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 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 the Operative Agreements do not, and the consummation of the Transactions and compliance with the provisions of 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 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 subsidiaries under, (i) the Restated Certificate of Incorporation or By-laws of the Company or the comparable charter or organizational documents of any of its subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to the Company or any of its subsidiaries or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any of its subsidiaries or their respective properties or assets, other than, in the case of clause (ii), any such conflicts, violations, defaults, rights or Liens that individually or in the aggregate would not (x) have a material adverse effect on the Company and its subsidiaries taken as a whole, (y) impair the ability of the Company to perform its obligations under this Agreement or (z) prevent the consummation of any of the Transactions (a "Company Material Adverse Effect"). No consent, approval, order or authorization of, or registration, declaration or filing with, any Federal, state or local government or any court, administrative or regulatory agency or commission or other governmental authority or agency, domestic or foreign (a "Governmental Entity"), is required by or with respect to the Company or any of its subsidiaries in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the Transactions, except for (i) the filing 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 adoption by the Company's stockholders of this Agreement, if such adoption is required by law (as amended or supplemented from time to time, the "Proxy Statement"), and (z) such reports under Section 13(a) of the Exchange Act as may be required in connection with the Operative Agreements and the Transactions, (iii) the filing of the Certificate of Merger with the Delaware Secretary of State and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business and (iv) such other consents, approvals, orders, authorizations, registrations, declarations and filings (x) as may be required under the laws of any foreign country in which the Company or any of its subsidiaries conducts any business or owns any property or assets, the failure to obtain or make would not have a Company Material Adverse Effect, or (y) as are set forth in the Company Disclosure Letter.

Authority; Noncontravention. The Company 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 adoption of this Agreement by the holders of a majority receipt 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 the Operative Agreements this Agreement do not, and the consummation of the Transactions transactions contemplated by this Agreement and compliance with the provisions of the Operative Agreements 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 subsidiaries Subsidiaries under, (i) the Restated Certificate certificate of Incorporation incorporation or Byby-laws of the Company CAX or the comparable charter organizational or organizational governing documents of any of its subsidiariesSubsidiaries, (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 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, injunction, order, decree, statute, law, ordinance, rule or regulation applicable to the Company CAX or any of its subsidiaries Subsidiaries or their respective properties or assets, other than, in the case of clause clauses (ii) and (iii), any such conflicts, violations, defaults, rights rights, losses or Liens that individually or in the aggregate would not (x) have a material adverse effect Material Adverse Effect on the Company and its subsidiaries taken as a whole, 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 Transactions (a "Company Material Adverse Effect")transactions 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 subsidiaries 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 adoption by CAX Stockholders Meeting (as defined in Section 5.1(b)) and the Company's stockholders of this AgreementAIC Stockholders Meeting (as defined in Section 5.1(c)) (such proxy statement, if such adoption 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 Certificate a certificate of Merger merger with the Delaware Secretary of State of the state of Delaware; (4) such applications and appropriate documents filings as may be required by the American Stock Exchange or the SEC in connection with the relevant authorities delisting by CAX of other states in which the Company is qualified to do business CAX Common Stock from the American Stock Exchange; and (iv5) 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 would not (x) as may be required under the laws of any foreign country in which the Company or any of its subsidiaries conducts any business or owns any property or assets, the failure to obtain or make would not have a Company Material Adverse Effect, Effect on CAX or (y) as are set forth in materially impair the Company Disclosure Letterability 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 has the requisite corporate power and authority to enter into this Agreement and to perform its obligations under this Agreement and, subject to adoption the approval of holders of Common Stock with respect to the consummation of the Merger, to consummate the transactions contemplated by this Agreement. The execution, delivery and performance of this Agreement by the holders of a majority of the outstanding shares of Common StockCompany, 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 by this Agreement, have been duly authorized and approved by all necessary its Board of Directors, and no other corporate action on the part of Company is necessary to authorize the Companyexecution, subject to adoption delivery and performance of this Agreement by Company and the holders of a majority consummation of the outstanding shares transactions contemplated by this Agreement, subject to the approval of Common Stockits stockholders as contemplated by Section 6.1(a). This Agreement has been duly executed and delivered by the Company and and, assuming that this Agreement constitutes a valid and binding obligation of the each of Parent and Merger Sub, constitutes a valid and binding obligation of Company, enforceable against the Company in accordance with its terms. The execution and delivery of the Operative Agreements this Agreement do not, and the consummation of the Transactions transactions contemplated by this Agreement and compliance with the provisions of the Operative Agreements this Agreement will not, (i) conflict with any of the provisions of the certificate of incorporation or bylaws of Company or the organizational documents of its Significant Subsidiary, in each case as amended to the date of this Agreement, (ii) conflict with, or result in any violation of, a breach of or default under (with or without notice or lapse of time, or both) underany contract, 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 subsidiaries under, (i) the Restated Certificate of Incorporation or By-laws of the Company or the comparable charter or organizational documents of any of its subsidiaries, (ii) any loan or credit agreement, note, bondindenture, mortgage, indenturedeed of trust, lease or other agreement, instrument, permit, concession, franchise instrument to which Company is a party or license applicable to the by which Company or its Significant Subsidiary or any of its subsidiaries or their respective properties assets is bound or assets subject, or (iii) subject to the governmental filings and other matters referred to in the following sentenceSection 4.1(d), contravene any judgmentApplicable Law or any order, orderwrit, judgement, decree, statute, law, ordinance, rule determination or regulation award currently in effect that is applicable to the Company or any of its subsidiaries or their respective properties or assetsSignificant Subsidiary, other thanwhich, in the case of clause clauses (ii)) and (iii) above has, any such conflictsor would reasonably be expected to have, violations, defaults, rights or Liens that individually or in the aggregate would not (x) have a material adverse effect on the Company and its subsidiaries taken as a wholeaggregate, (y) impair the ability of the Company to perform its obligations under this Agreement or (z) prevent the consummation of any of the Transactions (a "Company Material Adverse Effect"). No consent, approval, order or authorization of, or registration, declaration or filing with, any Federal, state or local government or any court, administrative or regulatory agency or commission or other governmental authority or agency, domestic or foreign (a "Governmental Entity"), is required by or with respect to the Company or any of its subsidiaries in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the Transactions, except for (i) the filing 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 adoption by the Company's stockholders of this Agreement, if such adoption is required by law (as amended or supplemented from time to time, the "Proxy Statement"), and (z) such reports under Section 13(a) of the Exchange Act as may be required in connection with the Operative Agreements and the Transactions, (iii) the filing of the Certificate of Merger with the Delaware Secretary of State and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business and (iv) such other consents, approvals, orders, authorizations, registrations, declarations and filings (x) as may be required under the laws of any foreign country in which the Company or any of its subsidiaries conducts any business or owns any property or assets, the failure to obtain or make would not have a Company Material Adverse Effect, or (y) as are set forth in the Company Disclosure Letter.

Authority; Noncontravention. The Company has the requisite corporate power and authority to enter into this Agreement and the Option Agreement and, subject to adoption approval of this Agreement by the holders of a majority two thirds (2/3) of the outstanding shares of Company Common Stock, to consummate the Transactionstransactions contemplated by this Agreement. The execution and delivery of this Agreement and the Option Agreement by the Company and the consummation by the Company of the Transactions transactions contemplated by this Agreement and the Option Agreement have been duly authorized by all necessary corporate action on the part of the Company, subject subject, in the case of this Agreement, to adoption approval of this Agreement by the holders of a majority two thirds (2/3) of the outstanding shares of Company Common Stock. This Agreement and the Option 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, except as enforcement thereof 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 and the Operative Agreements Option Agreement do not, and the consummation of the Transactions transactions contemplated by this Agreement and the Option Agreement and compliance with the provisions of this Agreement and the Operative Agreements Option 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 in or upon any of the properties or assets of the Company under any provision of (a) subject to obtaining the approval of the stockholders of the Company, the Articles of Organization or any Bylaws of its subsidiaries underthe Company, (i) the Restated Certificate of Incorporation or By-laws of the Company or the comparable charter or organizational documents of any of its subsidiaries, (iib) 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 subsidiaries or their respective properties or assets or (iii) c), subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, (i) statute, law, ordinance, rule or regulation or (ii) judgment, order or decree applicable to the Company or any of its subsidiaries or their respective properties or assets, other than, in the case of clause (iib) and clause (c)(i), any such conflicts, violations, defaults, rights or Liens that individually or in the aggregate would not (x) have a material adverse effect on the Company and its subsidiaries taken as a wholeCompany, (y) impair in any material respect the ability of the Company to perform its obligations under this Agreement and the Option Agreement, or (z) prevent or materially delay the consummation of any of the Transactions (a "Company Material Adverse Effect")transactions contemplated by this Agreement and the Option 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 Except with respect to the Company or any of its subsidiaries in connection with the execution and delivery of this Agreement Environmental Permits held 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 adoption by the Company's stockholders of this Agreement, if such adoption is required by law (as amended or supplemented from time to time, the "Proxy Statement"), and (z) such reports under Section 13(a) of the Exchange Act as may be required in connection with the Operative Agreements and the Transactions, (iii) the filing of the Certificate of Merger with the Delaware Secretary of State and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business and (iv) such other consents, approvals, orders, authorizations, registrations, declarations and filings (x) as may be required under the laws of any foreign country in which the Company or any of its subsidiaries conducts any business or owns any property or assets, the failure to obtain or make would not have a Company Material Adverse Effect, or (y) as are set forth in the Company Disclosure Letter.principal Environmental Permits

