Common use of Authority; Noncontravention Clause in Contracts

Authority; Noncontravention. The Company has the requisite corporate power and authority to enter into this Agreement and, subject to adoption of this Agreement by the holders of a majority of the outstanding shares of Common Stock, to consummate the Transactions. The execution and delivery of this Agreement by the Company and the consummation by the Company of the Transactions 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 delivered by the Company and constitutes a 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 does not, and the consummation of the Transactions and compliance with the provisions of this Agreement will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company or any of its Significant Subsidiaries under, (i) the Charter or By-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 or any of its Significant Subsidiaries or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the 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, violations, defaults, rights or Liens or judgments, orders, decrees, statutes, law ordinances, rules or regulations that individually or in the aggregate would not (x) have a 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 any of its Significant Subsidiaries in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the Transactions, 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 the 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 Subsidiary has the requisite corporate power and authority to enter into this Agreement andand to perform its obligations under this Agreement and to consummate the transactions contemplated by this Agreement. The execution, subject to adoption delivery and performance of this Agreement by the holders of a majority of the outstanding shares of Common Stock, to consummate the Transactions. The execution and delivery of this Agreement by the Company Subsidiary and the consummation by the Company Subsidiary of the Transactions transactions contemplated by this Agreement 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 StockSubsidiary. This Agreement has been duly executed and delivered by the Company Subsidiary and constitutes a valid and binding obligation of the CompanySubsidiary, enforceable against the Company Subsidiary in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, and general equitable principles (whether considered in a proceeding in equity or at law). The execution execution, delivery and delivery performance of this Agreement by the Company does Subsidiary do not, and the consummation of the Transactions transactions contemplated by this Agreement and compliance with the provisions of this Agreement will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to 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 Subsidiary under, (i) the Charter Certificate of Incorporation or By-Laws Bylaws of the Company or the comparable charter or organizational documents of any of its Significant SubsidiariesSubsidiary, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to the Company Subsidiary 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 or regulation applicable to the Company Subsidiary 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, violations, defaults, rights or Liens or judgments, orders, decrees, statutes, law ordinances, rules or regulations that individually or in the aggregate would not (x) have a 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 order, action 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"Authority”), is required by or with respect to the Company or any of its Significant Subsidiaries Subsidiary in connection with the execution execution, delivery and delivery performance of this Agreement by the Company Subsidiary or the consummation by the Company Subsidiary of the Transactionstransactions contemplated by this Agreement, except for (i) the filing of a premerger notification the Certificate of Merger and report form by the Company under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx")other appropriate documents, (xx) the filing if any, with the SEC Delaware Secretary of (x) the Schedule 14D-9, (y) a proxy or information statement relating to the 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 State and appropriate documents with the relevant authorities of other states in which the Company Subsidiary 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 (vii) such other consents, approvals, orders, authorizations, registrations, declarations and filings as may which, if not obtained or made, could not be required reasonably expected to prevent or delay in any material respect the consummation of the transactions contemplated by this Agreement or otherwise prevent Subsidiary from performing its obligations 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 Effectthis Agreement.

Authority; Noncontravention. The Company If such Stockholder is an entity, such Stockholder has the requisite power (corporate power or other) and authority to enter into execute and deliver this Agreement and, subject to adoption of this Agreement by the holders of a majority of the outstanding shares of Common Stock, and to consummate the Transactionstransactions contemplated by this Agreement. The If such Stockholder is an individual, such Stockholder has the requisite capacity to execute and deliver this Agreement and to consummate the transactions contemplated by this Agreement. If such Stockholder is an entity, the execution and delivery of this Agreement by the Company such Stockholder and the consummation by the Company such Stockholder of the Transactions transactions contemplated by this Agreement have been duly authorized by all necessary action (corporate action or other) on the part of such Stockholder and no other proceedings (corporate or other) on the Company, subject part of such Stockholder are necessary to approval of the Merger and the adoption of approve this Agreement or to consummate the transactions contemplated by the holders of a majority of the outstanding shares of Common Stockthis Agreement. This Agreement has been duly executed and delivered by such Stockholder and, assuming the Company due authorization, execution and delivery by the Company, Parent and Sub, constitutes a valid and binding obligation of the Companysuch Stockholder, enforceable against the Company such Stockholder in accordance with its terms, subject to: (a) applicable bankruptcy, insolvency, fraudulent transfer and conveyance, moratorium, reorganization, receivership and similar laws relating to or affecting the enforcement of the rights and remedies of creditors generally; (b) principles of equity which may limit the availability of remedies (regardless of whether considered and applied in a proceeding in equity or at law); and (c) an implied covenant of good faith and fair dealing. The execution and delivery of this Agreement by the Company does not, such Stockholder and the consummation of the Transactions transactions contemplated hereby and compliance by such Stockholder with the provisions of this Agreement hereof do not and will not, not conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of of, or result in, termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien in or upon any of the properties or assets of such Stockholder under, any provision of: (a) if such Stockholder is an entity, the Company certificate of incorporation or bylaws (or similar organizational documents) of such Stockholder; (b) any Contract to which such Stockholder is a party or any of its Significant Subsidiaries under, (i) the Charter or By-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 or any of its Significant Subsidiaries or their respective properties or assets is subject; or (iiic) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, (i) statute, law, ordinance, rule or regulation or (ii) judgment, order or decree, in each case, applicable to the Company such Stockholder or any of its Significant Subsidiaries or their respective such Stockholder's properties or assets. Except for the filing of a Schedule 13D (or amendment thereto) or a Form 4 or 5 by such Stockholder, other than, in the case of clauses (ii) and (iii), any such conflicts, violations, defaults, rights or Liens or judgments, orders, decrees, statutes, law ordinances, rules or regulations that individually or in the aggregate would not (x) have a 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 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 Governmental Entity or other governmental authority individual, corporation, limited liability company, partnership, association, trust, unincorporated organization, other entity or agency, domestic or foreign group (each a "Governmental Entityperson"), ) is required by or with respect to the Company or any of its Significant Subsidiaries such Stockholder in connection with the execution and delivery of this Agreement by the Company such Stockholder or the consummation by the Company such Stockholder 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 transactions contemplated hereby or compliance with the SEC of (x) the Schedule 14D-9, (y) a proxy or information statement relating to the 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 Effectprovisions hereof.

Authority; Noncontravention. The Company has the requisite corporate and other power and authority to enter into this Merger Agreement and, subject to adoption of this Agreement by the holders of a majority of the outstanding shares of Common Stock, and to consummate the TransactionsMerger. The Subject to obtaining Company Stockholder Approval (as defined in Section 3.01(m)), the execution and delivery of this Merger Agreement by the Company and the consummation by the Company of the Transactions transactions contemplated hereby 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 Merger Agreement has been duly executed and delivered by the Company and constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. The execution and delivery of this Merger Agreement by the Company does do not, and the consummation of the Transactions transactions contemplated by this Merger Agreement and compliance with the provisions of this Agreement 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 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 Charter Certificate of Incorporation or By-Laws Bylaws of the Company or the comparable charter or organizational documents of any of its Significant SubsidiariesCompany, (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 any of Company, 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, regulation or regulation arbitration award applicable to the Company or any of Company, its Significant Subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations, defaults, rights or Liens or judgments, orders, decrees, statutes, law ordinances, rules or regulations that individually or in the aggregate would not (x) have a 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, or notice to, any Federalfederal, state or local government or any court, administrative or regulatory agency or commission or other governmental authority or authority, agency, domestic or foreign (a "“Governmental Entity"”), is required by or with respect to the Company or any of its Significant Subsidiaries in connection with the execution and delivery of this Merger Agreement by the Company or the consummation by the Company of the Transactionstransactions contemplated hereby, except except, with respect to this Merger Agreement, for (i) the filing of a premerger notification and report form the Certificate of Merger with the Secretary of State of Delaware 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 the 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 Secretary of State of Nevada by Cirracor, 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, except where the failure to obtain have such consent, approval, order or make authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity would not have a Material Adverse Effectmaterial adverse effect on the Company.

Authority; Noncontravention. The Company Each of Parent and Merger Sub has the all requisite corporate power and authority to enter into this Agreement and, subject to adoption of this Agreement by the holders of a majority of the outstanding shares of Common StockParent Stockholder Approval, to consummate the Transactionstransactions contemplated by this Agreement. The execution and delivery of this Agreement by the Company Parent and Merger Sub and the consummation by the Company Parent and Merger Sub of the Transactions transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the CompanyParent and Merger Sub, respectively, subject to approval of the Merger and the adoption of this Agreement by the holders of a majority of the outstanding shares of Common StockParent Stockholder Approval. This Agreement has been duly executed and delivered by each of Parent and Merger Sub and, assuming the Company due authorization, execution and delivery by the Company, constitutes a the legal, valid and binding obligation of the Company, Parent and Merger Sub enforceable against the Company Parent and Merger Sub in accordance with its terms, except as the enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws generally affecting the rights of creditors and subject to general equity principles. The execution and delivery of this Agreement by the Company does not, and the consummation of the Transactions transactions contemplated by this Agreement and compliance with the provisions of this Agreement will not, (i) conflict withwith the articles of incorporation or by-laws (or comparable organizational documents) of any of the Parent Entities, or (ii) assuming that all the consents, approvals and filings referred to in the next sentence are duly obtained and/or made, (A) result in any breach, violation 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 any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company Parent or any of its Significant Subsidiaries under, (i) the Charter or By-Laws of the Company or the comparable charter or organizational documents of any of its Significant Subsidiaries, (ii) Merger Sub under 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 or any of its Significant Subsidiaries the Parent Entities or by which their respective properties or assets are bound, or (iiiB) 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 decree or regulation Law applicable to the Company or any of its Significant Subsidiaries Parent, Merger Sub or their respective properties or assets, other than, in the case of clauses clause (ii) (A) and (B) and (iii), ) any such conflicts, breaches, violations, defaults, rights rights, losses or Liens or judgmentsthat, orders, decrees, statutes, law ordinances, rules or regulations that individually or in the aggregate aggregate, would not (x) reasonably be expected to have or result in a 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 Transactionsmaterial adverse effect on Parent. No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any Federal, state Governmental Entity or local government or any court, administrative or regulatory agency or commission or other governmental authority or agency, domestic or foreign (a "Governmental Entity"), third party is required by Parent or with respect to the Company or any of its Significant Subsidiaries Merger Sub in connection with the execution and delivery of this Agreement by the Company Parent and Merger Sub or the consummation by the Company Parent and Merger Sub of the Transactionstransactions contemplated hereby, except for for: (i) the filing with the SEC of (A) the Form S-4 and a proxy statement/prospectus relating to the Parent Stockholders Meeting 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; (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware; (iii) the filing of a premerger notification and report form by the Company Parent under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 HSR Act; (xxx "XXX Xxx"), (xxiv) the filing filings with the SEC of (x) the Schedule 14D-9, (y) a proxy or information statement relating to the approval by the Company's stockholders and approvals of the NYSE to permit the shares of Parent Common Stock that are to be issued in the Merger and this Agreement, if such approval is required by law to be listed on the NYSE; (as amended or supplemented from time to time, the "Proxy Statement"), and (zv) such reports under Section 13(a) of the Exchange Act governmental consents, qualifications or filings as may be required are customarily obtained or made in connection with the Operative Agreements transfer of interests or the change of control of ownership in properties used for the mining, processing or shipping of coal or iron ore, including notices and consents relating to or in connection with mining, reclamation and environmental Permits, in each case under the Transactionsapplicable Laws of Alabama, (iii) the filing of the Articles of Merger with the SDAT Michigan, Kentucky, Virginia, Minnesota, West Virginia, Pennsylvania, United States, Australia, and appropriate documents with the relevant authorities of other states in which the Company is qualified to do businessCanada, (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 (vvi) 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 orders or any of its Significant Subsidiaries conducts any business or owns any property or assets, authorizations the failure of which to obtain be made or make obtained, individually or in the aggregate, would not reasonably be expected to have or result in a Material Adverse Effectmaterial adverse effect on Parent.

Authority; Noncontravention. The Company has the requisite corporate power and authority to enter into this Agreement and, subject to adoption of this Agreement by the holders of a majority of the outstanding shares of Common Stock, and to consummate the Transactionstransactions contemplated hereby. The execution and delivery of this Agreement by the Company and the consummation by the Company of the Transactions transactions contemplated hereby 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 delivered by the Company and (assuming due authorization, execution and delivery by Parent and Merger Sub) constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law). The execution and delivery of this Agreement by the Company does not, and the consummation by the Company of the Transactions transactions contemplated by this Agreement and compliance by the Company with the provisions of this Agreement hereof will not, conflict with, or result in any breach or violation of, or any default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of of, or a “put” right with respect to any obligation under, or to a loss of a material benefit under, or result in the creation of any pledge, claim, lien, charge, encumbrance or security interest of any kind or nature whatsoever except for a Permitted Lien (collectively, “Liens”) upon any of the properties or assets of the Company or any of its Significant Subsidiaries under, (i) the Charter Company Certificate or Company By-Laws of the Company or the comparable charter or organizational documents of any of its Significant Subsidiarieslaws, (ii) any agreement, contract, license, 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 or any of its Significant Subsidiaries or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in the following sentencelast sentence of this Section 3.01(d), any judgment, order, decree, statute, law, ordinance, rule rule, regulation or regulation arbitration award applicable to the 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, violations, defaults, rights or Liens or judgments, orders, decrees, statutes, law ordinances, rules or regulations that individually or in the aggregate would not (x) have a Company Material Adverse Effect, (y) materially impair the ability . Each Lien of the Company to perform its obligations under this Agreement or (zin excess of $5,000 is set forth in Section 3.01(d) prevent the consummation of any of the TransactionsCompany Disclosure Letter. No consent, approval, order or authorization of, or registration, declaration or filing with, or notice to, any Federalfederal, 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 Significant Subsidiaries in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of any of the Transactionstransactions contemplated hereby or the performance by the Company of its obligations hereunder, 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 the 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 Delaware Certificate of Merger with the SDAT Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business, (iv) 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 CAX has the all requisite corporate power and authority to enter into this Agreement and, subject to adoption of this Agreement by the holders of a majority receipt of the outstanding shares of Common StockCAX Stockholder Approval (as defined in Section 3.2(i)), to consummate the Transactionstransactions contemplated by this Agreement. The execution and delivery of this Agreement by the Company CAX and the consummation by the Company CAX of the Transactions transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of the CompanyCAX, subject to approval the receipt of the Merger and the adoption of this Agreement by the holders of a majority of the outstanding shares of Common StockCAX Stockholder Approval. This Agreement has been duly executed and delivered by CAX, and assuming the Company due authorization, execution and delivery by AIC, constitutes a the legal, valid and binding obligation of the CompanyCAX, enforceable against the Company CAX in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, reorganization, insolvency and similar laws affecting creditors' rights generally and by general principles of equity (whether considered at law or in equity). The execution and delivery of this Agreement by the Company does do not, and the consummation of the Transactions transactions contemplated by this Agreement and compliance with the provisions of this Agreement will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company CAX or any of its Significant Subsidiaries under, (i) the Charter certificate of incorporation or Byby-Laws laws of the Company CAX or the comparable charter organizational or organizational governing documents of any of its Significant Subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease to which CAX or any of its Subsidiaries is a party or other agreement, instrument, permit, concession, franchise franchise, license or license similar authorization applicable to the Company CAX or any of its Significant Subsidiaries or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, injunction, order, decree, statute, law, ordinance, rule or regulation applicable to the Company CAX 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, violations, defaults, rights rights, losses or Liens or judgments, orders, decrees, statutes, law ordinances, rules or regulations that individually or in the aggregate would not (x) have a Company Material Adverse Effect, Effect on CAX or (y) materially impair the ability of the Company CAX to perform its their respective obligations under this Agreement or (z) materially delay or prevent the consummation of any of the Transactionstransactions contemplated hereby. No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any Federalfederal, state state, local or local government or foreign government, any court, administrative or administrative, regulatory agency or commission or other governmental agency, commission or authority or any nongovernmental self-regulatory agency, domestic commission or foreign authority (a "Governmental Entity"), ) is required by or with respect to the Company CAX or any of its Significant Subsidiaries in connection with the execution and delivery of this Agreement by the Company CAX or the consummation by the Company CAX of the Transactionstransactions 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 0000 (xxx "XXX Xxx"), (xx1) the filing with the SEC of (x) the Schedule 14D-9, (yA) a joint proxy or information statement statement/prospectus relating to the approval by CAX Stockholders Meeting (as defined in Section 5.1(b)) and the Company's stockholders of the Merger and this AgreementAIC Stockholders Meeting (as defined in Section 5.1(c)) (such proxy statement, if such approval is required by law (as amended or supplemented from time to time, the "Proxy Statement"), ) and (zB) such reports under Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as may be required in connection with the Operative Agreements this Agreement and the Transactions, transactions contemplated by this Agreement; (iii2) any filings with Governmental Entities to satisfy (A) the applicable requirements of the laws of states in which CAX and its Subsidiaries are qualified or licensed to do business or state securities or "blue sky" laws or (B) any filing required by foreign Governmental Entities; (3) the filing of the Articles a certificate of Merger merger with the SDAT and appropriate documents with the relevant authorities Secretary of other states in which the Company is qualified to do business, (iv) all necessary consents and approvals from each State of the Customs Service Bureau and Bureau state of Alcohol, Tobacco and Firearms applicable to the Merger and Delaware; (v4) such other consents, approvals, orders, authorizations, registrations, declarations applications and filings as may be required under by the laws American Stock Exchange or the SEC in connection with the delisting by CAX of any foreign country in which the Company CAX Common Stock from the American Stock Exchange; and (5) such consents, approvals, orders or any of its Significant Subsidiaries conducts any business or owns any property or assets, authorizations the failure of which to obtain be made or make obtained, individually or in the aggregate, would not (x) have a Material Adverse EffectEffect on CAX or (y) materially impair the ability of CAX to perform its obligations under this Agreement or materially delay or prevent the consummation of the transactions contemplated hereby.

