any breach or violation of, of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to a loss of a material benefit under, or result in the creation of any lien upon any of the properties or assets of the Company underEmpyrean or any of its subsidiaries pursuant to, any provision of (i) the Company’s articles certificate of incorporation or bylawsby-laws of Empyrean or any provision of the comparable charter, if anyor organizational documents of any of its subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, material lease or other material agreement, instrument, permit, concession, concession franchise or license applicable to the CompanyEmpyrean or any of its subsidiaries or their respective properties, its properties assets or assets, business or (iii) subject to the governmental filings and other matters referred to in the following sentenceclause (c) below, any judgment, order, decree, statute, law, ordinance, rule, regulation regulation, judgment, order or arbitration award decree applicable to the Company, Empyrean or any of its subsidiaries or their respective properties or assets, other than, than in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses rights or liens that individually or in the aggregate could would not (x) have a material adverse effect with on Empyrean, (y) impair in any material respect the ability of Empyrean to the Company perform its obligations under this Agreement or could not prevent, hinder (z) prevent or materially delay the ability consummation of the Company to consummate any of the transactions contemplated by this Agreement. (b) No consent, approval, order or authorization of, or registration, declaration or filing with, any federal, state or local government or any court, administrative agency, regulatory body, commission or other governmental authority or agency, domestic or foreign, is required by or with respect to Empyrean or any of its subsidiaries in connection with the execution and delivery of this Agreement by Empyrean or the consummation by Empyrean of the transactions contemplated by this Agreement other than (i) the Form S-4, (ii) the IBC-Empyrean, L.L.C. Certificate and (iii) 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, have a material adverse effect on Empyrean or prevent or materially delay the consummation of any of the transactions contemplated by this Agreement.

Authority; Noncontravention. The Company has all requisite corporate power and authority to enter into this Agreement and and, subject, in the case of the Merger, to the Company Shareholder Approval (as defined in Section 3.1(r)) to consummate the transactions contemplated by this Agreementhereby and thereby. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of the Company, subject, in the case of the Merger, to the Company Shareholder Approval. This Agreement has been duly executed and when delivered by the Company shall constitute a and, assuming the due authorization, execution and delivery by Parent and Merger Sub, constitutes the legal, valid and binding obligation of the Company, enforceable against the Company and the selling shareholders, as applicable, in accordance with its terms, except as that (i) such enforcement enforceability may be limited by subject to applicable bankruptcy, insolvency or other similar laws now or hereafter in effect affecting the enforcement of creditors’ ' rights generally and (ii) the availability of the remedy of specific performance or by general principles injunction or other forms of equityequitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought. The Except as set forth in Section 3.1(d) of the Company Disclosure Schedule, the execution and delivery of this Agreement do does not, and the consummation of the transactions contemplated by this Agreement hereby (including the Bank Combination (as defined in Section 5.3)) and compliance with the provisions hereof of this Agreement will not, conflict with, or result in any breach violation, forfeiture or violation termination of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of forfeiture, termination, cancellation or acceleration (with or without notice or lapse of time, or “put” right with respect to both) of any obligation or to a loss of a material benefit or, in the case of clause (iii) below, any obligation or loss of a benefit, or payment of any termination or similar fee, under, or result in the creation of any lien Lien upon any of the properties or assets of the Company or any of its Subsidiaries under, (i) the Company’s articles certificate of incorporation or bylaws, if anyby-laws of the Company, (ii) the certificate of incorporation or by-laws or the comparable organizational documents of any of its Subsidiaries, (iii) any loan or credit agreement, note, bond, mortgage, indenture, lease lease, vendor agreement, software agreement or other agreement, instrument, Intellectual Property (as defined in Section 3.1(n)) right, permit, concession, franchise franchise, license or license similar authorization applicable to the Company, Company or any of its Subsidiaries or their respective properties or assetsassets that is material to the operations of the Company and its Subsidiaries, taken as a whole, or (iiiiv) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, rule or regulation or arbitration award applicable to the Company, Company or any of its Subsidiaries or their respective properties or assets, other than, in the case of clauses clause (ii) and ), (iii)) or (iv) only, any such conflicts, breaches, violations, defaults, rights, losses or liens Liens that would not, individually or in the aggregate could not have (x) reasonably be expected to result in a material adverse effect with respect to Material Adverse Effect on the Company or could not prevent, hinder (y) reasonably be expected to materially impair or materially delay the ability of the Company to consummate perform its obligations under this Agreement. Except as set forth in Section 3.1(d) of the Company Disclosure Schedule, no consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any (i) Federal, state, local, municipal or foreign government, (ii) governmental, quasi-governmental authority (including any governmental agency, commission, branch, department or official, and any court or other tribunal) or body exercising, or entitled to exercise, any governmentally-derived administrative, executive, judicial, legislative, police, regulatory or taxing authority, or (iii) any self-regulatory organization, administrative or regulatory agency, commission or authority (each, a "Governmental Entity") is required by or with respect to the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the transactions contemplated hereby, except for (1) the filings with the SEC of (A) a proxy statement relating to the Company Shareholders Meeting (such proxy statement, as amended or supplemented from time to time, the "Proxy Statement"), and the clearance thereof by the SEC, and a registration statement on Form S-4 to be prepared and filed in connection with the issuance of Parent Common Stock in the Merger (the "Form S-4"), and the declaration of effectiveness thereof by the SEC, and (B) such reports under the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement; (2) the filing of the Certificate of Merger with the Secretary of State of the State of New Jersey and the Secretary of State of the State of Delaware and such filings with Governmental Entities to satisfy the applicable requirements of the laws of states in which the Company and its Subsidiaries are qualified or licensed to do business or state securities or "blue sky" laws; (3) the approval of the Board of Governors of the Federal Reserve System (the "Federal Reserve") under the Bank Holding Company Act of 1956, as amended (the "BHC Act"); (4) the approval of the New Jersey Department of Banking and Insurance (the "New Jersey Banking Department"); (5) the approval of the Office of the Comptroller of the Currency (the "OCC"); and (6) filings required as a result of the particular status of Parent or Merger Sub. No shareholder of the Company will have any appraisal or dissenters' or similar rights in connection with the Merger.

Authority; Noncontravention. The Company has all requisite corporate power and authority to enter into execute, deliver and perform its obligations under this Agreement and and, subject, in the case of the Merger, to the Company Stockholder Approval (as defined in Section 3.01(l)), to consummate the transactions contemplated by this AgreementTransactions. The execution execution, delivery and delivery performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby Transactions have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of the Company, subject, in the case of the Merger, to the Company Stockholder Approval. This Agreement has been duly executed and when delivered by the Company shall constitute and, assuming the due authorization, execution and delivery by Parent and Purchaser, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company and the selling shareholders, as applicable, in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution and delivery of this Agreement do does not, and the consummation of the transactions contemplated by this Agreement Transactions and compliance with the provisions hereof of this Agreement will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to a loss of a material benefit under, require the consent of any third party, or result in the creation of any lien Lien upon any of the properties or assets of the Company under, (i) the Company’s articles certificate of incorporation or bylaws, if anyby-laws of the Company, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease Contract or other agreementcontract, instrument, permit, concession, franchise or license applicable to which the Company is a party or by which the Company or the Company, its 's properties or assets, assets is bound or affected or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, rule or regulation or arbitration award applicable to the Company or the Company, its 's properties or assets, other than, (A) in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or liens that Liens that, individually or in the aggregate could aggregate, would not (x) have a material adverse effect with respect to on the Company or could not prevent, hinder (y) reasonably be expected to materially impair or materially delay the ability of the Company to consummate perform its obligations under this Agreement and (B) in the transactions contemplated case of clause (ii), any consents, violations or rights of termination that arise in connection with the Company's agreements with municipal or county Governmental Entities other than those Governmental Entities listed in Section 3.01(p) of the Company Disclosure Schedule (the "Significant Local Clients"). No consent, approval, order or authorization of, action by, or in respect of, or registration, declaration or filing with, any federal, state, local or foreign government, any court, administrative, regulatory or other governmental agency, commission or authority or any non-governmental U.S. or foreign self-regulatory agency, commission or authority or any arbitral tribunal (each, a "Governmental Entity") is required by the Company in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the Transactions, except for: (1) the filing with the SEC of (A) the Schedule 14D-9 and, if applicable, the Proxy Statement, and (B) 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 and the Transactions; (2) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business and such filings with Governmental Entities to satisfy the applicable requirements of state securities or "blue sky" laws; (3) the filing of a pre-merger notification and report form under the Hart-Scott-Rodino Antitrxxx Xxxxxxxxxxxx Act of 1976, as amended (the "HSR Act), and the expiration or termination of the waiting period thereunder and the filing of comparable pre-merger notifications in non-U.S. jurisdictions, if applicable, and the expiration of any waiting periods thereunder; (4) 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 the Company or (y) reasonably be expected to materially impair or delay the ability of the Company to perform its obligations under this Agreement; and (5) consents from or notices to any municipal or county Governmental Entity solely in a contractual capacity as clients of the Company other than the Significant Local Clients.

Authority; Noncontravention. The Company has all requisite corporate power and authority to enter into this Agreement and Agreement, and, subject to the Shareholder Approval, to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby and thereby have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of the Company, subject, in the case of the Merger, to the Shareholder Approval. This Agreement has been duly executed and when delivered by the Company shall constitute Company, and, assuming the due authorization, execution and delivery by Buyer and Parent, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company and the selling shareholders, as applicable, in accordance with its terms. Except as set forth on Schedule 3.1(d) of the Company Disclosure Letter, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof of this Agreement will not, (i) conflict withwith the articles of incorporation or code of regulations or comparable organizational documents of any of the Company Entities, or (ii) result in any breach or breach, violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or creation or acceleration of or “put” right with respect to any obligation or to right of a third party or loss of a material benefit under, or result in the creation of any lien Lien upon any of the properties or assets of the Company Entities under, (i) the Company’s articles of incorporation or bylaws, if any, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise franchise, license or license other authorization applicable to the Company, its Company Entities or their respective properties or assets, assets or (iii) subject to the governmental filings and other matters referred to in the following sentence, conflict with or violate any judgment, order, decree, statute, law, ordinance, rule, rule or regulation or arbitration award applicable to the Company, its Company Entities or their respective properties or assets, other than, in the case of clauses (ii) and (iii), ) any such conflicts, breaches, violations, defaults, rights, losses or liens that Liens that, individually or in the aggregate could aggregate, would not reasonably be expected to have a material adverse effect Company Material Adverse Effect or that would not prevent or materially delay consummation of the transactions contemplated by this Agreement. No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any federal, state, or local, foreign or supra-national 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") is required by the Company in connection with respect to the execution and delivery of this Agreement by the Company or could the consummation by the Company of the transactions contemplated hereby or thereby, except for: (i) the filing with the Securities and Exchange Commission (the "SEC") of a proxy statement relating to the Shareholders Meeting (such proxy statement, as amended or supplemented from time to time, the "Proxy Statement"); (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Ohio; (iii) the filing of a premerger notification and report form by the Company under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended ("HSR Act"); (iv) the consents, approvals, orders or authorizations set forth on Schedule 3.1(d) of the Company Disclosure Letter; (v) the antitrust and competition laws of foreign countries; (vi) the "takeover" or "blue sky" laws of various states; and (vii) such consents, approvals, orders or authorizations the failure of which to be made or obtained, individually or in the aggregate, would not prevent, hinder reasonably be expected to have a Company Material Adverse Effect or would not prevent or materially delay the ability consummation of the Company to consummate the transactions contemplated by this Agreement.

Authority; Noncontravention. The Company has all requisite corporate power and authority to enter into this Agreement and and, subject to the Company Shareholder Approval, to consummate the transactions contemplated by this Agreement. The Board of Directors of the Company has unanimously approved this Agreement and the transactions contemplated by this Agreement, and has resolved to recommend to the Company's shareholders that they give the Company Shareholder Approval. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby by this Agreement have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of the Company, subject to the Company Shareholder Approval. This Agreement has been duly executed and when delivered by the Company shall constitute and, assuming the due authorization, execution and delivery by each of the other parties hereto, constitutes a valid and binding obligation of the Company, enforceable against the Company and the selling shareholders, as applicable, in accordance with its terms, except as such enforcement may be limited by terms (subject to bankruptcy, insolvency insolvency, moratorium, reorganization or other similar laws affecting the enforcement rights of creditors’ rights creditors generally or by general principles and the availability of equityequitable remedies). The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof of this Agreement will not, not conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation termination or acceleration of or “put” right with respect to any obligation or to a loss of a any material benefit rights under, or result in the creation of any lien Lien upon any of the properties or assets of the Company or any Company Subsidiary under, (i) the Company’s articles Second Amended and Restated Articles of incorporation Incorporation or bylaws, if anyCode of Regulations of the Company or the comparable organizational documents of any Company Subsidiary, (ii) any contract, permit, license, loan or credit agreement, note, bond, mortgage, indenture, lease or other property agreement, instrumentpartnership or joint venture agreement or other legally binding agreement, permitwhether oral or written (a "Contract"), concession, franchise or license applicable to the Company, its Company or any Company Subsidiary or their respective properties or assets, assets or (iii) subject to the governmental filings and the obtaining of the Company Shareholder Approval and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, rule or regulation or arbitration award applicable to the Company, its Company or any Company Subsidiary or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses rights or liens Liens that individually or in the aggregate could would not have a material adverse effect Company Material Adverse Effect. No consent, approval, order or authorization of, or registration 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"), is required by or with respect to the Company or could not prevent, hinder or materially delay any Company Subsidiary in connection with the ability execution and delivery of this Agreement by the Company to consummate or the consummation by the Company of the transactions contemplated by this Agreement, except for (i) the filing of a premerger notification and report form by the Company under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), (ii) the filing with the Securities and Exchange Commission ( the "SEC") of (A) a joint proxy statement relating to the Company Shareholders Meeting and the Parent Stockholders Meeting (as amended or supplemented from time to time, the "Joint Proxy Statement") and (B) such reports under Section 12 or 13(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (iii) 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 the Company is qualified to do business and such filings with Governmental Entities to satisfy the applicable requirements of state securities or "blue sky" laws, (iv) notifications to the NYSE, (v) those that may be required solely by reason of Parent's or Sub'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 the Company or any Company 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 Company Material Adverse Effect.