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 StockStockholder Approval, 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 adoption the Stockholder Approval of this Agreement. Assuming the due authorization, execution and delivery of this Agreement by the holders of a majority of the outstanding shares of Common Stock. This Parent and Sub, 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 Except as set forth in Section 3.1(d) of the Company Disclosure Schedule, the execution and delivery of the Operative Agreements do this Agreement does not, and the consummation of the Transactions transactions contemplated by this Agreement and compliance with the provisions of the Operative Agreements 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 or any of its subsidiaries under, (i) the Restated Certificate articles of Incorporation incorporation or Byby-laws of the Company or the comparable charter or organizational documents of any of its subsidiaries, (ii) any contract for the provision of any form of gaming services or products between the Company 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 or any of its subsidiaries or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule or regulation (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 or any of its subsidiaries or their respective properties or assets, other than, in the case of clause clauses (ii) or (iii), any such conflicts, violations, defaults, defaults or rights or Liens that individually or in the aggregate would not (xA) have a material adverse effect Material Adverse Effect on the Company and its subsidiaries taken as a wholeCompany, (yB) impair in any material respect the ability of the Company to perform its obligations under this Agreement or (zC) prevent or materially delay the consummation of any of the Transactions (a "Company Material Adverse Effect")transactions contemplated by this Agreement. 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 foreign, including, without limitation, the National Indian Gaming Commission, or any other tribal or governmental authority regulating any form of gaming (a "Governmental Entity"), is required by or with respect to the Company or any of its subsidiaries in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the Transactionstransactions contemplated by this Agreement, except for (i) the filing with the Federal Trade Commission and the Antitrust Division of the Department of Justice (the "Specified Agencies") of a premerger notification and report form by the Company under the 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 adoption by the Company's stockholders of this Agreement, if such adoption is required by law (as amended or supplemented from time to time, the "Proxy Statement"), and (z) such reports under Section 13(a) of the 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 Certificate articles of Merger merger with the Delaware Secretary of State of the State of South Dakota and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business, (iv) the approval by (A) the South Dakota Commission on Gaming and South Dakota Lottery Commission and (B) other gaming regulatory bodies in jurisdictions where the Company or its subsidiaries are engaged in business and (ivv) such other consents, approvals, orders, authorizations, registrations, declarations and filings (x) as may be required under the laws of any foreign country in which the Company or any of its subsidiaries conducts any business or owns any property or assets, the failure of which to obtain be obtained or make made would not have a Company Material Adverse EffectEffect on the Company, impair in any material respect the ability of the Company to perform its obligations under this Agreement or (y) as are set forth prevent or materially delay the consummation of any of the transactions contemplated by this Agreement. Neither the Company nor any subsidiary of the Company nor, to the Knowledge of the Company, any director or officer of the Company or of any subsidiary of the Company has received any written claim, demand, notice, complaint, court order or administrative order from any Governmental Entity in the Company Disclosure Letterpast three years, asserting that a license of it or them, as applicable, under any Gaming Laws (as defined in Section 3.1(o)) is being or may be revoked or suspended other than such claims, demands, notices, complaints, court orders or administrative orders which would not have a Material Adverse Effect on the Company.

Authority; Noncontravention. 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 adoption of this Agreement by the holders of a majority receipt 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 the Operative Agreements do this Agreement does not, and the consummation of the Transactions transactions contemplated by this Agreement and compliance with the provisions of the Operative Agreements 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 subsidiaries Subsidiaries under, (i) the Restated Certificate certificate of Incorporation incorporation or Byby-laws of the Company AIC or the comparable charter organizational or organizational governing documents of any of its subsidiariesSubsidiaries, (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 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 AIC or any of its subsidiaries Subsidiaries or their respective properties or assets, other than, in the case of clause clauses (ii) and (iii), any such conflicts, violations, defaults, rights rights, losses or Liens that individually or in the aggregate would not (x) have a material adverse effect Material Adverse Effect on the Company and its subsidiaries taken as a whole, 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 Transactions (a "Company Material Adverse Effect")transactions 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 subsidiaries 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 adoption by SEC in connection with the Company's stockholders issuance of this Agreement, if such adoption is required by law (as amended or supplemented from time to time, AIC Common Stock in 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 AIC Certificate of Merger with the Delaware Secretary of State and appropriate documents 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 or state securities or "blue sky" laws or (B) any filings required by foreign governmental entities; (4) such applications and filings as may be required by the New York Stock Exchange in connection with listing the shares of AIC Common Stock to be issued in the Merger; and (iv5) 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 would not (x) as may be required under the laws of any foreign country in which the Company or any of its subsidiaries conducts any business or owns any property or assets, the failure to obtain or make would not have a Company Material Adverse Effect, Effect on AIC or (y) as are set forth in materially impair the Company Disclosure Letterability 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. (a) The Company has the all requisite corporate power and authority to enter into this Agreement and, subject to adoption receipt of this Agreement by Company stockholder approval (the holders of a majority of the outstanding shares of Common Stock"Company Stockholder Approval"), 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 and no other corporate proceedings on the part of the Company are necessary to adoption of authorize this Agreement by or to consummate the holders of a majority transactions contemplated hereby, subject, in the case of the outstanding shares Merger, to receipt of Common Stockthe Company Stockholder Approval. 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 termsterms (subject to applicable bankruptcy, solvency, fraudulent transfer, reorganization, moratorium and other Laws affecting creditors' rights generally from time to time in effect and by general principles of equity). The execution and delivery As of the Operative Agreements do notdate hereof, and the consummation Board of Directors of the Transactions Company, at a meeting duly called and compliance with held at which all the provisions of 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 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 directors of the Company were present in person or any of its subsidiaries underby telephone, duly and unanimously adopted resolutions (i) approving and declaring advisable this Agreement, the Restated Certificate of Incorporation or By-laws of Merger and the Company or the comparable charter or organizational documents of any of its subsidiariesother transactions contemplated by this Agreement, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable directing that the adoption of this Agreement be submitted to a vote at a meeting of the stockholders of the Company or any of its subsidiaries or their respective properties or assets or and (iii) subject to recommending that 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 subsidiaries or their respective properties or assets, other than, in the case of clause (ii), any such conflicts, violations, defaults, rights or Liens that individually or in the aggregate would not (x) have a material adverse effect on the Company and its subsidiaries taken as a whole, (y) impair the ability stockholders of the Company to perform its obligations under this Agreement or (z) prevent the consummation of any of the Transactions (a "Company Material Adverse Effect"). No consent, approval, order or authorization of, or registration, declaration or filing with, any Federal, state or local government or any court, administrative or regulatory agency or commission or other governmental authority or agency, domestic or foreign (a "Governmental Entity"), is required by or with respect to the Company or any of its subsidiaries in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the Transactions, except for (i) the filing 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 adoption by the Company's stockholders of adopt this Agreement, if such adoption is required by law (as amended or supplemented from time to time, the "Proxy Statement"), and (z) such reports under Section 13(a) of the Exchange Act as may be required in connection with the Operative Agreements and the Transactions, (iii) the filing of the Certificate of Merger with the Delaware Secretary of State and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business and (iv) such other consents, approvals, orders, authorizations, registrations, declarations and filings (x) as may be required under the laws of any foreign country in which the Company or any of its subsidiaries conducts any business or owns any property or assets, the failure to obtain or make would not have a Company Material Adverse Effect, or (y) as are set forth in the Company Disclosure Letter.

Authority; Noncontravention. The Company 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 StockStockholder Approval, 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 adoption the Stockholder Approval of this Agreement. Assuming the due authorization, execution and delivery of this Agreement by the holders of a majority of the outstanding shares of Common Stock. This Parent and Sub, 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 the Operative Agreements do this Agreement does not, and the consummation of the Transactions transactions contemplated by this Agreement and compliance with the provisions of the Operative Agreements 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 or any of its subsidiaries under, (i) the Restated Certificate articles of Incorporation incorporation or Byby-laws of the Company or the comparable charter or organizational documents of any of its subsidiaries, (ii) any contract for the provision of any form of gaming services or products between the Company 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 or any of its subsidiaries or their respective properties or assets assets, except as set forth in SECTION 3.1(D) of the Company Disclosure Schedule 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 or any of its subsidiaries or their respective properties or assets, other than, in the case of clause clauses (ii) or (iii), any such conflicts, violations, defaults, defaults or rights or Liens that individually or in the aggregate would not (xA) have a material adverse effect Material Adverse Effect on the Company and its subsidiaries taken as a wholeCompany, (yB) impair in any material respect the ability of the Company to perform its obligations under this Agreement or (zC) prevent or materially delay the consummation of any of the Transactions (a "Company Material Adverse Effect")transactions contemplated by this Agreement. 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 foreign, including, without limitation, the National Indian Gaming Commission, or any other tribal or governmental authority regulating any form of gaming (a "Governmental EntityGOVERNMENTAL ENTITY"), is required by or with respect to the Company or any of its subsidiaries in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the Transactionstransactions contemplated by this Agreement, except for (i) the filing with the Federal Trade Commission and the Antitrust Division of the Department of Justice (the "SPECIFIED AGENCIES") of a premerger notification and report form by the Company under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX XxxXXX"), (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 adoption by the Company's stockholders of this Agreement, if such adoption is required by law (as amended or supplemented from time to time, the "Proxy Statement"), and (z) such reports under Section 13(a) of the 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 Certificate articles of Merger merger with the Delaware Secretary of State of the State of Nevada and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business, (iv) the approval by (A) the Nevada State Gaming Control Board and the Nevada Gaming Commission under the Nevada Gaming Control Act and the rules and regulations promulgated thereunder and (B) other gaming regulatory bodies in jurisdictions where the Company or its subsidiaries are engaged in business and (ivv) such other consents, approvals, orders, authorizations, registrations, declarations and filings (x) as may be required under the laws of any foreign country in which the Company or any of its subsidiaries conducts any business or owns any property or assets, the failure of which to obtain be obtained or make made would not have a Company Material Adverse EffectEffect on the Company, or (y) as are set forth impair in any material respect the ability of the Company Disclosure Letter.to perform its obligations under this Agreement or prevent or materially delay the consummation of any of the transactions contemplated by this