Authority; Noncontravention. The Company IMPCO has the all requisite corporate power and authority to enter into this Agreement and, subject to adoption of this Agreement by the holders of a majority of the outstanding shares of Common Stock, and to consummate the Transactionstransactions contemplated by this Agreement. The execution and delivery of this Agreement by the Company IMPCO, and the consummation by the Company IMPCO of the Transactions transactions contemplated by this Agreement, 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 StockIMPCO. This Agreement has been duly executed and delivered by IMPCO, and, assuming the Company due authorization, execution and delivery by the Founders and BRC, constitutes a the legal, valid and binding obligation of the CompanyIMPCO, enforceable against the Company IMPCO in accordance with its terms. The Subject to the consents of LaSalle and Bison and to the consents and approvals contemplated by Sections 5 and 6 of this Agreement, the execution and delivery of this Agreement by the Company does not, and the consummation of the Transactions transactions contemplated by this Agreement and compliance with the provisions of this Agreement hereof will not, not conflict with, or result in any 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 any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company or any of its Significant Subsidiaries IMPCO under, : (i) the Charter certificate of incorporation or By-Laws bylaws of the Company IMPCO or the comparable charter or organizational documents of any of its Significant Subsidiaries, IMPCO’s Affiliated Companies; (ii) any material loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrumentobligation, permit, concession, franchise franchise, license or license similar authorization applicable to the Company IMPCO or any of its Significant Subsidiaries or their respective properties or assets or by which IMPCO is bound; 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 of any Governmental Entity applicable to the Company IMPCO or any of its Significant Subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), than any such conflicts, violations, defaults, rights rights, losses or Liens or judgments, orders, decrees, statutes, law ordinances, rules or regulations that individually or in the aggregate would are not (x) have a Company Material Adverse Effect, (y) materially impair the ability of the Company reasonably likely 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 any of its Significant Subsidiaries in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the Transactions, 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 the 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 Partners has the all requisite corporate power and authority to enter into this Agreement and, subject to adoption of this Agreement by subject, in the holders of a majority case of the outstanding shares of Common StockAmalgamation, to the Partners Stockholder Approval (as defined in Section 3.1(k)) to consummate the Transactionstransactions 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 transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of Partners, subject, in the Company, subject to approval case of the Merger and Amalgamation, to the adoption of this Agreement by the holders of a majority of the outstanding shares of Common StockPartners Stockholder Approval. This Agreement has been duly executed and delivered by Partners and, assuming the Company due authorization, execution and delivery by NTL and Sub, constitutes a the legal, valid and binding obligation of the CompanyPartners, enforceable against the Company Partners in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy and similar laws or by general principles of equity (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 by the Company does do not, and the consummation of the Transactions transactions contemplated by this Agreement and compliance with the provisions of this Agreement will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company Partners or any of its Significant Subsidiaries subsidiaries under, (i) the Charter memorandum of association or Bybye-Laws laws of the Company Partners or the comparable charter or organizational documents of any of its Significant Subsidiariessubsidiaries, (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 Significant Subsidiaries subsidiaries or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company Partners or any of its Significant Subsidiaries subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations, defaults, rights rights, losses or Liens or judgments, orders, decrees, statutes, law ordinances, rules or regulations that individually or in the aggregate would not (x) have a Company Material Adverse Effect, material adverse effect on Partners or (y) materially reasonably be expected to impair in any material way the ability of the Company Partners to perform its obligations under this Agreement or (z) prevent the consummation of any of the TransactionsAgreement. No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any Federalfederal, state state, local or local government or foreign government, any court, administrative or administrative, regulatory agency or commission or other governmental agency, commission or authority or any nongovernmental self-regulatory agency, domestic commission or foreign authority (a "Governmental Entity"), ) is required by or with respect to the Company Partners or any of its Significant Subsidiaries subsidiaries in connection with the execution and delivery of this Agreement by the Company Partners or the consummation by the Company Partners of the Transactionstransactions 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 0000 (xxx "XXX Xxx"), (xx1) the filing with the SEC of (x) the Schedule 14D-9, (yA) a proxy or information statement relating to the approval by Partners Stockholders Meeting (as defined in Section 5.1(b)) (such proxy statement, together with the Company's stockholders of proxy statement relating to the Merger and this AgreementNTL Stockholders Meeting (as defined in Section 5.1(c)), if such approval is required by law (in each case as amended or supplemented from time to time, the "Joint Proxy Statement"), and (zB) such reports under Section 13(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as may be required in connection with the Operative Agreements this Agreement and the Transactionstransactions 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, (iii3) such filings with Governmental Entities to satisfy the filing applicable requirements of state securities or "blue sky" laws; (4) receipt 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, Required British Approvals (iv) all necessary consents and approvals from each of the Customs Service Bureau and Bureau of Alcohol, Tobacco and Firearms applicable to the Merger as defined); and (v5) 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 orders or any of its Significant Subsidiaries conducts any business or owns any property or assets, authorizations the failure of which to obtain be made or make obtained individually or in the aggregate would not (x) have a Material Adverse Effectmaterial 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 AIC has the all requisite corporate power and authority to enter into this Agreement and, subject to adoption of this Agreement by the holders of a majority receipt of the outstanding shares of Common StockAIC Stockholder Approval (as defined in Section 3.3(i)), to consummate the Transactionstransactions contemplated by this Agreement. The execution and delivery of this Agreement by the Company AIC and the consummation by the Company AIC of the Transactions transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of the CompanyAIC, subject to approval the receipt of the Merger and the adoption of this Agreement by the holders of a majority of the outstanding shares of Common StockAIC Stockholder Approval. This Agreement has been duly executed and delivered by AIC and, assuming the Company due authorization, execution and delivery by CAX, constitutes a the legal, valid and binding obligation of the CompanyAIC, enforceable against the Company AIC in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, reorganization, insolvency and similar laws affecting creditors' rights generally and by general principles of equity (whether considered at law or in equity). The execution and delivery of this Agreement by the Company does not, and the consummation of the Transactions transactions contemplated by this Agreement and compliance with the provisions of this Agreement will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company AIC or any of its Significant Subsidiaries under, (i) the Charter certificate of incorporation or Byby-Laws laws of the Company AIC or the comparable charter organizational or organizational governing documents of any of its Significant Subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, agreement to which AIC or any of its Subsidiaries is a party or any other instrument, permit, concession, franchise franchise, license or license similar authorization applicable to the Company AIC or any of its Significant Subsidiaries or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company AIC 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, violations, defaults, rights rights, losses or Liens or judgments, orders, decrees, statutes, law ordinances, rules or regulations that individually or in the aggregate would not (x) have a Company Material Adverse Effect, Effect on AIC or (y) materially impair the ability of the Company AIC to perform its obligations under this Agreement or (z) materially delay or prevent the consummation of any of the Transactionstransactions contemplated hereby. No consent, approval, order or authorization of, action by, or in respect of, or registration, declaration or filing with, any Federal, state or local government or any court, administrative or regulatory agency or commission or other governmental authority or agency, domestic or foreign (a "Governmental Entity"), Entity is required by or with respect to the Company AIC or any of its Significant Subsidiaries in connection with the execution and delivery of this Agreement by the Company AIC or the consummation by the Company AIC of the Transactionstransactions 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 0000 (xxx "XXX Xxx"), (xxl) the filing with the SEC of (xA) the Schedule 14D-9Proxy Statement, (yB) a proxy or information registration statement relating on Form S-4 to be filed with the approval by SEC in connection with the Company's stockholders issuance of AIC Common Stock in the Merger and this Agreement, if such approval is required by law (as amended or supplemented from time to time, the "Proxy Statement")Merger, and (zC) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with the Operative Agreements this Agreement and the Transactions, transactions contemplated by this Agreement; (iii2) the filing of the Articles AIC Certificate of Merger with the SDAT and appropriate documents Secretary of State of the State of Delaware; (3) any filings with Governmental Entities to satisfy (A) the relevant authorities applicable requirements of other the laws of states in which the Company is AIC and its Subsidiaries are qualified or licensed to do business, business or state securities or "blue sky" laws or (ivB) all necessary consents and approvals from each of the Customs Service Bureau and Bureau of Alcohol, Tobacco and Firearms applicable to the Merger and any filings required by foreign governmental entities; (v4) such other consents, approvals, orders, authorizations, registrations, declarations applications and filings as may be required under by the laws New York Stock Exchange in connection with listing the shares of any foreign country AIC Common Stock to be issued in which the Company Merger; and (5) such consents, approvals, orders or any of its Significant Subsidiaries conducts any business or owns any property or assets, authorizations the failure of which to obtain be made or make obtained, individually or in the aggregate, would not (x) have a Material Adverse EffectEffect on AIC or (y) materially impair the ability of AIC to perform its obligations under this Agreement or materially delay or prevent the consummation of any of the transactions contemplated hereby.

Authority; Noncontravention. The Company has the all requisite corporate power and authority to enter into this Agreement and, subject to adoption of this Agreement by the holders of a majority of the outstanding shares of Common Stock, and to consummate the Transactionstransactions contemplated hereby. The execution and delivery of this Agreement by the Company and the consummation by the Company of the Transactions transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company, subject to approval subject, in the case of the Merger and the adoption of this Agreement by the holders of a majority of the outstanding shares of Common StockMerger, to Company Stockholder Approval. This Agreement has been duly executed and delivered by Company and, assuming the Company due authorization, execution and delivery by the Parent Parties, constitutes a the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as 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 and similar law affecting creditors’ rights and remedies generally. The execution and delivery of this Agreement by the Company does not, and the consummation of the Transactions transactions contemplated hereby (including the Bank Combination) and compliance with the provisions of this Agreement will not, conflict with, or result in any violation violation, forfeiture or 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 both) of any material obligation or to loss of a material benefit benefit, under, or result in the creation of any Lien upon any of the properties or assets of the Company or any of its Significant Subsidiaries under, (i) the Charter certificate of incorporation or Byby-Laws laws of Company, (ii) the Company certificate of incorporation or by-laws or the comparable charter or organizational documents of any of its Significant Subsidiaries, (iiiii) 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 or any of its Significant Subsidiaries or their respective properties or assets 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 or regulation (“Laws”) applicable to the Company or any of its Significant Subsidiaries or their respective properties or assets, other than, in the case of clauses (iiiii) and (iii)iv) only, any such conflicts, violations, defaults, rights rights, losses or Liens or judgmentsthat would not, orders, decrees, statutes, law ordinances, rules or regulations that individually or in the aggregate would not (x) have reasonably be expected to result in a Company Material Adverse Effect, Effect on Company or (y) reasonably be expected to materially impair or materially delay the ability of the Company to perform its obligations under this Agreement Agreement. Provided that the Company makes no representation or (z) prevent the consummation of warranty with respect to filings or other actions to be taken or required to be taken by any of the Transactions. No 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, 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 Governmental Entity (a "Governmental Entity"), as defined in Section 8.3) is required by or with respect to the Company or any of its Significant Subsidiaries in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company and BSB Bank of the Transactionstransactions contemplated hereby, except for (i1) the filing by Company with the United States Securities and Exchange Commission (the “SEC”) of a premerger notification and report form by the Company under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx"), (xxA) the filing 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 SEC issuance of (x) the Schedule 14D-9, (y) a proxy or information statement relating to the approval by the Company's stockholders of Newco Common Stock in the Merger and this Agreement, if such approval is required by law (as it may be amended or supplemented from time to time, the "Proxy Statement"“Form S-4”), and the declaration of effectiveness of the Form S-4 by the SEC, and (zB) such reports under Section 13(a) of the Exchange Act as may be required in connection with the Operative Agreements this Agreement and the Transactions, transactions contemplated by this Agreement; (iii2) the filing of the Articles Certificate of Merger with the SDAT Office of the Secretary of State of the State of Delaware and appropriate documents such filings with Governmental Entities to satisfy the relevant authorities applicable requirements of other 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 is qualified to do businessand Newco, or the waiver thereof; (iv4) all necessary consents and approvals from each the approval or non-objection of the Customs Service Bureau OTS under the Home Owners’ Loan Act (the “HOLA”) in connection with the merger of Company and Bureau Newco and the approval of Alcohol, Tobacco the OTS under the Bank Merger Act (the “BMA”) in connection with the merger of SBU Bank and Firearms applicable to the Merger BSB Bank; and (v5) such other consentsthe approval of the Superintendent of Banking and the Banking Board of the State of New York (collectively, approvals, orders, authorizations, registrations, declarations and filings as may be required the “NYSBD”) under the laws New York Banking Law (the “NYBL”) in connection with the acquisition of any foreign country in which the voting stock of BSB Bank as a result of the merger of the Company or any and Newco and the merger of its Significant Subsidiaries conducts any business or owns any property or assetsSBU Bank and BSB Bank (the matters described in the foregoing clauses (3) through (5), inclusive, being sometimes referred to herein collectively as the failure to obtain or make would not have a Material Adverse Effect“Bank Regulatory Approvals”).

Authority; Noncontravention. The Company has the Compuware and Merger Sub have all requisite corporate power and authority to enter into this Agreement and, subject to adoption of this Agreement by the holders of a majority of the outstanding shares of Common Stock, and to consummate the Transactionstransactions contemplated by this Agreement. The execution and delivery of this Agreement by the Company Compuware and Merger Sub and the consummation by the Company Compuware and Merger Sub of the Transactions transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of the Company, subject to approval of the Compuware and Merger and the adoption of this Agreement by the holders of a majority of the outstanding shares of Common StockSub. This Agreement has been duly executed and delivered by the Company Compuware and Merger Sub and constitutes a valid and binding obligation of the Companyeach such party, enforceable against the Company each such party in accordance with its termsterms (except as enforcement hereof may be limited by (i) bankruptcy, insolvency, reorganization, moratorium and similar laws, both state and federal, affecting the enforcement of creditors' rights or remedies in general as from time to time in effect or (ii) the exercise by courts of equity powers). The execution and delivery of this Agreement by the Company does do not, and the consummation of the Transactions transactions contemplated by this Agreement and compliance with the provisions of this Agreement will not, conflict with, or result in any 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 any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company Compuware or any of its Significant Subsidiaries under, Merger Sub under (i) the Charter articles of incorporation or By-Laws bylaws of the Company Compuware or the comparable charter certificate of incorporation or organizational documents bylaws of any of its Significant SubsidiariesMerger Sub, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to the Company Compuware or any of its Significant Subsidiaries Merger Sub or their respective properties or assets or (iii) subject to the any governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company Compuware or any of its Significant Subsidiaries Merger Sub or their respective properties or assets, other than, in the case of clauses clause (ii) and or (iii), any such conflicts, violations, defaults, rights or Liens or judgments, orders, decrees, statutes, law ordinances, rules or regulations that individually or in the aggregate would not (x) have a Company Material Adverse Effectmaterial adverse effect on Compuware and its subsidiaries, taken as a whole, (y) materially impair the ability of the Company Compuware or Merger Sub to perform its their obligations under this Agreement or Agreement, (z) prevent the consummation of any of the Transactionstransactions 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"), Entity is required by or with respect to the Company Compuware or any of its Significant Subsidiaries Merger Sub in connection with the execution and delivery of this Agreement by the Company or the consummation by Compuware or Merger Sub, as the Company case may be, of any of the Transactionstransactions contemplated by this Agreement, except for (i1) the filing of a premerger pre-merger notification and report form by the Company under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx")HSR Act, (xx2) the filing with the SEC and the National Association of Securities Dealers, Inc. of (xA) the Schedule 14D-9, (y) a proxy or information statement relating to the 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"), Offer Documents and (zB) such reports under Section Sections 13(a), 13(d) and 16(a) of the Exchange Act as may be required in connection with the Operative Agreements this Agreement and the Transactionstransactions contemplated by this Agreement, (iii3) the filing of the Articles Certificate of Merger or an agreement of merger with the SDAT Delaware Secretary of State and appropriate documents with the relevant authorities of other states in which the Company Viasoft 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 business and (v4) such other consents, approvals, orders, authorizations, registrations, declarations and filings as may be required would not individually or in the aggregate (A) have a material adverse effect on Compuware and its subsidiaries, taken as a whole, (B) impair the ability of Compuware and Merger Sub to perform their respective obligations under this Agreement or (C) prevent the laws consummation of any foreign country in which of 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 Effecttransactions contemplated by this Agreement.

Authority; Noncontravention. The Company has the requisite corporate --------------------------- power and authority to enter into this Agreement and, subject to adoption of this and the Stock Option Agreement by the holders of a majority of the outstanding shares of Common Stock, and to consummate the Transactionstransactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Stock Option Agreement by the Company and the consummation by the Company of the Transactions transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company, subject to approval subject, in the case of the Merger and Merger, to the adoption approval of this Agreement by its stockholders as contemplated by Section 6.2. Each of this Agreement and the holders of a majority of the outstanding shares of Common Stock. This Stock Option Agreement has been duly executed and delivered by Company and, assuming that this Agreement or the Company and Stock Option Agreement, as applicable, constitutes a valid and binding obligation of the Parent and Merger Sub, constitutes a valid and binding obligation of Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and to general principles of equity. The Except as specified in Section 4.1(b) of the Disclosure Schedule, the execution and delivery of this Agreement by and the Company does Stock Option Agreement do not, and the consummation of the Transactions transactions contemplated hereby or thereby and compliance with the provisions hereof or thereof will not, (i) conflict with any of the provisions of the articles of organization or by-laws of Company or the comparable governing documents of any Subsidiary of Company, in each case as amended to the date of this Agreement will notAgreement, (ii) subject to the governmental filings and other matters referred to in Section 4.1(c), conflict with, or result in any violation of, a breach of or default (with or without notice or lapse of time, or both) under, or give rise to a material obligation, a right of termination, cancellation or acceleration of any obligation or to a loss of a material benefit under, or result in require the creation consent of any Lien upon person under, any of the properties indenture or assets of the other agreement, permit, concession, franchise, license or similar instrument or undertaking to which Company or any of its Significant Subsidiaries under, (i) the Charter is a party or By-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 by which Company or any of its Significant Subsidiaries or any of their respective properties assets is bound or assets affected, or (iii) subject to the governmental filings and other matters referred to in the following sentenceSection 4.1(c), contravene any judgment, order, decree, statute, domestic or foreign law, ordinance, rule or regulation applicable to the Company or any of its Significant Subsidiaries order, writ, judgment, injunction, decree, determination or their respective properties or assetsaward currently in effect, other thanwhich, in the case of clauses (ii) and (iii)) above could reasonably be expected to have, any such conflicts, violations, defaults, rights or Liens or judgments, orders, decrees, statutes, law ordinances, rules or regulations that individually or in the aggregate would not (x) have a Company Material Adverse Effectaggregate, (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 any of its Significant Subsidiaries in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the Transactions, 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 the 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 EffectEffect on Company.

Authority; Noncontravention. The Company Each of Parent and Merger Sub has the all requisite corporate power or limited liability company power, as the case may be, and authority to enter into this Agreement and, subject to adoption of this Agreement by the holders of a majority of the outstanding shares of Common Stock, and to consummate the Transactionstransactions contemplated by this Agreement. The execution and delivery of this Agreement by the Company Parent and Merger Sub and the consummation by the Company Parent and Merger Sub of the Transactions transactions contemplated hereby have been duly authorized by all necessary corporate action or limited liability company action, as the case may be, on the part of the CompanyParent and Merger Sub, subject to approval of the Merger and the adoption of this Agreement by the holders of a majority of the outstanding shares of Common Stockrespectively. This Agreement has been duly executed and delivered by each of Parent and Merger Sub and, assuming the Company due authorization, execution and delivery by the Company, constitutes a the legal, valid and binding obligation of the Company, Parent and Merger Sub enforceable against the Company Parent and Merger Sub in accordance with its terms, except as the enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws generally affecting the rights of creditors and subject to general equity principles. The execution and delivery of this Agreement by the Company does not, and the consummation of the Transactions transactions contemplated by this Agreement and compliance with the provisions of this Agreement will not, (i) conflict withwith the articles of incorporation or bylaws (or comparable organizational documents) of any of the Parent Entities, or (ii) result in any 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 any obligation or to right of a third party or loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company or any of its Significant Subsidiaries under, (i) the Charter or By-Laws of the Company or the comparable charter or organizational documents of any of its Significant Subsidiaries, (ii) Parent Entities under 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 or any of its Significant Subsidiaries the Parent 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 decree or regulation Law applicable to the Company or any of its Significant Subsidiaries the Parent Entities or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights rights, losses or Liens or judgmentsthat, orders, decrees, statutes, law ordinances, rules or regulations that individually or in the aggregate aggregate, would not (x) reasonably be expected to have or result in a 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 Transactionsmaterial adverse effect on Parent. No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any Federal, state Governmental Entity or local government or any court, administrative or regulatory agency or commission or other governmental authority or agency, domestic or foreign (a "Governmental Entity"), third party is required by Parent or with respect to the Company or any of its Significant Subsidiaries Merger Sub in connection with the execution and delivery of this Agreement by the Company Parent and Merger Sub or the consummation by the Company Parent and Merger Sub of the Transactionstransactions contemplated hereby, except for for: (i) the filing with the SEC of (A) the Form S-4 and 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; (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 the Company Parent 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 the 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, HSR Act; (iv) all necessary consents filings with and approvals from each of the Customs Service Bureau and Bureau Nasdaq to permit the shares of Alcohol, Tobacco and Firearms applicable Parent Common Stock that are to be issued in the Merger to be listed on the Nasdaq; 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 orders or any of its Significant Subsidiaries conducts any business or owns any property or assets, authorizations the failure of which to obtain be made or make obtained, individually or in the aggregate, would not reasonably be expected to have or result in a Material Adverse Effectmaterial adverse effect on Parent.