Authority; Noncontravention. The Company has all the requisite corporate --------------------------- power and authority to enter into this Agreement and and, subject to Company Shareholder Approval, to consummate the transactions contemplated by this Agreementhereby. The Offer, the execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby and thereby have been (or at Closing will have been) duly authorized by Company's Board of Directors, which constitutes all necessary corporate action on the part of Company, subject, in the Companycase of the Merger, to Company Shareholder Approval. This Agreement has been duly executed and when delivered by the Company shall constitute and constitutes a valid and binding obligation of the Company, enforceable against the Company and the selling shareholders, as applicable, in accordance with its terms, except as such enforcement to the extent that its enforceability may be limited by applicable bankruptcy, insolvency insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ ' rights generally or by general equitable or fiduciary principles (the "Enforceability Exception"). Except as disclosed in Section 4.4 of equity. The the Disclosure Schedule, the execution and delivery by Company of this Agreement do does not, and the consummation by Company of the transactions contemplated by the Offer and this Agreement and compliance by Company with the provisions hereof will not, conflict with, or result in (a) any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation cancellation, acceleration or acceleration of or “"put” right ", with respect to any obligation or to a (b) the loss of a material benefit under, or result in other right or (c) the creation of any lien Lien upon any of the properties or assets of the Company or any of its Subsidiaries under, (i) the Company’s articles Restated Articles of incorporation Incorporation, as amended, or bylawsBylaws, if anyas amended, of Company or the comparable organizational documents of any of its Subsidiaries, (ii) any loan or credit agreement, note, note purchase agreement, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to the Company, Company or any of its Subsidiaries or their respective properties or assets, assets or (iii) subject to the governmental filings and other matters set forth in Section 4.4 of the Disclosure Schedule or referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, regulation or arbitration award applicable to the Company, Company or any of its Subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or liens Liens that individually or in the aggregate could would not have a material adverse effect with respect to the Company Material Adverse Effect or could would not prevent, hinder prevent or materially delay the ability of the Company and/or MergerCo to consummate the transactions contemplated by this Agreement if not cured or waived by the Closing Date. No consent, approval, order or authorization of, or registration, declaration or filing with, or notice to, any Federal, state or local government or any domestic court, administrative agency or commission or other governmental authority or agency (a "Governmental Entity"), or any other person under any material agreement, indenture or other instrument to which Company or any Subsidiary is a party or to which any of its properties is subject, is required by or with respect to Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement by Company or the consummation by Company of the transactions contemplated hereby, except for (i) the filing of a pre-merger notification and report form by Company under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (ii) the filing with the SEC of (x) a proxy statement or other information statement under Section 14(c) of the Exchange Act relating to Company Shareholder Approval (such proxy statement as amended or supplemented from time to time, the "Proxy Statement"), and (y) such reports under the Exchange Act as may be required in connection with the Offer and this Agreement and the transactions contemplated by this Agreement, (iii) the filing of the Articles of Merger with the Secretary of the State of Texas and appropriate documents with the relevant authorities of other states in which Company is qualified to do business and (iv) such other consents, approvals, orders, authorizations, registrations, declarations, filings or notices as are set forth in Section 4.4 of the Disclosure Schedule and which the failure to obtain or make would not, individually or in the aggregate, have a Material Adverse Effect.

Authority; Noncontravention. The Company has all requisite corporate power and authority to enter into this Agreement and and, subject, in the case of the Merger, to the Company Stockholder Approval (as defined in Section 3.1(r)) to consummate the transactions contemplated by this Agreementhereby and thereby. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of the Company, subject, in the case of the Merger, to the Company Stockholder Approval. This Agreement has been duly executed and when delivered by the Company shall constitute a and, assuming the due authorization, execution and delivery by Parent and Merger Sub, constitutes the legal, valid and binding obligation of the Company, enforceable against the Company and the selling shareholders, as applicable, in accordance with its terms, except as that (i) such enforcement enforceability may be limited by subject to applicable bankruptcy, insolvency or other similar laws now or hereafter in effect affecting the enforcement of creditors’ ' rights generally and (ii) the availability of the remedy of specific performance or by general principles injunction or other forms of equityequitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought. The execution and delivery of this Agreement do does not, and the consummation of the transactions contemplated by this Agreement hereby (including, without limitation, the Bank Combination (as defined in Section 5.5)) and compliance with the provisions hereof of this Agreement will not, conflict with, or result in any breach violation, forfeiture or violation termination of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of forfeiture, termination, cancellation or acceleration (with or without notice or lapse of time, or “put” right with respect to both) of any obligation or to loss of a benefit or, in the case of clause (iii) below, any material obligation or loss of a material benefit benefit, under, or result in the creation of any lien Lien upon any of the properties or assets of the Company or any of its subsidiaries under, (i) the Company’s articles certificate of incorporation or bylaws, if anyby-laws of the Company, (ii) the certificate of incorporation or by-laws or the comparable organizational documents of any of its subsidiaries, (iii) any loan or credit agreement, note, bond, mortgage, indenture, lease lease, vendor agreement, software agreement or other agreement, instrument, Intellectual Property (as defined in Section 3.1(n)) right, permit, concession, franchise franchise, license or license similar authorization applicable to the Company, Company or any of its subsidiaries or their respective properties or assets, assets that is material to the operations of the Company and its subsidiaries taken as a whole or (iiiiv) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, rule or regulation or arbitration award applicable to the Company, Company or any of its subsidiaries or their respective properties or assets, other than, in the case of clauses clause (ii) and (iiiiv), any such conflicts, breaches, violations, defaults, rights, losses or liens Liens that individually or in the aggregate could would not (x) reasonably be expected to have a material adverse effect with respect to on the Company or could not prevent, hinder (y) reasonably be expected to materially impair or materially delay the ability of the Company to consummate perform its obligations under this Agreement. Except as set forth in Section 3.1(d) of the Company Disclosure Schedule, no consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any (i) Federal, state, local, municipal or foreign government, (ii) governmental, quasi-governmental authority (including any governmental agency, commission, branch, department or official, and any court or other tribunal) or body exercising, or entitled to exercise, any governmentally-derived administrative, executive, judicial, legislative, police, regulatory or taxing authority, or (iii) any self-regulatory organization, administrative or regulatory agency, commission or authority (each, a "Governmental Entity") is required by or with respect to the Company or any of its subsidiaries in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the transactions contemplated hereby, except for (1) the filing of a pre-merger notification and report form by the Company under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amendxx (xxx "XXX Xxx"), 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 filings with the SEC of (A) a proxy statement relating to the Company Stockholders Meeting (such proxy statement, as amended or supplemented from time to time, the "Proxy Statement") and a registration statement on Form S-4 to be prepared and filed in connection with the issuance of Parent Common Stock in the Merger (the "Form S-4"), and (B) 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; (3) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and such filings with Governmental Entities to satisfy the applicable requirements of the laws of states in which the Company and its subsidiaries are qualified or licensed to do business or state securities or "blue sky" laws; (4) the approval of the Board of Governors of the Federal Reserve System (the "Federal Reserve") under Section 4(j) of the Bank Holding Company Act; (5) the approval of the Office of Thrift Supervision under the Homeowners' Loan Act (the "OTS Approval"); (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; and (7) filings required as a result of the particular status of Parent or Merger Sub (collectively, the "Governmental Approvals").

Authority; Noncontravention. (a) The Company Investor has all requisite necessary power and authority to enter into execute and deliver this Agreement and the Registration Rights Agreement and 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 by and the Company Registration Rights Agreement and the consummation by the Company Investor of the transactions contemplated hereby Transactions have been (or at Closing will have been) duly authorized and approved by all necessary action on the part of the CompanyInvestor, and no further action, approval or authorization by any of its stockholders, partners, members or other equity owners, as the case may be, is necessary to authorize the execution, delivery and performance by the Investor of this Agreement and the Registration Rights Agreement and the consummation by the Investor of the Transactions. This Agreement has been duly executed and when delivered by the Company shall constitute Investor and, assuming due authorization, execution and delivery hereof by the Company, constitutes a legal, valid and binding obligation of the CompanyInvestor, enforceable against the Company and the selling shareholders, as applicable, Investor in accordance with its terms, except as such enforcement enforceability may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The Bankruptcy and Equity Exception. (b) Neither the execution and delivery of this Agreement do notor the Registration Rights Agreement by the Investor to which it is a party, and nor the consummation of the transactions contemplated Transactions by this Agreement and the Investor, nor the performance or compliance by the Investor with any of the terms or provisions hereof or thereof, will not(i) conflict with or violate any provision of the certificate of formation, conflict withoperating agreement or other comparable charter or organizational documents of the Investor, or result in (ii) (x) violate any breach Law or violation ofJudgment applicable to the Investor or any of its subsidiaries, or (y) violate or constitute a default (or constitute an event which, with or without notice or lapse of time, time or both, would violate or constitute a default) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to a loss of a material benefit under, or result in the creation of any lien upon under any of the properties terms, conditions or assets provisions of any Contract to which the Company under, (i) Investor or any of its subsidiaries is a party or accelerate the CompanyInvestor’s articles of incorporation or bylawsor, if any, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to the Company, its properties or assets, or (iii) subject to the governmental filings and other matters referred to in the following sentenceapplicable, any judgmentof its subsidiaries’, orderobligations under any such Contract, decree, statute, law, ordinance, rule, regulation or arbitration award applicable to the Company, its properties or assets, other thanexcept, in the case of clauses (ii) and (iiiclause ‎(ii), any such conflictsas would not, breaches, violations, defaults, rights, losses or liens that individually or in the aggregate could not aggregate, reasonably be expected to have a material adverse effect with respect to the Company or could not prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this Agreementan Investor Material Adverse Effect.

Authority; Noncontravention. (a) The Company has all the requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreementhereby. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby hereby, including the Reorganization, have been (or at Closing will have been) duly authorized by all necessary action on the part Board of Directors of the Company. . (b) This Agreement has been duly executed and when delivered by the Company shall constitute and constitutes a valid and binding obligation of the Company, enforceable against the Company and the selling shareholders, as applicable, in accordance with its terms, except as that (i) such enforcement may be limited by subject to applicable bankruptcy, insolvency or similar laws, now or hereafter in effect, affecting creditors, rights generally, and (ii) the remedy of specific performance and injunctive and other similar laws affecting forms of equitable relief may be subject to equitable defenses and to the enforcement discretion of creditors’ rights generally or by general principles of equity. the court before which any proceeding therefor may be brought. (c) The execution and delivery of this Agreement do does not, and the consummation by the Company of the transactions contemplated by this Agreement and compliance by the Company with the provisions hereof will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation, or “put” right with respect to any obligation or to a loss of a material benefit under, or result in the creation of any lien Lien (as defined in Section 9.5) upon any of the properties or assets of the Company under, or any of its Subsidiaries under (i) the Company’s articles Certificate of incorporation Incorporation or bylaws, if anyBy-laws (or other organizational documents) of the Company or any of its Subsidiaries, (ii) any loan or credit agreement, note, note purchase agreement, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to the Company, Company or any of its Subsidiaries or any of their respective properties or assets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, regulation or arbitration award applicable to the Company, Company or any of its Subsidiaries or any of their properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or liens Liens that individually or in the aggregate could would not have a material adverse effect Material Adverse Effect with respect to the Company or could not prevent, materially hinder or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement. (d) No consent, approval, order or authorization of, or registration, declaration or filing with, or notice to, any federal, state or local government or any court, administrative agency or commission or other governmental authority or agency, domestic or foreign (a "Governmental Entity"), is required by or with respect to the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the transactions contemplated hereby, except for (i) the filing of a pre-merger notification and report form by the Company under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (ii) the filing with the SEC of such reports under 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 of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business, and (iv) such other consents, approvals, orders, authorizations, registrations, declarations, filings or notices the failure of which to make or obtain, individually or in the aggregate, would not (x) prevent or materially delay consummation of the Reorganization or (y) have a Material Adverse Effect with respect to the Company.