Authority; Noncontravention. The Company has the requisite corporate power and authority to enter into this Agreement and, subject to adoption the Company Stockholder Approval (as defined below) required in connection with the consummation of the Merger, to consummate the transactions contemplated by this Agreement Agreement. The Merger requires the approval by the affirmative vote of the holders of a majority of the outstanding shares Shares (the "Company Stockholder Approval"), which approval is the only vote of Common Stock, the holders of any class or series of the capital stock of the Company necessary to consummate approve the TransactionsMerger and this Agreement and the transactions contemplated hereby. 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 adoption of this Agreement by except for the holders of a majority Company Stockholder Approval in connection with the consummation of the outstanding shares of Common StockMerger. 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 the Operative Agreements do this Agreement does not, and the consummation of the Transactions transactions contemplated by this Agreement and compliance with the provisions of the Operative Agreements 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 (as defined below) upon any of the properties or assets of the Company or any of its subsidiaries under, (i) except as disclosed in Section 4.1(c)(i) of the Restated Certificate Disclosure Schedule, the Articles of Incorporation or By-laws bylaws of the Company or the comparable charter or organizational documents of any of its subsidiariesCompany, (ii) except as disclosed in Section 4. 1(c)(ii) of the Disclosure Schedule, any loan or credit agreement, note, bond, mortgage, indenture, Lien, lease or any other contract, agreement, instrument, permit, commitment, concession, franchise or license applicable to the Company or any of Company, its subsidiaries or their respective properties or assets assets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any of its subsidiaries or their respective properties or assets, other than, in the case of clause (ii), than any such conflicts, violations, defaultsor defaults that, rights or Liens that individually or in the aggregate aggregate, would not (x) have a material adverse effect on the Company and its subsidiaries taken as a whole, (y) impair the ability of the Company to perform its obligations under this Agreement or (z) prevent the consummation of any of the Transactions (a "Company Material Adverse Effect"). No consent, approval, order franchise, order, license, permit, waiver or authorization of, or registration, declaration or filing withwith or exemption, notice, application, or certification by or to (collectively, "Consents") any Federalfederal, state or local government or any arbitration panel or any court, tribunal, administrative or regulatory agency or commission or other governmental authority authority, department, bureau, commission or agency, domestic or foreign (a "Governmental Entity"), is required by or with respect to the Company or any of its subsidiaries in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the Transactions, 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 adoption by the Company's stockholders of this Agreement, if such adoption is required by law (as amended or supplemented from time to time, the "Proxy Statement"), and (z) such reports under Section 13(a) of the Exchange Act as may be required in connection with the Operative Agreements and the Transactions, (iii) the filing of the Certificate of Merger with the Delaware Secretary of State and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business and (iv) such other consents, approvals, orders, authorizations, registrations, declarations and filings (x) as may be required under the laws of any foreign country in which the Company or any of its subsidiaries conducts any business or owns any property or assets, the failure to obtain or make would not have a Company Material Adverse Effect, or (y) as are set forth in the Company Disclosure Letter.this

Authority; Noncontravention. The Company Purchaser 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 Purchaser and the consummation by the Company Purchaser of the Transactions transactions contemplated hereby have been duly authorized by all necessary corporate and stockholder action on the part of the Company, subject to adoption of this Agreement by the holders of a majority of the outstanding shares of Common StockPurchaser. This Agreement has been duly executed and delivered by the Company Purchaser and assuming that this Agreement constitutes a valid and binding obligation of the CompanyParent and the Seller, constitutes, a valid and binding obligation of the Purchaser, enforceable against the Company it 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 execution and delivery of the Operative Agreements this Agreement do not, and the consummation of the Transactions transactions contemplated hereby and compliance with the provisions hereof will not, (a) conflict with any of the Operative Agreements will notprovisions of the certificate or articles of incorporation or bylaws of the Purchaser, in each case as amended to the date of this Agreement or the Closing Date, as applicable, (b) subject to the governmental filings and other matters referred to in Section 3.3, conflict with, or result in any violation of, a breach of or default under (with or without notice or lapse of time, or both) underany contract, agreement, indenture, mortgage, deed of trust, lease or give rise other instrument to which the Purchaser is a right of termination, cancellation party or acceleration of any obligation or to loss of a material benefit under, or result in by which the creation of any Lien upon any of the properties or assets of the Company Purchaser or any of its subsidiaries underassets is bound or subject, (i) the Restated Certificate of Incorporation or By-laws of the Company or the comparable charter or organizational documents of any of its subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to the Company or any of its subsidiaries or their respective properties or assets or (iiic) subject to the governmental filings and other matters referred to in the following sentenceSection 3.3, contravene any domestic or foreign Law or any order, writ, judgment, orderinjunction, decree, statutedetermination or award currently in effect, law, ordinance, rule or regulation applicable to the Company or any of its subsidiaries or their respective properties or assets, other thanwhich, in the case of clause clauses (ii)b) and (c) above would reasonably be expected to have, any such conflicts, violations, defaults, rights or Liens that individually or in the aggregate would not (x) have aggregate, a material adverse effect on the Company and its subsidiaries taken as a whole, (y) impair the ability of the Company to perform its obligations under this Agreement or (z) prevent the consummation of any of the Transactions (a "Company Material Adverse Purchaser Effect"). No consent, approval, order or authorization of, or registration, declaration or filing with, any Federal, state or local government or any court, administrative or regulatory agency or commission or other governmental authority or agency, domestic or foreign (a "Governmental Entity"), is required by or with respect to the Company or any of its subsidiaries in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the Transactions, except for (i) the filing 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 adoption by the Company's stockholders of this Agreement, if such adoption is required by law (as amended or supplemented from time to time, the "Proxy Statement"), and (z) such reports under Section 13(a) of the Exchange Act as may be required in connection with the Operative Agreements and the Transactions, (iii) the filing of the Certificate of Merger with the Delaware Secretary of State and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business and (iv) such other consents, approvals, orders, authorizations, registrations, declarations and filings (x) as may be required under the laws of any foreign country in which the Company or any of its subsidiaries conducts any business or owns any property or assets, the failure to obtain or make would not have a Company Material Adverse Effect, or (y) as are set forth in the Company Disclosure Letter.

Authority; Noncontravention. The Company 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 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 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 Except as set forth in Section 2.1(d) of the Company Disclosure Schedule, the execution and delivery of the Operative Agreements this Agreement do not, and the consummation of the Transactions transactions contemplated by this Agreement and compliance with the provisions of the Operative Agreements 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 subsidiaries under, (i) the Restated Certificate certificate of Incorporation incorporation or Byby-laws of the Company or the comparable charter or organizational documents of any of its subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to the Company or any of its subsidiaries or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any of its subsidiaries or their respective properties or assets, other than, in the case of clause clauses (ii) and (iii), any such conflicts, violations, defaults, rights rights, losses or Liens that individually or in the aggregate would could not reasonably be expected to (x) have a material adverse effect on the Company and its subsidiaries taken as a wholeMaterial Adverse Effect, (y) impair the Company's ability of the Company to perform its obligations under this Agreement or (z) prevent or materially delay the consummation of any of the Transactions (a "Company Material Adverse Effect")transactions contemplated by this Agreement. No consent, approval, order or authorization of, or registration, declaration or filing withwith or exemption by (collectively, "Consents") any Federal, state or local government or any court, administrative or regulatory agency or commission or other governmental authority or agency, domestic or foreign (a "Governmental Entity"), is required by or with respect to the Company or any of its subsidiaries in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the 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 adoption by the Company's stockholders of this Agreement, if such adoption is required by law (as amended or supplemented from time to time, the "Proxy Statement"), 14D-9 and (z) such reports under Section 13(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the Securities Act of 1933, as amended (the "Securities Act") as may be required in connection with the Operative Agreements this Agreement and the TransactionsTender Agreement and the transactions contemplated hereby and thereby, (iiiii) the filing of the Certificate of Merger with the Delaware Secretary of State and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business such filings as may be required under state securities or "blue sky" laws, and (iviii) such other consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to be made or obtained individually or in the aggregate could not reasonably be expected to (x) as may be required under the laws of any foreign country in which the Company or any of its subsidiaries conducts any business or owns any property or assets, the failure to obtain or make would not have a Company Material Adverse Effect, or (y) as are set forth in impair the Company Disclosure LetterCompany's ability to perform its obligations under this Agreement or (z) prevent or materially delay the consummation of the transactions contemplated by this Agreement.

Authority; Noncontravention. The Company has the requisite corporate power and authority to enter into this Agreement and, subject and to adoption of this Agreement by the holders of a majority of the outstanding shares of Common Stock, to consummate the Transactionscarry out its obligations hereunder. 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 adoption of this Agreement by subject, in the holders of a majority case of the outstanding shares Merger, to the approval of Common Stockits shareholders as set forth in Section 5.2. This Agreement has been duly executed and delivered by the Company and, assuming this Agreement has been duly executed and delivered by Nipsco, constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to creditors' rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). The Except as set forth in Section 3.4 of the Company Disclosure Schedule, the execution and delivery of the Operative Agreements this Agreement do not, and the consummation of the Transactions transactions contemplated by this Agreement and compliance with the provisions hereof will not, (i) conflict with any of the Operative Agreements will notprovisions of the Articles of Organization or By-Laws of the Company or the comparable documents of any of its Subsidiaries or conflict with the joint venture agreement or comparable document of any joint venture, partnership or other business association or entity to which the Company or a Subsidiary is a party, (ii) subject to the governmental filings and other matters referred to in the following sentence, conflict with, or result in any 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 (the "Company Required Consents") of any Lien upon person under, any of the properties indenture or assets of other agreement, permit, concession, franchise, license or similar instrument or undertaking to which the Company or any of its subsidiaries under, (i) the Restated Certificate of Incorporation Subsidiaries is a party or By-laws of the Company or the comparable charter or organizational documents of any of its subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to by which the Company or any of its subsidiaries 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 of America or any of its subsidiaries political subdivision thereof or their respective properties therein, or assetsany order, other thanwrit, judgment, injunction, decree, determination or award currently in effect, except where, in the case of clause clauses (ii)) and (iii) above, any such conflicts, violationsbreaches, defaultsdefaults and similar matters, rights or Liens that would not, individually or in the aggregate would not (x) aggregate, have a material adverse effect on the Company and its subsidiaries taken as a whole, (y) impair the ability of the Company to perform its obligations under this Agreement or (z) prevent the consummation of any of the Transactions (a "Company Material Adverse Effect")Effect or materially and adversely affect the Company's ability to consummate the transactions contemplated hereby. No consent, approval, order approval or authorization of, or registration, declaration or filing with, or notice to, any Federalgovernmental agency or regulatory body, state or local government or any court, administrative or regulatory agency or commission agency, commission, division, department, public body or other governmental authority or agency, domestic or foreign (a "Governmental Entity")) that has not been received or made, is required by or with respect to the Company or any of its 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 (ia) the filing of a premerger pre-merger notification and report form by the Company forms under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 1976, as amended (xxx the "XXX XxxHSR Act"), with respect to the Merger; (xxb) the filing of applications for authorization for the Merger with the Federal Energy Regulatory Commission (the "FERC"), the Massachusetts Department of Telecommunications and Energy ("MDTE"), the New Hampshire Public Utilities Commission ("NHMPUC") and the Maine Public Utilities Commission ("MNEPUC"); (c) the filing with the SEC Securities and Exchange Commission (the "SEC") of (x) the Schedule 14D-9, (y) a proxy or information statement (as defined in Section 5.1.1) to be included in the Registration Statement (as defined in Section 4.4) relating to the adoption approval by the Company's stockholders shareholders of this Agreementthe Company of the Merger and such reports under the Securities Exchange Act of 1934, if such adoption is required by law (as amended or supplemented from time to time, (the "Proxy StatementExchange Act"), 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 by this Agreement; (iiid) the filing of the Certificate articles of Merger merger with the Delaware Massachusetts Secretary of State and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business business; and (ive) such other consents, approvals, orders, authorizations, registrations, declarations and filings (x) or notices as may be required under the laws of any foreign country in which the Company or any of its subsidiaries conducts any business or owns any property or assets, the failure to obtain or make would not have a Company Material Adverse Effect, or (y) as are set forth in the Company Disclosure Letter.A-8