Authority; Noncontravention. The Company has the requisite corporate power and authority to enter into this Agreement and the Company Ancillary Agreements (as defined in Section 8.3(c) hereof) and, subject to adoption of this Agreement by the holders of a majority of the outstanding shares of Common StockCompany Stockholder Approval, to consummate the Transactionstransactions contemplated by this Agreement and the Company Ancillary Agreements. The execution and delivery of this Agreement and the Company Ancillary Agreements by the Company and the consummation by the Company of the Transactions transactions contemplated by this Agreement and the Company Ancillary Agreements have been duly authorized by all necessary corporate action on the part of the Company, subject to approval of the Merger and the adoption Company Stockholder Approval of this Agreement by the holders of a majority of the outstanding shares of Common StockAgreement. This Agreement has and the Company Ancillary Agreements have been duly executed and delivered by the Company and constitutes constitute a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to creditors rights generally and (ii) the availability of injunctive relief and other equitable remedies. The execution and delivery of this Agreement by and the Company does Ancillary Agreements do not, and the consummation of the Transactions transactions contemplated by this Agreement and the Company Ancillary Agreements and compliance with the provisions of this Agreement and the Company Ancillary Agreements will not, conflict with, or result in any 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 any obligation or to 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 subsidiaries under, (i) the Charter certificate of incorporation or By-Laws bylaws of the Company or the comparable charter or organizational documents of any of its Significant Subsidiariessubsidiaries, (ii) the Exclusive Affiliation Agreement between TV Guide Interactive, Inc. and Satellite Services, Inc., dated Xxxxx 0, 0000, (xxx) subject to the governmental filings 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 or any of its Significant Subsidiaries subsidiaries or their respective properties or 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 or regulation applicable to the Company or any of its Significant Subsidiaries subsidiaries or their respective properties or assets, other than, in the case of clauses (iiiii) and or (iiiiv), any such conflicts, violations, defaults, rights or Liens or judgments, orders, decrees, statutes, law ordinances, rules or regulations liens that individually or in the aggregate would not (x) have a Company Material Adverse Effectmaterial adverse effect on the Company, (y) materially impair in any material respect the ability of the Company to perform its obligations under this Agreement and the Company Ancillary Agreements or (z) prevent or materially delay the consummation of any of the Transactionstransactions contemplated by this Agreement and the Company Ancillary Agreements. No consent, approval, order or authorization of, or registration, declaration or filing with, any Federalfederal, 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 Significant Subsidiaries subsidiaries in connection with the execution and delivery of this Agreement and the Company Ancillary Agreements by the Company or the consummation by the Company of the Transactionstransactions contemplated by this Agreement and the Company Ancillary Agreements, 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 Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx"), (xx) the filing with the SEC Securities and Exchange Commission (the "SEC") of (x) the Schedule 14D-9, Proxy Statement (as defined in Section 5.1) and (y) a proxy or information statement relating to the 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 Sections 13(a), 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 Operative Company Ancillary Agreements and the Transactionstransactions contemplated by this Agreement and the Company Ancillary Agreements, (iii) the filing of the Articles Certificate of Merger with the SDAT Delaware Secretary of State 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 any filings with the Federal Communications Commission (the "FCC") or any filings with the United States Committee of the Customs Service Bureau and Bureau of Alcohol, Tobacco and Firearms applicable Foreign Investments pursuant to the Merger Exxon-Xxxxxx Amendment to the Defense Protection Act of 1988 ("Exxon-Xxxxxx"), and (v) such other consents, approvals, orders, authorizations, registrations, declarations and filings as may be required filings, including under (x) the laws of any foreign country in which the Company or any of its Significant Subsidiaries subsidiaries conducts any business or owns any property or assetsassets or (y) the "takeover" or "blue sky" laws of various states, the failure of which to obtain be obtained or make made would not not, individually or in the aggregate, have a Material Adverse Effectmaterial adverse effect on the Company or prevent or materially delay the consummation of any of the transactions contemplated by this Agreement and the Company Ancillary Agreements.

Authority; Noncontravention. The Company Each of Parent and Merger Sub has the requisite corporate power and authority to enter into this Agreement andand to consummate the transactions contemplated by this Agreement, subject to adoption of this Agreement by the holders of a majority of the outstanding shares of Common StockParent Stockholder Approval (as defined herein), to consummate the Transactionsif required. The execution and delivery of this Agreement by the Company each of Parent and Merger Sub and, subject to Parent Stockholder Approval, if required, the consummation by the Company each of Parent and Merger Sub of the Transactions transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of the CompanyParent and Merger Sub, subject to approval of the Merger and the adoption of this Agreement by the holders of a majority of the outstanding shares of Common Stockas applicable. This Agreement has been duly executed and delivered by each of Parent and Merger Sub and, assuming the Company due authorization, execution and delivery by the Company, constitutes a valid and binding obligation of the Companyeach of Parent and Merger Sub, enforceable against the Company each of Parent and Merger Sub in accordance with its terms. The execution and delivery of this Agreement by the Company does do not, and the consummation of the Transactions transactions contemplated by this Agreement and compliance with the provisions of this Agreement will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien pledges, claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever (collectively, "Liens") upon any of the properties or assets of the Company Parent or any of its Significant Parent's Subsidiaries under, (i) the Charter certificate of incorporation or By-Laws bylaws of the Company Parent or the comparable charter or organizational documents of any of its Significant Parent's 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 Parent 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 or regulation applicable to the Company Parent 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, violations, defaults, rights rights, losses or Liens or judgmentsthat are not, orders, decrees, statutes, law ordinances, rules or regulations that individually or in the aggregate would not (x) aggregate, reasonably likely to have a Company Material Adverse Effect, (y) materially impair the ability of the Company to perform its obligations under this Agreement Effect on Parent or (z) prevent the consummation of any of the TransactionsMerger Sub. No consent, approval, order or authorization of, action by, or in respect of, or registration, declaration or filing with, any Federalfederal, state state, local or local government or foreign government, any court, administrative or administrative, regulatory agency or commission or other governmental agency, commission or authority or any non-governmental self-regulatory agency, domestic commission or foreign authority (each, a "Governmental Entity"), ) is required by or with respect to the Company Parent or any of its Significant Parent's Subsidiaries in connection with the execution and delivery of this Agreement by the Company Parent and Merger Sub or the consummation by the Company Parent and Merger Sub of the Transactionstransactions contemplated by this Agreement, except for (i1) if necessary, the filing of a premerger notification and report form by the Company Parent under the XxxxHart-XxxxxScott-Xxxxxx Rodino Antitrust Improvements Act of 0000 1976, as amended (xxx txx "XXX Xxx"), ; (xx0) the filing with the SEC of (xA) the Schedule 14D-9, (y) a proxy or information registration statement relating on Form S-4 to be filed with the approval SEC by Parent in connection with the Company's stockholders issuance of Parent Common Stock in the Merger and this Agreement(such registration statement, if such approval is required by law (as amended or supplemented from time to time, the "Form S-4"), (B) a proxy statement in conformance with Rule 14a-101 relating to the Company Stockholder Meeting (as defined herein) (such proxy statement, as amended or supplemented from time to time, the "Company Proxy Statement"), ) and (zC) 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 the Operative Agreements this Agreement and the Transactions, transactions contemplated by this Agreement; (iii3) the filing of the Articles Certificate of Merger with the SDAT Delaware Secretary of State and appropriate documents with the relevant authorities of other states in which the Company Parent is qualified to do business, ; (iv4) all necessary consents such filings with and approvals from each of the Customs Service Bureau and Bureau Nasdaq National Market System, the American Stock Exchange or, in Parent's reasonable discretion after consultation with the Company, another national stock exchange, to permit the shares of Alcohol, Tobacco and Firearms applicable Parent Common Stock that are to be issued in the Merger to be traded on the Nasdaq National Market System or any such exchange; and (v5) 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 orders or any of its Significant Subsidiaries conducts any business or owns any property or assets, authorizations the failure of which to obtain be made or make would not obtained is not, individually or in the aggregate, reasonably likely to have a Material Adverse EffectEffect on the Surviving Corporation. All consents, approvals, orders, authorizations and filings (collectively, the "Consents") that are (i) referred to in the immediately preceding sentence or (ii) disclosed or required to be disclosed on Section 3.01(c) of the Parent Disclosure Schedule, are referred to herein as the "Parent Material Consents".

Authority; Noncontravention. The Company has the all requisite corporate power and authority to enter into this Agreement Agreement, and, subject to adoption of this Agreement by the holders of a majority of the outstanding shares of Common StockShareholder Approval (as defined in SECTION 3.1(k)), to consummate the Transactionstransactions contemplated by this Agreement. The execution and delivery of this Agreement by the Company and the consummation by the Company of the Transactions transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company, subject to approval subject, in the case of the Merger and Merger, to the adoption of this Agreement by the holders of a majority of the outstanding shares of Common StockShareholder Approval. This Agreement has been duly executed and delivered by the Company Company, and, assuming the due authorization, execution and delivery by Buyer, constitutes a the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as the enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws generally affecting the rights of creditors and subject to general equity principles. The Except as set forth on SECTION 3.1(d) of the Company Disclosure Letter, the execution and delivery of this Agreement by the Company does not, and the consummation of the Transactions transactions contemplated by this Agreement and compliance with the provisions 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, 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 any obligation or to right of a third party or loss of a material benefit under, or result in the creation of any Lien (as defined in SECTION 8.3) upon any of the properties or assets of the Company or any of its Significant Subsidiaries Entities under, (i) the Charter or By-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 franchise, license or license other authorization applicable to the Company or any of its Significant Subsidiaries Entities or their respective properties or 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 or regulation applicable to the Company or any of its Significant Subsidiaries Entities or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations, defaults, rights rights, losses or Liens or judgments(as defined in SECTION 8.3) that, orders, decrees, statutes, law ordinances, rules or regulations that individually or in the aggregate aggregate, would not (x) reasonably be expected to have or result in a material adverse effect on the Company Material Adverse Effect, (y) or that would not prevent or materially impair the ability delay consummation of the Company to perform its obligations under transactions contemplated by this Agreement or (z) prevent the consummation of any of the TransactionsAgreement. No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any Federalfederal, state or local government or foreign government, any court, administrative or administrative, regulatory agency or commission or other governmental agency, commission or authority or any non-governmental United States or foreign self-regulatory agency, domestic commission or foreign authority or any arbitral tribunal (each, a "Governmental EntityGOVERNMENTAL ENTITY"), ) is required by or with respect to the Company or any of its Significant Subsidiaries in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the Transactionstransactions contemplated hereby, except for 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 Securities and Exchange Commission (the "SEC") of (x) the Schedule 14D-9, (yA) a proxy or information statement relating to the approval by the Company's stockholders of the Merger and this Agreement, if such approval is required by law Shareholders Meeting (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.as

Authority; Noncontravention. The Company Pubco has the all requisite corporate power and authority to enter into this Agreement and, subject to adoption of this Agreement by the holders of a majority of the outstanding shares of Common Stock, and to consummate the Transactionstransactions contemplated by this Agreement. The execution and delivery of this Agreement by the Company Pubco and the consummation by the Company Pubco of the Transactions transactions contemplated 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 approval of the Merger and the adoption of this Agreement by the holders of a majority of the outstanding shares of Common StockPubco. This Agreement has been duly executed and delivered by the Company and constitutes a valid and binding obligation of the CompanyPubco, enforceable against the Company each such party in accordance with its terms. The execution and delivery of this Agreement by the Company does do not, and the consummation of the Transactions transactions contemplated by this Agreement and compliance with the provisions 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 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 Pubco or any of its Significant Subsidiaries subsidiaries under, (i) the Charter articles of incorporation or By-Laws bylaws of the Company Pubco or the comparable charter or organizational documents of any other subsidiary of its Significant SubsidiariesPubco, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to the Company Pubco or any other subsidiary of its Significant Subsidiaries Pubco 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, regulation or regulation arbitration award applicable to the Company Pubco or any other subsidiary of its Significant Subsidiaries Pubco or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights rights, losses or Liens or judgments, orders, decrees, statutes, law ordinances, rules or regulations liens that individually or in the aggregate would could not (x) have a Company Material Adverse Effectmaterial adverse effect with respect to Pubco or could not prevent, (y) hinder or materially impair delay the ability of Pubco to consummate the Company to perform its obligations under transactions contemplated by this Agreement or (z) prevent the consummation of any of the TransactionsAgreement. 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 or regulatory agency or commission or other governmental authority or agency, domestic or foreign (a "Governmental Entity"), Entity is required by or with respect to the Company Pubco or any other subsidiary of its Significant Subsidiaries Pubco in connection with the execution and delivery of this Agreement by the Company Pubco or the consummation by the Company Pubco be, of any of the Transactionstransactions 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 0000 (xxx "XXX Xxx"), (xx) the filing with the SEC of (x) the Schedule 14D-9, (y) a proxy or information statement relating to the 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 Secretaries of State of Nevada and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business, (iv) all necessary consents Delaware 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 declarations, filings or notices as may be required under the "blue sky" 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 Effectvarious states.

Authority; Noncontravention. The Company has the Parent and Sub have all requisite corporate power and authority to enter into this Agreement and, subject to adoption each of this Agreement by and the holders of a majority of the outstanding shares of Common Stock, Stock Option Agreement and to consummate the Transactionstransactions contemplated hereby and thereby. The execution and delivery of each of this Agreement and the Stock Option Agreement by the Company Parent and Sub and the consummation by the Company Parent and Sub of the Transactions transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company, subject to approval of the Merger Parent and the adoption of this Agreement by the holders of a majority of the outstanding shares of Common StockSub. This Agreement has and the Stock Option Agreement have been duly executed and delivered by each of Parent and Sub, as applicable, and (assuming due authorization, execution and delivery by the Company and constitutes a Company) constitute valid and binding obligation obligations of the CompanyParent and Sub, as applicable, enforceable against the Company them in accordance with its their terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors' rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. The execution and delivery of each of this Agreement by and the Company Stock Option Agreement does not, and the consummation by Parent and Sub of the Transactions transactions contemplated by this Agreement and compliance by Parent and Sub, as applicable, with the provisions of this Agreement and the Stock Option 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 of, or a "put" right with respect to any obligation under, 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 any of its Significant Subsidiaries under, (i) the Charter articles of incorporation or Byby-Laws laws of the Company Parent, Sub or the comparable charter or organizational documents any other subsidiary of any of its Significant SubsidiariesParent, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or any other contract, agreement, instrument, permit, concession, franchise or license applicable to the Company which Parent, Sub or any other subsidiary of its Significant Subsidiaries Parent is a party or by which any of their respective properties or assets are bound or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule rule, regulation or regulation arbitration award applicable to the Company Parent, Sub or any other subsidiary of its Significant Subsidiaries Parent or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights rights, losses or Liens or judgments, orders, decrees, statutes, law ordinances, rules or regulations that individually or in the aggregate would could not (x) reasonably be expected to have a Company Material Adverse Effect, (y) materially impair the ability of the Company Effect with respect to perform its obligations under this Agreement or (z) prevent the consummation of any of the TransactionsParent. No consent, approval, order or authorization of, or registration, declaration or filing with, or notice to, any Federal, state or local government Governmental Entity or any court, administrative or regulatory agency or commission or other governmental authority or agency, domestic or foreign (a "Governmental Entity"), third party is required by or with respect to the Company Parent or any of its Significant Subsidiaries Sub in connection with the execution and delivery of this Agreement or the Stock Option Agreement by the Company Parent and Sub, as applicable, or the consummation by the Company Parent and Sub of any of the Transactionstransactions contemplated hereby or thereby, 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")such filings, (xx) the filing if any in connection with or compliance with the SEC of (x) HSR Act, the Schedule 14D-9NASD, (y) a proxy or information statement relating to the approval by the Company's stockholders provisions of the Merger and this Agreement, if such approval is required by law (as amended or supplemented from time to timeDGCL, the "Proxy Statement")provisions of the NCBCA, the Securities Act, Section 4043 of ERISA and (z) such reports under Section 13(a) of the Exchange Act as may be required in connection with this Agreement, the Operative Agreements Stock Option Agreement and the Transactionstransactions contemplated hereby and thereby, (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 (vii) such other consents, approvals, orders, authorizations, registrations, declarations and declarations, filings or notices as may be required under the "takeover" or "blue sky" laws of any foreign country in which the Company various states and (iii) such other consents, approvals, orders, authorizations, registrations, declarations, filings or any of its Significant Subsidiaries conducts any business or owns any property or assets, notices the failure of which to obtain make or make would obtain, individually or in the aggregate, could not reasonably be expected to (x) prevent or materially delay consummation of the Merger or the other transactions contemplated hereby or performance of Parent's and Sub's obligations hereunder or under the Stock Option Agreement or (y) have a Material Adverse EffectEffect with respect to Parent.

Authority; Noncontravention. The Company Such Management Shareholder has the requisite corporate power and authority to enter into this Agreement and, subject to adoption of this Agreement by Shareholder Approval (as defined in the holders of a majority of the outstanding shares of Common StockCompany Stock Purchase Agreement), to consummate the Transactions. The execution and delivery of transactions contemplated by this Agreement by the Company and the consummation by the Company of the Transactions 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 StockAgreement. This Agreement has been duly executed and delivered by the Company such Management Shareholder and constitutes a valid and binding obligation of the Companysuch Management Shareholder, enforceable against the Company such Management Shareholder in accordance with its terms, subject to general principles of equity as may be limited by bankruptcy, insolvency, moratorium or similar laws affecting creditors' rights generally. The execution and delivery of this Agreement by the Company does such Management Shareholder do not, and the consummation of the Transactions transactions contemplated by this Agreement and compliance with the provisions of this Agreement will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company or any of its Significant Subsidiaries under, such Management Shareholder under (i) the Charter or By-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 such Management Shareholder or any of its Significant Subsidiaries or their respective such Management Shareholder's properties or assets or (iiiii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company such Management Shareholder or any of its Significant Subsidiaries or their respective such Management Shareholder's properties or assetsassets of which such Management Shareholder is aware, other than, in the case of clauses and (ii) and (iii), any such conflicts, violations, defaults, rights or Liens or judgmentsLiens, orders, decrees, statutes, law ordinances, rules or regulations that individually or in the aggregate aggregate, would not (x) have a Company Material Adverse Effect, (y) materially impair the ability of the Company to perform its prevent such Management Shareholder from performing his obligations under this Agreement in any material respect or (z) prevent or delay in any material respect the consummation of any of the Transactionstransactions 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 any of its Significant Subsidiaries such Management Shareholder in connection with the execution and delivery of this Agreement by the Company such Management Shareholder or the consummation by the Company such Management Shareholder of the Transactionstransactions contemplated by this Agreement, except for (i) the filing of a premerger notification and report form by Hill as the ultimate parent entity of the Company under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx")HSR Act, (xxii) the filing with the SEC of (x) the Schedule 14D-9, (y) a proxy or information statement relating to the 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 this Agreement and the Transactions, transactions contemplated hereby and (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 which, if not obtained or any of its Significant Subsidiaries conducts any business or owns any property or assetsmade, the failure to obtain or make would not have a Material Adverse Effectprevent or delay in any material respect the consummation of the transactions contemplated by this Agreement or otherwise prevent such Management Shareholder from performing such Management Shareholder's obligations under this Agreement in any material respect.

Authority; Noncontravention. The Company has the all requisite corporate power and authority to enter into execute and deliver this Agreement and, subject to adoption of this Agreement by the holders of a majority of the outstanding shares of Common Stock, and to consummate the Transactionstransactions contemplated by this Agreement, subject, in the case of the Merger, to receipt of the Stockholder Approval (if required by the DGCL). The execution and delivery of this Agreement by the Company and the consummation by the Company of the Transactions transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of the Company, subject to approval subject, in the case of the Merger and Merger, to receipt of the adoption of this Agreement Stockholder Approval (if required by the holders of a majority of the outstanding shares of Common StockDGCL). This Agreement has been duly executed and delivered by the Company 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 in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles. The Board of Directors of the Company at a duly held meeting has taken the Board Actions. The execution and delivery by the Company of this Agreement by the Company does do not, and the consummation of the Transactions Offer and the Merger and the other transactions contemplated by this Agreement and compliance with the provisions of this Agreement will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company or any of its Significant Subsidiaries under, any provision of (iA) the Charter or By-Laws Company Certificate of Incorporation, the Company Bylaws 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 or any of its Significant Subsidiaries or their respective properties or assets or (iiiB) subject to the governmental filings and other matters referred to in the immediately following sentence, (1) any judgmentcontract, orderlease, decreeindenture, note, bond or other agreement that is in 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 (2) any statute, law, ordinance, rule or regulation of any Governmental Entity (“Law”) or any judgment, order or decree of any Governmental Entity (“Judgment”), in each case applicable to the Company or any of its Significant Subsidiaries or their respective properties or assets, other than, in the case of clauses clause (iiB) and (iii)above, any such conflicts, violations, defaults, rights rights, losses or Liens or judgmentsthat would not reasonably be expected to have, orders, decrees, statutes, law ordinances, rules or regulations that individually or in the aggregate would not (x) have aggregate, a 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, or notice to, any Federal, state state, local or local government foreign government, any court of competent jurisdiction or any courtadministrative, administrative or regulatory agency or commission (including any stock exchange) or other governmental authority or agency, domestic commission or foreign authority (each, a "“Governmental Entity"), ”) is required to be obtained or made by or with respect to the Company or any of its Significant Subsidiaries in connection with the execution and delivery of this Agreement by the Company Company, the consummation of the Offer or the consummation by the Company of the TransactionsMerger or the other transactions contemplated by this Agreement, except for (iI) the filing of a premerger notification and report form by the Company under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 1976, as amended (xxx "XXX Xxx"the “HSR Act”), and the filings and receipt, termination or expiration, as applicable, of such other approvals or waiting periods as may be required under any other applicable competition, merger control, antitrust or similar Law of any jurisdiction (xx“Foreign Merger Control Laws”), all of which consents, approvals, orders, authorizations, registrations, declarations, filings or notices are listed in Section 4.01(d) of the Company Disclosure Schedule; (II) compliance with the applicable requirements of the Securities Act and the Exchange Act including the filing of the Schedule 14D-9 Amendment and the other amendments and/or supplements to the Schedule 14D-9 contemplated by Section 1.02(c) and, if required by applicable Law upon obtaining the Stockholder Approval by written consent, the filing with the SEC of (x) the Schedule 14D-9, (y) a proxy or information statement relating and mailing to the 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 Company of an information statement prepared pursuant to time, the "Proxy Statement"), and (z) such reports under Section 13(a14(c) of the Exchange Act as may be required in connection with regarding the Operative Agreements Merger and the Transactionsother transactions contemplated hereby (the “Merger Information Statement”) (which shall also satisfy the requirements of Section 228 of the DGCL), (iiiIII) the filing of the Articles Certificate of Merger with the SDAT Secretary of State of the State of Delaware and of appropriate documents with the relevant authorities of other states jurisdictions in which the Company or any of its Subsidiaries is qualified to do business, (ivIV) all necessary consents any filings or notices required under the rules and approvals from each regulations of the Customs Service Bureau and Bureau of AlcoholNew York Stock Exchange, Tobacco and Firearms (V) compliance with applicable to the Merger foreign or state securities or “blue sky laws”, (VI) any filing or notice required under ISRA and (vVII) such other consents, approvals, orders, authorizations, registrations, declarations declarations, filings 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, notices the failure of which to obtain be obtained or make made would not reasonably be expected, individually or in the aggregate, (x) to have a Material Adverse EffectEffect or (y) to prevent or materially delay the consummation of the Offer or prevent the Company from consummating the Merger.