Authority; Noncontravention. (a) The Company has all requisite power execution, delivery and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by the Company and the consummation performance by the Company of each of the transactions contemplated hereby have Transaction Documents has been (or at Closing will have been) duly authorized by all necessary action on the part of the Company. This Agreement has been duly executed Each Transaction Document, assuming due authorization, execution and when delivered delivery by the Company Investor, shall constitute a legal, valid and binding obligation of the Company, enforceable against the Company and the selling shareholders, as applicable, in accordance with its terms, except as that such enforcement enforceability (i) may be limited by bankruptcy, insolvency or insolvency, fraudulent transfer, reorganization, moratorium and other similar laws Laws of general application affecting or relating to the enforcement of creditors’ rights generally or by and (ii) is subject to general principles of equity, whether considered in a proceeding at law or in equity (the “Bankruptcy and Equity Exception”). The Pursuant to resolutions in form and substance previously approved by the Investor, the Board of Directors or a duly authorized committee thereof has approved, and at the request of the Investor will approve in advance of the Closing, for the express purpose of exempting each such transaction from Section 16(b) of the Exchange Act, pursuant to Rule 16b-3 thereunder to the extent applicable and the transactions contemplated by the Transaction Agreements, including the acquisition of the Purchased Shares, any disposition of such Purchased Shares, any acquisition of Common Stock upon conversion of the Purchased Shares, any deemed acquisition or disposition in connection therewith, and all transactions with the Company related thereto. (b) Neither the execution and delivery of this Agreement do notAgreement, and the other Transaction Documents by the Company, nor the consummation by the Company of the transactions contemplated Transactions, nor performance or compliance by this Agreement and compliance the Company with any of the terms or provisions hereof or thereof, will not, (i) conflict withwith or violate any provision of the Company Organizational Documents, or result in (ii) (x) violate any breach Law or violation of, Judgment applicable to the Company or (y) violate or constitute a default (or constitute an event which, with or without notice or lapse of time, time or both, would violate or constitute a default) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to a loss of a material benefit under, or result in the creation of any lien upon under any of the properties terms, conditions or assets provisions of the Company under, (i) the Company’s articles of incorporation or bylaws, if any, (ii) any loan or credit agreement, indenture, debenture, note, bond, mortgage, indenturedeed of trust, lease lease, sublease, license, contract or other agreementagreement (each, instrumenta “Contract”) to which the Company or any of its subsidiaries, permitas applicable, concession, franchise is a party or license applicable to accelerate the Company’s or, its properties or assets, or (iii) subject to the governmental filings and other matters referred to in the following sentenceif applicable, any judgmentof its subsidiaries’ obligations under any such Contract, order, decree, statute, law, ordinance, rule, regulation or arbitration award applicable to the Company, its properties or assets, other than, except in the case of clauses (ii) and (iiiclause ‎(ii), any such conflicts, breaches, violations, defaults, rights, losses or liens that individually or in the aggregate could as would not reasonably be expected to have a material adverse effect with respect to the Company or could not prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this AgreementMaterial Adverse Effect.

Authority; Noncontravention. The Company has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by this Agreementall necessary corporate action on the part of the Company and its stockholders. This Agreement has been duly executed and delivered by the Company and constitutes the valid and binding obligation of the Company enforceable against the Company in accordance with its terms. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary action on the part of the Company. This Agreement has been duly executed and when delivered by the Company shall constitute a valid and binding obligation of the Company, enforceable against the Company and the selling shareholders, as applicable, in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution and delivery of this Agreement do does not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof hereby will not, (i) result in the creation of a lien on any properties or assets of the Company or any of its Subsidiaries or (ii) conflict with, or result in any breach or violation of, or default under (with or without notice or lapse of time, or both) under), or give rise to a right of termination, cancellation cancellation, renegotiation or acceleration of or “put” right with respect to any obligation or to a loss of a material any benefit under, or result require any consent, approval or waiver from any Person in the creation of accordance with, (A) any lien upon any provision of the properties or assets organizational documents of the Company under, or any of its Subsidiaries or (i) the Company’s articles of incorporation or bylaws, if any, (iiB) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreementContract, instrument, permit, concession, franchise or license applicable to the Company, its properties or assets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, rule or regulation or arbitration award applicable to the Company, Company or any of its Subsidiaries or any of their respective properties or assets. No consent, approval, order or authorization of, or registration, declaration or filing with, any government, any court, tribunal, arbitrator, administrative agency, commission or other thangovernmental official, authority or instrumentality, in the each case of clauses (ii) and (iii)whether domestic or foreign, any such conflictsstock exchange or similar self-regulatory organization or any quasi-governmental or private body exercising any regulatory, breaches, violations, defaults, rights, losses taxing or liens that individually other governmental or in the aggregate could not have quasi-governmental authority (each a material adverse effect “Governmental Entity”) or third party is required by or with respect to the Company or could not prevent, hinder any of its Subsidiaries in connection with the execution and delivery of this Agreement or materially delay the ability consummation of the Company to consummate the transactions contemplated by this Agreementhereby, except for the filing of the Certificate of Merger.

Authority; Noncontravention. The Company (a) Buyer has all requisite the power and authority to enter into execute and deliver this Agreement and to perform its obligations hereunder and consummate the transactions contemplated by this AgreementTransactions. The execution and delivery of this Agreement by Buyer, the Company performance by Buyer of its obligations hereunder, and the consummation by the Company Buyer of the transactions contemplated hereby Transactions have been (or at Closing will have been) duly authorized by all necessary action on the part of the CompanyBuyer. This Agreement has been duly executed and when delivered by the Company shall constitute Buyer and constitutes a valid and binding obligation of the CompanyBuyer, enforceable against the Company and the selling shareholders, as applicable, Buyer in accordance with its terms, except as such enforcement may be limited by subject to the effects of bankruptcy, insolvency insolvency, fraudulent conveyance, reorganization, moratorium and other Laws relating to or other similar laws affecting the enforcement of creditors’ ' rights generally and general equitable principles (whether considered in a proceeding in equity or by general principles of equity. The at law). (b) Except for the filings required under the HSR Act, the execution and delivery of this Agreement do by Buyer does not, and the consummation of the transactions contemplated by this Agreement Transactions and compliance with the provisions hereof by Buyer will not, conflict with, or result in any breach or violation of, or constitute a default (or event which with or without the giving of notice or lapse of time, or both, would become a default) under, or give rise to a right of termination, cancellation amendment or acceleration of or “a "put” " right with respect to any obligation or to a loss of a material benefit under, or result in the creation of any lien Lien upon any of the properties or assets of the Company Buyer under, (i) the Company’s articles organizational documents of incorporation or bylaws, if anyBuyer, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease lease, contract, joint venture or other agreement, instrument, permit, concession, franchise or license applicable to the Company, Buyer or its properties or assets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgmentLaw, order, decree, statute, law, ordinance, rule, regulation Governmental Order or arbitration award applicable to the Company, Buyer or its properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or liens Liens that could not, individually or in the aggregate could not have a material adverse effect with respect to the Company or could not aggregate, prevent, hinder or materially delay the ability of the Company Buyer to consummate the transactions contemplated Transactions. No consent, approval, order or authorization of, action by, or registration, declaration or filing with, or notice to, any Governmental Entity is required by or with respect to Buyer in connection with the execution, delivery or performance of this AgreementAgreement by Buyer or the consummation by Buyer of the Transactions, except for (i) the notification requirements of the HSR Act and (ii) such other consents, approvals, orders, authorizations, registrations, declarations, filings or notices as may be required.

Authority; Noncontravention. The Company has all requisite corporate power and authority to enter into execute, deliver and perform its obligations under this Agreement and and, subject, in the case of the Merger, to the Company Stockholder Approval (as defined in Section 3.01(l)), to consummate the transactions contemplated by this AgreementTransactions. The execution execution, delivery and delivery performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby Transactions have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of the Company, subject, in the case of the Merger, to the Company Stockholder Approval. This Agreement has been duly executed and when delivered by the Company shall constitute and, assuming the due authorization, execution and delivery by Parent and Purchaser, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company and the selling shareholders, as applicable, in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution and delivery of this Agreement do does not, and the consummation of the transactions contemplated by this Agreement Transactions and compliance with the provisions hereof of this Agreement will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to a loss of a material benefit under, or result in the creation of any lien Lien upon any of the properties or assets of the Company or any of its subsidiaries under, (i) the Company’s articles certificate of incorporation or bylaws, if anyby-laws of the Company or the comparable organizational documents of any of its subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise franchise, license or license similar authorization applicable to the Company, Company or any of its subsidiaries or their respective properties or assets, assets or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, rule or regulation or arbitration award applicable to the Company, Company or any of its subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or liens Liens that individually or in the aggregate could would not have (x) have, or reasonably be expected to have, a material adverse effect with respect to on the Company or could not prevent, hinder (y) reasonably be expected to materially impair or materially delay the ability of the Company to consummate perform its obligations under this Agreement. No consent, approval, order or authorization of, action by, or in respect of, or registration, declaration or filing with, any federal, state, local or foreign government, any court, administrative, regulatory or other governmental agency, commission or authority or any non-governmental U.S. or foreign regulatory agency, commission or authority or any arbitral tribunal (each, a "Governmental Entity") or any other person is required by the transactions contemplated Company or any of its subsidiaries in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the Transactions, except for: (1) the filing with the SEC of (A) the Schedule 14D-9 and, if applicable, the Proxy Statement, and (B) 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 and the Transactions; (2) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business and such filings with Governmental Entities to satisfy the applicable requirements of state securities or "blue sky" laws; (3) the filing of a pre-merger notification and report form under the Xxxx-Xxxxx- Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and the expiration or termination of the waiting period thereunder and the filing of comparable pre-merger notifications in non-U.S. jurisdictions, if applicable, and the expiration of any waiting periods thereunder; and (4) such consents, approvals, orders or authorizations the failure of which to be made or obtained individually or in the aggregate would not (x) have, or reasonably be expected to have, a material adverse effect on the Company or (y) reasonably be expected to materially impair or delay the ability of the Company to perform its obligations under this Agreement.

Authority; Noncontravention. The Company has all requisite corporate power and authority to enter into this Agreement (collectively with the Stockholders Agreement, the Escrow Agreement (as defined in Section 5.05(f)) and the Non-Compete and Termination Agreement, the "Transaction Documents") and, subject to the Stockholder Approval (as defined in Section 3.01(k)), to consummate the transactions contemplated by this Agreementthe Transaction Documents. The execution and delivery of this Agreement the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby by the Transaction Documents (including the "Amendments" as defined in this Section 3.01(d)) have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of the Company, subject to the Stockholder Approval. This Agreement Each of the Transaction Documents has been duly executed and when delivered by the Company shall constitute and, subject to the Stockholder Approval, constitutes a valid and binding obligation of the Company, enforceable against the Company and the selling shareholders, as applicable, in accordance with its terms. Except as disclosed in Section 3.01(d)(i) of the Company Disclosure Schedule, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution and delivery of this Agreement the Transaction Documents do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof of the Transaction Documents will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to a loss of a material benefit under, or result in the creation of any lien Lien upon any of the properties or assets of the Company or any of its Subsidiaries under, (i) subject to the Company’s articles adoption of the Amendments, the certificate of incorporation or bylaws, if anyby-laws of the Company or the comparable organizational documents of any of its Subsidiaries, (ii) subject to the consents and other matters referred to in the following sentence, any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to the Company, Company or any of its Subsidiaries or their respective properties or assets, assets or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, rule or regulation or arbitration award applicable to the Company, Company or any of its Subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses Liens, judgments, orders, decrees, statutes, laws, ordinances, rules or liens regulations that individually or in the aggregate could would not (x) have a Material Adverse Effect on the Company, (y) impair the ability of the Company to perform its obligations under any of the Transaction Documents in any material adverse effect respect or (z) delay in any material respect or prevent the consummation of any of the transactions contemplated by the Transaction Documents. No consent, approval, order or authorization 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 (a "Governmental Entity") or other Person, is required by or with respect to the Company or could not prevent, hinder or materially delay any of its Subsidiaries in connection with the ability execution and delivery of the Transaction Documents by the Company to consummate or the consummation by the Company of the transactions contemplated by this Agreement.the Transaction Documents, except for (1) the filing of a premerger notification and report form by the Company under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act");

Authority; Noncontravention. (a) The Company Investor has all requisite necessary power and authority to enter into execute and deliver this Agreement and the Registration Rights Agreement and 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 by and the Company Registration Rights Agreement and the consummation by the Company Investor of the transactions contemplated hereby Transactions have been (or at Closing will have been) duly authorized and approved by all necessary action on the part of the CompanyInvestor, and no further action, approval or authorization by any of its stockholders, partners, members or other equity owners, as the case may be, is necessary to authorize the execution, delivery and performance by the Investor of this Agreement and the Registration Rights Agreement and the consummation by the Investor of the Transactions. This Agreement has been duly executed and when delivered by the Company shall constitute Investor and, assuming due authorization, execution and delivery hereof by the Company, constitutes a legal, valid and binding obligation of the CompanyInvestor, enforceable against the Company and the selling shareholders, as applicable, Investor in accordance with its terms, except as such enforcement enforceability may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The Bankruptcy and Equity Exception. (b) Neither the execution and delivery of this Agreement do notor the Registration Rights Agreement by the Investor to which it is a party, and nor the consummation of the transactions contemplated Transactions by this Agreement and the Investor, nor the performance or compliance by the Investor with any of the terms or provisions hereof or thereof, will not(i) conflict with or violate any provision of the certificate of formation, conflict withoperating agreement or other comparable charter or organizational documents of the Investor, or result in (ii) (x) violate any breach Law or violation ofJudgment applicable to the Investor or any of its subsidiaries, or (y) violate or constitute a default (or constitute an event which, with or without notice or lapse of time, time or both, would violate or constitute a default) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to a loss of a material benefit under, or result in the creation of any lien upon under any of the properties terms, conditions or assets provisions of any Contract to which the Company under, (i) Investor or any of its subsidiaries is a party or accelerate the CompanyInvestor’s articles of incorporation or bylawsor, if any, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to the Company, its properties or assets, or (iii) subject to the governmental filings and other matters referred to in the following sentenceapplicable, any judgmentof its subsidiaries’, orderobligations under any such Contract, decree, statute, law, ordinance, rule, regulation or arbitration award applicable to the Company, its properties or assets, other thanexcept, in the case of clauses clause (ii) and (iii), any such conflictsas would not, breaches, violations, defaults, rights, losses or liens that individually or in the aggregate could not aggregate, reasonably be expected to have a material adverse effect with respect to the Company or could not prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this Agreementan Investor Material Adverse Effect.