Authority; Noncontravention. The Company CHCI 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 CHCI and the consummation by the Company CHCI of the Transactions transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of CHCI, subject, in the Company, subject to adoption of this Agreement by the holders of a majority CHCI of the outstanding shares of Common StockMerger, to the CHCI Stockholder Approval. This Agreement has been duly executed and delivered by CHCI and, assuming the Company due authorization, execution and delivery by HUNAPU INC. and CHCI constitutes a the legal, valid and binding obligation of the CompanyCHCI, enforceable against the Company CHCI in accordance with its terms. The execution and delivery of the Operative Agreements this Agreement do not, and the consummation of the Transactions transactions contemplated by this Agreement and compliance with the provisions of the Operative Agreements 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 CHCI or any of its subsidiaries under, (i) the Restated Certificate certificate of Incorporation incorporation or By-laws Laws of the Company CHCI or the comparable charter or organizational documents of any of its subsidiaries, (ii) any ii)any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise license or license similar authorization applicable to the Company CHCI or any of its subsidiaries or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company CHCI or any of its subsidiaries or their respective properties or assets, other than, in the case CHCI of clause clauses (ii) and (iii), any such conflicts, violations, defaults, rights rights, losses or Liens that individually or in the aggregate would not (x) have a material adverse effect on the Company and its subsidiaries taken as a whole, CHCI or (y) reasonably be expected to impair the ability of the Company CHCI to perform its obligations under this Agreement or (z) prevent the consummation of any of the Transactions (a "Company Material Adverse Effect")Agreement. 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 Entitygovernmental entity"), ) is required by or with respect to the Company CHCI or any of its subsidiaries in connection with the execution and delivery of this Agreement by the Company CHCI or the consummation by the Company CHCI 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 adoption by the Company's stockholders of this Agreement, if such adoption is required by law (as amended or supplemented from time to time, the "Proxy Statement"), and (z) such reports under Section 13(a) of the Exchange Act as may be required in connection with the Operative Agreements and the Transactions, (iii1) the filing of the Certificate of Merger with the Delaware Secretary of State of Delaware and appropriate documents with the relevant authorities of other states in which the Company CHCI is qualified to do business and such filings with governmental entities to satisfy the applicable requirements of state securities or "blue sky" laws; and (iv2) such other consents, approvals, orders, authorizations, registrations, declarations and filings orders or authorizations the failure of which to be made or obtained individually or in the aggregate would not (x) as may be required under the laws of any foreign country in which the Company or any of its subsidiaries conducts any business or owns any property or assets, the failure to obtain or make would not have a Company Material Adverse Effect, material adverse effect on CHCI or (y) as are set forth in reasonably be expected to impair the Company Disclosure Letterability of CHCI to perform its obligations under this Agreement.

Authority; Noncontravention. The Company has the requisite corporate power and authority to enter into this Agreement and, subject and to adoption of this Agreement by the holders of a majority of the outstanding shares of Common Stock, to consummate the Transactionscarry out its obligations hereunder. 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 adoption of this Agreement by subject, in the holders of a majority case of the outstanding shares Merger, to the approval of Common Stockits shareholders as set forth in Section 5.2. This Agreement has been duly executed and delivered by the Company and, assuming this Agreement has been duly executed and delivered by Nipsco , constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to creditors' rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). The Except as set forth in Section 3.4 of the Company Disclosure Schedule, the execution and delivery of the Operative Agreements this Agreement do not, and the consummation of the Transactions transactions contemplated by this Agreement and compliance with the provisions hereof will not, (i) conflict with any of the Operative Agreements will notprovisions of the Articles of Organization or By-Laws of the Company or the comparable documents of any of its Subsidiaries or conflict with the joint venture agreement or comparable document of any joint venture, partnership or other business association or entity to which the Company or a Subsidiary is a party, (ii) subject to the governmental filings and other matters referred to in the following sentence, conflict with, or result in any 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 (the "Company Required Consents") of any Lien upon person under, any of the properties indenture or assets of other agreement, permit, concession, franchise, license or similar instrument or undertaking to which the Company or any of its subsidiaries under, (i) the Restated Certificate of Incorporation Subsidiaries is a party or By-laws of the Company or the comparable charter or organizational documents of any of its subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to by which the Company or any of its subsidiaries 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 of America or any of its subsidiaries political subdivision thereof or their respective properties therein, or assetsany order, other thanwrit, judgment, injunction, decree, determination or award currently in effect, except where, in the case of clause clauses (ii)) and (iii) above, any such conflicts, violationsbreaches, defaultsdefaults and similar matters, rights or Liens that would not, individually or in the aggregate would not (x) aggregate, have a material adverse effect on the Company and its subsidiaries taken as a whole, (y) impair the ability of the Company to perform its obligations under this Agreement or (z) prevent the consummation of any of the Transactions (a "Company Material Adverse Effect")Effect or materially and adversely affect the Company's ability to consummate the transactions contemplated hereby. No consent, approval, order approval or authorization of, or registration, declaration or filing with, or notice to, any Federalgovernmental agency or regulatory body, state or local government or any court, administrative or regulatory agency or commission agency, commission, division, department, public body or other governmental authority or agency, domestic or foreign (a "Governmental Entity")) that has not been received or made, is required by or with respect to the Company or any of its 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 (ia) the filing of a premerger pre-merger notification and report form by the Company forms under the XxxxHart-Xxxxx-Xxxxxx Antitrust Xxxitrust Improvements Act of 0000 1976, as amended (xxx the "XXX XxxHSR Act"), with respect to the Merger; (xxb) the filing of applications for authorization for the Merger with the Federal Energy Regulatory Commission (the "FERC"), the Massachusetts Department of Telecommunications and Energy ("MDTE"), the New Hampshire Public Utilities Commission ("NHMPUC") and the Maine Public Utilities Commission ("MNEPUC"); (c) the filing with the SEC Securities and Exchange Commission (the "SEC") of (x) the Schedule 14D-9, (y) a proxy or information statement (as defined in Section 5.1.1) to be included in the Registration Statement (as defined in Section 4.4)) relating to the adoption approval by the Company's stockholders shareholders of this Agreementthe Company of the Merger and such reports under the Securities Exchange Act of 1934, if such adoption is required by law (as amended or supplemented from time to time, (the "Proxy StatementExchange Act"), 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 by this Agreement; (iiid) the filing of the Certificate articles of Merger merger with the Delaware Massachusetts Secretary of State and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business business; and (ive) such other consents, approvals, orders, authorizations, registrations, declarations and filings (x) or notices as may be required under the laws are set forth in Section 3.4 of any foreign country in which the Company Disclosure Schedule or any of its subsidiaries conducts any business or owns any property or assetsas, in the failure aggregate could not reasonably be expected to obtain or make would not have a Company Material Adverse EffectEffect (collectively, or (y) as are set forth in the "Company Disclosure LetterRequired Statutory Approvals").

Authority; Noncontravention. The Company AMBICOM 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 AMBICOM and the consummation by the Company AMBICOM 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 adoption of this Agreement by the holders of a majority of the outstanding shares of Common StockAMBICOM. This Agreement has been duly executed and delivered by AMBICOM and, assuming the Company due authorization, execution and delivery by E-Care, constitutes a the only legal, valid and binding obligation obligations of the CompanyAMBICOM, enforceable against the Company AMBICOM in accordance with its terms. The execution and delivery of the Operative Agreements do this Agreement does not, and the consummation of the Transactions transactions contemplated by this Agreement and compliance with the provisions of the Operative Agreements 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 AMBICOM or any of its subsidiaries under, (i) the Restated Certificate articles of Incorporation incorporation or By-laws bylaws of the Company AMBICOM or the comparable charter or organizational documents of any of its subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise franchise, license or license similar authorization applicable to the Company AMBICOM or any of its subsidiaries or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company AMBICOM or any of its subsidiaries or their respective properties or assets, other than, in the case of clause clauses (ii) and (iii), any such conflicts, violations, defaults, rights rights, losses or Liens that individually or in the aggregate would not (x) have a material adverse effect on the Company and its subsidiaries taken as a whole, AMBICOM or (y) reasonably be expected to impair the ability of the Company AMBICOM to perform its obligations under this Agreement or (z) prevent the consummation of any of the Transactions (a "Company Material Adverse Effect")Agreement. No consent, approval, order or authorization of action by, or in respect of, or registration, declaration or filing with, any Federal, state or local 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 AMBICOM or any of its subsidiaries in connection with the execution and delivery of this Agreement by the Company AMBICOM or the consummation by the Company AMBICOM 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 adoption by the Company's stockholders of this Agreement, if such adoption is required by law (as amended or supplemented from time to time, the "Proxy Statement"), and (z) such reports under Section 13(a), 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 Certificate of Merger with the Delaware Secretary of State and appropriate documents with the relevant authorities of other states in which the Company AMBICOM is qualified to do business and such filings with Governmental Entities to satisfy the applicable requirements of state securities or "blue sky" laws; and (iv3) such other consents, approvals, orders, authorizations, registrations, declarations and filings orders or authorizations the failure of which to be made or obtained individually or in the aggregate would not (x) as may be required under the laws of any foreign country in which the Company or any of its subsidiaries conducts any business or owns any property or assets, the failure to obtain or make would not have a Company Material Adverse Effectmaterial adverse effect on AMBICOM, or (y) reasonably be expected to impair the ability of AMBICOM to perform its obligations under this Agreement. AMBICOM is not in material violation of, or in default under, (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 governmental agency or court, domestic or foreign, having jurisdiction over it or any of its properties or business. AMBICOM 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 operations as presently conducted and all such governmental and other licenses, permits, certifications, registrations, approvals, consents and other authorizations are set forth outstanding and in the Company Disclosure Lettergood standing and there are no existing actions, seeking to cancel, terminate or limit such licenses, permits, certifications, registrations, approvals or consents or authorizations.