Authority; Noncontravention. The Company has the Parent and Merger Sub have all requisite corporate power and authority to enter into this Agreement and, subject to adoption of this Agreement by the holders of a majority of the outstanding shares of Common Stock, and to consummate the Transactionstransactions contemplated hereby. The execution and delivery of this Agreement by the Company Parent and Merger Sub and the consummation by the Company Parent and Merger Sub of the Transactions transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company, subject to approval of the Parent and Merger and the adoption of this Agreement by the holders of a majority of the outstanding shares of Common StockSub. This Agreement has been duly executed and delivered by each of Parent and Merger Sub, as applicable, and (assuming due authorization, execution and delivery by the Company and constitutes a Company) constitute valid and binding obligation obligations of the CompanyParent and Merger Sub, as applicable, enforceable against the Company them in accordance with its their terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. The execution and delivery of this Agreement by the Company does not, and the consummation by Parent and Merger Sub of the Transactions transactions contemplated by this Agreement and compliance by Merger Sub with the provisions of this Agreement will shall not, conflict with, or result in any breach or violation 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 of, or a “put” right with respect to any obligation under, 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 Parent or any of its Significant Subsidiaries under, Merger Sub under (i) the Charter certificate of incorporation or Byby-Laws laws of the Company Parent or the comparable charter or organizational documents of any of its Significant SubsidiariesMerger Sub, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to the Company Parent or Merger Sub or any of its Significant Subsidiaries or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule rule, regulation or regulation arbitration award applicable to the Company Parent or any of its Significant Subsidiaries Merger Sub or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights rights, losses or Liens or judgments, orders, decrees, statutes, law ordinances, rules or regulations that individually or in the aggregate would not (x) have a Company Material Adverse Effect, (y) Effect with respect to Parent or prevent or materially impair delay the ability of Parent and Merger Sub to consummate the Company to perform its obligations under transactions contemplated by this Agreement or (z) prevent the consummation of any of the Transactionsperform their respective obligations hereunder. 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 or regulatory agency or commission or other governmental authority or agency, domestic or foreign (a "Governmental Entity"), Entity is required by or with respect to the Company Parent or any of its Significant Subsidiaries Merger Sub in connection with the execution and delivery of this Agreement by the Company Parent and Merger Sub or the consummation by the Company Parent and Merger Sub of any of the Transactionstransactions contemplated hereby, except for (i) such filings, if any, may be required under the HSR Act and the filing of a premerger notification any required applications, if any, by Parent and report form by the Company under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx")Merger Sub pursuant to antitrust or similar laws in such foreign jurisdictions as necessary, (xxii) the filing with the SEC of (xA) the Schedule 14D-9, (y) a proxy or information statement relating to the 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"), Form S-4 and (zB) such reports under Section 13(a) of the Exchange Act as may be required in connection with the Operative Agreements this Agreement and the Transactionstransactions contemplated hereby, (iii) the filing of the Articles Certificate of Merger with the SDAT Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which the Company Parent is qualified to do business, (iv) all necessary consents and approvals from each such other consents, approvals, orders, authorizations, registrations, declarations, filings or notices as may be required under the “takeover” or “blue sky” laws of the Customs Service Bureau and Bureau of Alcohol, Tobacco and Firearms applicable to the Merger various states and (v) such other consents, approvals, orders, authorizations, registrations, declarations and declarations, 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, notices the failure of which to obtain make or make would obtain, individually or in the aggregate, could not reasonably be expected to (x) prevent or materially delay consummation of the Merger or the other transactions contemplated hereby or performance of Parent’s and Merger Sub’s obligations hereunder or (y) have a Material Adverse EffectEffect with respect to Parent.

Authority; Noncontravention. The Company HipStyle has the all requisite corporate power and authority to enter into this Agreement and, subject to adoption of this Agreement by the holders of a majority of the outstanding shares of Common Stock, and to consummate the Transactionstransactions contemplated by this Agreement. The execution and delivery of this Agreement by the Company HipStyle and the consummation by the Company HipStyle of the Transactions transactions contemplated by this Agreement 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 StockHipStyle. This Agreement has been duly executed and delivered by HipStyle and, assuming the Company due authorization, execution and delivery by CCS, constitutes a the legal, valid and binding obligation obligations of the CompanyHipStyle, enforceable against the Company HipStyle in accordance with its terms. The execution and delivery of this Agreement by the Company does do not, and the consummation of the Transactions transactions contemplated by this Agreement and compliance with the provisions of this Agreement will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company HipStyle or any of its Significant Subsidiaries subsidiaries under, (i) the Charter certificate of incorporation or By-Laws of the Company HipStyle or the comparable charter or organizational documents of any of its Significant Subsidiariessubsidiaries, (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 HipStyle or any of its Significant Subsidiaries subsidiaries or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company HipStyle or any of its Significant Subsidiaries subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations, defaults, rights rights, losses or Liens or judgments, orders, decrees, statutes, law ordinances, rules or regulations that individually or in the aggregate would not (x) have a Company Material Adverse Effect, material adverse effect on HipStyle or (y) materially reasonably be expected to impair the ability of the Company HipStyle to perform its obligations under this Agreement or (z) prevent the consummation of any of the TransactionsAgreement. No consent, approval, order or authorization of, action by, or in respect of, or registration, declaration or filing with, any Federal, state or local government or any court, administrative or regulatory agency or commission or other governmental authority or agency, domestic or foreign (a "Governmental Entity"), Entity is required by or with respect to the Company HipStyle or any of its Significant Subsidiaries subsidiaries in connection with the execution and delivery of this Agreement by the Company HipStyle or the consummation by the Company HipStyle of the Transactionstransactions 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 0000 (xxx "XXX Xxx"), (xx1) the filing with the SEC of (x) the Schedule 14D-9, (y) a proxy or information statement relating to the 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), 13(d), 15(d) or 16(a) of the Exchange Act as may be required in connection with the Operative Agreements this Agreement and the Transactions, transactions contemplated by this Agreement; (iii2) the filing of the Articles Certificate of Merger with the SDAT Secretary of State of Delaware and appropriate documents with the relevant authorities of other states in which the Company HipStyle is qualified to do business, (iv) all necessary consents business and approvals from each such filings with Governmental Entities to satisfy the applicable requirements of the Customs Service Bureau and Bureau of Alcohol, Tobacco and Firearms applicable to the Merger state securities or "blue sky" laws; and (v3) such other consents, approvals, ordersorders 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 HipStyle or (y) reasonably be expected to impair the ability of HipStyle to perform its obligations under this Agreement. Except as set forth in Section 3.2(d) of the HipStyle Disclosure Schedule , authorizationsneither HipStyle, registrationsnor any of its Subsidiaries, declarations and filings as may be required under the laws are in material violation of, or in default under, (i) any term or provision of its Certificate of Incorporation or By-Laws; or (ii) any existing applicable law, rule, regulation, judgment, order or decree of any foreign country in which the Company governmental agency or court, domestic or foreign, having jurisdiction over it or any of its Significant Subsidiaries conducts any properties or business. HipStyle owns, possesses or has obtained all material governmental and other licenses, permits, certifications, registration, approvals or consents and other authorizations necessary to own or lease, as the case may be, and to operate its properties and to conduct its business or owns any property operations as presently conducted and all such governmental and other licenses, permits, certifications, registrations, approvals, consents and other authorizations are outstanding and in good standing and there are no existing actions, seeking to cancel, terminate or assetslimit such licenses, the failure to obtain permits, certifications, registrations, approvals or make would not have a Material Adverse Effectconsents or authorizations.

Authority; Noncontravention. The Company Acquiror has the all requisite corporate power and authority to enter into this Agreement and, subject to adoption of this Agreement by the holders of a majority of the outstanding shares of Common Stock, and to consummate the Transactionstransactions contemplated hereby. The execution and delivery of this Agreement by the Company Acquiror and the consummation by the Company Acquiror of the Transactions transactions contemplated hereby 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 StockAcquiror. This Agreement has been duly executed and delivered by the Company Acquiror and (assuming due authorization, execution and delivery by each of the Sellers and PMSI) constitutes a valid and binding obligation of the CompanyAcquiror, enforceable against the Company it in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors' rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. The execution and delivery of this Agreement by the Company does not, and the consummation by the Acquiror of the Transactions transactions contemplated by this Agreement and compliance by the Acquiror with the provisions 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 of, or a "put" right with respect to any obligation under, 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 any of its Significant Subsidiaries under, (i) the Charter certificate of incorporation or Byby-Laws laws of the Company Acquiror or any subsidiary of the comparable charter or organizational documents of any of its Significant SubsidiariesAcquiror, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other any contract, agreement, instrument, permit, concession, franchise or license applicable to which the Company Acquiror or any subsidiary of its Significant Subsidiaries the Acquiror is a party or by which any of their respective properties or assets are bound or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule rule, regulation or regulation arbitration award applicable to the Company Acquiror or any subsidiary of the Acquiror or 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, rights rights, losses or Liens or judgments, orders, decrees, statutes, law ordinances, rules or regulations that individually or in the aggregate would could not (x) reasonably be expected to have a Company Material Adverse Effect, (y) materially impair Effect with respect to the ability of the Company to perform its obligations under this Agreement or (z) prevent the consummation of any of the TransactionsAcquiror. No consent, approval, order or authorization of, or registration, declaration or filing with, or notice to, any Federal, state or local government Governmental Entity or any court, administrative or regulatory agency or commission or other governmental authority or agency, domestic or foreign (a "Governmental Entity"), third party is required by or with respect to the Company or any of its Significant Subsidiaries Acquiror in connection with the execution and delivery of this Agreement by the Company Acquiror or the consummation by the Company Acquiror of any of the Transactionstransactions contemplated hereby, except for (i) the filing of a premerger notification and report form by the Company under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx"), (xx) the filing with the SEC of and The New York Stock Exchange, Inc. (x) the Schedule 14D-9, (y) a proxy or information statement relating to the 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 StatementNYSE"), and (z) of such reports under Section 13(a) of the Exchange Act as may be required in connection with the Operative Agreements this Agreement and the Transactionstransactions contemplated hereby, (iiiii) 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 specified in Schedule III of the Customs Service Bureau and Bureau of Alcohol, Tobacco and Firearms applicable to the Merger this Agreement and (viii) such other consents, approvals, orders, authorizations, registrations, declarations and declarations, filings as may or notices the failure of which to make or obtain, individually or in the aggregate, could not reasonably be required under expected to (x) prevent or materially delay consummation of the laws transactions contemplated hereby or performance of any foreign country in which of the Company Acquiror's obligations hereunder or any of its Significant Subsidiaries conducts any business or owns any property or assets, the failure to obtain or make would not (y) have a Material Adverse EffectEffect with respect to the Acquiror.

Authority; Noncontravention. The Company has the requisite corporate power and authority to enter into this Agreement and, subject to adoption of this Agreement by the holders of a majority of the outstanding shares of Common Stock, to consummate the Transactionstransactions contemplated hereby. The execution and delivery of this Agreement by the Company and the consummation by the Company of the Transactions transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company, subject to approval subject, in the case of the Merger and Merger, to the adoption of this Agreement by the holders of a majority of the outstanding shares of Common Stockits stockholders as contemplated by Section 5.1(a). This Agreement has been duly executed and delivered by the Company and constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and to general principles of equity. The Except as specified in Section 3.1(b) of the Disclosure Schedule, the execution and delivery of this Agreement by the Company does not, and the consummation of the Transactions transactions contemplated hereby and compliance with the provisions hereof will not, (i) conflict with any of the provisions of the certificate of incorporation or bylaws of Company or the comparable governing documents of any Subsidiary of Company, in each case as amended to the date of this Agreement will notAgreement, (ii) subject to the governmental filings and other matters referred to in Section 3.1(c), conflict with, or result in any violation of, a breach of or default (with or without notice or lapse of time, or both) under, or give rise to a material obligation, a right of termination, cancellation or acceleration of any obligation or to a loss of a material benefit under, or result in require the creation consent of any Lien upon person under, any of the properties indenture or assets of the other agreement, permit, concession, franchise, license or similar instrument or undertaking to which Company or any of its Significant Subsidiaries under, (i) the Charter is a party or By-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 by which Company or any of its Significant Subsidiaries or any of their respective properties assets is bound or assets affected, or (iii) subject to the governmental filings and other matters referred to in the following sentenceSection 3.1(c), contravene any judgment, order, decree, statute, domestic or foreign law, ordinance, rule or regulation applicable to the Company or any of its Significant Subsidiaries order, writ, judgment, injunction, decree, determination or their respective properties or assetsaward currently in effect, other thanwhich, in the case of clauses (ii) and (iii)) above could reasonably be expected to have, any such conflicts, violations, defaults, rights or Liens or judgments, orders, decrees, statutes, law ordinances, rules or regulations that individually or in the aggregate would not (x) have a Company Material Adverse Effectaggregate, (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 any of its Significant Subsidiaries in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the Transactions, 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 the 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 EffectEffect on Company.

Authority; Noncontravention. The Company has the Parent and Sub have all requisite corporate power and authority to enter into this Agreement and, subject to adoption of this Agreement by the holders of a majority of the outstanding shares of Common Stock, and to consummate the Transactions. The execution and delivery by Parent and Sub of this Agreement by the Company Operative Agreements to which they are parties and the consummation by the Company of the Transactions have been duly authorized by all necessary corporate action on the part of the Company, subject to approval of the Merger Parent and the adoption of this Agreement by the holders of a majority of the outstanding shares of Common StockSub. This Agreement has been duly executed and delivered by the Company Parent and Sub and constitutes a valid and binding obligation of the Companysuch party, enforceable against the Company such party in accordance with its termsterms (subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors' rights generally from time to time in effect and to general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing, regardless of whether considered in a proceeding in equity or in law). The execution and delivery by Parent and Sub of this Agreement by the Company does Operative Agreements to which they are parties do not, and the consummation of the Transactions and compliance with the provisions of this Agreement the Operative Agreements will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation cancelation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company Parent or any of its Significant Subsidiaries Sub under, (i) the Charter certificate of incorporation or Byby-Laws laws (or other comparable organizational documents) of the Company Parent or the comparable charter or organizational documents of any of its Significant SubsidiariesSub, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to the Company Parent or any of its Significant Subsidiaries Sub or their respective properties or assets or (iii) subject to except for the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company Parent or any of its Significant Subsidiaries or their respective properties or assetsSub, other than, in the case of clauses (ii) and or (iii), any such conflicts, violations, defaults, rights rights, losses or Liens or judgments, orders, decrees, statutes, law ordinances, rules or regulations that individually or in the aggregate would not (x) have a Company Material Adverse EffectEffect on Parent, (y) materially impair the ability of the Company Parent and Sub to perform its their respective obligations under this Agreement or (z) prevent or materially delay 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"), Entity is required by or with respect to the Company Parent or any of its Significant Subsidiaries Sub in connection with the execution and delivery by Parent or Sub of this Agreement by the Company Operative Agreements to which they are parties or the consummation by Parent or Sub, as the Company case may be, of any 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")HSR Act, (xxii) the filing with the SEC of (x) the Schedule 14D-9, (y) a proxy or information statement relating to the approval by the Company's stockholders of the Merger Proxy Materials 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(aSections 13 and 16(a) of the Exchange Act as may be required in connection with the Operative Agreements and the Transactions, (iii) the filing of the Articles Certificate of Merger with the SDAT Delaware Secretary of State 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 such filings as may be required in connection with the Customs Service Bureau and Bureau of Alcohol, Tobacco and Firearms applicable to the Merger taxes described in Section 6.10 and (v) such other consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under the "takeover" or "blue sky" 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 Effectvarious states.

Authority; Noncontravention. The Company (i) Merger Co. has the all requisite corporate power and authority to enter into this Agreement and, subject to adoption of this Agreement by the holders of a majority of the outstanding shares of Common Stock, and to consummate the Transactionstransactions contemplated by this Agreement. The execution and delivery of this Agreement by the Company Merger Co. and the consummation by the Company of the Transactions transactions contemplated by this Agreement 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. Co. This Agreement has been duly executed and delivered by Merger Co., and, assuming the Company due execution and delivery of the Agreement by the Company, the Agreement constitutes a legal, valid and binding obligation of the CompanyMerger Co., enforceable against the Company Merger Co. in accordance with its termsterms subject to (i) applicable bankruptcy, insolvency, fraudulent transfer and conveyance, moratorium, reorganization, receivership and similar laws relating to or affecting the enforcement of the rights and remedies of creditors generally, (ii) principles of equity (regardless of whether considered and applied in a proceeding in equity or at law) and (iii) the discretion of the court before which any proceeding in respect of this Agreement or the transactions contemplated thereby may be brought. The execution and delivery of this Agreement by the Company does do not, and the consummation of the Transactions transactions contemplated by this Agreement and compliance with the provisions of this Agreement by Merger Co. will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to 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 Merger Co. or any of its Significant Subsidiaries subsidiaries under, (iA) the Charter Certificate of Incorporation or By-Laws laws of the Company Merger Co. or the comparable charter certificate of incorporation or organizational documents of any of its Significant Subsidiariessubsidiaries, (iiB) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to the Company Merger Co. or any of its Significant Subsidiaries subsidiaries or their respective properties or assets or (iiiC) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company Merger Co. or any of its Significant Subsidiaries subsidiaries or their respective properties or assets, other than, in the case of clauses (iiB) and (iiiC), any such conflicts, violations, defaults, rights or Liens or obligations, losses, rights, liens, judgments, orders, decrees, statutes, law laws, ordinances, rules or regulations that that, individually or in the aggregate aggregate, would not (x) have a 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. material adverse effect on Merger Co. 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"), Entity is required to be made or obtained by or with respect to the Company Merger Co. or any of its Significant Subsidiaries subsidiaries in connection with the execution and delivery of this Agreement by the Company Merger Co. or the consummation by the Company Merger Co. of any of the Transactionstransactions contemplated by this Agreement, except for (iA) the filing of a premerger notification and report form by the Company under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements HSR Act; (B) compliance with and filings under, to the extent required, the Securities Act of 0000 and the Exchange Act and the rules and regulations promulgated thereunder; (xxx "XXX Xxx"), (xxC) the filing with the SEC Secretary of (x) the Schedule 14D-9, (y) a proxy or information statement relating to the approval by the Company's stockholders State 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) State of Delaware of the Exchange Act as may be required in connection with the Operative Agreements and the Transactions, Certificate of Merger; (iiiD) the filing of the Articles of Merger with the SDAT and appropriate documents with the relevant authorities of other states in which the Company Merger Co. is qualified to do business, and such filings with Governmental Entities to satisfy the applicable requirements of state securities or "blue sky" laws; (ivE) all necessary consents and approvals from each the filing of the Customs Service Bureau and Bureau of AlcoholForm S-4, Tobacco and Firearms applicable to including the Merger Proxy Statement, with the SEC under the Securities Act; and (vF) such other consents, approvals, ordersorders or authorizations the failure of which to be made or obtained, authorizationsindividually or in the aggregate, registrations, declarations and filings as may be required under the laws of any foreign country in which the Company would not have a material adverse effect on Merger Co. 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 Effectsubsidiaries.