Authority; Noncontravention. (a) The Company has all requisite corporate power and authority to enter into this Agreement Agreement, to perform its obligations hereunder, and to consummate the transactions contemplated by this AgreementTransactions. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby Transactions have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of the Company. This Agreement has been duly executed and when delivered by the Company shall constitute a and, assuming due authorization, execution and delivery by the other parties hereto, represents the legal, valid and binding obligation of the Company, enforceable against the Company and the selling shareholders, as applicable, in accordance with its terms, except as such enforcement may be limited by subject to the effect of (1) applicable bankruptcy, insolvency or insolvency, reorganization, moratorium and other similar laws affecting the enforcement Laws now and hereafter in effect relating to rights of creditors’ rights generally or by general principles creditors generally, and (2) rules of equityLaw and equity governing specific performance, injunctive relief and other equitable remedies. The execution and delivery of this Agreement do by the Company does not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof will Transactions shall not, (x) conflict with, or result in any breach or violation of, or default under (with or without notice or lapse of time, or both) under), or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to a loss of a material any benefit under, or require any consent, approval or waiver from any Person in accordance with, any provision of the organizational documents of the Company or any of its Subsidiaries, (y) result in the creation of an Encumbrance on any lien upon any of the properties or assets of the Company or any of its Subsidiaries, or (z) conflict with, result in a violation of or default under (with or without notice, lapse of time, or both), or give rise to a right of termination, cancellation, renegotiation, modification or acceleration of any obligation or loss or modification of any benefit under, (i) the Company’s articles of incorporation or bylawsrequire consent, if any, (ii) approval or waiver from any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreementPerson in accordance with any Contract, instrument, permit, concession, franchise Permit or license Law applicable to the Company, Company or any of its Subsidiaries or any of their respective properties or assets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, regulation or arbitration award applicable to the Company, its properties or assets, other thanexcept, in the case of clauses (iiy) and or (iiiz), any where such creations, conflicts, breaches, violations, defaults, rightsrights or requirements would not, losses or liens that individually or in the aggregate could not aggregate, reasonably be expected to have a material adverse effect Material Adverse Effect on the Company. (b) No consent, approval, order or authorization of, or registration, declaration or filing with, any government, any court, tribunal, arbitrator, administrative agency, commission or other governmental official, authority or instrumentality, in each case whether domestic or foreign, any stock exchange or similar self-regulatory organization or any quasi-governmental or private body exercising any regulatory, taxing or other governmental or quasi-governmental authority (each a "Governmental Authority") is required by or with respect to the Company or could not prevent, hinder any of its Subsidiaries in connection with the execution and delivery of this Agreement or materially delay the ability consummation of the Transactions, except for (w) the filing of the Certificate of Merger with the Delaware Secretary and of appropriate documents with the relevant authorities of other states in which the Company or Parent is qualified to consummate do business, (x) such filings as may be required under the transactions contemplated by this AgreementXxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx"), (y) the filing of the Proxy Statement with the Securities and Exchange Commission (the "SEC") in accordance with the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and (z) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under the applicable state securities or "blue sky" Laws (the "Blue Sky Laws") or the securities Laws of any foreign country.

Authority; Noncontravention. The Company has all the requisite corporate power and authority to 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 hereby by this Agreement have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of the Company, subject to the Company Stockholder Approval of this Agreement. This Agreement has been duly executed and when delivered by the Company shall constitute and constitutes a valid and binding obligation of the Company, enforceable against the Company and the selling shareholders, as applicable, in accordance with its terms, except as such enforcement may be limited by subject to bankruptcy, insolvency insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ ' rights generally or by general principles of equitygenerally. The execution and delivery of this Agreement do does not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof of this Agreement will not, except as set forth in Section 3.1(d) of the Company Disclosure Schedule, conflict with, or result in any breach or violation of, of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to a loss of a material benefit under, or result in the creation of any lien Lien upon any of the properties or assets of the Company or any of its subsidiaries under, (i) the Company’s articles of incorporation or bylaws, if anyby-laws of the Company or the comparable charter or organizational documents of any of its subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to the Company, Company or any of its subsidiaries or their respective properties or assets, assets or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, rule or regulation or arbitration award applicable to the Company, Company or any of its subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and or (iii), any such conflicts, breaches, violations, defaults, rights, losses defaults or liens rights that individually or in the aggregate could would not (x) have a Material Adverse Effect on the Company, (y) impair in any material adverse effect with respect to the Company or could not prevent, hinder or materially delay the ability of the Company to consummate perform its obligations under this Agreement or (z) prevent or materially delay the consummation of any of the transactions contemplated by this Agreement. No consent, approval, order or authorization 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"), is required by the Company or any of its subsidiaries in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the transactions contemplated by this Agreement, except for (i) the filing with the Federal Trade Commission and the Antitrust Division of the Department of Justice (the "SPECIFIED AGENCIES") of a premerger notification and report form by the Company under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976 (xxx "XXX XXX"), (xx) xxx filing with the Securities and Exchange Commission (the "SEC") of (x) the Proxy Statement (as defined in Section 5.1) and (y) 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 articles of merger with the Secretary of State of the State of Nevada and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business, (iv) the filing with and the approval by all applicable gaming regulatory bodies and all applicable lottery regulatory bodies in jurisdictions where the Company or its subsidiaries are engaged in business and (v) such other consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made would not have a Material Adverse Effect on the Company, impair in any material respect the ability of the Company to perform its obligations under this Agreement or prevent or materially delay the consummation of any of the transactions contemplated by this Agreement. Neither the Company nor any subsidiary of the Company nor any director or officer of the Company or any subsidiary of the Company has received any written claim, demand, notice, complaint, court order or administrative order from any Governmental Entity in the past three years, asserting that a license of it or them, as applicable, under any Gaming Laws (as defined in Section 3.1(o)) or under any Lottery Laws (as defined in Section 3.1(o)) is being or may be revoked or suspended other than such claims, demands, notices, complaints, court orders or administrative orders which would not have a Material Adverse Effect on the Company.

Authority; Noncontravention. (a) The Company has all requisite corporate power and authority to enter into execute and deliver this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby by this Agreement have been (or at Closing will have been) duly and validly authorized by all necessary corporate action on the part of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly executed and when delivered by the Company shall constitute and, assuming the due authorization, execution and delivery by each of the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company and the selling shareholders, as applicable, in accordance with its terms, except as such enforcement may be limited by terms (subject to applicable bankruptcy, insolvency insolvency, moratorium, or other similar laws Laws affecting the enforcement of creditors’ rights generally and general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or by general principles of equity. at law). (b) The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof of this Agreement will not, require any consent, approval or notice under, conflict with, or result in any violation, termination, suspension or breach or violation of, or default (with or without notice or lapse of time, time or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to a loss of a material benefit under, or result in the creation of any lien Lien in or upon any of the properties or other assets of the Company or any Subsidiary under, (i) the Company’s articles Company Certificate, the Company By-laws or the organizational documents of incorporation or bylaws, if anyany Subsidiary, (ii) except as set forth in Section 3.04 of the Company Disclosure Schedule, any loan Contract to which the Company or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to any of the Company, its properties or assets, Subsidiaries is a party or (iii) subject to the governmental filings and other matters referred to in the following sentenceSection 3.05, any judgment, order, decree, statute, law, ordinance, rule, regulation regulation, order or arbitration award ordinance of any Governmental Authority (collectively, “Laws”) applicable to the Company, its properties Company or assetsany of the Subsidiaries, other than, in the case 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 the Company or could matters that are not preventreasonably likely to (A) result in a Material Adverse Effect, hinder or materially delay (B) impair the ability of the Company to consummate perform its obligations under this Agreement in any material respect or (C) delay in any material respect or prevent the consummation of any of the transactions contemplated by this Agreement.

Authority; Noncontravention. The Company has all the requisite corporate power and authority to enter into this Agreement and and, subject to approval of this Agreement by the holders of a majority of the outstanding shares of Company Common Stock, 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 hereby by this Agreement have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of the Company, subject, in the case of this Agreement, to approval of this Agreement by the holders of a majority of the outstanding shares of Company Common Stock. This Agreement has been duly executed and when delivered by the Company shall constitute and constitutes a valid and binding obligation of the Company, enforceable against the Company and the selling shareholders, as applicable, in accordance with its terms. Except as set forth in Section 2.4 of the Company Disclosure Schedule, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof of this Agreement will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to a loss of a material benefit under, or result in the creation of any lien pledge, claim, lien, charge, encumbrance or security interest of any kind or nature whatsoever (collectively, "Liens") in or upon any of the properties or assets of the Company underunder any provision of (a) the Certificate of Incorporation or Bylaws of the Company, (i) the Company’s articles of incorporation or bylaws, if any, (iib) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to the Company, Company or its properties or assets, assets or (iii) c), subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, (i) statute, law, ordinance, rule, rule or regulation or arbitration award (ii) judgment, order or decree applicable to the Company, Company or its properties or assets, other than, in the case of clauses clause (iib) and clause (iiic)(i), any such conflicts, breaches, violations, defaults, rights, losses rights or liens Liens that individually or in the aggregate could would not (x) have a material adverse effect with on the Company, (y) impair in any material respect to the Company or could not prevent, hinder or materially delay the ability of the Company to consummate perform its obligations under this Agreement, or (z) prevent or materially delay the consummation of any of the transactions contemplated by this Agreement. No consent, approval, order or authorization of, or registration, declaration or filing with, any third party, including any Federal, state or local government or any court, administrative agency or commission or other governmental authority or agency, domestic or foreign (a "Governmental Entity"), is required by or with respect to the Company in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the transactions contemplated by this Agreement, except for (1) 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 (2) 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, have a material adverse effect on the Company or prevent or materially delay the consummation of any of the transactions contemplated by this Agreement.

Authority; Noncontravention. (a) The Company has all requisite necessary corporate power and corporate authority to enter into execute and deliver this Agreement and the other Transaction Documents and 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 Company of this Agreement by and the Company other Transaction Documents, and the consummation by the Company it of the transactions contemplated hereby Transactions, have been (or at Closing will have been) duly authorized by all necessary the Board and no other corporate action on the part of the CompanyCompany is necessary to authorize the execution, delivery and performance by the Company of this Agreement and the other Transaction Documents and the consummation by it of the Transactions. This Agreement has and the other Transaction Documents have been duly executed and when delivered by the Company shall and, assuming due authorization, execution and delivery hereof and thereof by the Purchaser and the other parties thereto, constitute a legal, valid and binding obligation of the Company, enforceable against the Company and the selling shareholders, as applicable, in accordance with its terms, except as that such enforcement enforceability (i) may be limited by bankruptcy, insolvency or insolvency, fraudulent transfer, reorganization, moratorium and other similar laws Laws of general application affecting or relating to the enforcement of creditors’ rights generally or by and (ii) is subject to general principles of equity. The , whether considered in a proceeding at Law or in equity (the “Bankruptcy and Equity Exception”). (b) Neither the execution and delivery of this Agreement do notor the other Transaction Documents by the Company, and nor the consummation by the Company of the transactions contemplated Transactions, nor performance or compliance by this Agreement and compliance the Company with any of the terms or provisions hereof or thereof, will not(i) conflict with or violate any provision of the Company Charter Documents, conflict with, (ii) violate any Law or result in Judgment applicable to the Company or any breach of its Subsidiaries or violation of, (iii) violate or constitute a default (or constitute an event which, with or without notice or lapse of time, time or both, would violate or constitute a default) underunder any of the terms or provisions of any loan or credit agreement, indenture, debenture, note, bond, mortgage, deed of trust, lease, sublease, license, contract or other agreement (each, a “Contract”) to which the Company or any of its Subsidiaries is a party or, with or without notice, lapse of time or both, accelerate or increase the Company’s or, if applicable, any of its Subsidiaries’, obligations under any such Contract, result in the loss of a material benefit of the Company or its Subsidiaries under any such Contract, or give rise to a right of terminationtermination under any such Contract, cancellation or acceleration of or “put” right with respect to any obligation or to a loss of a material benefit under, or result in the creation of any lien upon any of the properties or assets of the Company under, (i) the Company’s articles of incorporation or bylaws, if any, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to the Company, its properties or assets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, regulation or arbitration award applicable to the Company, its properties or assets, other than, except in the case of clauses (ii) and clause (iii)) as would not, any such conflicts, breaches, violations, defaults, rights, losses or liens that individually or in the aggregate could not aggregate, reasonably be expected to have a material adverse effect with respect to the Company or could not prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this AgreementMaterial Adverse Effect.