Authority; Noncontravention. The Company FNF 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 by this Agreement. The execution and delivery of this Agreement by the Company FNF and the consummation by the Company FNF of the Transactions transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company, subject to adoption of this Agreement by the holders of a majority of the outstanding shares of Common StockFNF. This Agreement has been duly executed and delivered by FNF and, assuming this Agreement constitutes the Company valid and binding agreement of FNT, constitutes a valid and binding obligation of the CompanyFNF, enforceable against the Company FNF in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency (including all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting creditors' rights generally and subject to the effect of general principles of equity. The Except as set forth in Section 3.1(c) of the Disclosure Schedule, the execution and delivery of the Operative Agreements this Agreement do not, and the consummation of the Transactions transactions contemplated by this Agreement and compliance with the provisions hereof will not, (x) conflict with any of the Operative Agreements will notprovisions of the Organizational Documents of FNF or of any Subject Company or Subject Company Subsidiary, (y) subject to the matters referred to in the next 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, require the consent of any Person under, or result in the creation of any Lien upon on any property or asset of the properties FNF or assets of the any Subject Company or any of its subsidiaries Subject Company Subsidiary under, (i) the Restated Certificate of Incorporation or By-laws of the Company or the comparable charter or organizational documents of any of its subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease indenture or other agreement, instrument, permit, concessionfranchise, franchise license or license applicable other instrument or undertaking to the which FNF or such Subject Company or Subject Company Subsidiary is a party or by which FNF or any Subject Company or Subject Company Subsidiary or any of its subsidiaries their assets is bound or their respective properties or assets affected, or (iiiz) subject to the governmental filings and other matters referred to in the following next sentence, contravene any judgment, order, decree, statute, law, ordinance, rule rule, regulation, order, judgment, injunction, decree, determination or regulation award applicable to the FNF or any Subject Company or Subject Company Subsidiary or any of its subsidiaries or their respective properties or assets, other thanwhich, in the case of clause clauses (ii)y) and (z) above, any such conflicts, violations, defaults, rights or Liens that individually or in the aggregate aggregate, would not reasonably be expected to have an FNF Material Adverse Effect (xin the case of FNF) have or a material adverse effect on Subject Company Material Adverse Effect (in the case of any Subject Company and its subsidiaries taken as a whole, (y) impair the ability of the Company to perform its obligations under this Agreement or (z) prevent the consummation of any of the Transactions (a "Company Material Adverse Effect"subsidiaries). No consent, approval, order approval or authorization of, or registration, declaration or filing with, any Federalor notice to, state or local government or any court, administrative tribunal, arbitrator or regulatory agency any government or commission political subdivision thereof, whether federal, state, county, local or other governmental authority foreign, or any agency, domestic authority, official or foreign instrumentality of any such government or political subdivision (a "Governmental Entity"), is required by or with respect to FNF, the Company Subject Companies or any of its subsidiaries the Subject Company Subsidiaries in connection with the execution and delivery of this Agreement by the Company FNF or the consummation by the Company FNF of the Transactionstransactions contemplated hereby, except for (i) the filing of a premerger notification and report form by the Company approvals, filings or notices required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements insurance laws of the jurisdictions set forth in Section 3.1(c) of the Disclosure Schedule, (ii) the filing with the Securities and Exchange Commission (the "SEC") of such reports and other filings under the Securities Exchange Act of 0000 1934, as amended (xxx the "XXX XxxExchange Act"), as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (xxiii) the filing with the SEC of (x) the Schedule 14D-9Form S-1, (y) a proxy or information statement relating to the adoption by the Company's stockholders of this Agreement, if such adoption is required by law (as amended or supplemented from time to time, the "Proxy Statement"), and (z) such reports under Section 13(a) of the Exchange Act as may be required in connection with the Operative Agreements and the Transactions, (iii) the filing of the Certificate of Merger with the Delaware Secretary of State and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business and (iv) such other consents, approvals, ordersauthorizations, declarations, filings or notices as are set forth in Section 3.1(c) of the Disclosure Schedule, and (v) such other consents, approvals, authorizations, registrationsdeclarations, declarations and filings (x) as may be required under the laws of any foreign country in which the Company or any of its subsidiaries conducts any business or owns any property or assets, notices the failure to obtain or make which, in the aggregate, would not have an FNF Material Adverse Effect (in the case of FNF) or a Subject Company Material Adverse Effect, or Effect (y) as are set forth in the case of any Subject Company Disclosure Letterand its subsidiaries).

Authority; Noncontravention. The Company Such Representor and each of its ---------------------------- Subsidiaries, if any, 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, its Relevant Agreements and to consummate the Transactionstransactions contemplated by each of its Relevant Agreements. The execution and delivery by such Representor and each of this Agreement by the Company its Subsidiaries, if any, of its Relevant Agreements and the consummation by the Company such Representor and such Subsidiaries of the Transactions Restructuring Transaction have been duly authorized by all necessary corporate or partnership action on the part of the Companysuch Representor and such Subsidiaries. Each Relevant Agreement of such Representor and each of its Subsidiaries, subject to adoption of this Agreement by the holders of a majority of the outstanding shares of Common Stock. This Agreement if any, has been (or upon execution will be), duly executed and delivered by the Company such Representor or Subsidiary, as applicable, and constitutes (or upon execution will constitute) a valid and binding obligation of the Companysuch Representor or Subsidiary, as applicable, enforceable against the Company such Representor or Subsidiary, as applicable, in accordance with its their respective terms. The execution and delivery of the Operative Agreements do each Relevant Agreement of such Representor or any of its Subsidiaries, if any, does not, and the consummation of the Transactions Restructuring Transaction and compliance with the provisions of the Operative such Relevant 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 such Representor or any of its subsidiaries Subsidiary under, (i) the Restated Certificate its certificate of Incorporation incorporation or Byby-laws of the Company or the comparable charter or organizational documents of any of its subsidiariespartnership agreement, as applicable, (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 Representor or any of its subsidiaries 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 applicable to the Company such Representor or any of its subsidiaries Subsidiary or their respective properties or assets, other than, in the case of clause (ii), any such conflicts, violations, defaults, rights or Liens that individually or in the aggregate would not (x) have a material adverse effect on the Company and its subsidiaries taken as a whole, (y) impair the ability of the Company to perform its obligations under this Agreement or (z) prevent the consummation of any of the Transactions (a "Company Material Adverse Effect")Effect on such Representor. 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 such Representor or any of its subsidiaries in connection with (I) the execution and delivery of this any Relevant Agreement by the Company of such Representor or any of its Subsidiaries, if any, or (II) the consummation by the Company such Representor or any of its Subsidiaries, if any of the TransactionsRestructuring Transaction, except for (i) the filing of a premerger notification and report form by the Company such Representor under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx")HSR Act, (xxii) applicable approvals of the FCC pursuant to the Communications Act, (iii) the filing with the SEC of (x) the Schedule 14D-9Proxy Statement/Prospectus, (y) a proxy or information statement relating to the adoption by the Company's stockholders of this Agreement, if such adoption is required by law (as amended or supplemented from time to time, the "Proxy Statement"), Form S-4 and (z) such reports under Section 13(a) of the Exchange Act Act, as may be required in connection with the Operative Agreements this Agreement and the TransactionsRestructuring Transaction, (iiiiv) the filing of the Certificate a certificate of Merger with the Delaware Secretary of State merger and appropriate documents with the relevant authorities of other states in which the Company such Representor is qualified to do business and (ivv) such other consents, approvals, orders, authorizations, registrations, declarations and filings (x) as may be required under the laws of any foreign country in which the Company or any of its subsidiaries conducts any business or owns any property or assets, the failure to obtain or make would not have a Company Material Adverse Effect, or (y) as are set forth in the Company Disclosure Letteron such Representor's Schedule 5.02(c).