Authority; Noncontravention. The Company has the all requisite corporate power and authority to enter into this Agreement and, subject to adoption of this Agreement by the holders of a majority of the outstanding shares of Common Stock, and to consummate the Transactionstransactions contemplated hereby. The execution and delivery of this Agreement by the Company and the consummation by the Company of the Transactions transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company, subject to approval subject, in the case of the Merger and the adoption of this Agreement by the holders of a majority of the outstanding shares of Common StockMerger, to Company Stockholder Approval. This Agreement has been duly executed and delivered by Company and, assuming the Company due authorization, execution and delivery by the Parent Parties, constitutes a the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as 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 and similar law affecting creditors' rights and remedies generally. The execution and delivery of this Agreement by the Company does not, and the consummation of the Transactions transactions contemplated hereby (including the Bank Combination) and compliance with the provisions of this Agreement will not, conflict with, or result in any violation violation, forfeiture or 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 both) of any material obligation or to loss of a material benefit benefit, under, or result in the creation of any Lien upon any of the properties or assets of the Company or any of its Significant Subsidiaries under, (i) the Charter certificate of incorporation or Byby-Laws laws of Company, (ii) the Company certificate of incorporation or by-laws or the comparable charter or organizational documents of any of its Significant Subsidiaries, (iiiii) 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 or any of its Significant Subsidiaries or their respective properties or assets 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 or regulation ("LAWS") applicable to the Company or any of its Significant Subsidiaries or their respective properties or assets, other than, in the case of clauses (iiiii) and (iii)iv) only, any such conflicts, violations, defaults, rights rights, losses or Liens or judgmentsthat would not, orders, decrees, statutes, law ordinances, rules or regulations that individually or in the aggregate would not (x) have reasonably be expected to result in a Company Material Adverse Effect, Effect on Company or (y) reasonably be expected to materially impair or materially delay the ability of the Company to perform its obligations under this Agreement Agreement. Provided that the Company makes no representation or (z) prevent the consummation of warranty with respect to filings or other actions to be taken or required to be taken by any of the Transactions. No 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, 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 Governmental Entity (a "Governmental Entity"), as defined in Section 8.3) is required by or with respect to the Company or any of its Significant Subsidiaries in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company and BSB Bank of the Transactionstransactions contemplated hereby, except for (i1) the filing by Company with the United States Securities and Exchange Commission (the "SEC") of a premerger notification and report form by the Company under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx"), (xxA) the filing 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 SEC issuance of (x) the Schedule 14D-9, (y) a proxy or information statement relating to the approval by the Company's stockholders of Newco Common Stock in the Merger and this Agreement, if such approval is required by law (as it may be amended or supplemented from time to time, the "Proxy StatementFORM S-4"), and the declaration of effectiveness of the Form S-4 by the SEC, and (zB) such reports under Section 13(a) of the Exchange Act as may be required in connection with the Operative Agreements this Agreement and the Transactions, transactions contemplated by this Agreement; (iii2) the filing of the Articles Certificate of Merger with the SDAT Office of the Secretary of State of the State of Delaware and appropriate documents such filings with Governmental Entities to satisfy the relevant authorities applicable requirements of other 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 is qualified to do businessand Newco, or the waiver thereof; (iv) all necessary consents and approvals from each 4)the approval or non-objection of the Customs Service Bureau OTS under the Home Owners' Loan Act (the "HOLA") in connection with the merger of Company and Bureau Newco and the approval of Alcohol, Tobacco the OTS under the Bank Merger Act (the "BMA") in connection with the merger of SBU Bank and Firearms applicable to the Merger BSB Bank; and (v5) such other consentsthe approval of the Superintendent of Banking and the Banking Board of the State of New York (collectively, approvals, orders, authorizations, registrations, declarations and filings as may be required the "NYSBD") under the laws New York Banking Law (the "NYBL") in connection with the acquisition of any foreign country in which the voting stock of BSB Bank as a result of the merger of the Company or any and Newco and the merger of its Significant Subsidiaries conducts any business or owns any property or assetsSBU Bank and BSB Bank (the matters described in the foregoing clauses (3) through (5), inclusive, being sometimes referred to herein collectively as the failure to obtain or make would not have a Material Adverse Effect"BANK REGULATORY APPROVALS").

Authority; Noncontravention. The Company has the requisite corporate power and authority to enter into this Agreement and, subject to adoption of this Agreement by the holders of a majority of the outstanding shares of Common Stock, to consummate the Transactionstransactions contemplated hereby. The execution and delivery of this Agreement by the Company and the consummation by the Company of the Transactions transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company, subject to approval subject, in the case of the Merger and Merger, to the adoption of this Agreement by the holders of a majority of the outstanding shares of Common Stockits stockholders as contemplated by Section 5.1(a). This Agreement has been duly executed and delivered by the Company and constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and to general principles of equity. The Except as specified in Section 3.1(b) of the Disclosure Schedule, the execution and delivery of this Agreement by the Company does not, and the consummation of the Transactions transactions contemplated hereby and compliance with the provisions hereof will not, (i) conflict with any of the provisions of the certificate of incorporation or bylaws of Company or the comparable governing documents of any Subsidiary of Company, in each case as amended to the date of this Agreement will notAgreement, (ii) subject to the governmental filings and other matters referred to in Section 3.1(c), conflict with, or result in any violation of, a breach of or default (with or without notice or lapse of time, or both) under, or give rise to a material obligation, a right of termination, cancellation or acceleration of any obligation or to a loss of a material benefit under, or result in require the creation consent of any Lien upon person under, any of the properties indenture or assets of the other agreement, permit, concession, franchise, license or similar instrument or undertaking to which Company or any of its Significant Subsidiaries under, (i) the Charter is a party or By-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 by which Company or any of its Significant Subsidiaries or any of their respective properties assets is bound or assets affected, or (iii) subject to the governmental filings and other matters referred to in the following sentenceSection 3.1(c), contravene any judgment, order, decree, statute, domestic or foreign law, ordinance, rule or regulation applicable to the Company or any of its Significant Subsidiaries order, writ, judgment, injunction, decree, determination or their respective properties or assetsaward currently in effect, other thanwhich, in the case of clauses (ii) and (iii)) above could reasonably be expected to have, any such conflicts, violations, defaults, rights or Liens or judgments, orders, decrees, statutes, law ordinances, rules or regulations that individually or in the aggregate would not (x) have a Company Material Adverse Effectaggregate, (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 any of its Significant Subsidiaries in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the Transactions, 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 the 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 EffectEffect on Company.

Authority; Noncontravention. The Company HUNAPU INC. has the all requisite corporate power and authority to enter into this Agreement and, subject to adoption of this Agreement by the holders of a majority of the outstanding shares of Common Stock, and to consummate the Transactionstransactions contemplated by this Agreement. The execution and delivery of this Agreement by the Company HUNAPU INC. and the consummation by the Company HUNAPU INC. of the Transactions transactions contemplated by this Agreement 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. HUNAPU INC.. This Agreement has been duly executed and delivered by HUNAPU INC. and, assuming the Company due authorization, execution and delivery by CHSI and CHCI, constitutes a the legal, valid and binding obligation obligations of the CompanyHUNAPU INC., enforceable against the Company HUNAPU INC. in accordance with its terms. The execution and delivery of this Agreement by the Company does do not, and the consummation of the Transactions transactions contemplated by this Agreement and compliance with the provisions of this Agreement will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company HUNAPU INC. or any of its Significant Subsidiaries subsidiaries under, (i) the Charter certificate of incorporation or By-Laws of the Company HUNAPU INC. or the comparable charter or organizational documents of any of its Significant Subsidiariessubsidiaries, (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 HUNAPU INC. or any of its Significant Subsidiaries subsidiaries or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company HUNAPU INC. or any of its Significant Subsidiaries subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations, defaults, rights rights, losses or Liens or judgments, orders, decrees, statutes, law ordinances, rules or regulations that individually or in the aggregate would not (x) have a Company Material Adverse Effect, material adverse effect on HUNAPU INC. or (y) materially reasonably be expected to impair the ability of the Company HUNAPU INC. to perform its obligations under this Agreement or (z) prevent the consummation of any of the TransactionsAgreement. No consent, approval, order or authorization of, action by, or in respect of, or registration, declaration or filing with, any Federal, state or local government or any court, administrative or regulatory agency or commission or other governmental authority or agency, domestic or foreign (a "Governmental Entity"), entity is required by or with respect to the Company HUNAPU INC. or any of its Significant Subsidiaries subsidiaries in connection with the execution and delivery of this Agreement by the Company HUNAPU INC. or the consummation by the Company HUNAPU INC. of the Transactionstransactions 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 0000 (xxx "XXX Xxx"), (xx1) the filing with the SEC of (x) the Schedule 14D-9, (y) a proxy or information statement relating to the 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), 13(d), 15(d) or 16(a) of the Exchange Act as may be required in connection with the Operative Agreements this Agreement and the Transactions, transactions contemplated by this Agreement; (iii2) the filing of the Articles Certificate of Merger with the SDAT Secretary of States of New York and Delaware and appropriate documents with the relevant authorities of other states in which the Company HUNAPU INC. is qualified to do business, (iv) all necessary consents business and approvals from each such filings with governmental entities to satisfy the applicable requirements of the Customs Service Bureau and Bureau of Alcohol, Tobacco and Firearms applicable to the Merger state securities or "blue sky" laws; and (v3) such other consents, approvals, ordersorders 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 HUNAPU INC. or (y) reasonably be expected to impair the ability of HUNAPU INC. to perform its obligations under this Agreement. Except as set forth in Section 3.2(d) of the HUNAPU INC. Disclosure Schedule , authorizationsneither HUNAPU INC., registrationsnor any of its Subsidiaries, declarations and filings as may be required under the laws are in material violation of, or in default under, (i) any term or provision of its Certificate of Incorporation or By-Laws; or (ii) any existing applicable law, rule, regulation, judgment, order or decree of any foreign country in which the Company governmental agency or court, domestic or foreign, having jurisdiction over it or any of its Significant Subsidiaries conducts any properties or business. HUNAPU INC. owns, possesses or has obtained all material governmental and other licenses, permits, certifications, registration, approvals or consents and other authorizations necessary to own or lease, as the case may be, and to operate its properties and to conduct its business or owns any property operations as presently conducted and all such governmental and other licenses, permits, certifications, registrations, approvals, consents and other authorizations are outstanding and in good standing and there are no existing actions, seeking to cancel, terminate or assetslimit such licenses, the failure to obtain permits, certifications, registrations, approvals or make would not have a Material Adverse Effectconsents or authorizations.

Authority; Noncontravention. The Company Trust has the all requisite corporate trust power and authority to enter into this Agreement and, subject to adoption of this Agreement by the holders of a majority of the outstanding shares of Common Stock, and to consummate the Transactionstransactions contemplated by this Agreement. The execution and delivery of this Agreement by the Company Trust and the consummation by the Company Trust of the Transactions transactions contemplated by this Agreement have been duly authorized by all necessary corporate trust action on the part of the Company, subject to approval Trust and the Managing Trustees and no other action on the part of the Merger Trust or the Managing Trustees is necessary to authorize the execution, delivery and the adoption performance of this Agreement by the holders of a majority of Trust or the outstanding shares of Common StockManaging Trustees. This Agreement has been duly executed and delivered by and, assuming this Agreement constitutes the Company valid and binding agreement of the Partnerships, constitutes a valid and binding obligation of the CompanyTrust, enforceable against the Company such party in accordance with its termsterms except that the enforcement thereof may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to creditor's rights generally and (b) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). The execution and delivery of this Agreement by the Company does not, and the consummation of the Transactions transactions contemplated by this Agreement and compliance with the provisions of this Agreement will notnot (i) conflict with any of the provisions of the Trust Agreement or By-laws of the Trust, (ii) conflict with, or result in any violation of, a breach of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in require the creation consent of any Lien upon any of the properties or assets of the Company or any of its Significant Subsidiaries person under, (i) the Charter or By-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 franchise, license or license applicable similar instrument or undertaking to which the Company Trust is a party or by which the Trust any of its Significant Subsidiaries assets is bound or their respective properties or assets affected, or (iii) subject to the governmental filings and other matters referred to in the following sentence, contravene any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to of any state or of the Company United States or any of its Significant Subsidiaries political subdivision thereof or their respective properties therein, or assetsany order, other thanwrit, judgment, injunction, decree, determination or award currently in the case of clauses (ii) and (iii), any such conflicts, violations, defaults, rights or Liens or judgments, orders, decrees, statutes, law ordinances, rules or regulations that individually or in the aggregate would not (x) have a 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 Transactionseffect. No consent, approval, order approval or authorization of, or registration, declaration or filing with, or notice to, any Federal, state governmental entity which has not been received or local government or any court, administrative or regulatory agency or commission or other governmental authority or agency, domestic or foreign (a "Governmental Entity")made, is required to be made by or with respect to the Company or any of its Significant Subsidiaries Trust in connection with the execution and delivery of this Agreement by the Company Trust or the consummation by the Company Trust of any of the Transactions, except for (i) the filing of a premerger notification and report form transactions contemplated 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 the 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 the requisite corporate power and authority to enter into this Agreement and, subject to adoption of this Agreement by the holders of a majority of the outstanding shares of Common Stock, and to consummate the Transactionstransactions contemplated hereby. The execution and delivery of this Agreement by the Company and the consummation by the Company of the Transactions transactions contemplated hereby 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 delivered by the Company and (assuming due authorization, execution and delivery by Parent and Merger Sub) constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law). The execution and delivery of this Agreement by the Company does not, and the consummation by the Company of the Transactions transactions contemplated by this Agreement and compliance by the Company with the provisions of this Agreement hereof will not, conflict with, or result in any breach or violation of, or any default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of of, or a “put” right with respect to any obligation under, or to a loss of a material benefit under, or result in the creation of any pledge, claim, lien, charge, encumbrance or security interest of any kind or nature whatsoever except for a Permitted Lien (collectively, “Liens”) upon any of the properties or assets of the Company or any of its Significant Subsidiaries under, (i) the Charter Company Certificate or Company By-Laws of the Company or the comparable charter or organizational documents of any of its Significant Subsidiarieslaws, (ii) any agreement, contract, license, 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 or any of its Significant Subsidiaries or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in the following sentencelast sentence of this Section 3.01(d), any judgment, order, decree, statute, law, ordinance, rule rule, regulation or regulation arbitration award applicable to the 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, violations, defaults, rights or Liens or judgments, orders, decrees, statutes, law ordinances, rules or regulations that individually or in the aggregate would not (x) have a Company Material Adverse Effect, (y) materially impair the ability . Each Lien of the Company to perform its obligations under this Agreement or (zin excess of $5,000 is set forth in Section 3.01(d) prevent the consummation of any of the TransactionsCompany Disclosure Letter. No consent, approval, order or authorization of, or registration, declaration or filing with, or notice to, any Federalfederal, 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 Significant Subsidiaries in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of any of the Transactionstransactions contemplated hereby or the performance by the Company of its obligations hereunder, 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 the 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 Delaware Certificate of Merger with the SDAT Secretary of State of the State of Delaware and the New York Certificate of Merger with the Secretary of State of the State of New York 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 AAC has the all requisite corporate power and authority to enter into this Agreement and, subject to adoption of this Agreement by the holders of a majority of the outstanding shares of Common Stock, and to consummate the Transactionstransactions contemplated by this Agreement. The execution and delivery of this Agreement by the Company AAC and the consummation by the Company AAC of the Transactions transactions contemplated by this Agreement 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 StockAAC. This Agreement has been duly executed and delivered by AAC and, assuming the Company due authorization, execution and delivery by AmbiCom, constitutes a the only legal, valid and binding obligation obligations of the CompanyAAC, enforceable against the Company AAC in accordance with its terms. The execution and delivery of this Agreement by the Company does not, and the consummation of the Transactions transactions contemplated by this Agreement and compliance with the provisions of this Agreement will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company AAC or any of its Significant Subsidiaries subsidiaries under, (i) the Charter articles of incorporation or By-Laws bylaws of the Company AAC or the comparable charter or organizational documents of any of its Significant Subsidiariessubsidiaries, (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 AAC or any of its Significant Subsidiaries subsidiaries or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company AAC or any of its Significant Subsidiaries subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations, defaults, rights rights, losses or Liens or judgments, orders, decrees, statutes, law ordinances, rules or regulations that individually or in the aggregate would not (x) have a Company Material Adverse Effect, material adverse effect on AAC or (y) materially reasonably be expected to impair the ability of the Company AAC to perform its obligations under this Agreement or (z) prevent the consummation of any of the TransactionsAgreement. No consent, consent approval, order or authorization of action by, or in respect of, . or registration, declaration or filing with, any Federal, state or local government or any court, administrative or regulatory agency or commission or other governmental authority or agency, domestic or foreign (a "Governmental Entity"), Entity is required by or with respect to the Company AAC or any of its Significant Subsidiaries subsidiaries in connection with the execution and delivery of this Agreement by the Company AAC or the consummation by the Company AAC of the Transactionstransactions 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 0000 (xxx "XXX Xxx"), (xx1) the filing with the SEC of (x) the Schedule 14D-9, (y) a proxy or information statement relating to the 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), 13(d), 15(d) or 16(a) of the Exchange Act as may be required in connection with the Operative Agreements this Agreement and the Transactions, transactions contemplated by this Agreement; (iii2) the filing of the Articles of Merger with the SDAT and appropriate documents with the relevant authorities of other states in which the Company AAC is qualified to do business, (iv) all necessary consents business and approvals from each such filings with Governmental Entities to satisfy the applicable requirements of the Customs Service Bureau and Bureau of Alcohol, Tobacco and Firearms applicable to the Merger state securities or “blue sky” laws; and (v3) such other consents, approvals, ordersorders 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 AAC, authorizationsor (y) reasonably be expected to impair the ability of AAC to perform its obligations under this Agreement. AAC is not in material violation of, registrationsor in default under, declarations and filings as may be required under the laws (i) any term or provision of its Articles of Incorporation or bylaws; or (ii) any existing applicable law, rule, regulation, judgment, order or decree of any foreign country in which the Company governmental agency or court, domestic or foreign, having jurisdiction over it or any of its Significant Subsidiaries conducts any properties or business. AAC owns, possesses or has obtained all material governmental and other licenses, permits, certifications, registration, approvals or consents and other authorizations necessary to own or lease, as the case may be, and to operate its properties and to conduct its business or owns any property operations as presently conducted and all such governmental and other licenses, permits, certifications, registrations, approvals, consents and other authorizations are outstanding and in good standing and mere are no existing actions, seeking to cancel, terminate or assetslimit such licenses, the failure to obtain permits, certifications, registrations, approvals or make would not have a Material Adverse Effectconsents or authorizations.

Authority; Noncontravention. The Company Digital has the requisite corporate power and authority to enter into this Agreement and, subject to adoption of this Agreement by Digital Stockholder Approval with respect to the holders of a majority of the outstanding shares of Common StockMerger, to consummate the Transactionstransactions contemplated by this Agreement. The execution and delivery of this Agreement by the Company Digital and the consummation by the Company Digital of the Transactions transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of Digital, subject, in the Company, subject to approval case of the Merger and the adoption of this Agreement by the holders of a majority of the outstanding shares of Common StockMerger, to Digital Stockholder Approval. This Agreement has been duly executed and delivered by the Company Digital and constitutes a valid and binding obligation of the CompanyDigital, enforceable against the Company Digital in accordance with its terms. The execution and delivery of this Agreement by the Company does do not, and the consummation of the Transactions transactions contemplated by this Agreement and compliance with the provisions of this Agreement will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company Digital or any of its Significant Subsidiaries subsidiaries under, (i) the Charter articles of incorporation or Byby-Laws laws of the Company Digital or the comparable charter or organizational documents of any of its Significant Subsidiariessubsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to the Company Digital or any of its Significant Subsidiaries subsidiaries or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company Digital or any of its Significant Subsidiaries subsidiaries or their respective properties or assets, other than, in the case of clauses clause (ii) and (iii), any such conflicts, violations, defaults, rights or Liens or judgments, orders, decrees, statutes, law ordinances, rules or regulations that individually or in the aggregate would not (x) have a Company Material Adverse Effectmaterial adverse effect on Digital, (y) materially impair the ability of the Company Digital to perform its obligations under this Agreement or (z) prevent the consummation of any of the Transactionstransactions contemplated by this Agreement. No consent, approval, order or authorization of, or registration, declaration or filing with, any Federal, state state, local or local foreign government or any court, administrative or regulatory agency or commission or other governmental authority or agency, domestic or foreign (a "Governmental Government Entity"), is required by or with respect to the Company Digital or any of its Significant Subsidiaries subsidiaries in connection with the execution and delivery of this Agreement by the Company Digital or the consummation by the Company Digital of the Transactionstransactions 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 0000 (xxx "XXX Xxx"), (xx1) the filing with the SEC Securities and Exchange Commission (the "SEC") of (x) the Schedule 14D-9, (yA) a proxy or information statement relating to Digital Stockholder Approval (such proxy statement, together with the approval by the Company's stockholders of the Merger and this Agreementproxy statement relating to Strategic Stockholder Approval, if such approval is required by law (in each case as amended or supplemented from time to time, the "Joint Proxy Statement"), and (zB) such reports under Section 13(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as may be required in connection with the Operative Agreements this Agreement and the Transactionstransactions contemplated by this Agreement, (iii2) the filing of the Articles Certificate of Merger with the SDAT Secretary of State of the State of Florida and appropriate documents with the relevant authorities of other states in which the Company Digital 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 (v3) 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 Digital, Strategic or any of its Significant Subsidiaries their respective subsidiaries conducts any business or owns any property or assetsassets or (4) such other consents, the failure to obtain or make approvals, orders, authorizations, registrations, declarations and filings as would not individually or in the aggregate (A) have a Material Adverse Effectmaterial adverse effect on Digital, (B) impair the ability of Digital to perform its obligations under this Agreement or (C) prevent the consummation of any of the transactions contemplated by this Agreement.