Authority; Noncontravention. The Company has all the requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreementcarry out its obligations hereunder. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of the Company, subject, in the case of the Merger, to the approval of its shareholders as set forth in Section 5.2. This Agreement has been duly executed and when delivered by the Company shall constitute and, assuming this Agreement has been duly executed and delivered by Nipsco, constitutes a valid and binding obligation of the Company, enforceable against the Company and the selling shareholders, as applicable, in accordance with its terms, except as such that the enforcement thereof may be limited by bankruptcy, insolvency insolvency, reorganization, moratorium or other similar laws affecting the enforcement of now or hereafter in effect relating to creditors’ ' rights generally or and by general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). The Except as set forth in Section 3.4 of the Company Disclosure Schedule, the execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof will not, (i) conflict with any of the provisions of the Articles of Organization or By-Laws of the Company or the comparable documents of any of its Subsidiaries or conflict with the joint venture agreement or comparable document of any joint venture, partnership or other business association or entity to which the Company or a Subsidiary is a party, (ii) subject to the governmental filings and other matters referred to in the following sentence, conflict with, or result in any a breach or violation of, of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to a loss of a material benefit under, or result in require the creation consent (the "Company Required Consents") of any lien upon any of the properties or assets of the Company person under, (i) the Company’s articles of incorporation or bylaws, if any, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease indenture or other agreement, instrument, permit, concession, franchise franchise, license or license applicable similar instrument or undertaking to which the Company, Company or any of its properties Subsidiaries is a party or assetsby which the Company or any of its Subsidiaries or any of their assets is bound or affected, or (iii) subject to the governmental filings and other matters referred to in the following sentence, contravene any law, rule or regulation of any state or of the United States of America or any political subdivision thereof or therein, or any order, writ, judgment, orderinjunction, decree, statutedetermination or award currently in effect, law, ordinance, rule, regulation or arbitration award applicable to the Company, its properties or assets, other thanexcept where, in the case of clauses (ii) and (iii)) above, any such conflicts, breaches, violationsdefaults and similar matters, defaultswould not, rights, losses or liens that individually or in the aggregate could not aggregate, have a material adverse effect Company Material Adverse Effect or materially and adversely affect the Company's ability to consummate the transactions contemplated hereby. No consent, approval or authorization of, or declaration or filing with, or notice to, any governmental agency or regulatory body, court, agency, commission, division, department, public body or other authority (a "Governmental Entity") that has not been received or made, is required by or with respect to the Company or could not preventany of its Subsidiaries in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the transactions contemplated hereby, hinder or materially delay except for (a) the ability filing of pre-merger notification and report forms under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), with respect to the Merger; (b) the filing of applications for authorization for the Merger with the Federal Energy Regulatory Commission (the "FERC"), the Massachusetts Department of Telecommunications and Energy ("MDTE"), the New Hampshire Public Utilities Commission ("NHMPUC") and the Maine Public Utilities Commission ("MNEPUC"); (c) the filing with the Securities and Exchange Commission (the "SEC") of a proxy statement (as defined in Section 5.1.1) to be included in the Registration Statement (as defined in Section 4.4) relating to the approval by the shareholders of the Company to consummate of the Merger and 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.; (d) the filing of articles of merger with the Massachusetts Secretary and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business; and (e) such other consents, approvals, authorizations, filings or notices as A-8

Authority; Noncontravention. The Company has all the requisite corporate power and authority to enter into this Agreement and, subject to the adoption and approval of this Agreement and the approval of the Merger by the holders of a majority of the shares of Company Common Stock 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 hereby by this Agreement have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of the Company, subject, in the case of this Agreement and the Merger, to approval and adoption of this Agreement and approval of the Merger by the holders of a majority of the shares of Company Common Stock outstanding on the record date for the Shareholders Meeting. This Agreement has been duly executed and when delivered by the Company shall constitute and, assuming the due authorization, execution, and delivery of this Agreement by Parent and Sub, constitutes a valid and binding obligation of the Company, enforceable against the Company and the selling shareholders, as applicable, in accordance with its terms, except as such enforcement thereof may be limited by (i) bankruptcy, insolvency or other insolvency, reorganization, moratorium and similar laws laws, both state and federal, affecting the enforcement of creditors’ ' rights generally or remedies in general as from time to time in effect or (ii) the exercise by general principles courts of equityequity powers. The execution and delivery of this Agreement by the Company do not, and the consummation by the Company of the transactions contemplated by this Agreement and compliance by the Company with the provisions hereof of this Agreement will not, materially conflict with, or result in any breach or violation of, or material default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to a loss of a material benefit under, or result in the creation of any lien pledge, adverse claim, lien, charge, encumbrance or security interest of any kind or nature whatsoever (collectively, "Liens") in or upon any of the properties or assets of the Company under, under any provision of (i) the Articles of Incorporation or Bylaws of the Company’s articles of incorporation or bylaws, if any, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to the Company, Company or its properties or assets, assets and to which the Company is a party as of the date of this Agreement or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, (A) statute, law, ordinance, rule, rule or regulation or arbitration award applicable to the CompanyCompany or (B) judgment, order or decree applicable to the Company or its properties or assets, other than, in the case of clauses clause (ii) and clause (iiiiii)(A), any such conflicts, breaches, violations, defaults, rights, losses or liens Liens that individually or in the aggregate could would not (x) have a material adverse effect with on the Company, (y) impair in any material respect to the Company or could not prevent, hinder or materially delay the ability of the Company to consummate perform its obligations under this Agreement, or (z) prevent or materially delay the consummation of any of the transactions contemplated by this Agreement. No consent, approval, order or authorization of, or registration, declaration or filing with, any third party, including any federal, state or local government or any court, administrative agency or commission or other governmental authority or agency, domestic or foreign (a "Governmental Entity"), is required to be made or obtained by the Company at or before the Effective Time in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the transactions contemplated by this Agreement, except for (1) the filing of the Articles of Merger with the Illinois Secretary of State and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business, and (2) such other consents, approvals, orders, authorizations, registrations, declarations and filings, which if not obtained or made, would not, individually or in the aggregate, have a material adverse effect on the Company or prevent or materially delay the consummation of any of the transactions contemplated by this Agreement.

Authority; Noncontravention. The Company has all requisite corporate power and authority to enter into this Agreement and and, subject to the Company Stockholder Approval (as defined in Section 3.1(l)), 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 hereby have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of the Company, subject, in the case of the Merger, to the Company Stockholder Approval. This Agreement has been duly executed and when delivered by the Company shall constitute and, assuming the due authorization, execution and delivery by Acquiror and Merger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company and the selling shareholders, as applicable, in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution and delivery of this Agreement do does not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof of this Agreement will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to a loss of a material benefit under, or result in the creation of any lien Lien upon any of the properties or assets of the Company or any of its subsidiaries under, (i) the Company’s articles of incorporation or bylaws, if anycode of regulations of the Company or the comparable organizational documents of any of its subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise franchise, license or license similar authorization applicable to the Company, Company or any of its subsidiaries or their respective properties or assets, assets or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, rule or regulation or arbitration award applicable to the Company, Company or any of its subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or liens Liens that individually or in the aggregate could would not (x) have a material adverse effect with respect to on the Company or could not prevent, hinder (y) reasonably be expected to materially impair or materially delay the ability of the Company to consummate the transactions contemplated by perform its obligations under this Agreement.. No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any federal, state, local or foreign government, any court, administrative, regulatory or other governmental agency, commission or authority or any non-

Authority; Noncontravention. (i) The Company has all requisite necessary corporate power and authority to enter into execute and deliver this Agreement, the Registration Rights Agreement and the other Transaction Documents and to perform its respective obligations hereunder and thereunder and to consummate the transactions contemplated by this Agreementhereby and thereby (collectively, the “Transactions”). The execution execution, delivery and delivery of this Agreement performance by the Company of the Transaction Documents and the consummation by the Company of the transactions contemplated hereby Transactions, have been (or at Closing will have been) duly authorized and approved by all necessary its board of directors and no other corporate action on the part of the CompanyCompany is necessary to authorize the execution, delivery and performance by the Company of the Transaction Documents and the consummation of the Transactions. This The Agreement has been duly executed and when delivered by the Company shall constitute and, assuming due authorization, execution and delivery hereof by the Purchaser, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company and the selling shareholders, as applicable, in accordance with its terms, except as that such enforcement enforceability (i) may be limited by bankruptcy, insolvency or insolvency, fraudulent transfer, reorganization, moratorium and other similar laws Laws of general application affecting or relating to the enforcement of creditors’ rights generally or by and (ii) is subject to general principles of equity. The , whether considered in a proceeding at Law or in equity. (ii) Neither the execution and delivery of this Agreement do notby the Company, and nor the consummation by the Company of the transactions contemplated Transactions, nor compliance by this Agreement and compliance the Company with any of the terms or provisions hereof hereof, will not(i) conflict with or violate any provision of the certificate of incorporation or bylaws of the Company or (ii) (A) violate any Law, judgment, writ or injunction of any Governmental Authority applicable to the Company or any of its Subsidiaries or any of their respective properties or assets, or (B) violate, conflict with, or result in the loss of any breach or violation ofbenefit under, or constitute a default (or an event which, with or without notice or lapse of time, or both, would constitute a default) under, result in the termination of or give rise to a right of terminationtermination or cancellation under, cancellation or acceleration of or “put” right with respect to any obligation or to a loss of a material benefit underaccelerate the performance required by, or result in the creation of any lien Lien upon any of the respective properties or assets of the Company underor any of its Subsidiaries under any of the terms, conditions or provisions of any Contract or Company Permit to which the Company or its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected, except, in the case of clause (iB), for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations or Liens as, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect or impair in any material respect the ability of the Company to perform its obligations hereunder, or prevent or materially impede, interfere with, hinder or delay the consummation of the Transactions. (iii) the Company’s articles of incorporation As used in this Agreement, a “Contract” means a written or bylaws, if any, (ii) any oral loan or credit agreement, debenture, note, bond, mortgage, indenture, lease deed of trust, license, lease, contract or other agreement, instrumentinstrument or obligation, permit“CompanyPermits” means all licenses, concessionfranchises, franchise or license applicable to the Companypermits, its properties or assetscertificates, approvals and authorizations from Governmental Authorities, or (iii) subject required by Governmental Authorities to be obtained by the governmental filings Company and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, regulation or arbitration award applicable to the Company, each of its properties or assets, other thanSubsidiaries, in each case necessary for the case lawful conduct of clauses their respective businesses and “Lien” means all liens, pledges, charges, mortgages, encumbrances, transfer restrictions, adverse rights or claims and security interests of any kind or nature whatsoever (ii) including any restriction on the right to vote or transfer the same, except for such transfer restrictions of general applicability as may be provided under the Securities Act 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 the Company or could not prevent, hinder or materially delay the ability “blue sky” Laws of the Company to consummate various States of the transactions contemplated by this AgreementUnited States).

Authority; Noncontravention. (a) The Company has all requisite necessary organizational power and authority to enter into execute and deliver this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated by this AgreementTransactions. The execution and delivery of this Agreement and performance by the Company and the consummation by the Company of the transactions contemplated hereby under this Agreement have been (or at Closing will have been) duly authorized by all necessary requisite limited liability company action and no other organizational action on the part of the CompanyCompany is necessary to authorize the execution and delivery of and performance by the Company under this Agreement. This Agreement has been duly executed and when delivered by the Company shall constitute and, assuming due authorization, execution and delivery hereof by the other Parties, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company and the selling shareholders, as applicable, in accordance with its terms, except as that such enforcement enforceability (i) may be limited by bankruptcy, insolvency or insolvency, fraudulent transfer, reorganization, moratorium and other similar laws Laws of general application affecting or relating to the enforcement of creditors’ ' rights generally or by and (ii) is subject to general principles of equity. The , whether considered in a proceeding at law or in equity (the "Bankruptcy and Equity Exception"). (b) Neither the execution and delivery of this Agreement do notby the Company, and nor the consummation by the Company of the transactions contemplated Transactions, nor compliance by this Agreement the Company with any of the terms or provisions hereof, shall (i) conflict with or violate any provision of the Company Charter Documents or any Organizational Documents of any of its Subsidiaries, (ii) assuming that each of the consents, authorizations and compliance with approvals referred to in Section 3.3 (and any condition precedent to any such consent, authorization or approval has been satisfied) and each of the provisions hereof will notfilings referred to in Section 3.3 are made and any applicable waiting periods referred to therein have expired, conflict with, violate any Law applicable to the Company or any of its Subsidiaries or (iii) result in any breach or violation of, or constitute a default (with or without notice or lapse of time, or both) under, or give rise to a any right of termination, amendment, acceleration or cancellation of, any Material Contract or acceleration any other Contract that is material to the business of the Company and its Subsidiaries to which the Company or “put” right with respect to any obligation Subsidiary is a party (excluding any Company Plan or to a loss agreement, contract, arrangement or plan entered into by, or at the direction of, Purchaser or any of a material benefit underits Affiliates), or result in the creation of a Lien, other than any lien Permitted Lien, upon any of the properties or assets of the Company under, (i) the Company’s articles or any of incorporation or bylaws, if any, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to the Company, its properties or assets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, regulation or arbitration award applicable to the Company, its properties or assetsSubsidiaries, other than, in the case of clauses (ii) and (iii), any such conflictsas would not, breaches, violations, defaults, rights, losses or liens that individually or in the aggregate could not aggregate, reasonably be expected to have a material adverse effect with respect to the Company or could not prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this AgreementMaterial Adverse Effect.