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 StockCompany Stockholder Approval, to consummate the Transactionstransactions contemplated by this Agreement. The execution and delivery of this Agreement by the Company and and, subject to the Company Stockholder Approval, 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 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 Company, and assuming the due authorization, execution and delivery by Parent and Merger Sub, constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms. The execution and delivery of the Operative Agreements this Agreement do not, and the consummation of the Transactions transactions contemplated by this Agreement and compliance with the provisions of the Operative Agreements 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 subsidiaries the Company's Subsidiaries under, (i) the Restated Certificate certificate of Incorporation incorporation or By-laws bylaws of the Company or the comparable charter or organizational documents of any of its subsidiariesthe Company's Subsidiaries, (ii) any loan or loan, 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 subsidiaries the Company's 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 subsidiaries Subsidiaries or their respective properties or assets, other than, in the case of clause clauses (ii) and (iii), any such conflicts, violations, defaults, rights rights, losses or Liens that are not, individually or in the aggregate would not (x) aggregate, reasonably likely to have a material adverse effect Material Adverse Effect on the Company and its subsidiaries taken as a whole, (y) impair the ability of the Company to perform its obligations under this Agreement or (z) prevent the consummation of any of the Transactions (a "Company Material Adverse Effect")Company. No consent, approval, order or authorization of, action by, or in respect of, or registration, declaration or filing with, any Federal, state or local 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 subsidiaries the Company's Subsidiaries in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the Transactionstransactions contemplated by this Agreement, except for (i1) the filing of a premerger notification and report form by the Company under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 HSR Act; (xxx "XXX Xxx"), (xx2) the filing with the SEC of (xA) the Schedule 14D-9Form S-4, (yB) a proxy or information statement relating to the adoption by the Company's stockholders of this Agreement, if such adoption is required by law (as amended or supplemented from time to time, the "Company Proxy Statement"), Statement under 14a-101 and (zC) 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; (iii3) the filing of the Certificate of Merger with the Delaware Secretary of State and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business and business; (iv4) such other consents, approvals, orders, authorizations, registrations, declarations and filings (x) as may be required under the laws of any foreign country in which the Company orders or any of its 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 Company Material Adverse EffectEffect on the Surviving Corporation. The Consents referred to in the immediately preceding sentence, together with any Consents disclosed or (yrequired to be disclosed in Section 3.02(d) as are set forth in of the Company Disclosure LetterSchedule, are referred to herein as the "Company 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 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 adoption of this Agreement by subject, in the holders of a majority case of the outstanding shares of Common StockMerger, to the Company 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 Operative Agreements do Company does not, and the consummation of the Transactions transactions contemplated by this Agreement and compliance with the provisions of this Agreement by the Operative Agreements 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 subsidiaries under, (i) the Restated Certificate of Incorporation or By-laws of the Company or the comparable charter or organizational documents of any of its 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 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 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 clause clauses (ii) and (iii), any such breaches, conflicts, violations, defaults, rights rights, losses or Liens that that, individually or in the aggregate aggregate, would not (x) have or result in a material adverse effect on the Company and its subsidiaries taken as a whole, (y) 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 Transactions (a "Company Material Adverse Effect")Agreement. 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 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 adoption by the Company's stockholders of this Agreement, if such adoption is required by law (as amended or supplemented from time to time, the "Proxy 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 Certificate of Merger with the Delaware Secretary of State and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business Disclosure Letter; and (ivv) such other consents, approvals, orders, authorizations, actions, registrations, declarations and or filings (x) as may be required under the laws of any foreign country in which the Company or any of its subsidiaries conducts any business or owns any property or assets, the failure of which to obtain be made or make obtained (as applicable), individually or in the aggregate, would not have or result in a Company Material Adverse Effect, or (y) as are set forth in material adverse effect on the Company Disclosure Letterand 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 has the requisite corporate power and authority to enter into this Agreement, the Registration Rights Agreement and, subject to adoption of this Agreement by and the holders of a majority of the outstanding shares of Common Stock, Warrants and to consummate the Contemplated Transactions. The execution and delivery of this Agreement, the Registration Rights Agreement and the Warrants by the Company and the consummation by the Company of the Contemplated Transactions have been duly authorized by all necessary corporate action on the part of the Company, subject to adoption of this Agreement by the holders of a majority approval of the outstanding shares Company's stockholders of Common Stockthe issuance and sale of the Additional Securities to the Investor. 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 the effect of applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the rights of creditors generally and the effect of general principles of equity. The Each of this Agreement, the Registration Rights Agreement and the Initial Warrants constitute, and, when duly executed and delivered by the Company at the Second Closing, the Additional Warrants shall constitute, a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the effect of applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the rights of creditors generally and the effect of general principles of equity. Except as disclosed in Section 3.2(d) of the Disclosure Schedule, the execution and delivery of this Agreement, the Operative Agreements do Registration Rights Agreement and the Warrants does not, and the consummation of the Contemplated Transactions and compliance with the provisions of the Operative Agreements 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 cancellation, payment or acceleration of or "put" right with respect to any obligation or to the loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company or any of its subsidiaries Subsidiaries under, (i) the Restated Certificate of Incorporation or By-laws Bylaws of the Company or the comparable charter or organizational documents Organizational Documents of any of its subsidiariesSubsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease lease, contract or other agreement, instrument, permit, concession, franchise or license applicable to the Company or any of its subsidiaries Subsidiaries or their respective properties or assets which is material to the Company and its Subsidiaries taken as a whole ("MATERIAL CONTRACTS") 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 its subsidiaries Subsidiaries or their respective properties or assets, other than, in the case of clause clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights rights, losses or Liens that individually or in the aggregate would not (x) have a material adverse effect on the Company Material Adverse Effect and its subsidiaries taken as a whole, (y) impair would not prevent or materially hinder or delay the ability of the Company to perform its obligations under this Agreement or (z) prevent consummate the consummation of any of the Transactions (a "Company Material Adverse Effect")Contemplated 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 agency, domestic or foreign foreign, (each a "Governmental EntityGOVERNMENTAL ENTITY" and collectively, "GOVERNMENTAL ENTITIES"), or any other Person, is required by or with respect to the Company or any of its subsidiaries Subsidiaries in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the Contemplated Transactions, except for (i) 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") (with respect to the consummation of the Second Closing only) (the "HSR Filing"), (xxii) the filing with the SEC Securities and Exchange Commission (the "SEC") of (x) the Schedule 14D-9Proxy Statement, and (y) a proxy such other reports or information statement relating to schedules under the adoption by the Company's stockholders Securities Exchange Act of this Agreement1934, if such adoption is required by law (as amended or supplemented from time to time, (the "Proxy StatementEXCHANGE ACT"), 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 Contemplated Transactions, (iii) the filing Company Stockholder Approval (with respect to the consummation of the Certificate of Merger with the Delaware Secretary of State and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business Second Closing only), and (iv) such other consents, approvals, orders, authorizations, registrations, declarations and declarations, filings (x) as may be required under the laws of any foreign country in or notices for which the Company absence of such would not, individually or any of its subsidiaries conducts any business or owns any property or assetsin the aggregate, the failure to obtain or make would not have a Company Material Adverse Effect, Effect or (y) as are set forth in Section 3.2(d) of the Company Disclosure LetterSchedule; provided that the exceptions set forth in clauses (ii)(x) and (iii) above shall not apply if the NASD Determination Letter is obtained.

Authority; Noncontravention. The Company Purchaser 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 Purchaser and the consummation by the Company Purchaser of the Transactions transactions contemplated hereby have been duly authorized by all necessary corporate and stockholder action on the part of the Company, subject to adoption of this Agreement by the holders of a majority of the outstanding shares of Common StockPurchaser. This Agreement has been duly executed and delivered by the Company Purchaser and assuming that this Agreement constitutes a valid and binding obligation of the CompanyParent and the Seller, constitutes, a valid and binding obligation of the Purchaser, enforceable against the Company it 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 execution and delivery of the Operative Agreements this Agreement do not, and the consummation of the Transactions transactions contemplated hereby and compliance with the provisions hereof will not, (a) conflict with any of the Operative Agreements will notprovisions of the certificate or articles of incorporation or bylaws of the Purchaser, in each case as amended to the date of this Agreement or the Closing Date, as applicable, (b) subject to the governmental filings and other matters referred to in Section 3.3, conflict with, or result in any violation of, a breach of or default under (with or without notice or lapse of time, or both) underany contract, agreement, indenture, mortgage, deed of trust, lease or give rise other instrument to which the Purchaser is a right of termination, cancellation party or acceleration of any obligation or to loss of a material benefit under, or result in by which the creation of any Lien upon any of the properties or assets of the Company Purchaser or any of its subsidiaries underassets is bound or subject, (i) the Restated Certificate of Incorporation or By-laws of the Company or the comparable charter or organizational documents of any of its subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to the Company or any of its subsidiaries or their respective properties or assets or (iiic) subject to the governmental filings and other matters referred to in the following sentenceSection 3.3, contravene any domestic or foreign Law or any order, writ, judgment, orderinjunction, decree, statutedetermination or award currently in effect, law, ordinance, rule or regulation applicable to the Company or any of its subsidiaries or their respective properties or assets, other thanwhich, in the case of clause clauses (ii)b) and (c) above would reasonably be expected to have, any such conflicts, violations, defaults, rights or Liens that individually or in the aggregate would not (x) have aggregate, a material adverse effect on the Company and its subsidiaries taken as a whole, (y) impair the ability of the Company to perform its obligations under this Agreement or (z) prevent the consummation of any of the Transactions (a "Company Material Adverse Purchaser Effect"). No consent, approval, order or authorization of, or registration, declaration or filing with, any Federal, state or local government or any court, administrative or regulatory agency or commission or other governmental authority or agency, domestic or foreign (a "Governmental Entity"), is required by or with respect to the Company or any of its subsidiaries in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the Transactions, except for (i) the filing 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 adoption by the Company's stockholders of this Agreement, if such adoption is required by law (as amended or supplemented from time to time, the "Proxy Statement"), and (z) such reports under Section 13(a) of the Exchange Act as may be required in connection with the Operative Agreements and the Transactions, (iii) the filing of the Certificate of Merger with the Delaware Secretary of State and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business and (iv) such other consents, approvals, orders, authorizations, registrations, declarations and filings (x) as may be required under the laws of any foreign country in which the Company or any of its subsidiaries conducts any business or owns any property or assets, the failure to obtain or make would not have a Company Material Adverse Effect, or (y) as are set forth in the Company Disclosure Letter.

Authority; Noncontravention. The Public Company 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 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 Public Company and the consummation by the Public Company of the Transactions transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Public Company and is in compliance with the Company, subject to adoption Plan of this Agreement Bankruptcy as confirmed by the holders of a majority of the outstanding shares of Common StockCourt. This Agreement has been duly executed and delivered by Public Company and, assuming this Agreement constitutes the Company valid and binding agreement of Holding Co and the Shareholders, constitutes a valid and binding obligation of the Public Company, enforceable against the Public Company 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 enforceability is considered in a proceeding at law or in equity). The execution and delivery of the Operative Agreements this Agreement do not, and the consummation of the Transactions transactions contemplated by this Agreement and compliance with the provisions hereof, will not, (x) conflict with any of the Operative Agreements will notprovisions of the charter documents or bylaws of Public Company, (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 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, ground lease or similar instrument or undertaking to which Public Company is a party or by which Public Company or any of its subsidiaries underassets are bound or affected, (i) result in the Restated Certificate creation or imposition of Incorporation a Lien against any material asset of Public Company, which, singly or By-laws of in the aggregate, would have a Public Company or the comparable charter or organizational documents of any of its subsidiariesMaterial Adverse Effect, (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 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, statutedetermination or award binding on Public Company currently in effect, law, ordinance, rule or regulation applicable to the Company or any of its subsidiaries or their respective properties or assets, other than, which in the case of clause clauses (ii)y) and (z) above, any such conflicts, violations, defaults, rights or Liens that individually singly or in the aggregate aggregate, would not (x) have a material adverse effect on the Company and its subsidiaries taken as a whole, (y) impair the ability of the Company to perform its obligations under this Agreement or (z) prevent the consummation of any of the Transactions (a "Public Company Material Adverse Effect"). 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 Public Company or any of its subsidiaries in connection with the execution and delivery of this Agreement by the Public Company or the consummation by the Public Company 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 adoption by the Company's stockholders of this Agreement, if such adoption is required by law (as amended or supplemented from time to time, the "Proxy Statement"), and (z) such reports under Section 13(a) of the Exchange Act as may be required in connection with the Operative Agreements and the Transactions, (iii) the filing of the Certificate of Merger with the Delaware Secretary of State and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business and (iv) such other consents, approvals, orders, authorizations, registrationsdeclarations, declarations filings and filings (x) 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 subsidiaries conducts any business or owns any property or assets, the failure to obtain or make would not have a Public Company Material Adverse Effect, or (y) as are set forth in the Company Disclosure Letter.