Authority; Noncontravention. The Company Waste Management has the all requisite corporate power and authority to enter into this Agreement and, subject to adoption of this Agreement by the holders of a majority of the outstanding shares of Common Stock, and to consummate the Transactionstransactions contemplated by this Agreement. The execution and delivery of this Agreement by the Company Waste Management and the consummation by the Company Waste Management of the Transactions transactions contemplated hereby 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 StockWaste Management. This Agreement has been duly executed and delivered by Waste Management and, assuming the Company due authorization, execution and delivery by Holdings and NSC, constitutes a legal, valid and binding obligation of the CompanyWaste Management, enforceable against the Company Waste Management in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the rights of creditors generally and general principles of equity. The execution and delivery of this Agreement by the Company does not, and the consummation of the Transactions transactions contemplated by this Agreement and compliance with the provisions of this Agreement will not, (i) conflict withwith the certificate of incorporation or by-laws of Waste Management, or (ii) result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company or any of its Significant Subsidiaries under, Waste Management Shares (ias defined in Section 3.2(b)) the Charter or By-Laws of the Company or the comparable charter or organizational documents of any of its Significant Subsidiaries, (ii) under 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 or any of its Significant Subsidiaries or their respective properties or assets Waste Management Shares or (iii) subject to the governmental filings and other matters referred to in the following sentence, violate any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any of its Significant Subsidiaries or their respective properties or assetsWaste Management Shares, other than, in the case of clauses (ii) and (iii), any such conflicts, violations, defaults, rights rights, losses or Liens or judgments, orders, decrees, statutes, law ordinances, rules or regulations that individually or in the aggregate would not (x) have a 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, action by or in respect of, or registration, declaration or filing with, any Federal, state or local government or any court, administrative or regulatory agency or commission or other governmental authority or agency, domestic or foreign (a "Governmental Entity"), Entity is required by or with respect to the Company or any of its Significant Subsidiaries Waste Management in connection with the execution and delivery of this Agreement by the Company Waste Management or the consummation by the Company Waste Management of the Transactionstransactions contemplated hereby, except for (i) the filing of a premerger notification and report form by the Company under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx"), (xx) the filing i)compliance with the SEC of (x) the Schedule 14D-9, (y) a proxy or information statement relating to the approval by the Company's stockholders any applicable requirements of the Merger and this Agreement, if such approval is required by law (as amended or supplemented from time to time, the "Proxy Statement"), HSR Act and (zii) 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 orders or any of its Significant Subsidiaries conducts any business or owns any property or assets, authorizations the failure of which to obtain be made or make obtained individually or in the aggregate would not have a Material Adverse Effect.

Authority; Noncontravention. The Company has the all requisite corporate power and authority to enter into this Agreement Agreement, and, subject to adoption of this Agreement by the holders of a majority of the outstanding shares of Common StockCompany Shareholder Approval (as defined in Section 3.1(k)), to consummate the Transactionstransactions contemplated by this Agreement. The execution and delivery of this Agreement by the Company and the consummation by the Company of the Transactions transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company, subject to approval subject, in the case of the Merger and Merger, to the adoption of this Agreement by the holders of a majority of the outstanding shares of Common StockCompany Shareholder Approval. This Agreement has been duly executed and delivered by the Company Company, and, assuming the due authorization, execution and delivery by Parent and Merger Sub, constitutes a the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as the enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws generally affecting the rights of creditors and subject to general equity principles. The execution and delivery of this Agreement by the Company does not, and the consummation of the Transactions transactions contemplated by this Agreement and compliance with the provisions of this Agreement by the Company 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, 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 any obligation or to right of a third party or loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company or any of its Significant Subsidiaries under, (i) the Charter or By-Laws of the Company or the comparable charter or organizational documents of any of its Significant SubsidiariesEntities under, (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 or any of its Significant Subsidiaries Entities or their respective properties or 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 or regulation Law applicable to any of the Company or any of its Significant Subsidiaries Entities or their respective properties or assetsassets or any judgment, order or decree to which any of the Company Entities or their respective properties or assets have been specifically identified as subject, other than, in the case of clauses (ii) and (iii), any such breaches, conflicts, violations, defaults, rights rights, losses or Liens or judgmentsthat, orders, decrees, statutes, law ordinances, rules or regulations that individually or in the aggregate aggregate, would not (x) have or result in a material adverse effect on the Company Material Adverse Effect, (y) and that would not materially impair the ability of the Company to perform its obligations under consummate the transactions contemplated by this Agreement or (z) prevent the consummation of any of the TransactionsAgreement. No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any Federalfederal, state state, provincial or local government or any courtforeign government, administrative court or administrative, regulatory agency or commission or other governmental authority or agency, domestic commission or foreign authority (each, a "Governmental EntityGOVERNMENTAL ENTITY"), ) is required by or with respect to the Company or any of its Significant Subsidiaries in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the Transactionstransactions contemplated hereby, except for for: (i) the filing with the Securities and Exchange Commission (the "SEC") of (A) a proxy statement relating to the Company Shareholders Meeting and the Parent Shareholders Meeting (each as defined in Section 5.1) (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 Exchange Act, as may be required in connection with this Agreement and the transactions contemplated hereby; (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware; (iii) the filing of a premerger notification and report form by the Company under the XxxxHart-XxxxxScott-Xxxxxx Rodino Antitrust Improvements Act of 0000 1976, as amended (xxx "XXX XxxHSR XXX"); (xx) xxxxngs required under the antitrust and competition laws of foreign countries ("FOREIGN ANTITRUST LAWS"), including the Canadian Competition Act (xx) the filing with the SEC of (x) the Schedule 14D-9, (y) a proxy or information statement relating to the 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 StatementCANADIAN ACT"), and (z) such reports under which are set forth on Section 13(a3.1(d) 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 Disclosure Letter; and (v) such other consents, approvals, orders, authorizations, actions, registrations, declarations and or 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 of which to obtain be made or make obtained (as applicable), individually or in the aggregate, would not have or result in a Material Adverse Effectmaterial adverse effect on the Company and would not materially impair the ability of the Company to consummate the transactions contemplated by this Agreement. The Company does not operate as a transportation company or publishing company.

Authority; Noncontravention. The Company Happytimes has the requisite corporate and other power and authority to enter into this Agreement and, subject and to adoption of this Agreement by make the holders of a majority of the outstanding shares of Common Stock, to consummate the Transactions. The execution and delivery of this Agreement by the Company and the consummation by the Company of the Transactions 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 Stockrepresentations contained herein. This Agreement has been duly executed and delivered by the Company Happytimes and constitutes a valid and binding obligation of the CompanyHappytimes, enforceable against the Company Happytimes in accordance with its terms. The execution and delivery of this Agreement by the Company does do not, and the consummation of the Transactions transactions contemplated by this Agreement and compliance with the provisions of this Agreement 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 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 Happytimes under, (i) the Charter Articles of Incorporation or By-Laws Bylaws of the Company or the comparable charter or organizational documents of any of its Significant SubsidiariesHappytimes , (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 any of Happytimes , 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, regulation or regulation arbitration award applicable to the Company or any of Happytimes , its Significant Subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations, defaults, rights or Liens or judgments, orders, decrees, statutes, law ordinances, rules or regulations that individually or in the aggregate would not (x) have a 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, or notice to, any Federalfederal, state or local government or any court, administrative or regulatory agency or commission or other governmental authority or authority, agency, domestic or foreign (a "Governmental Entity"), is required by or with respect to the Company or any of its Significant Subsidiaries Happytimes in connection with the execution and delivery of this Agreement by the Company Happytimes or the consummation by the Company Happytimes of the Transactionstransactions contemplated hereby, except for (i) the filing of a premerger notification and report form by the Company under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx")except, (xx) the filing with the SEC of (x) the Schedule 14D-9, (y) a proxy or information statement relating respect to the 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) for the filing of the Articles of Merger with the SDAT and appropriate documents with the relevant authorities Secretary of other states in which the Company is qualified to do business, (iv) all necessary consents and approvals from each State 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 EffectNevada.

Authority; Noncontravention. The Company has the requisite corporate power and authority to enter into this Agreement and, subject to adoption of this Agreement by the holders of a majority of the outstanding shares of Common Stock, to consummate the TransactionsAgreement. The execution and delivery of this Agreement by the Company and the consummation by the Company of the Transactions transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company, subject to approval subject, in the case of the Merger and Merger, to the adoption approval of this Agreement by the holders of a majority of the outstanding shares of Common Stockits stockholders as set forth in Section 6.2(a). This Agreement has been duly executed and delivered by Company and, assuming this Agreement constitutes the Company valid and binding agreement of Parent and Purchaser, constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and to general principles of equity. The Except as disclosed in Section 4.1(c) of the Disclosure Schedule, the execution and delivery of this Agreement by the Company does do not, and the consummation of the Transactions transactions contemplated by this Agreement and compliance with the provisions of this Agreement hereof will not, (i) conflict with any of the provisions of the restated certificate of incorporation (including the provisions of any certificate of designations which constitute a part of such restated certificate of incorporation) or by-laws of Company or the comparable documents of any Subsidiary of Company, (ii) subject to the governmental filings and other matters referred to in the following sentence, conflict with, or result in any violation of, a breach of or default (with or without notice or lapse of time, or both) under, or give rise to a material obligation, a right of termination, cancellation or acceleration of any obligation or to a loss of a material benefit under, or result in require the creation consent of any Lien upon person under, any of the properties indenture or assets of the other agreement, permit, concession, franchise, license or similar instrument or undertaking to which Company or any of its Significant Subsidiaries under, (i) the Charter is a party or By-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 by which Company or any of its Significant Subsidiaries or any of their respective properties assets is bound or assets affected, or (iii) subject to the governmental filings and other matters referred to in the following sentence, contravene any judgment, order, decree, statute, domestic or foreign law, ordinance, rule or regulation applicable to the Company or any of its Significant Subsidiaries order, writ, judgment, injunction, decree, determination or their respective properties or assetsaward currently in effect, other thanwhich, in the case of clauses (ii) and (iii)) above, any such conflicts, violations, defaults, rights or Liens or judgments, orders, decrees, statutes, law ordinances, rules or regulations that individually singly or in the aggregate aggregate, would not (x) have a 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 TransactionsEffect on Company. No consent, approval, order approval or authorization of, or registration, declaration or filing with, or notice to, any Federal, state or local government or any court, administrative or regulatory agency or commission or other governmental authority or agency, domestic or foreign governmental agency or regulatory authority (a "Governmental Entity"), ) which has not been received or made is required by or with respect to the Company or any of its Significant Subsidiaries in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the Transactionstransactions contemplated hereby, except for (i) the filing of a premerger notification and report form by the Company forms under the XxxxHart-XxxxxScott-Xxxxxx Rodino Antitrust Improvements Act of 0000 1976, as amended (xxx txx "XXX Xxx"), xxth respect to the Merger, (xxii) the filing with the SEC of (x) the Schedule 14D-9, (yA) a joint proxy or information statement relating to the approval and adoption by the Company's stockholders of Company of this Agreement and approval by the Merger and this Agreementstockholders of Parent of the Share Issuance (as hereinafter defined in Section 4.2(c)) (such joint proxy statement, if such approval is required by law (as amended or supplemented from time to time, the "Proxy Statement"), ) and (zB) such reports under Section 13(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as may be required in connection with the Operative Agreements this Agreement and the Transactionstransactions contemplated by this Agreement, (iii) the filing of the Articles certificate of Merger merger with the SDAT Delaware Secretary of State 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, ordersauthorizations, filings or notices as are set forth in Section 4.1(c) of the Disclosure Schedule and (v) any other filings, authorizations, registrations, declarations and filings as may be required under the laws of any foreign country in which the Company consents or any of its Significant Subsidiaries conducts any business or owns any property or assets, approvals the failure to make or obtain which, individually or make in the aggregate, would not have a Material Adverse EffectEffect on Company.

Authority; Noncontravention. The Company Conseco has the all requisite corporate power and authority to enter into this Agreement and, subject to adoption of this Agreement by the holders of a majority of the outstanding shares of Common Stock, and to consummate the Transactionstransactions contemplated by this Agreement. The execution and delivery of this Agreement by the Company Conseco and the consummation by the Company Conseco of the Transactions transactions contemplated by this Agreement 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 StockConseco. This Agreement has been duly executed and delivered by and, assuming this Agreement constitutes the Company valid and binding agreement of the Company, constitutes a valid and binding obligation of the CompanyConseco, enforceable against the Company Conseco in accordance with its termsterms except that the enforcement thereof may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to creditor's rights generally and (b) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). The execution and delivery of this Agreement by the Company does do not, and the consummation of the Transactions transactions contemplated by this Agreement and compliance with the provisions of this Agreement will notnot (i) conflict with any of the provisions of the Articles of Incorporation or By-laws of Conseco, or the comparable documents of any Significant Subsidiary of Conseco, (ii) subject to the governmental filings and other matters referred to in the following sentence, conflict with, or result in any violation of, a breach of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in require the creation consent of any Lien upon any of the properties or assets of the Company or any of its Significant Subsidiaries person under, (i) the Charter or By-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 franchise, license or license applicable similar instrument or undertaking to the Company which Conseco or any of its Significant Subsidiaries subsidiaries is a party or by which Conseco or any of its subsidiaries or any of their respective properties assets is bound or assets affected, or (iii) subject to the governmental filings and other matters referred to in the following sentence, contravene any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to of any state or of the Company United States or any of its Significant Subsidiaries political subdivision thereof or their respective properties therein, or assetsany order, other thanwrit, judgment, injunction, decree, determination or award currently in the case of clauses (ii) and (iii), any such conflicts, violations, defaults, rights or Liens or judgments, orders, decrees, statutes, law ordinances, rules or regulations that individually or in the aggregate would not (x) have a 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 Transactionseffect. No consent, approval, order approval or authorization of, or registration, declaration or filing with, or notice to, any Federal, state Governmental Entity which has not been received or local government or any court, administrative or regulatory agency or commission or other governmental authority or agency, domestic or foreign (a "Governmental Entity"), made is required by or with respect to the Company or any of its Significant Subsidiaries Conseco in connection with the execution and delivery of this Agreement by the Company Conseco or the consummation by the Company Conseco of any of the Transactionstransactions contemplated by this Agreement, except for (i) the filing of a premerger notification and report form by the Company forms under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements HSR Act of 0000 (xxx "XXX Xxx")with respect to the Merger, (xxii) the filings and/or notices required under the insurance laws of the jurisdictions set forth in Section 2.3 of the Disclosure Schedule, (iii) the filing with the SEC of (x) the Schedule 14D-9, (y) a proxy or information registration statement relating on Form S-4 to be filed with the approval SEC by Conseco in connection with the Company's stockholders issuance of Conseco Common Stock in the Merger and this Agreement, if such approval is required by law (as amended or supplemented from time to time, the "Proxy StatementForm S-4"), ) and (z) such reports under Section 13(a) of the Exchange Act as may be required in connection with the Operative Agreements this Agreement and the Transactionstransactions contemplated hereby, (iiiiv) the filing with the SEC of a registration statement relating to the G:\LEGAL\AGREEMNT\MERGER\THI.3RD 16 Conseco Debentures (as defined in Section 4.19) and the Conseco Common Stock issuable upon conversion thereof, (v) the filing of the Articles articles of Merger merger or a certificate of merger with the SDAT Indiana Secretary of State and the Delaware Secretary of State, and appropriate documents with the relevant authorities of the 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 (vvi) such other consents, approvals, orders, authorizations, registrations, declarations filings or notices as are set forth in Section 2.3 of the Disclosure Schedule and (vii) any applicable 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 Effectstate anti-takeover laws.

Authority; Noncontravention. The Company has the all requisite corporate power and authority to enter into this Agreement and, subject to adoption of this Agreement by subject, in the holders of a majority case of the outstanding shares of Common StockMerger, to the Company Stockholder Approval, to consummate the Transactionstransactions contemplated hereby and thereby. The execution and delivery of this Agreement by the Company and the consummation by the Company of the Transactions transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company, subject to approval subject, in the case of the Merger and Merger, to the adoption of this Agreement by the holders of a majority of the outstanding shares of Common StockCompany Stockholder Approval. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Merger Sub, constitutes a the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that (i) such enforceability may be subject to applicable bankruptcy, insolvency, fraudulent conveyance or other similar laws now or hereafter in effect affecting creditors' rights and remedies generally and (ii) the availability of the remedy of specific performance or injunction or other forms of equitable relief may be subject to equitable defenses and could be subject to the discretion of the court before which any proceeding therefor may be brought. The execution and delivery of this Agreement by the Company does not, and the consummation of the Transactions transactions contemplated hereby and compliance with the provisions of this Agreement will not, conflict with, or result in any violation violation, forfeiture or 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 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 or imposition of any Lien upon any of the properties or assets of the Company or any of its Significant Subsidiaries subsidiaries under, (i) the Charter certificate of incorporation or Byby-Laws laws of the Company Company, (ii) the certificate of incorporation or by-laws or the comparable charter or organizational documents of any of its Significant Subsidiariessubsidiaries, (iiiii) any loan or credit agreement, note, bond, mortgage, Permit, indenture, lease lease, Intellectual Property, vendor agreement, capital lease, software agreement or other agreement, instrument, permit, concession, franchise agreement or license instrument applicable to the Company or any of its Significant Subsidiaries subsidiaries or their respective properties or 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, writ, statute, law, ordinance, rule or regulation applicable to the Company or any of its Significant Subsidiaries subsidiaries or their respective properties or assets, other than, in the case of clauses clause (ii) and (iiiiv), any such conflicts, violations, defaults, rights rights, losses or Liens or judgments, orders, decrees, statutes, law ordinances, rules or regulations that individually or in the aggregate would not (x) reasonably be expected to have a material adverse effect on the Company Material Adverse Effect, or (y) reasonably be expected to impair or materially impair delay the ability of the Company to perform its obligations under this Agreement or (z) prevent the consummation of any of the TransactionsAgreement. No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any (i) Federal, state state, local, municipal or local government foreign government, (ii) governmental, quasi-governmental authority (including any governmental agency, commission, public authority, branch, department or official, and any courtcourt 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 or commission or other governmental authority or agency, domestic commission, tribunal or foreign authority (each, a "Governmental Entity"), ) is required by or with respect to the Company or any of its Significant Subsidiaries subsidiaries in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the Transactionstransactions contemplated hereby, except for (i1) the filing of a premerger pre-merger notification and report form by the Company under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 1976, as amended (xxx the "XXX XxxHSR Act"), ; (xx2) the filing filings with the SEC of (x) the Schedule 14D-9, (yA) a joint proxy or information statement pursuant to Regulation 14A under the Exchange Act relating to the approval by Company Stockholders Meeting and the Company's stockholders of the Merger and this AgreementParent Stockholders Meeting (such joint proxy statement, if such approval is required by law (as amended or supplemented from time to time, the "Joint Proxy Statement") and a Registration Statement of the Parent 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 (zB) such reports under Section 13(a) of the Exchange Act Act, as may be required in connection with the Operative Agreements Merger, this Agreement and the Transactions, transactions contemplated by this Agreement; and (iii3) the filing of the Articles Certificate of Merger with the SDAT Secretary and appropriate documents such filings with Governmental Entities to satisfy the relevant authorities applicable requirements of other the laws of states in which the Company is and its subsidiaries are qualified or licensed 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 state securities or assets, the failure to obtain or make would not have a Material Adverse Effect"blue sky" laws.