Authority; Noncontravention. The Company has all the requisite corporate power and authority to enter into this Agreement and and, subject to the approval of this Agreement by the affirmative votes of holders of a majority of the outstanding shares of Company Common Stock (unless such approval is not required to effectuate the Merger pursuant to Section 253 of the Delaware Law) (the "COMPANY SHAREHOLDER VOTE") with respect to 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 hereby by this Agreement have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of the Company, subject, in the case of the Merger if required under Delaware Law, to approval of this Agreement by the Company Shareholder Vote. This Agreement has been duly executed and when delivered by the Company shall constitute and constitutes a valid and binding obligation of the Company, enforceable against the Company and the selling shareholders, as applicable, in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof of this Agreement will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to a loss of a material benefit under, or result in the creation of any lien Lien upon any of the properties or assets of the Company or any of its subsidiaries under, (i) the Company’s articles certificate of incorporation or bylaws, if anyby-laws of the Company or the comparable charter or organizational documents of any of its Significant Subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to the Company, Company or any of its subsidiaries or their respective properties or assets, assets or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, rule or regulation or arbitration award applicable to the Company, Company or any of its subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or liens Liens that individually or in the aggregate could not reasonably be expected to (x) have a material adverse effect Company Material Adverse Effect, (y) impair the Company's ability to perform its obligations under this Agreement or (z) prevent or materially delay the consummation of the transactions contemplated by this Agreement. No consent, approval, order or authorization of, or registration, declaration or filing with 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"), is required by or with respect to the Company or any of its subsidiaries in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the transactions contemplated by this Agreement, except for (i) the filing of a premerger notification and report form by the Company under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), and any applicable filings under similar foreign antitrust or competition laws and regulations, (ii) the filing with the SEC of (A) the Schedule 14D-9, (B) a proxy statement relating to the Company Stockholders Meeting (defined below in Section 7.1(b)) (as amended or supplemented from time to time, the "COMPANY PROXY STATEMENT"), and (C) such reports under the Exchange Act and the Securities Act, as may be required in connection with this Agreement and the Tender Agreement and the transactions contemplated hereby and thereby, (iii) such filings as may be required under state securities or "blue sky" laws, (iv) 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 (v) such other consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to be made or obtained individually or in the aggregate could not preventreasonably be expected to (x) have a Company Material Adverse Effect, hinder (y) impair the Company's ability to perform its obligations under this Agreement or (z) prevent or materially delay the ability consummation of the Company to consummate the transactions contemplated by this Agreement.

Authority; Noncontravention. The Company Each of UDS and Canco has all the requisite corporate or other power and authority to enter into this each Arrangement Agreement to which it is a party and to consummate the transactions contemplated by this Agreementthereby. The execution and delivery of this Agreement each of the Arrangement Agreements by the Company UDS and Canco, as applicable, and the consummation by the Company them of the transactions contemplated hereby thereby have been (or at Closing will have been) duly authorized by all necessary corporate or other action on the part of the CompanyUDS and Canco. This Agreement has The Arrangement Agreements have been duly executed and when delivered by the Company shall constitute a valid each of UDS and binding obligation of the Company, enforceable against the Company and the selling shareholdersCanco, as applicable, and constitute legal, valid and binding obligations of them, enforceable against them in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equityterms thereof. The execution and delivery of this Agreement the Arrangement Agreements do not, and the consummation of the transactions contemplated by this Agreement thereby and compliance with the provisions hereof thereof will not, result in the creation of any Lien upon any of the properties or assets of any UDS Company, except such Liens as could not, individually or in the aggregate, reasonably be expected to have a UDS Material Adverse Effect, or conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to a loss of a material benefit under, or result in the creation of any lien upon any of the properties or assets of the Company under, (i) the Company’s articles certificate of incorporation or bylaws, if anybylaws (or the comparable organizational documents) of any UDS Company, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to the Company, or its properties or assets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, regulation Order or arbitration award Law applicable to the Company, any UDS Company or its properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or liens that Liens that, individually or in the aggregate aggregate, could not reasonably be expected to have a material adverse effect UDS Material Adverse Effect. No consent, approval, Order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to any UDS Company in connection with the Company or could not prevent, hinder or materially delay the ability execution and delivery of the Company to consummate Arrangement Agreements by UDS or Canco or the consummation by UDS or Canco of the transactions contemplated by this Agreementthereby, except (A) pursuant to applicable premerger notification and waiting period requirements under the HSR Act; (B) pursuant to applicable requirements under the Exchange Act as may be required in connection with the Arrangement Agreements and the transactions contemplated thereby; (C) the filing of appropriate documents with the relevant Governmental Entities of other states in which UDS or Canco is qualified to do business and such filings with Governmental Entities to satisfy the applicable requirements of state securities or "blue sky" Laws; (D) filings with and approvals of the New York Stock Exchange ("NYSE") and Montreal Exchange ("ME") to permit the UDS Shares that are to be issued in the Arrangement or under the Topna Stock Plans to be listed on the NYSE and ME; (E) required notices, filings, consents and approvals under the Investment Canada Act and under the Competition Act (Canada); and (F) such consents, approvals, Orders or authorizations the failure of which to be made or obtained could not, individually or in the aggregate, reasonably be expected to have a UDS Material Adverse Effect.

Authority; Noncontravention. The Company has all the requisite corporate power and authority to enter into this Agreement and and, subject to the Company Shareholder Approval, to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby by this Agreement have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of the Company, subject to the Company Shareholder Approval of this Agreement. This Agreement has been duly executed and when delivered by the Company shall constitute and constitutes a valid and binding obligation of the Company, enforceable against the Company and the selling shareholders, as applicable, in accordance with its terms, except as such enforcement may be limited by subject to (i) bankruptcy, insolvency insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ or relating to creditors rights generally or by general principles and (ii) the availability of equityinjunctive relief and other equitable remedies. The execution and delivery of this Agreement do does not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof of this Agreement will not, conflict with, or result in any breach or violation of, of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to a loss of a material benefit under, or result in the creation of any lien Lien upon any of the properties or assets of the Company or any of its subsidiaries under, (i) the Company’s articles of incorporation or bylaws, if anyby-laws of the Company or the comparable charter or organizational documents of any of its subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to the Company, its properties or assets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, regulation or arbitration award applicable to the Company, its properties or assets, other than, in the case 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 the Company or could not prevent, hinder any of its subsidiaries or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement.their respective

Authority; Noncontravention. (a) The Company has all requisite the corporate power and authority to enter into execute, deliver, and perform this Agreement and to consummate the transactions contemplated hereby. Except for any required approval by the Company’s shareholders in connection with the consummation of the Merger, all corporate acts and proceedings required to be taken by or on the part of the Company to authorize the Company to execute, deliver, and perform this AgreementAgreement and to consummate the transactions contemplated hereby have been duly and validly taken. This Agreement constitutes a valid and binding agreement of the Company. (b) The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary action on the part of the Company. This Agreement has been duly executed and when delivered by the Company shall constitute a valid and binding obligation of the Company, enforceable against the Company and the selling shareholders, as applicable, in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution and delivery of this Agreement do does not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof hereby will not, conflict with, with or result in any breach or a violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation cancellation, or acceleration of or “put” right with respect to any material obligation or to a loss of a material benefit under, or result in the creation of under (i) any lien upon any of the properties or assets provision of the Company under, (i) the Company’s articles Articles of incorporation or bylaws, if anyIncorporation, (ii) any material loan or credit agreement, note, bond, mortgage, indenture, lease lease, or other agreement, material agreement or (iii) material instrument, permit, concessionlicense, franchise or license applicable to the Company, its properties or assets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, or regulation or arbitration award applicable to the Company, Company or its properties or assets. (c) The execution, delivery, and performance by the Company of this Agreement and the consummation of the Merger by the Company require no consent, approval, order or authorization of, action by or in respect of, or registration or filing with, any governmental body, court, agency, official or authority (each, a “Governmental Entity”, collectively “Government Entities”) other than, than the filing of the Articles of Merger with the Secretary of State of the State of Washington. (d) The execution and delivery of this Agreement and the consummation of the Merger will not result in the case creation of clauses any pledges, claims, liens, charges, encumbrances, adverse claims, mortgages, and security interests of any kind or nature whatsoever (iicollectively, “Liens”) upon any asset of the Company. (e) Except as set forth in Section 3.4(e) of the Company Disclosure Schedule, no consent, approval, waiver, or other action by any person (other than the Governmental Entities referred to in (c) above) under any Company Material Contract (as defined below) is required or necessary for, or made necessary by reason of, the execution, delivery, 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 performance of this Agreement by the Company or could not prevent, hinder or materially delay the ability consummation of the Company to consummate the transactions contemplated by this AgreementMerger.

Authority; Noncontravention. (a) The Company has all requisite necessary corporate power and corporate authority to enter into execute and deliver this Agreement and the other Investment Documents and 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 Company of this Agreement by and the Company other Investment Documents, and the consummation by the Company it of the transactions contemplated hereby Transactions, have been (or at Closing will have been) duly authorized by all necessary the Board and no other corporate action on the part of the Company or its shareholders (except to the extent approval of the Company’s shareholders is required under applicable NASDAQ rules and regulations for the issuance of any Warrant Shares) is necessary to authorize the execution, delivery and performance by the Company of this Agreement and the other Investment Documents and the consummation by it of the Transactions. This Agreement has and the other Investment Documents have been duly executed and when delivered by the Company shall and, assuming due authorization, execution and delivery hereof and thereof by the Purchaser, constitute a legal, valid and binding obligation obligations of the Company, enforceable against the Company and the selling shareholders, as applicable, in accordance with its terms, except as that such enforcement enforceability (i) may be limited by bankruptcy, insolvency or insolvency, fraudulent transfer, reorganization, moratorium and other similar laws Laws of general application affecting or relating to the enforcement of creditors’ rights generally or by and (ii) is subject to general principles of equity. The , whether considered in a proceeding at law or in equity (the “Bankruptcy and Equity Exception”). (b) Neither the execution and delivery of this Agreement do notor the other Investment Documents by the Company, and nor the consummation by the Company of the transactions contemplated Transactions, nor performance or compliance by this Agreement and compliance the Company with any of the terms or provisions hereof or thereof, will not(i) conflict with or violate any provision of the Company Charter Documents, conflict with, (ii) violate any Law or result in Judgment applicable to the Company or any breach of its Subsidiaries or violation of, (iii) violate or constitute a default (or constitute an event which, with or without notice or lapse of time, time or both, would violate or constitute a default) underunder any of the terms or provisions of any loan or credit agreement, indenture, debenture, note, bond, mortgage, deed of trust, lease, sublease, license, contract or other agreement (each, a “Contract”), to which the Company or any of its Subsidiaries is a party or, with or without notice, lapse of time or both, accelerate or increase in any material respect the Company’s or, if applicable, any of its Subsidiaries’, obligations under any such Contract, result in the loss of a material benefit of the Company or its Subsidiaries under any such Contract, or give rise to a right of terminationtermination under any such Contract, cancellation except, in the case of clause (ii), any required filings or acceleration of approvals under Gaming Law, the HSR Act or “put” right with respect to any obligation or to a loss of a material benefit underother Competition Laws, or result in NASDAQ rules prior to the creation issuance of any lien Warrant Shares upon the exercise of any of the properties or assets of the Company under, (i) the Company’s articles of incorporation or bylaws, if any, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to the Company, Warrant in accordance with its properties or assets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, regulation or arbitration award applicable to the Company, its properties or assets, other thanterms and, in the case of clauses (ii) and (iii), any such conflictsas would not, breaches, violations, defaults, rights, losses or liens that individually or in the aggregate could not aggregate, reasonably be expected to (x) have a material adverse effect with respect to the Company Material Adverse Effect or could not prevent, hinder (y) prevent or materially delay the ability consummation of the Company to consummate the transactions contemplated by this AgreementTransactions.

Authority; Noncontravention. The Company has all requisite power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary action on the part of the Company. This Agreement has been duly executed and when delivered by the Company shall constitute a valid and binding obligation of the Company, enforceable against the Company and the selling shareholders, as applicableCompany, in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ ' rights generally or by general principles of equity. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “"put” " right with respect to any obligation or to a loss of a material benefit under, or result in the creation of any lien upon any of the properties or assets of the Company under, (i) the Company’s 's articles of incorporation or bylaws, if any, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to the Company, its properties or assets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, regulation or arbitration award applicable to the Company, its properties or assets, other than, in the case 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 the Company or could not prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement.

Authority; Noncontravention. The Company has all the requisite corporate power and authority to enter into this Agreement and and, subject to, if required by law, approval of the Merger by an affirmative vote of the holders of a majority of the Shares (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 hereby by this Agreement have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of the Company, subject, in the case of this Agreement, to the Company Stockholder Approval if such approval is required by law. This Agreement has been duly executed and when delivered by the Company shall constitute and constitutes a valid and binding obligation of the Company, enforceable against the Company and the selling shareholders, as applicable, in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof of this Agreement will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation cancelation or acceleration of or “put” right with respect to any obligation or to a loss of a material benefit under, or result in the creation of any lien Liens in or upon any of the properties or assets of the Company under, or any of its subsidiaries under any provision of (i) the Company’s articles Amended and Restated Certificate of incorporation Incorporation or bylaws, if anyBy laws of the Company or the comparable organizational documents of any of its subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to the Company, Company or any of its subsidiaries or any of their respective properties or assets, assets or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, (A) statute, law, ordinance, rule, rule or regulation or arbitration award (B) judgment, order or decree applicable to the Company, Company or any of its subsidiaries or any of their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses rights or liens Liens that individually or in the aggregate could would not (x) have a material adverse effect on the Company, (y) impair in any material respect the ability of the Company to perform its obligations under this Agreement or (z) prevent or materially delay the consummation of any of the transactions contemplated by this Agreement. No consent, approval, order or authorization 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"), is required by or with respect to the Company or could not preventany of its subsidiaries in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the Merger or the transactions contemplated by this Agreement, hinder except for (1) the filing of a premerger notification and report form by the Company under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act") and filings under similar laws of certain foreign jurisdictions as may be required ("Foreign Filings"), (2) the filing with the SEC and the Nasdaq Stock Market, Inc. of (A) the Schedule 14D-9, (B) a proxy statement relating to the Company Stockholder Approval, if such approval is required by law (as amended or supplemented from time to time, the "Proxy Statement") and (C) such reports under Section 13(a) of 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 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 the failure of which to be obtained or made would not, individually or in the aggregate, have a material adverse effect on the Company or prevent or materially delay the ability consummation of the Company to consummate any of the transactions contemplated by this Agreement.