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 StockCompany Stockholder Approval, to consummate the Transactionstransactions contemplated by this Agreement. The Board of Directors of the Company has unanimously approved this Agreement and the transactions contemplated by this Agreement, and has resolved to recommend to the Company's shareholders that they give the Company Stockholder Approval. 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 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 each of the other parties hereto, constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its termsterms (subject to bankruptcy, insolvency, moratorium, reorganization or similar Laws affecting the rights of creditors generally and the availability of equitable remedies). The execution and delivery of the Operative Agreements do not, this Agreement and the consummation of the Transactions transactions contemplated by this Agreement and compliance with the provisions of the Operative Agreements this Agreement will not, not conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation termination or acceleration of any obligation or to loss of a any material benefit rights under, or result in the creation of any Lien upon any of the properties or assets of the Company or any of its subsidiaries Company Subsidiary under, (i) the Amended and Restated Certificate of Incorporation or By-laws Amended and Restated Bylaws of the Company or the comparable charter or organizational documents of any of its subsidiariesCompany Subsidiary, (ii) any written contract, loan or credit agreement, note, bond, mortgage, indenture, lease or other property agreement, instrumentpartnership or joint venture agreement or other legally binding agreement (a "Contract") or Permit, permit, concession, franchise or license applicable to the Company or any of its subsidiaries Company Subsidiary or their respective properties or assets or (iii) subject to the governmental filings and the obtaining of the Company Stockholder Approval and other matters referred to in the following sentence, any judgment, order, decree, order or decree of any Governmental Entity ("Judgment") or statute, law, ordinance, rule or regulation of any Governmental Entity ("Law") applicable to the Company or any of its subsidiaries Company Subsidiary or their respective properties or assets, other than, in the case of clause clauses (ii) and (iii), any such conflicts, violations, defaults, rights or Liens that that, individually or in the aggregate aggregate, would not (x) have a material reasonably be expected to be materially adverse effect on to the Company and its subsidiaries the Company Subsidiaries, taken as a whole, (y) impair the ability of the Company to perform its obligations under this Agreement or (z) prevent the consummation of any of the Transactions (a "Company Material Adverse Effect"). No consent, approval, order or authorization of, or registration, declaration registration 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 subsidiaries Company Subsidiary in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company 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 adoption by the Company's stockholders of this Agreement, if such adoption is required by law (as amended or supplemented from time to time, the "Proxy Statement"), and (z) such reports under Section 13(a) of the Exchange Act as may be required in connection with the Operative Agreements and the Transactions, (iii) the filing of the Certificate of Merger with the Delaware Secretary of State State, (ii) those that may be required solely by reason of Parent's or Sub's (as opposed to any other third party's) participation in the Merger and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business transactions contemplated by this Agreement and (iviii) such other consents, approvals, orders, authorizations, registrations, declarations registrations and filings (x) as may that, if not obtained or made, would not, individually or in the aggregate, reasonably be required under the laws of any foreign country in which expected to be materially adverse to the Company or any of its subsidiaries conducts any business or owns any property or assets, the failure to obtain or make would not have a Company Material Adverse Effect, or (y) as are set forth in and the Company Disclosure LetterSubsidiaries, taken as a whole.

Authority; Noncontravention. The Company FNF 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 by this Agreement. The execution and delivery of this Agreement by the Company FNF and the consummation by the Company FNF of the Transactions transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company, subject to adoption of this Agreement by the holders of a majority of the outstanding shares of Common StockFNF. This Agreement has been duly executed and delivered by FNF and, assuming this Agreement constitutes the Company valid and binding agreement of FNT, constitutes a valid and binding obligation of the CompanyFNF, enforceable against the Company FNF in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency (including all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting creditors’ rights generally and subject to the effect of general principles of equity. The Except as set forth in Section 3.1(c) of the Disclosure Schedule, the execution and delivery of the Operative Agreements this Agreement do not, and the consummation of the Transactions transactions contemplated by this Agreement and compliance with the provisions hereof will not, (x) conflict with any of the Operative Agreements will notprovisions of the Organizational Documents of FNF or of any Subject Company or Subject Company Subsidiary, (y) subject to the matters referred to in the next 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, require the consent of any Person under, or result in the creation of any Lien upon on any property or asset of the properties FNF or assets of the any Subject Company or any of its subsidiaries Subject Company Subsidiary under, (i) the Restated Certificate of Incorporation or By-laws of the Company or the comparable charter or organizational documents of any of its subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease indenture or other agreement, instrument, permit, concessionfranchise, franchise license or license applicable other instrument or undertaking to the which FNF or such Subject Company or Subject Company Subsidiary is a party or by which FNF or any Subject Company or Subject Company Subsidiary or any of its subsidiaries their assets is bound or their respective properties or assets affected, or (iiiz) subject to the governmental filings and other matters referred to in the following next sentence, contravene any judgment, order, decree, statute, law, ordinance, rule rule, regulation, order, judgment, injunction, decree, determination or regulation award applicable to the FNF or any Subject Company or Subject Company Subsidiary or any of its subsidiaries or their respective properties or assets, other thanwhich, in the case of clause clauses (ii)y) and (z) above, any such conflicts, violations, defaults, rights or Liens that individually or in the aggregate aggregate, would not reasonably be expected to have an FNF Material Adverse Effect (xin the case of FNF) have or a material adverse effect on Subject Company Material Adverse Effect (in the case of any Subject Company and its subsidiaries taken as a whole, (y) impair the ability of the Company to perform its obligations under this Agreement or (z) prevent the consummation of any of the Transactions (a "Company Material Adverse Effect"subsidiaries). No consent, approval, order approval or authorization of, or registration, declaration or filing with, any Federalor notice to, state or local government or any court, administrative tribunal, arbitrator or regulatory agency any government or commission political subdivision thereof, whether federal, state, county, local or other governmental authority foreign, or any agency, domestic authority, official or foreign instrumentality of any such government or political subdivision (a "“Governmental Entity"”), is required by or with respect to FNF, the Company Subject Companies or any of its subsidiaries the Subject Company Subsidiaries in connection with the execution and delivery of this Agreement by the Company FNF or the consummation by the Company FNF of the Transactionstransactions contemplated hereby, except for (i) the filing of a premerger notification and report form by the Company approvals, filings or notices required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements insurance laws of the jurisdictions set forth in Section 3.1(c) of the Disclosure Schedule, (ii) the filing with the Securities and Exchange Commission (the “SEC”) of such reports and other filings under the Securities Exchange Act of 0000 1934, as amended (xxx "XXX Xxx"the “Exchange Act”), as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (xxiii) the filing with the SEC of (x) the Schedule 14D-9Form S-1, (y) a proxy or information statement relating to the adoption by the Company's stockholders of this Agreement, if such adoption is required by law (as amended or supplemented from time to time, the "Proxy Statement"), and (z) such reports under Section 13(a) of the Exchange Act as may be required in connection with the Operative Agreements and the Transactions, (iii) the filing of the Certificate of Merger with the Delaware Secretary of State and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business and (iv) such other consents, approvals, ordersauthorizations, declarations, filings or notices as are set forth in Section 3.1(c) of the Disclosure Schedule, and (v) such other consents, approvals, authorizations, registrationsdeclarations, declarations and filings (x) as may be required under the laws of any foreign country in which the Company or any of its subsidiaries conducts any business or owns any property or assets, notices the failure to obtain or make which, in the aggregate, would not have an FNF Material Adverse Effect (in the case of FNF) or a Subject Company Material Adverse Effect, or Effect (y) as are set forth in the case of any Subject Company Disclosure Letterand its subsidiaries).

Authority; Noncontravention. The Each of the Company and the Bank 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 and the Bank, and the consummation by the Company each of them 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 adoption of this Agreement by Company and the holders of a majority of the outstanding shares of Common StockBank. This Agreement has been duly executed and delivered by the Company and the Bank, and, assuming the due authorization, execution and delivery by each of the other parties hereto, constitutes a the legal, valid and binding obligation of the Companyeach of them, enforceable against the Company each of them in accordance with its terms. The execution and delivery of the Operative Agreements do this Agreement does not, and the consummation of the Transactions transactions contemplated by this Agreement and compliance with the provisions of the Operative Agreements 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 subsidiaries the Bank under, : (i) the Restated Certificate Articles of Incorporation or By-laws Bylaws of the Company Company, the Charter of the Bank or the comparable charter or organizational documents of any of its subsidiaries, the Company's other Subsidiaries; (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 or any of its subsidiaries the Bank or their respective properties or assets or by which the Company or the Bank is bound; or (iii) subject to the governmental filings and other matters referred to in the following sentenceSection 4.4, any judgment, order, decree, statute, law, ordinance, rule or regulation of any Governmental Entity applicable to the Company or any of its subsidiaries the Bank, or their respective properties or assets, other than, in the case of clause clauses (ii) and (iii), any such conflicts, violations, defaults, rights rights, losses or Liens that individually or in the aggregate would are not reasonably likely to (x) have a material adverse effect Material Adverse Effect on the Company and its subsidiaries taken as a whole, Company; (y) materially impair the Company's or the Bank's ability of the Company to perform its their respective obligations under this Agreement Agreement; or (z) prevent or delay the consummation of any of the Transactions (a "Company Material Adverse Effect"). No consent, approval, order or authorization of, or registration, declaration or filing with, any Federal, state or local government or any court, administrative or regulatory agency or commission or other governmental authority or agency, domestic or foreign (a "Governmental Entity"), is required transactions contemplated by or with respect to the Company or any of its subsidiaries in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the Transactions, 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 adoption by the Company's stockholders of this Agreement, if such adoption is required by law (as amended or supplemented from time to time, the "Proxy Statement"), and (z) such reports under Section 13(a) of the Exchange Act as may be required in connection with the Operative Agreements and the Transactions, (iii) the filing of the Certificate of Merger with the Delaware Secretary of State and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business and (iv) such other consents, approvals, orders, authorizations, registrations, declarations and filings (x) as may be required under the laws of any foreign country in which the Company or any of its subsidiaries conducts any business or owns any property or assets, the failure to obtain or make would not have a Company Material Adverse Effect, or (y) as are set forth in the Company Disclosure Letter.