Authority; Noncontravention. The Company has Parent and Sub have the requisite corporate company power and authority to enter into this Agreement and, subject to adoption of this Agreement by the holders of a majority of the outstanding shares of Common Stock, and to consummate the Transactionstransactions contemplated hereby. The execution and delivery of this Agreement by the Company Parent and Sub and the consummation by the Company Parent and Sub of the Transactions transactions contemplated hereby have been duly authorized by all necessary corporate company action on the part of the Company, subject to approval of the Merger Parent and the adoption of this Agreement by the holders of a majority of the outstanding shares of Common StockSub. This Agreement has been duly executed and delivered by the Company Parent and Sub and constitutes a valid and binding obligation of the CompanyParent and Sub, enforceable against the Company Parent and Sub in accordance with its terms, except that (i) such enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws or judicial decisions now or hereafter in effect relating to creditors' rights generally and (ii) the remedy of specific performance and injunctive relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The execution and delivery of this Agreement by the Company does Parent and Sub do not, and the consummation of the Transactions transactions contemplated hereby and compliance with the provisions of this Agreement hereof will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or "put" right with respect to any obligation or to loss of a material benefit under, or result in the creation of any Lien lien, security interest, charge or encumbrance upon any of the properties or assets of the Company Parent or Sub or any of its Significant Subsidiaries their subsidiaries under, any provision of (i) the Charter or By-Laws of the Company or the comparable charter or organizational documents of Parent or Sub, each as amended, or any comparable organizational documents of its Significant Subsidiariestheir respective 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 Parent or Sub or any of its Significant Subsidiaries their subsidiaries or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the 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, violations, defaults, rights or Liens or judgments, orders, decrees, statutes, law ordinances, rules or regulations that individually or in the aggregate would not (x) have a 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 any of its Significant Subsidiaries in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the Transactions, 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 the 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.any

Authority; Noncontravention. The Company has Parent and Sub have the requisite corporate power and authority to enter into this Agreement and, subject to adoption of this Agreement by the holders of a majority of the outstanding shares of Common Stock, and to consummate the Transactionstransactions contemplated by this Agreement. The execution and delivery of this Agreement by the Company and the consummation by the Company of the Transactions transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of Parent and Sub. Assuming the Companydue authorization, subject to approval of the Merger execution and the adoption delivery of this Agreement by the holders of a majority of the outstanding shares of Common Stock. This Company, this Agreement has been duly executed and delivered by the Company Parent and Sub and constitutes a valid and binding obligation of the Companyeach such party, enforceable against the Company each such party in accordance with its terms. The execution and delivery of this Agreement by the Company does not, and the consummation of the Transactions transactions contemplated by this Agreement and compliance with the provisions of this Agreement will not, conflict with, or result in any 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 any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company Parent or any of its Significant Subsidiaries subsidiaries under, (i) the Charter articles of incorporation or Byby-Laws laws of the Company Parent or the comparable charter or organizational documents of any of its Significant Subsidiariessubsidiaries, (ii) any contract for the provision of any form of gaming services or products between Parent or any of its subsidiaries and any third party, any loan or credit agreement, note, bond, mortgage, indenture, lease lease, joint venture or other agreement, instrument, permit, concession, franchise or license applicable to the Company Parent or any of its Significant Subsidiaries subsidiaries or their respective properties or assets or (iii) subject to the governmental filings filings, approvals and other matters referred to in the following sentenceparagraph, any judgment, order, decree, statute, law, ordinance, rule or regulation (including, without limitation, those of the National Indian Gaming Commission, or any other tribal or governmental authority regulating any form of gaming) applicable to the Company Parent or any of its Significant Subsidiaries subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and or (iii), any such conflicts, violations, defaults, defaults or rights or Liens or judgments, orders, decrees, statutes, law ordinances, rules or regulations that individually or in the aggregate would not (xA) have a Company Material Adverse EffectEffect on Parent, (yB) materially impair in any material respect the ability of the Company Parent to perform its obligations under this Agreement or (zC) prevent or materially delay the consummation of any of the Transactionstransactions contemplated by this Agreement. No consent, approval, order or authorization of, or registration, declaration or filing with, with any Federal, state or local government or any court, administrative or regulatory agency or commission or other governmental authority or agency, domestic or foreign (a "Governmental Entity"), Entity is required by or with respect to the Company Parent or any of its Significant Subsidiaries subsidiaries in connection with the execution and delivery of this Agreement by the Company or the consummation by Parent or Sub, as the Company case may be, of any of the Transactionstransactions contemplated by this Agreement, except for (i) the filing with the Specified Agencies of a premerger notification and report form by the Company under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx")HSR Act, (xxii) the filing with the SEC of (x) the Schedule 14D-9, (y) a proxy or information statement relating to the 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 Sections 13(a), 13(d), 13(e) and 16(a) of the Exchange Act as may be required in connection with the Operative Agreements this Agreement and the Transactionstransactions contemplated by this Agreement, (iii) the filing of the Articles articles of Merger merger with the SDAT Secretary of State of the State of Nevada and appropriate documents with the relevant authorities of other states in which the Company Parent is qualified to do business, (iv) all necessary consents the approval by (A) the Nevada State Gaming Control Board and approvals from each of the Customs Service Bureau Nevada Gaming Commission under the Nevada Gaming Control Act and Bureau of Alcohol, Tobacco the rules and Firearms applicable to the Merger regulations promulgated thereunder and (B) other gaming regulatory bodies in jurisdiction where Parent or its subsidiaries are engaged in business 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 assetsfilings, the failure of which to obtain be obtained or make made would not have a Material Adverse EffectEffect on Parent, impair in any respect the ability of Parent to perform its obligations under this Agreement, or prevent or materially delay the consummation of any of the transactions contemplated by this Agreement. Neither Parent nor any subsidiary of Parent nor, to the Knowledge of Parent, any director or officer of Parent or of any subsidiary of Parent 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 is being or may be revoked or suspended which would prevent or materially delay the consummation of any of the transactions contemplated by this Agreement or which would have a Material Adverse Effect on Parent.

Authority; Noncontravention. The Company Holding Co has the requisite corporate power and authority to enter into this Agreement andand to consummate the transactions contemplated by this Agreement. The execution, subject to adoption delivery and performance by Holding Co of this Agreement by the holders of a majority of the outstanding shares of Common Stock, to consummate the Transactions. The execution and delivery of this Agreement by the Company and the consummation by the Company of the Transactions transactions contemplated hereby by Holding Co 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. Holding Co. This Agreement has been duly executed and delivered by Holding Co and, assuming this Agreement constitutes the Company valid and binding agreement of Public Company, constitutes a valid and binding obligation of the CompanyHolding Co, enforceable against the Company Holding Co in accordance with its terms, subject to (a) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors, and (b) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law). The execution and delivery of this Agreement by the Company does do not, and the consummation of the Transactions transactions contemplated by this Agreement and compliance with the provisions of this Agreement Agreement, will notnot (x) conflict with any provisions of the charter or other organizational or governing documents of Holding Co, (y) subject to the governmental filings and other matters referred to in the following sentence, conflict with, or result in any violation of, a breach of or default (with or without notice or lapse of time, or both) under, or give rise to a right of first refusal, termination, cancellation or acceleration of any obligation (including to pay any sum of money) or to loss of a material benefit under, or require the consent of any Person under, any indenture, or other material agreement, Permit, concession, ground lease or similar instrument or undertaking to which Holding Co is a party or by which Holding Co or any of its assets are bound or affected, result in the creation or imposition of a Lien against any Lien upon any material asset of Holding Co, which singly or in the properties or assets of the Company or any of its Significant Subsidiaries underaggregate would have a Holding Co Material Adverse Effect, (i) the Charter or By-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 or any of its Significant Subsidiaries or their respective properties or assets or (iiiz) subject to the governmental filings and other matters referred to in the following sentence, contravene any law, rule or regulation, or any order, writ, judgment, orderinjunction, decree, statute, law, ordinance, rule determination or regulation award binding on or applicable to the Company or any of its Significant Subsidiaries or their respective properties or assetsHolding Co and currently in effect, other thanwhich, in the case of clauses (iiy) and (iii)z) above, any such conflicts, violations, defaults, rights or Liens or judgments, orders, decrees, statutes, law ordinances, rules or regulations that individually singly or in the aggregate aggregate, would not (x) have a Company Holding Co 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 approval or authorization of, or registration, declaration or filing with, or notice to, any Federal, state or local government Governmental Entity or any court, administrative third party which has not been received or regulatory agency or commission or other governmental authority or agency, domestic or foreign (a "Governmental Entity"), made is required by or with respect to the Company or any of its Significant Subsidiaries Holding Co in connection with the execution and delivery of this Agreement by the Company Holding Co or the consummation by the Company Holding Co of the Transactionstransactions contemplated hereby, except for (i) the filing of a premerger notification and report form by the Company under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx"), (xx) the filing with the SEC of (x) the Schedule 14D-9, (y) a proxy or information statement relating to the 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, registrationsdeclarations, declarations filings and filings as may be required under notices that, if not obtained or made, will not, individually or in the laws of any foreign country aggregate, result 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 Holding Co Material Adverse Effect.

Authority; Noncontravention. The Company has the Parent and Sub have all requisite corporate power and authority to enter into this Agreement and, subject to adoption each of this Agreement by and the holders of a majority of the outstanding shares of Common Stock, Stock Option Agreement and to consummate the Transactionstransactions contemplated hereby and thereby. The execution and delivery of each of this Agreement and the Stock Option Agreement by the Company Parent and Sub and the consummation by the Company Parent and Sub of the Transactions transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company, subject to approval of the Merger Parent and the adoption of this Agreement by the holders of a majority of the outstanding shares of Common StockSub. This Agreement has and the Stock Option Agreement have been duly executed and delivered by each of Parent and Sub, as applicable, and (assuming due authorization, execution and delivery by the Company and constitutes a Company) constitute valid and binding obligation obligations of the CompanyParent and Sub, as applicable, enforceable against the Company them in accordance with its their terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors' rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. The execution and delivery of each of this Agreement by and the Company Stock Option Agreement does not, and the consummation by Parent and Sub of the Transactions transactions contemplated by this Agreement and compliance by Parent and Sub, as applicable, with the provisions of this Agreement and the Stock Option 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 of, or a "put" right with respect to any obligation under, 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 any of its Significant Subsidiaries under, (i) the Charter articles of incorporation or Byby-Laws laws of the Company Parent, Sub or the comparable charter or organizational documents any other subsidiary of any of its Significant SubsidiariesParent, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or any other contract, agreement, instrument, permit, concession, franchise or license applicable to the Company which Parent, Sub or any other subsidiary of its Significant Subsidiaries Parent is a party or by which any of their respective properties or assets are bound or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule rule, regulation or regulation arbitration award applicable to the Company Parent, Sub or any other subsidiary of its Significant Subsidiaries Parent or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights rights, losses or Liens or judgments, orders, decrees, statutes, law ordinances, rules or regulations that individually or in the aggregate would not (x) have a 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 any of its Significant Subsidiaries in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the Transactions, 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 the 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.the

Authority; Noncontravention. The Company has Compass and Merger Sub have the requisite corporate power and authority to enter into execute and deliver this Agreement and, subject to adoption of this Agreement by the holders of a majority of the outstanding shares of Common Stock, and to consummate the Transactionstransactions contemplated hereby. The execution and delivery of this Agreement by the Company Compass and Merger Sub, the consummation by the Company Compass and Merger Sub of the Transactions transactions contemplated hereby, have been duly authorized by all necessary corporate action on the part of Compass and Merger Sub and no other corporate proceedings on the Company, subject part of Compass or Merger Sub are necessary to approval of the Merger and the adoption of approve this Agreement by or to consummate the holders of a majority of the outstanding shares of Common Stocktransactions contemplated hereby. This Agreement has been duly executed and delivered by the Company Compass and Merger Sub and constitutes a valid and binding obligation of the Company, Compass and Merger Sub enforceable against the Company Compass and Merger Sub in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium, fraudulent conveyance or other similar laws relating to creditors’ rights and general principles of equity. The execution and delivery of this Agreement by the Company does not, and the consummation of the Transactions transactions contemplated hereby and compliance with the provisions of this Agreement hereof do not and will not, not conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of of, or result in, termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company or any of its Significant Subsidiaries Compass under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, any provision of (i) the Charter articles of organization or By-Laws of the Company bylaws or the comparable charter or similar organizational documents of any of its Significant SubsidiariesCompass or Merger Sub, (ii) any loan Contract to which Compass or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to the Company Merger Sub is a party or any of its Significant Subsidiaries or their respective properties or assets is subject 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 or regulation or (B) judgment, order or decree, in each case applicable to the Company Compass or any of its Significant Subsidiaries Merger Sub or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations, breaches, defaults, rights or rights, losses, Liens or judgmentsentitlements that, orders, decrees, statutes, law ordinances, rules or regulations that individually or and in the aggregate aggregate, would not (x) have a Company Material Adverse Effect, (y) reasonably be expected to prevent or materially impair the ability of the Company to perform its obligations under this Agreement impede or (z) prevent delay the consummation of any of the TransactionsOffer, the Merger or the other transactions contemplated hereby. 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"), Entity is required by Compass or with respect to the Company or any of its Significant Subsidiaries Merger Sub in connection with the execution and delivery of this Agreement by the Company or Compass and Merger Sub and the consummation by the Company Compass and Merger Sub of the Transactionstransactions contemplated hereby and thereby or the compliance with the provisions hereof or thereof, 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 the 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, (iii1) the filing of the Articles of Merger with the SDAT Secretary of State of the State of California and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business, (iv2) all necessary consents and approvals from each the filing of the Customs Service Bureau and Bureau of Alcohol, Tobacco and Firearms applicable to Offer Documents with the Merger SEC and (v3) such other consents, approvals, orders, authorizations, registrations, declarations and filings as may the failure of which to be required obtained or made, individually and in the aggregate, would not impair in any material respect the ability of Compass or Merger Sub to perform its obligations under this Agreement or prevent, or materially impede or delay the laws consummation of any foreign country in which of 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 Effecttransactions contemplated by this Agreement.

Authority; Noncontravention. The Company SIMSCI has the all requisite corporate power and authority to enter into this Agreement and, subject to adoption of this Agreement by the holders of a majority of the outstanding shares of Common Stock, and to consummate the Transactionstransactions contemplated by this Agreement. The Board of Directors of SIMSCI has duly approved this Agreement and the transactions contemplated by this Agreement. The execution and delivery of this Agreement by the Company SIMSCI and the consummation by the Company SIMSCI of the Transactions transactions contemplated by this Agreement 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 StockSIMSCI. This Agreement has been duly Agreement, when executed and delivered by the Company and constitutes delivered, will constitute a valid and binding obligation of the CompanySIMSCI, enforceable against the Company SIMSCI in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies, and (iii) to the extent the indemnification provisions contained herein may be limited by applicable laws. The execution and delivery of this Agreement by the Company does not, and the consummation of the Transactions transactions contemplated by this Agreement and compliance with the provisions of this Agreement will not, conflict with, or result in any violation of, or default (with or without notice or of lapse of time, or both) under, or give rise to a right of consent, termination, purchase, cancellation or acceleration of any obligation or to loss of a material benefit any property, rights or benefits under, or result in the imposition of any additional obligation under, or result in the creation of any Lien lien upon any of the properties or assets of the Company SIMSCI or any of its Significant Subsidiaries Subsidiary under, (i) the Charter Certificate of Incorporation or By-Laws Bylaws of the Company SIMSCI or the comparable charter or organizational documents of any of its Significant SubsidiariesSubsidiary, (ii) any contract, license, loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise agreement filed or license applicable to the incorporated by reference in any Company or any SEC Document (as defined below) as a "Material Contract" under Item 601 of its Significant Subsidiaries or their respective properties or assets Regulation S-K or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company SIMSCI or any of its Significant Subsidiaries Subsidiary or their respective properties or assets, other than, in the case of clauses (ii) and (iii), than any such conflicts, violations, defaults, rights rights, losses, obligations or Liens or judgments, orders, decrees, statutes, law ordinances, rules or regulations liens that individually or in the aggregate would not (x) have a Company Material Adverse Effect, (y) Effect on SIMSCI or prevent or materially impair the ability of the Company to perform its obligations under this Agreement or (z) prevent delay the consummation of any of the Transactionstransactions contemplated by this Agreement. No consent, approval, order or authorization of, or registration, declaration or filing with, any United States 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")foreign, is required by or with respect to the Company SIMSCI or any of its Significant Subsidiaries Subsidiary in connection with the execution and delivery of this Agreement by the Company SIMSCI or the consummation by the Company SIMSCI of the Transactionstransactions contemplated by this Agreement, except for (i) the filing of a premerger notification and report form by the Company under the XxxxForm 8-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx"), (xx) the filing K with the SEC of after the Closing, (xii) the Schedule 14D-9, (y) a proxy or information statement relating to the approval by the Company's stockholders listing of the Merger and this Agreement, if such approval is required by law (as amended or supplemented from time SIMSCI Common Stock to time, be issued upon Closing on the "Proxy Statement"), Nasdaq National Market 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 or filings (x) as may be required under the "blue sky" laws of any foreign country in which the Company various states or any of its Significant Subsidiaries conducts any business or owns any property or assets, (y) the failure of which to obtain be obtained or make made would not not, individually or in the aggregate, have a Material Adverse EffectEffect on SIMSCI or prevent or materially delay the consummation of the transactions contemplated by this Agreement.

Authority; Noncontravention. The Company has the requisite corporate power execution, delivery and authority to enter into this Agreement and, subject to adoption performance by Avatar of this Agreement by the holders of a majority of the outstanding shares of Common Stock, to consummate the Transactions. The execution and delivery of this Agreement by the Company and the consummation by the Company of the Transactions have Merger by Avatar has 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 StockAvatar. This Agreement has been duly executed and delivered by Avatar and, assuming this Agreement constitutes the valid and binding agreement of Public Company and , constitutes a valid and binding obligation of the CompanyAvatar, enforceable against the Company such party in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies and to general principles of equity. The execution and delivery of this Agreement by the Company does do not, and the consummation of the Transactions transactions contemplated by this Agreement and compliance with the provisions of this Agreement Agreement, will notnot (i) conflict with any of the provisions of the articles of incorporation or bylaws of Avatar, (ii) subject to the governmental filings and other matters referred to in the following sentence, conflict with, or result in any violation of, a breach of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in require the creation consent of any Lien upon any of the properties or assets of the Company or any of its Significant Subsidiaries person under, (i) the Charter or By-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 material agreement, instrument, permit, concession, franchise franchise, license or license applicable similar instrument or undertaking to the Company which Avatar is a party or by which Avatar or any of its Significant Subsidiaries assets are bound or their respective properties or assets affected, or (iii) subject to the governmental filings and other matters referred to in the following sentence, contravene any law, rule or regulation, or any order, writ, judgment, orderinjunction, decree, statute, law, ordinance, rule determination or regulation award binding on or applicable to the Company or any of its Significant Subsidiaries or their respective properties or assetsAvatar and currently in effect, other thanwhich, in the case of clauses (ii) and (iii)) above, any such conflicts, violations, defaults, rights or Liens or judgments, orders, decrees, statutes, law ordinances, rules or regulations that individually singly or in the aggregate aggregate, would not (x) have a Company an Avatar 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 approval or authorization of, or registration, declaration or filing with, or notice to, any Federal, state Governmental Entity which has not been received or local government or any court, administrative or regulatory agency or commission or other governmental authority or agency, domestic or foreign (a "Governmental Entity"), made is required by or with respect to the Company or any of its Significant Subsidiaries Avatar in connection with the execution and delivery of this Agreement by the Company Avatar or the consummation by the Company Avatar of any of the Transactionstransactions contemplated by this Agreement, except for (i) the filing of a premerger notification and report form by the Company under articles of merger with the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act Texas Secretary of 0000 (xxx "XXX Xxx")State, (xx) the filing with the SEC of (x) the Schedule 14D-9, (y) a proxy or information statement relating to the 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 (vii) such other consents, approvals, ordersauthorizations, filings or notices as are set forth in Section 4.2(b) of the Disclosure Schedule and (iii) consents, approvals, authorizations, registrationsdeclarations, declarations filings and filings as may be required under notices that, if not obtained or made, will not, individually or in the laws of any foreign country aggregate, result 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 an Avatar Material Adverse Effect.