Authority; Noncontravention. The Company has and 777 have all requisite power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by the Company and 777 and the consummation by the Company and 777 of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary action on the part of the CompanyCompany and 777. This Agreement has been duly executed and when delivered by the Company and 777 shall constitute a valid and binding obligation of the CompanyCompany and 777, enforceable against the Company and the selling shareholders777, as applicable, in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to a loss of a material benefit under, or result in the creation of any lien upon any of the properties or assets of the Company or 777 under, (i) the Company’s articles of incorporation or bylawsbylaws of the Company and 777, if any, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to the CompanyCompany or 777, its properties or assets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, regulation or arbitration award applicable to the CompanyCompany or 777, its properties or assets, other than, in the case 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 the Company or 777 or could not prevent, hinder or materially delay the ability of the Company or 777 to consummate the transactions contemplated by this Agreement.

Authority; Noncontravention. The Company has all the requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreementcarry out its obligations hereunder. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of the Company, subject, in the case of the Merger, to the approval of its stockholders as set forth in Section 4.2. The Board of Directors of the Company has determined that the Merger is advisable and fair to and in the best interests of the stockholders of the Company and has approved (and has resolved to recommend to stockholders for approval) the Merger and this Agreement. This Agreement has been duly executed and when delivered by the Company shall constitute and, assuming this Agreement has been duly executed and delivered by Acquiror, constitutes a valid and binding obligation of the Company, enforceable against the Company and the selling shareholders, as applicable, in accordance with its terms, terms except as such that the enforcement thereof may be limited by (a) bankruptcy, insolvency insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ now or hereafter in effect relating to creditor's rights generally or by and (b) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). The Except as disclosed in Section 2.4 of the Disclosure Schedule, the execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof will not, (i) conflict with or violate any of the provisions of the Certificate of Incorporation or By-Laws of the Company, (ii) subject to the governmental filings and other matters referred to in the following sentence, conflict with, or result in any a breach or violation of, of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to a loss of a material benefit under, or result in require the creation consent of any lien upon any of the properties or assets of the Company person under, (i) the Company’s articles of incorporation or bylaws, if any, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease indenture or other agreement, instrument, permit, concession, franchise franchise, lease, contract, license or license applicable similar instrument, obligation or undertaking to which the Company, Company or any of its properties Subsidiaries is a party or assetsby which the Company or any of its Subsidiaries or any of their assets is bound or affected, or (iii) subject to the governmental filings and other matters referred to in the following sentence, contravene any law, rule or regulation of any state or of the United States or any political subdivision thereof or therein, or any order, writ, judgment, orderinjunction, decree, statutedetermination or award currently in effect, law, ordinance, rule, regulation or arbitration award applicable to the Company, its properties or assets, other thansubject, in the case of clauses (ii) and (iii), any such to those conflicts, breaches, violationsdefaults and similar matters, defaultswhich, rights, losses or liens that individually or in the aggregate could aggregate, have not had and would not reasonably be expected to have a material adverse effect Material Adverse Effect, nor materially and adversely affect the Company's ability to consummate the transactions contemplated hereby. No consent, approval or authorization of, or declaration or filing with, or notice to, any governmental agency or regulatory body, court, agency, commission, division, department, public body or other authority (a "Governmental Entity") which has not been received or made, is required by or with respect to the Company or could not preventany Subsidiary in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the transactions contemplated hereby, hinder or materially delay except for (i) the ability filing of premerger notification and report forms under the Xxxx- Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act") with respect to the Merger, (ii) the filing with the SEC of (x) a proxy statement relating to the approval by the stockholders of the Company to consummate of the Merger (the "Proxy Statement"), and (y) 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 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 (iv) such other consents, approvals, authorizations, filings or notices as are set forth in Section 2.4 of the Disclosure Schedule.

Authority; Noncontravention. (a) The Company has all requisite necessary corporate power and corporate authority to enter into execute and deliver this Agreement and the other Transaction Documents and 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 Company of this Agreement by and the Company other Transaction Documents, and the consummation by the Company it of the transactions contemplated hereby Transactions, have been (or at Closing will have been) duly authorized by all necessary the Board and no other corporate action on the part of the CompanyCompany is necessary to authorize the execution, delivery and performance by the Company of this Agreement and the other Transaction Documents and the consummation by it of the Transactions. This Agreement has and the other Transaction Documents have been duly executed and when delivered by the Company shall and, assuming due authorization, execution and delivery hereof and thereof by the Purchaser, constitute a legal, valid and binding obligation of the Company, enforceable against the Company and the selling shareholders, as applicable, in accordance with its terms, except as that such enforcement enforceability (i) may be limited by bankruptcy, insolvency or insolvency, fraudulent transfer, reorganization, moratorium and other similar laws Laws of general application affecting or relating to the enforcement of creditors’ rights generally or by and (ii) is subject to general principles of equity. The , whether considered in a proceeding at law or in equity (the “Bankruptcy and Equity Exception”). (b) Neither the execution and delivery of this Agreement do notor the other Transaction Documents by the Company, and nor the consummation by the Company of the transactions contemplated Transactions, nor performance or compliance by this Agreement and compliance the Company with any of the terms or provisions hereof or thereof, will not(i) conflict with or violate any provision of the Amended and Restated Memorandum and Articles, conflict with, (ii) violate any Law or result in Judgment applicable to the Company or any breach of its Subsidiaries or violation of, (iii) violate or constitute a default (or constitute an event which, with or without notice or lapse of time, time or both, would violate or constitute a default) underunder any of the terms or provisions of any loan or credit agreement, indenture, debenture, note, bond, mortgage, deed of trust, lease, sublease, license, contract or other agreement (each, a “Contract”) to which the Company or any of its Subsidiaries is a party or, with or without notice, lapse of time or both, accelerate or increase the Company’s or, if applicable, any of its Subsidiaries’, obligations under any such Contract, result in the loss of a material benefit of the Company or its Subsidiaries under any such Contract, or give rise to a right of terminationtermination under any such Contract, cancellation or acceleration of or “put” right with respect to any obligation or to a loss of a material benefit under, or result in the creation of any lien upon any of the properties or assets of the Company under, (i) the Company’s articles of incorporation or bylaws, if any, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to the Company, its properties or assets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, regulation or arbitration award applicable to the Company, its properties or assets, other thanexcept, in the case of clauses (ii) and clause (iii), any such conflictsas would not, breaches, violations, defaults, rights, losses or liens that individually or in the aggregate could not aggregate, reasonably be expected to have a material adverse effect with respect Material Adverse Effect, reasonably be expected to prevent the consummation by the Company or could not prevent, hinder or materially delay the ability of any of the Transactions on a timely basis or reasonably be expected to prevent the compliance by the Company to consummate the transactions contemplated by with their obligations under this Agreement; provided, however, that for the purposes of this Section 3.03(b), the definition of Material Adverse Effect shall not include clause (B)(2) in the proviso of such definition.

Authority; Noncontravention. The Company has all the requisite corporate and other power and authority to enter into this Agreement and and, subject to the Company Stockholder Approval with respect to the consummation of the Merger, to consummate the transactions contemplated by this Agreementhereby and thereby. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby and thereby have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of the Company, subject, in the case of the Merger, to the Company Stockholder Approval. This Agreement has been duly executed and when delivered by the Company shall constitute and constitutes a valid and binding obligation of the Company, enforceable against the Company and the selling shareholders, as applicable, in accordance with its terms. Except as disclosed in Section 3.01(d) of the Disclosure Schedule, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “"put” " right with respect to any obligation or to a loss of a material benefit under, or result in the creation of any lien Lien upon any of the properties or assets of the Company or any of its subsidiaries under, (i) the Company’s articles Certificate of incorporation Incorporation or bylaws, if anyBy-laws of the Company or the comparable charter or organizational documents of any of its subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to the Company, Company or any of its subsidiaries or their respective properties or assets, assets or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, regulation or arbitration award applicable to the Company, Company or any of its subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or liens Liens that individually or in the aggregate could not be reasonably expected to have a material adverse effect with respect to the Company or could not prevent, hinder reasonably be expected to prevent or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement. No consent, approval, order or authorization of, or registration, declaration or filing with, or notice to, any Federal, state or local government or any court, administrative agency or commission or other governmental authority or agency, domestic or foreign (a "Governmental Entity"), is required by or with respect to the Company or any of its subsidiaries in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the transactions contemplated hereby or thereby, except, with respect to this Agreement, for (i) the filing of a premerger notification and report form by the Company under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (ii) the filing with the SEC of (y) a proxy statement relating to the Company Stockholder Approval (such proxy statement as amended or supplemented from time to time, together with the proxy statement, if necessary, for the Parent Stockholder Approval, if necessary (as defined in Section 3.02(j)), the "Joint Proxy Statement"), and (z) such reports under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (iii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, the filing of a certificate of merger with the appropriate authorities in the necessary jurisdictions in the event Parent makes an election referred to in Section 1.01, and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business and (iv) such other consents, approvals, orders, authorizations, registrations, declarations, filings or notices as are set forth in Section 3.01(d) of the Disclosure Schedule.

Authority; Noncontravention. The Company has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreementhereby. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of Company, subject, in the Companycase of the Merger, to Company Stockholder Approval. This Agreement has been duly executed and when delivered by Company and, assuming the Company shall constitute a due authorization, execution and delivery by the Parent Parties, constitutes the legal, valid and binding obligation of the Company, enforceable against the Company and the selling shareholders, as applicable, in accordance with its terms, except as such enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency or other and similar laws law affecting the enforcement of creditors’ ' rights generally or by general principles of equityand remedies generally. The execution and delivery of this Agreement do does not, and the consummation of the transactions contemplated by this Agreement hereby (including the Bank Combination) and compliance with the provisions hereof of this Agreement will not, conflict with, or result in any breach violation, forfeiture or violation termination of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of forfeiture, termination, cancellation or acceleration (with or without notice or lapse of time, or “put” right with respect to both) of any material obligation or to a loss of a material benefit benefit, under, or result in the creation of any lien Lien upon any of the properties or assets of the Company or any of its Subsidiaries under, (i) the Company’s articles certificate of incorporation or bylaws, if anyby-laws of Company, (ii) the certificate of incorporation or by-laws or the comparable organizational documents of any of its Subsidiaries, (iii) subject to the governmental filings and other matters referred to in the following sentence, any loan or credit agreement, note, bond, mortgage, indenture, lease lease, vendor agreement, software agreement or other agreement, instrument, Intellectual Property (as defined in Section 3.1(n)) right, permit, concession, franchise franchise, license or license similar authorization applicable to the Company, Company or any of its Subsidiaries or their respective properties or assetsassets that is material to the operations of Company and its Subsidiaries, taken as a whole, or (iiiiv) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, rule or regulation or arbitration award ("LAWS") applicable to the Company, Company or any of its Subsidiaries or their respective properties or assets, other than, in the case of clauses (iiiii) and (iii)iv) only, any such conflicts, breaches, violations, defaults, rights, losses or liens Liens that would not, individually or in the aggregate could not have (x) reasonably be expected to result in a material adverse effect with respect to the Material Adverse Effect on Company or could not prevent, hinder (y) reasonably be expected to materially impair or materially delay the ability of Company to perform its obligations under this Agreement. Provided that the Company makes no representation or warranty with respect to consummate filings or other actions to be taken or required to be taken by any of the Parent Parties in respect of consents or approvals required in connection with the transactions contemplated hereby, no consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with any Governmental Entity (as defined in Section 8.3) is required by or with respect to Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement by Company or the consummation by Company and BSB Bank of the transactions contemplated hereby, except for (1) the filing by Company with the United States Securities and Exchange Commission (the "SEC") of (A) the proxy statement and other proxy solicitation materials of Company constituting a part thereof (the "PROXY STATEMENT") to be included in a registration statement on Form S-4 to be prepared and filed by Newco in connection with the issuance of Newco Common Stock in the Merger (as it may be amended from time to time, the "FORM S-4"), and the declaration of effectiveness of the Form S-4 by the SEC, and (B) such reports under the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement; (2) the filing of the Certificate of Merger with the Office of the Secretary of State of the State of Delaware and such filings with Governmental Entities to satisfy the applicable requirements of the laws of states in which Company and its Subsidiaries are qualified or licensed to do business or state securities or "blue sky" laws; (3) the approval of the Board of Governors of the Federal Reserve System (the "FEDERAL RESERVE")under the Bank Holding Company Act of 1956, as amended (the "BHC ACT") in connection with the merger of the Company and Newco, or the waiver thereof; (4)the approval or non-objection of the OTS under the Home Owners' Loan Act (the "HOLA") in connection with the merger of Company and Newco and the approval of the OTS under the Bank Merger Act (the "BMA") in connection with the merger of SBU Bank and BSB Bank; and (5) the approval of the Superintendent of Banking and the Banking Board of the State of New York (collectively, the "NYSBD") under the New York Banking Law (the "NYBL") in connection with the acquisition of the voting stock of BSB Bank as a result of the merger of the Company and Newco and the merger of SBU Bank and BSB Bank (the matters described in the foregoing clauses (3) through (5), inclusive, being sometimes referred to herein collectively as the "BANK REGULATORY APPROVALS").