Authority; Noncontravention. The Company has the Parent and Merger Subsidiary have all requisite corporate power and authority to enter into this Agreement and, subject to adoption of this Agreement by the holders of a majority of the outstanding shares of Common Stock, and to consummate the Transactionstransactions contemplated by this Agreement. The execution and delivery of this Agreement by the Company and the consummation by the Company of the Transactions transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of the Company, subject to approval of the Parent and Merger and the adoption of this Agreement by the holders of a majority of the outstanding shares of Common StockSubsidiary. This Agreement has been duly executed and delivered by Parent and Merger Subsidiary and, assuming this Agreement constitutes a valid and binding agreement of the Company and Company, constitutes a valid and binding obligation of the Companyeach such party, enforceable against the Company each such party in accordance with its terms. The execution and delivery of this Agreement by the Company does do not, and the consummation of the Transactions transactions contemplated by this Agreement and compliance with the provisions of this Agreement will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation cancellation, modification or acceleration of 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 Parent or any of its Significant Subsidiaries Subsidiary under, (i) the Charter certificate of incorporation or By-Laws of the Company bylaws Parent or the comparable charter or organizational documents of any of its Significant SubsidiariesMerger Subsidiary, (ii) except as set forth in Schedule 4.2(b), any loan or credit agreement, note, bond, mortgage, indenture, lease or any other contract, agreement, instrument, permit, concession, franchise or license applicable to the Company Parent or any of its Significant Subsidiaries Merger Subsidiary or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule or regulation Law applicable to the Company Parent or any of its Significant Subsidiaries or their respective properties or assets, other than, Merger Subsidiary. Other than those Consents referred to in the case of clauses (ii) and (iii), any such conflicts, violations, defaults, rights or Liens or judgments, orders, decrees, statutes, law ordinances, rules or regulations that individually or in Schedules on the aggregate would not (x) have a Company Material Adverse Effect, (y) materially impair the ability part of the Company to perform its obligations under this Agreement or (z) prevent the consummation Company, no Consent 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"), Entity is required by or with respect to the Company Parent, Merger Subsidiary or any other subsidiary of its Significant Subsidiaries Parent in connection with the execution and delivery of this Agreement by the Company or the consummation by Parent or Merger Subsidiary, as the Company case may be, of any of the Transactionstransactions contemplated by this Agreement, except for (i) the filing of a premerger notification the documents referred to in Sections 1.7 and report form by the Company under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx"), (xx) the filing 1.8 hereof in accordance with the SEC of (x) the Schedule 14D-9, (y) a proxy or information statement relating to the approval by the Company's stockholders of the Merger DGCL 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 similar documents with the relevant authorities of other states in which the Company is qualified to do business, (ivii) all necessary consents and approvals from each compliance with any applicable requirements of the Customs Service Bureau and Bureau of Alcohol, Tobacco and Firearms applicable to the Merger Exchange Act and (viii) such other consents, approvals, orders, authorizations, registrations, declarations the filing of a premerger notification and filings as may be required report form 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 EffectHSR Act.

Authority; Noncontravention. The Company Citicorp has the all requisite corporate power and authority to enter into this Agreement and, subject to adoption of this Agreement by the holders of a majority of the outstanding shares of Common StockCiticorp Stockholder Approval (as defined in Section 3.01(l)), to consummate the Transactionstransactions contemplated by this Agreement. The execution and delivery of this Agreement by the Company Citicorp and the consummation by the Company Citicorp of the Transactions transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Citicorp, subject, in the Company, subject to approval case of the Merger and Merger, to the adoption of this Agreement by the holders of a majority of the outstanding shares of Common StockCiticorp Stockholder Approval. This Agreement has been duly executed and delivered by Citicorp and, assuming the Company due authorization, execution and delivery by Travelers, constitutes a legal, valid and binding obligation of the CompanyCiticorp, enforceable against the Company Citicorp in accordance with its terms. The execution and delivery of this Agreement by the Company does not, and the consummation of the Transactions transactions contemplated by this Agreement and compliance with the provisions of this Agreement will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company Citicorp or any of its Significant Subsidiaries subsidiaries under, (i) the Charter certificate of incorporation or Byby-Laws laws of the Company Citicorp or the comparable charter or organizational documents of any of its Significant Subsidiariessubsidiaries, (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 Citicorp or any of its Significant Subsidiaries subsidiaries or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company Citicorp or any of its Significant Subsidiaries subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations, defaults, rights rights, losses or Liens or judgments, orders, decrees, statutes, law ordinances, rules or regulations that individually or in the aggregate would not (x) have a Company Material Adverse Effect, material adverse effect on Citicorp or (y) reasonably be expected to materially impair or delay the ability of the Company Citicorp to perform its obligations under this Agreement or (z) prevent the consummation of any of the TransactionsAgreement. No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any Federalfederal, state state, local or local government or foreign government, any court, administrative or administrative, regulatory agency or commission or other governmental agency, commission or authority or any non-governmental U.S. or foreign self-regulatory agency, domestic commission or foreign authority or any arbitral tribunal (each, a "Governmental Entity"), ) is required by or with respect to the Company Citicorp or any of its Significant Subsidiaries subsidiaries in connection with the execution and delivery of this Agreement by the Company Citicorp or the consummation by the Company Citicorp of the Transactionstransactions contemplated hereby, except for 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"), (xx1) the filing with the SEC of (x) the Schedule 14D-9, (yA) a proxy or information statement relating to the approval by Citicorp Stockholders Meeting (as defined in Section 5.01(b)) (such proxy statement, together with the Company's stockholders of proxy statement relating to the Merger and this AgreementTravelers Stockholders Meeting (as defined in Section 5.01(c)), if such approval is required by law (in each case as amended or supplemented from time to time, the "Joint Proxy Statement"), and (zB) 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 the Operative Agreements this Agreement and the Transactions, transactions contemplated hereby; (iii2) the filing of the Articles Certificate of Merger with the SDAT Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which the Company Citicorp is qualified to do businessbusiness and such filings with Governmental Entities to satisfy the applicable requirements of state securities or "blue sky" laws; (3) the consents, approvals and notices required under the Investment Company Act of 1940, as amended (ivthe "1940 Act"), and the Investment Advisors Act of 1940, as amended (the "Advisors Act"); (4) all necessary consents filings in respect of, and approvals from each of and authorizations of, any Governmental Entity having jurisdiction over the Customs Service Bureau and Bureau of Alcoholsecurities, Tobacco and Firearms applicable to the Merger commodities, banking, insurance or other financial services businesses; and (v5) 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 orders or any of its Significant Subsidiaries conducts any business or owns any property or assets, authorizations the failure of which to obtain be made or make obtained individually or in the aggregate would not (x) have a Material Adverse Effectmaterial adverse effect on Citicorp or (y) reason ably be expected to materially impair or delay the ability of Citicorp to perform its obligations under this Agreement.

Authority; Noncontravention. The Company Purchaser has the all requisite corporate power and authority to enter into this Agreement andAgreement, subject to adoption of this Agreement by issue the holders of a majority of the outstanding shares of Common Stock, Purchaser Note and to consummate the Transactionsother transactions contemplated by this Agreement. The execution and delivery of this Agreement by the Company Purchaser, the issuance of the Purchaser Note and the consummation performance by the Company Purchaser of the Transactions its other obligations under this Agreement 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 StockPurchaser. This Agreement has been duly executed and delivered by the Company Purchaser and assuming that this Agreement constitutes a valid and binding agreement of the Sellers, constitutes a legal, valid, and binding obligation of the Company, Purchaser and is enforceable against the Company Purchaser in accordance with its terms, except to the extent that the enforcement hereof may be limited by (i) any bankruptcy, insolvency, reorganization, moratorium, or similar Laws now or hereafter in effect relating to or limiting creditors' rights generally and (ii) general principles of equity (regardless of whether enforceability is considered in a proceeding at Law or in equity). The execution and delivery of this Agreement by the Company does do not, and the issuance of the Purchaser Note and the consummation of the Transactions other transactions contemplated by this Agreement and compliance with the provisions of this Agreement will notnot (i) conflict with any of the provisions of the articles or certificate of incorporation or by-laws of the Purchaser, (ii) subject to the governmental filings and other matters referred to in the following sentence, conflict with, or result in any violation of, a breach of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in require the creation consent of any Lien upon any of the properties or assets of the Company or any of its Significant Subsidiaries person under, (i) the Charter or By-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 franchise, license or license applicable similar instrument or undertaking to which the Company Purchaser is a party or by which the Purchaser or any of its Significant Subsidiaries or their respective properties or assets is bound, or (iii) subject to the governmental filings and other matters referred to in the following sentence, contravene any Law or any order, writ, judgment, orderinjunction, decree, statutedetermination or award currently in effect which, law, ordinance, rule or regulation applicable to the 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, violations, defaults, rights or Liens or judgments, orders, decrees, statutes, law ordinances, rules or regulations that individually or in the aggregate aggregate, would not (x) have a Company Purchaser 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 approval or authorization of, or registration, declaration or filing with, or notice to, any Federal, state Governmental Entity which has not been received or local government or any court, administrative or regulatory agency or commission or other governmental authority or agency, domestic or foreign (a "Governmental Entity"), made is required by or with respect to the Company or any of its Significant Subsidiaries Purchaser in connection with the execution and delivery of this Agreement by the Company Purchaser, the issuance of the Purchaser Note or the consummation by the Company Purchaser of any of the Transactionstransactions contemplated by this Agreement, except for (i) the filing of a premerger notification and report form by the Company forms under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx")HSR Act, (xxii) the filing with filings and/or notices required under the SEC of (x) the Schedule 14D-9, (y) a proxy or information statement relating to the approval by the Company's stockholders insurance laws of the Merger and this Agreement, if such approval is required by law (as amended or supplemented from time to time, jurisdictions set forth in Section 2.3 of the "Proxy Statement")Seller Disclosure Schedule, 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 or notices 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 would not, individually or make would not in the aggregate, have a Purchaser Material Adverse Effect.

Authority; Noncontravention. The Company Citicorp has the all requisite corporate power and authority to enter into this Agreement and, subject to adoption of this Agreement by the holders of a majority of the outstanding shares of Common StockCiticorp Stockholder Approval (as defined in Section 3.01(l)), to consummate the Transactionstransactions contemplated by this Agreement. The execution and delivery of this Agreement by the Company Citicorp and the consummation by the Company Citicorp of the Transactions transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Citicorp, subject, in the Company, subject to approval case of the Merger and Merger, to the adoption of this Agreement by the holders of a majority of the outstanding shares of Common StockCiticorp Stockholder Approval. This Agreement has been duly executed and delivered by Citicorp and, assuming the Company due authorization, execution and delivery by Travelers, constitutes a legal, valid and binding obligation of the CompanyCiticorp, enforceable against the Company Citicorp in accordance with its terms. The execution and delivery of this Agreement by the Company does not, and the consummation of the Transactions transactions contemplated by this Agreement and compliance with the provisions of this Agreement will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company Citicorp or any of its Significant Subsidiaries subsidiaries under, (i) the Charter certificate of incorporation or Byby-Laws laws of the Company Citicorp or the comparable charter or organizational documents of any of its Significant Subsidiariessubsidiaries, (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 Citicorp or any of its Significant Subsidiaries subsidiaries or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company Citicorp or any of its Significant Subsidiaries subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations, defaults, rights rights, losses or Liens or judgments, orders, decrees, statutes, law ordinances, rules or regulations that individually or in the aggregate would not (x) have a Company Material Adverse Effect, material adverse effect on Citicorp or (y) reasonably be expected to materially impair or delay the ability of the Company Citicorp to perform its obligations under this Agreement or (z) prevent the consummation of any of the TransactionsAgreement. No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any Federalfederal, state state, local or local government or foreign government, any court, administrative or administrative, regulatory agency or commission or other governmental agency, commission or authority or any non-governmental U.S. or foreign self-regulatory agency, domestic commission or foreign authority or any arbitral tribunal (each, a "Governmental Entity"), ) is required by or with respect to the Company Citicorp or any of its Significant Subsidiaries subsidiaries in connection with the execution and delivery of this Agreement by the Company Citicorp or the consummation by the Company Citicorp of the Transactionstransactions contemplated hereby, except for 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"), (xx1) the filing with the SEC of (x) the Schedule 14D-9, (yA) a proxy or information statement relating to the approval by Citicorp Stockholders Meeting (as defined in Section 5.01(b)) (such proxy statement, together with the Company's stockholders of proxy statement relating to the Merger and this AgreementTravelers Stockholders Meeting (as defined in Section 5.01(c)), if such approval is required by law (in each case as amended or supplemented from time to time, the "Joint Proxy Statement"), and (zB) 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 the Operative Agreements this Agreement and the Transactions, transactions contemplated hereby; (iii2) the filing of the Articles Certificate of Merger with the SDAT Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which the Company Citicorp is qualified to do businessbusiness and such filings with Governmental Entities to satisfy the applicable requirements of state securities or "blue sky" laws; (3) the consents, approvals and notices required under the Investment Company Act of 1940, as amended (ivthe "1940 Act"), and the Investment Advisors Act of 1940, as amended (the "Advisors Act"); (4) all necessary consents filings in respect of, and approvals from each of and authorizations of, any Governmental Entity having jurisdiction over the Customs Service Bureau and Bureau of Alcoholsecurities, Tobacco and Firearms applicable to the Merger commodities, banking, insurance or other financial services businesses; and (v5) 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 orders or any of its Significant Subsidiaries conducts any business or owns any property or assets, authorizations the failure of which to obtain be made or make obtained individually or in the aggregate would not (x) have a Material Adverse Effectmaterial adverse effect on Citicorp or (y) reasonably be expected to materially impair or delay the ability of Citicorp to perform its obligations under this Agreement.

Authority; Noncontravention. The Company Each of the Trust and Acquisition Sub ---------------------------- has the all requisite trust or corporate power and authority to enter into this Agreement andand to consummate the transactions contemplated by this Agreement. The execution, subject to adoption delivery and performance of this Agreement by the holders of a majority of the outstanding shares of Common Stock, to consummate the Transactions. The execution Trust and delivery of this Agreement by the Company Acquisition Sub and the consummation by the Company Trust and Acquisition Sub of the Transactions transactions contemplated by this Agreement have been duly authorized by all necessary trust or corporate action (as the case may be) 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 Stocksuch person. This Agreement has been duly executed and delivered by each of the Company Trust and Acquisition Sub and constitutes a the legal, valid and binding obligation of the Companysuch persons, enforceable against the Company each such person in accordance with its terms. The execution execution, delivery and delivery performance of this Agreement by and the Company does Stockholders Agreements do not, and the consummation of the Transactions transactions contemplated by this Agreement and compliance with the provisions of this Agreement and the Stockholders Agreements by the Trust and Acquisition Sub will not, conflict with, or result in any violation of, breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company or any of its Significant Subsidiaries under, under (i) the Charter or By-Laws trust agreement of the Company Trust or the comparable charter certificate of incorporation or organizational documents by-laws of any of its Significant SubsidiariesAcquisition Sub, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to the Company Trust or any of its Significant Subsidiaries Acquisition Sub or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company Trust or any of its Significant Subsidiaries Acquisition Sub or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations, defaults, rights rights, losses or Liens or judgments, orders, decrees, statutes, law ordinances, rules or regulations that individually or in the aggregate would not (x) have a Company Material Adverse Effect, (y) materially impair material adverse effect on the ability of the Company to perform its obligations under this Agreement or (z) prevent the consummation of any of the TransactionsTrust. 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"), Entity is required by or with respect to the Company Trust or any of its Significant Subsidiaries Acquisition Sub in connection with the execution execution, delivery and delivery performance of this Agreement or the Stockholders Agreements by the Company Trust or Acquisition Sub or the consummation by the Company Trust and Acquisition Sub of the Transactionstransactions contemplated by this Agreement or the Stockholders Agreements, except for (i1) the filing of a premerger notification and report form by the Company Trust or Acquisition Sub under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx")HSR Act, (xx) the filing with the SEC of (x) the Schedule 14D-9, (y) a proxy or information statement relating to the approval by the Company's stockholders of the Merger and this Agreement, if such approval is extent required by law thereby; (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, (iii2) the filing of the Articles Certificate of Merger with the SDAT Delaware Secretary of State and appropriate documents with the relevant authorities of other states in which the Company Trust 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 (v3) 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 make or obtain or make which would not reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the Trust.

Authority; Noncontravention. The Company ILCC has the all requisite corporate power and authority to enter into this Agreement and, subject to adoption of this Agreement by the holders of a majority of the outstanding shares of Common Stock, and to consummate the Transactionstransactions contemplated by this Agreement. The execution and delivery of this Agreement by the Company ILCC and the consummation by the Company ILCC of the Transactions transactions contemplated by this Agreement has been (or at Closing will have been been) duly authorized by all necessary corporate action on the part of 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 StockILCC. This Agreement has been duly executed and delivered by the Company and constitutes a valid and binding obligation of the CompanyILCC, enforceable against the Company in accordance with its terms. The execution and delivery of this Agreement by the Company does not, and the consummation of the Transactions transactions contemplated by this Agreement and compliance with the provisions 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 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 ILCC or any of its Significant Subsidiaries subsidiaries under, (i) the Charter Articles of Incorporation or By-Laws bylaws of the Company ILCC or the comparable charter or organizational documents of any other subsidiary of its Significant SubsidiariesILCC, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to the Company ILCC, or any subsidiary of its Significant Subsidiaries ILCC 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, regulation or regulation arbitration award applicable to the Company ILCC or any subsidiary of its Significant Subsidiaries ILCC or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights rights, losses or Liens or judgments, orders, decrees, statutes, law ordinances, rules or regulations liens that individually or in the aggregate would could not (x) have a Company Material Adverse Effectmaterial adverse effect with respect to ILCC or could not prevent, (y) hinder or materially impair delay the ability of ILCC to consummate the Company to perform its obligations under transactions contemplated by this Agreement or (z) prevent the consummation of any of the TransactionsAgreement. 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 or regulatory agency or commission or other governmental authority or agency, domestic or foreign (a "Governmental Entity"), Entity is required by or with respect to the Company ILCC or any subsidiary of its Significant Subsidiaries ILCC in connection with the execution and delivery of this Agreement by the Company ILCC or the consummation by ILCC, as the Company case may be, of any of the Transactions, except for (i) the filing of a premerger notification and report form transactions contemplated 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 the 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 the all requisite corporate power and authority to enter into this Agreement Agreement, and, subject to adoption of this Agreement by the holders of a majority of the outstanding shares of Common StockCompany Shareholder Approval (as defined in Section 3.1(k)), to consummate the Transactionstransactions contemplated by this Agreement. The execution and delivery of this Agreement by the Company and the consummation by the Company of the Transactions transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company, subject to approval subject, in the case of the Merger and Merger, to the adoption of this Agreement by the holders of a majority of the outstanding shares of Common StockCompany Shareholder Approval. This Agreement has been duly executed and delivered by the Company Company, and, assuming the due authorization, execution and delivery by Parent and Merger Sub, constitutes a the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as the enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws generally affecting the rights of creditors and subject to general equity principles. The execution and delivery of this Agreement by the Company does not, and the consummation of the Transactions transactions contemplated by this Agreement and compliance with the provisions of this Agreement by the Company 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, 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 any obligation or to right of a third party or loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company or any of its Significant Subsidiaries under, (i) the Charter or By-Laws of the Company or the comparable charter or organizational documents of any of its Significant SubsidiariesEntities under, (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 or any of its Significant Subsidiaries Entities or their respective properties or 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 or regulation Law applicable to any of the Company or any of its Significant Subsidiaries Entities or their respective properties or assetsassets or any judgment, order or decree to which any of the Company Entities or their respective properties or assets have been specifically identified as subject, other than, in the case of clauses (ii) and (iii), any such breaches, conflicts, violations, defaults, rights rights, losses or Liens or judgmentsthat, orders, decrees, statutes, law ordinances, rules or regulations that individually or in the aggregate aggregate, would not (x) have or result in a material adverse effect on the Company Material Adverse Effect, (y) and that would not materially impair the ability of the Company to perform its obligations under consummate the transactions contemplated by this Agreement or (z) prevent the consummation of any of the TransactionsAgreement. No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any Federalfederal, state state, provincial or local government or any courtforeign government, administrative court or administrative, regulatory agency or commission or other governmental authority or agency, domestic commission or foreign authority (each, a "“Governmental Entity"), ”) is required by or with respect to the Company or any of its Significant Subsidiaries in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the Transactionstransactions contemplated hereby, except for for: (i) the filing with the Securities and Exchange Commission (the “SEC”) of (A) a proxy statement relating to the Company Shareholders Meeting and the Parent Shareholders Meeting (each as defined in Section 5.1) (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 Exchange Act, as may be required in connection with this Agreement and the transactions contemplated hereby; (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware; (iii) the filing of a premerger notification and report form by the Company under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 1976, as amended (xxx "XXX Xxx"“HSR Act”); (iv) filings required under the antitrust and competition laws of foreign countries (“Foreign Antitrust Laws”), including the Canadian Competition Act (xx) the filing with the SEC of (x) the Schedule 14D-9, (y) a proxy or information statement relating to the 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"“Canadian Act”), and (z) such reports under which are set forth on Section 13(a3.1(d) 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 Disclosure Letter; and (v) such other consents, approvals, orders, authorizations, actions, registrations, declarations and or 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 of which to obtain be made or make obtained (as applicable), individually or in the aggregate, would not have or result in a Material Adverse Effectmaterial adverse effect on the Company and would not materially impair the ability of the Company to consummate the transactions contemplated by this Agreement. The Company does not operate as a transportation company or publishing company.