Authority; Noncontravention. The Company Genvor has all requisite power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by the Company Genvor and the consummation by the Company Genvor of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary action on the part of the CompanyGenvor. This Agreement has been duly executed and when delivered by the Company Genvor shall constitute a valid and binding obligation of the CompanyGenvor, enforceable against the Company Genvor and the selling shareholders, as applicable, in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution and delivery of this Agreement do does not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to a loss of a material benefit under, or result in the creation of any lien upon any of the properties or assets of the Company Genvor under, (i) the CompanyGenvor’s articles of incorporation or bylaws, if any, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to the CompanyGenvor, its properties or assets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, regulation or arbitration award applicable to the CompanyGenvor, its properties or assets, other than, in the case 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 the Company Genvor or could not prevent, hinder or materially delay the ability of the Company Genvor to consummate the transactions contemplated by this Agreement.

Authority; Noncontravention. (a) The Company has all requisite corporate power and authority to enter into this Agreement and and, subject to receipt of the Company Stockholder Approval, to consummate the transactions contemplated by this AgreementTransactions. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby Transactions have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of the Company, subject, in the case of the Merger, to receipt of the Company Stockholder Approval. This Agreement has been duly executed and when delivered by the Company shall constitute and, assuming the due authorization, execution and delivery by the Parent and Purchaser, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company and the selling shareholders, as applicable, in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity. . (b) The execution and delivery of this Agreement do does not, and the consummation of the transactions contemplated by this Agreement Transactions and compliance with the provisions hereof of this Agreement will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of amendment, renegotiation, termination, cancellation or acceleration of or “put” right with respect to any obligation or to a the loss of a material benefit under or to the increase of obligations under, or result in the creation of any lien Lien upon any of the properties or assets of owned by, or licensed to, or leased by the Company or any of its Subsidiaries under, (i) the Company’s articles certificate of incorporation or bylaws, if anybylaws of the Company or the comparable organizational documents of any of its Subsidiaries, (ii) any loan or credit agreementContract, notecommitment, bondarrangement, mortgage, indenture, lease or other agreementunderstanding, instrument, permit, concession, franchise or license similar authorization applicable to the Company, Company or any of its properties Subsidiaries or assets, their respective assets or (iii) subject to the governmental filings and other matters referred to in the following sentenceSection 3.5(c), (A) any judgment, orderorder or decree or (B) any statute, decreetreaty, statuteconvention, directive, law, ordinance, rule, regulation regulation, order or arbitration award restriction, in each case applicable to the CompanyCompany or any of its Subsidiaries or their respective owned, its licensed or leased properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or liens that Liens that, individually and in the aggregate, would not reasonably be expected to (x) have a Material Adverse Effect on the Company, (y) significantly impair the ability of the Company to perform its obligations under this Agreement or (z) prevent or materially delay the consummation of any of the Transactions. (c) No consent, approval, order or authorization of, action by or in the aggregate could not have respect of, or registration, recordation, declaration or filing with, any Federal, state, local or foreign government, any court, administrative, regulatory or other governmental agency, commission or authority or any non-governmental self-regulatory agency, commission or authority (each a material adverse effect "GOVERNMENTAL ENTITY") is required by or with respect to the Company or could any of its Subsidiaries in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the Transactions, except for (i) the filing with the Commission of (A) the Schedule 14D-9, (B) a proxy statement or information statement relating to Company Stockholders Meeting (such proxy statement or information statement, as amended or supplemented from time to time, the "PROXY STATEMENT"), and (C) such reports under Section 13(a), 13(d), 14(f), 15(d) or 16(a) of the Exchange Act, as may be required in connection with this Agreement and the Transactions; (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business; and (iii) such other consents, approvals, orders, authorizations, registrations, recordations, declarations and filings the failure of which to be made or obtained, individually or in the aggregate, would not preventbe expected to (x) have a Material Adverse Effect on the Company, hinder or materially delay (y) significantly impair the ability of the Company to consummate perform its obligations under this Agreement or (z) prevent or materially delay the transactions contemplated by this Agreementconsummation of any of the Transactions.

Authority; Noncontravention. The Company has all requisite corporate power and authority to enter into this Agreement and, subject to the approval of the Merger and the adoption of this Agreement by the affirmative vote of the holders of a majority of the Shares (the "Company Shareholder Approval"), to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby by this Agreement have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of the Company, subject, in the case of this Agreement, to the Company Shareholder Approval. This Agreement has been duly executed and when delivered by the Company shall constitute and, assuming due and valid authorization, execution and delivery hereof by Gambrinus, Parent and Purchaser, constitutes a valid and binding obligation of the Company, enforceable against the Company and the selling shareholders, as applicable, in accordance with its terms, except as that (i) such enforcement may be limited by subject to applicable bankruptcy, insolvency or other similar laws laws, now or hereafter in effect, affecting creditors' rights generally, and (ii) the enforcement remedy of creditors’ rights generally or by general principles specific performance and injunctive and other forms of equityequitable relief may be subject to equitable defenses and to the discretion of the court before which any proceedings therefor may be brought. The execution and delivery of this Agreement do not, and the consummation by the Company of the transactions contemplated by this Agreement and compliance by the Company with the provisions hereof of this Agreement will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any material obligation or to a loss of a material benefit under, or result in the creation of any lien material Liens in or upon any of the properties or assets of the Company or any of its Subsidiaries under, any provision of (i) the Company’s articles Restated Articles of incorporation Incorporation or bylaws, if anyBylaws of the Company or the comparable organizational documents of any of its Subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to the Company, Company or any of its Subsidiaries or any of their respective properties or assets, assets or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, (A) statute, law, ordinance, rule, rule or regulation or arbitration award (B) judgment, order or decree applicable to the Company, Company or any of its Subsidiaries or any of their respective properties or assets, other than, in the case of clauses (ii) and clause (iii), any such conflicts, breaches, violations, defaults, rights, losses or liens Liens that individually or in the aggregate could would not have a material adverse effect Material Adverse Effect on the Company. No consent, approval, order or authorization 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"), is required by or with respect to the Company or could not prevent, hinder or materially delay any of its Subsidiaries in connection with the ability execution and delivery of this Agreement by the Company to consummate or the consummation by the Company of the transactions contemplated by this Agreement, except for (1) filings, permits, authorizations, consents and approvals as may be required under the Hart Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended 9 13 (xxx "XXX Xxx"), (0) the filing with the SEC and the NASDAQ Stock Market, Inc. of (A) a proxy statement relating to the Company Shareholder Approval (as amended or supplemented from time to time, the "Proxy Statement") and (B) such reports under the Securities Exchange Act of 1934 ("Exchange Act") as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (3) the filing of an agreement of merger with the Secretary of State pursuant to the GCL and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business, (4) such filings and approvals as may be required by any applicable state securities, "blue sky" or takeover laws, (5) compliance with any applicable requirements of the Exchange Act and (6) such other consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made would not have a Material Adverse Effect on the Company.

Authority; Noncontravention. The Company has all the requisite corporate and other power and authority to enter into this Agreement and and, subject to the Company Stockholder Approval with respect to the consummation of the Merger, to consummate the transactions contemplated by this Agreementhereby. The Offer, the execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby and thereby have been (or at Closing will have been) duly authorized by the Company's Board of Directors, which constitutes all necessary corporate action on the part of the Company, subject, in the case of the Merger, to the Company Stockholder Approval. This Agreement has been duly executed and when delivered by the Company shall constitute and constitutes a valid and binding obligation of the Company, enforceable against the Company and the selling shareholders, as applicable, in accordance with its termsterms subject, except as such enforcement may be limited by to enforceability, to bankruptcy, insolvency insolvency, reorganization and other laws of general applicability relating to or other similar laws affecting the enforcement of creditors’ ' rights generally or by and to general principles of equity. The Except for the Company's credit facility and except as disclosed in Section 4.4 of the Disclosure Schedule, the execution and delivery of this Agreement do does not, and the consummation of the transactions contemplated by the Offer and this Agreement and compliance with the provisions hereof will not, conflict with, or result in (a) any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation cancellation, acceleration or acceleration of or “"put” right ", with respect to any obligation or to a (b) the loss of a material benefit under, or result in other right or (c) the creation of any lien Lien upon any of the properties or assets of the Company or any of its Subsidiaries under, (i) the Company’s articles Restated Articles of incorporation Organization, as amended, or bylawsBy-laws, if anyas amended, of the Company or the comparable organizational documents of any of its Subsidiaries, (ii) any loan or credit agreement, note, note purchase agreement, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to the Company, Company or any of its Subsidiaries or their respective properties or assets, assets or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, regulation or arbitration award applicable to the Company, Company or any of its Subsidiaries or their respective properties or assets, other than, in the case of clauses (i), (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or liens Liens that individually or in the aggregate could would not have a material adverse effect Material Adverse Effect with respect to the Company or could would not prevent, hinder or materially delay the ability of the Company and/or MergerCo to consummate the transactions contemplated by this Agreement if not cured or waived by the Closing Date. No consent, approval, order or authorization of, or registration, declaration or filing with, or notice to, any Federal, state or local government or any court, administrative agency or commission or other governmental authority or agency, domestic or foreign (a "Governmental Entity"), or any other person under any material agreement, indenture or other instrument to which the Company or any Subsidiary is a party or to which any of its properties is subject, is required by or with respect to the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the transactions contemplated hereby, except for (i) the filing of a pre-merger notification and report form by the Company under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), (ii) the filing with the SEC of (x) a proxy statement relating to the Company Stockholder Approval (such proxy statement as amended or supplemented from time to time, the "Proxy Statement"), and (y) such reports under the Exchange Act as may be required in connection with the Offer and this Agreement and the transactions contemplated by this Agreement., (iii) the filing of the Certificate of Merger with the Secretary of the Commonwealth of Massachusetts and appropriate documents

Authority; Noncontravention. The Company has all requisite corporate power and authority to enter into execute, deliver and perform its obligations under this Agreement and and, subject to the Company Stockholder Approval (as defined in Section 3.01(l)), to consummate the transactions contemplated by this Agreement, including the Merger (collectively, the “Transactions”). The execution execution, delivery and delivery performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby Transactions have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of the Company, subject to the Company Stockholder Approval. This Agreement has been duly executed and when delivered by the Company shall constitute and, assuming the due authorization, execution and delivery by Parent and Purchaser, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company and the selling shareholders, as applicable, in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution and delivery of this Agreement do does not, and the consummation of the transactions contemplated by this Agreement Transactions and compliance with the provisions hereof of this Agreement will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to a loss of a material benefit under, or result in the creation of any lien Lien upon any of the properties or assets of the Company or the Company Subsidiary under, (i) the Company’s articles certificate of incorporation or bylaws, if anyby-laws of the Company or the Company Subsidiary, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreementcontract, instrument, permit, concession, franchise or license applicable to which the Company or the Company Subsidiary is a party or by which the Company, its the Company Subsidiary or the Company’s or the Company Subsidiary’s properties or assets, assets is bound or affected or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, rule or regulation or arbitration award applicable to the Company, its the Company Subsidiary or the Company’s or the Company Subsidiary’s properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or liens that Liens that, individually or in the aggregate could aggregate, would not (x) have a material adverse effect with respect to on the Company or could not prevent, hinder (y) reasonably be expected to materially impair or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement.perform its obligations under this

Authority; Noncontravention. The Company has all requisite corporate power and authority to enter into this Agreement and Agreement, and, subject to the Stockholder Approval, to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of the Company, subject, in the case of the Merger, to the Stockholder Approval. This Agreement has been duly executed and when delivered by the Company shall constitute a Company, and, assuming the due authorization, execution and delivery by Parent and Merger Sub, constitutes the legal, valid and binding obligation of the Company, enforceable against the Company and the selling shareholders, as applicable, in accordance with its terms, except as such the enforcement thereof may be limited by applicable bankruptcy, insolvency insolvency, reorganization, moratorium or other similar laws generally affecting the enforcement rights of creditors’ rights generally or by creditors and subject to general principles of equityequity principles. The execution and delivery of this Agreement do does not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof 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) result in any breach or breach, violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or creation or acceleration of or “put” right with respect to any obligation or to right of a third party or loss of a material benefit under, or result in the creation of any lien Lien upon any of the properties or assets of any of the Company Entities under, (i) the Company’s articles of incorporation or bylaws, if any, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise franchise, license or license other authorization applicable to any of the Company, its Company Entities or their respective properties or assets, assets or (iii) subject to the governmental filings and other matters referred to in the following sentence, conflict with or violate any judgment, order, decree, statute, law, ordinance, rule, regulation decree or arbitration award Law applicable to any of the Company, its Company Entities or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or liens that Liens that, individually or in the aggregate could aggregate, would not reasonably be expected to have or result in a material adverse effect on the Company and that would not prevent or materially delay consummation of the transactions contemplated by this Agreement. No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any federal, state 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”) or any third party is required by the Company in connection with respect to the execution and delivery of this Agreement by the Company or could the consummation by the Company of the transactions contemplated hereby, except for: (i) the filing with the Securities and Exchange Commission (the “SEC”) of (A) a proxy statement relating to the Stockholders Meeting (such proxy statement, as amended or supplemented from time to time, the “Proxy Statement”) and (B) such reports under Section 13(a), 13(d), 15(d) or 16(a) or such other applicable sections of the Exchange Act, as may be required in connection with this Agreement and the transactions contemplated hereby, including but not preventlimited to a filing on Form 8-K announcing the transactions contemplated by this Agreement; (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware; (iii) the consents, hinder approvals, orders or authorizations set forth on Section 3.1(d) of the Company Disclosure Letter; and (iv) 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 and would not prevent or materially delay the ability consummation of the Company to consummate the transactions contemplated by this Agreement.