Authority; Noncontravention. The Company 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 subject, in the case of the 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 the Operative Agreements do this Agreement 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 Operative Agreements will notprovisions 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, (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 subsidiaries under, (i) the Restated Certificate of Incorporation Subsidiaries is a party or By-laws of the Company or the comparable charter or organizational documents of any of its subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to the by which Company or any of its subsidiaries 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 subsidiaries order, writ, judgment, injunction, decree, determination or their respective properties or assetsaward currently in effect, other thanwhich, in the case of clause clauses (ii)) and (iii) above could reasonably be expected to have, any such conflicts, violations, defaults, rights or Liens that individually or in the aggregate would not (x) have aggregate, a material adverse effect on the Company and its subsidiaries taken as a whole, (y) impair the ability of the Company to perform its obligations under this Agreement or (z) prevent the consummation of any of the Transactions (a "Company Material Adverse Effect"). No consent, approval, order or authorization of, or registration, declaration or filing with, any Federal, state or local government or any court, administrative or regulatory agency or commission or other governmental authority or agency, domestic or foreign (a "Governmental Entity"), is required by or with respect to the Company or any of its subsidiaries in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the Transactions, except for (i) the filing 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 adoption by the Effect on Company's stockholders of this Agreement, if such adoption is required by law (as amended or supplemented from time to time, the "Proxy Statement"), and (z) such reports under Section 13(a) of the Exchange Act as may be required in connection with the Operative Agreements and the Transactions, (iii) the filing of the Certificate of Merger with the Delaware Secretary of State and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business and (iv) such other consents, approvals, orders, authorizations, registrations, declarations and filings (x) as may be required under the laws of any foreign country in which the Company or any of its subsidiaries conducts any business or owns any property or assets, the failure to obtain or make would not have a Company Material Adverse Effect, or (y) as are set forth in the Company Disclosure Letter.

Authority; Noncontravention. The Company has the requisite corporate or other power and authority to enter into this Agreement andand to consummate the transactions contemplated hereby. 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 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 Company and no other corporate proceedings on the part of the Company are necessary to adoption of authorize 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 and, when executed and constitutes delivered by Parent and Sub, will constitute a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to applicable bank ruptcy, insolvency, reorganization, fraudulent transfer and similar laws of general application relating to or affecting creditors rights and to general equitable principles or public policy. The execution and delivery of the Operative Agreements this Agreement do not, and the consummation of the Transactions transactions contemplated by this Agreement and compliance with the provisions of the Operative Agreements 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 cancelation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien pledge, claim, lien, charge, encumbrance or security interest of any kind or nature whatsoever (a "Lien") in or upon any of the properties or assets of the Company or any of its subsidiaries under, any provision of (i) the Amended and Restated Certificate of Incorporation or the By-laws of the Company or the comparable charter certificates of incorporation or by-laws or other similar organizational documents of any of its subsidiaries, in each case as amended to the date hereof, (ii) any loan or credit agreement, bond, debenture, note, bond, mortgage, indenture, lease or other contract, commitment, agreement, arrangement, obligation, undertaking, instrument, permit, concession, franchise or license applicable (each a "Contract") to which the Company or any of its subsidiaries is a party or any of 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 (a "Law") or (B) order, writ, injunction, decree, judgment or stipulation (an "Order"), in each case, applicable to the Company or any of its subsidiaries or any of their respective properties or assets, other than, in the case of clause clauses (ii) and (iii), any such conflicts, violations, defaults, rights rights, losses or Liens that individually or in the aggregate would are not reasonably more likely than not to (x) have a material adverse effect on the Company or affect Parent in a material and its subsidiaries taken as a wholeadverse way, (y) impair in any material respect the ability of the Company to perform its obligations under this Agreement or (z) prevent or materially delay the consummation of any of the Transactions (a "Company Material Adverse Effect")transactions contemplated by this Agreement. No consent, approval, order or authorization of, or registration, declaration or filing with, any Federal, state or local local, domestic or foreign, government or any court, administrative or regulatory agency or commission or other governmental authority or agency, domestic or foreign (a "Governmental Entity"), is required by or with respect to the Company or any of its subsidiaries in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the TransactionsMerger or the other transactions contemplated by this Agreement, except for (i1) 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 the "XXX XxxHSR Act"), (xx) the filing with the SEC of (x) the Schedule 14D-9, (y) a proxy or information statement relating to the adoption by the Company's stockholders of this Agreement, if such adoption is required by law (as amended or supplemented from time to time, the "Proxy Statement"), and (z) such reports under Section 13(a) of the Exchange Act as may be required in connection with the Operative Agreements and the Transactions, (iii2) the filing of the Certificate of Merger with the Delaware Secretary of State of the State of Delaware and the filing of appropriate documents with the relevant authorities of other states in which the Company or any of its subsidiaries is qualified to do business and (iv3) such other consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made individually or in the aggregate are not reasonably more likely than not to (x) as may be required under the laws of any foreign country in which the Company or any of its subsidiaries conducts any business or owns any property or assets, the failure to obtain or make would not have a Company Material Adverse Effectmaterial adverse effect on the Company, or (y) as are set forth impair in any material respect the ability of the Company Disclosure Letterto perform its obligations under this Agreement or (z) prevent or materially delay the consummation of any of the transactions 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 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 adoption the approval of this Agreement by the holders of a majority of the outstanding shares of Common Stockits stockholders as contemplated by Section 6.2. This Agreement has been duly executed and delivered by the Company and and, assuming that this Agreement 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 the Operative Agreements do this Agreement 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 Operative Agreements will notprovisions of the articles of incorporation or by-laws of Company, in each case as amended to the date of this Agreement, (ii) subject to the governmental filings and other matters referred to in Section 4.1(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 is a party or by which Company or any of its subsidiaries underassets is bound or affected, (i) the Restated Certificate of Incorporation or By-laws of the Company or the comparable charter or organizational documents of any of its subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to the Company or any of its subsidiaries or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in the following sentenceSection 4.1(c), contravene any judgment, order, decree, statute, applicable domestic or foreign law, ordinance, rule or regulation applicable to the Company or any of its subsidiaries order, writ, judgment, injunction, decree, determination or their respective properties or assetsaward currently in effect, other thanwhich, in the case of clause clauses (ii)) and (iii) above could reasonably be expected to have, any such conflicts, violations, defaults, rights or Liens that individually or in the aggregate would not (x) have aggregate, a material adverse effect on the Company and its subsidiaries taken as a whole, (y) impair the ability of the Company to perform its obligations under this Agreement or (z) prevent the consummation of any of the Transactions (a "Company Material Adverse Effect"). No consent, approval, order or authorization of, or registration, declaration or filing with, any Federal, state or local government or any court, administrative or regulatory agency or commission or other governmental authority or agency, domestic or foreign (a "Governmental Entity"), is required by or with respect to the Company or any of its subsidiaries in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the Transactions, except for (i) the filing 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 adoption by the Effect on Company's stockholders of this Agreement, if such adoption is required by law (as amended or supplemented from time to time, the "Proxy Statement"), and (z) such reports under Section 13(a) of the Exchange Act as may be required in connection with the Operative Agreements and the Transactions, (iii) the filing of the Certificate of Merger with the Delaware Secretary of State and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business and (iv) such other consents, approvals, orders, authorizations, registrations, declarations and filings (x) as may be required under the laws of any foreign country in which the Company or any of its subsidiaries conducts any business or owns any property or assets, the failure to obtain or make would not have a Company Material Adverse Effect, or (y) as are set forth in the Company Disclosure Letter.

Authority; Noncontravention. The Company 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 StockCompany Shareholder Approval, 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 and thereby have been duly authorized by the Company Board, which constitutes all necessary corporate action on the part of the Company, subject to adoption of this Agreement by subject, in the holders of a majority case of the outstanding shares of Common StockMerger, to Company Shareholder Approval. 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 , except to the Operative Agreements do notextent that its enforceability may be limited by applicable bankruptcy, and the consummation of the Transactions and compliance with the provisions of the Operative Agreements will notinsolvency, conflict withreorganization, 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 subsidiaries under, (i) the Restated Certificate of Incorporation or By-laws of the Company or the comparable charter or organizational documents of any of its subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease moratorium or other agreement, instrument, permit, concession, franchise laws affecting the enforcement of creditors' rights generally or license applicable to by general equitable or fiduciary principles (the Company or any of its subsidiaries or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any of its subsidiaries or their respective properties or assets, other than, in the case of clause (ii), any such conflicts, violations, defaults, rights or Liens that individually or in the aggregate would not (x) have a material adverse effect on the Company and its subsidiaries taken as a whole, (y) impair the ability of the Company to perform its obligations under this Agreement or (z) prevent the consummation of any of the Transactions (a "Company Material Adverse EffectEnforceability Exception"). No consent, approval, order or authorization of, or registration, declaration or filing with, or notice to, any Federal, state or local government or any domestic court, administrative or regulatory agency or commission or other governmental authority or agency, domestic or foreign agency (a "Governmental Entity"), or any other person under any material agreement, indenture or other instrument to which Company or any Subsidiary is a party or to which any of its properties is subject, is required by or with respect to the Company or any of its 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 (i) 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"), (xxii) the filing with the SEC of (x) the Schedule 14D-9, (y) a proxy statement or information statement under Section 14(c) of the Exchange Act relating to the adoption by the Company's stockholders of this Agreement, if Company Shareholder Approval (such adoption is required by law (proxy statement as amended or supplemented from time to time, the "Proxy Statement"), and (zy) such reports under Section 13(a) of the Exchange Act as may be required in connection with the Operative Agreements Offer and this Agreement and the Transactionstransactions contemplated by this Agreement, (iii) the filing of the Certificate Articles of Merger with the Delaware Secretary of State Director and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business and (iv) such other consents, approvals, orders, authorizations, registrations, declarations declarations, filings or notices as are set forth in Section 4.4 of the Disclosure Schedule and filings (x) as may be required under the laws of any foreign country in which the Company or any of its subsidiaries conducts any business or owns any property or assets, the failure to obtain or make would not not, individually or in the aggregate, have a Company Material Adverse Effect, or (y) as are set forth in the Company Disclosure Letter.

Authority; Noncontravention. The Company has the all requisite corporate power and authority to enter into this Agreement (collectively with the Stockholders Agreement, the Escrow Agreement (as defined in Section 5.05(f)) and the Non-Compete and Termination Agreement, the "Transaction Documents") and, subject to adoption of this Agreement by the holders of a majority of the outstanding shares of Common StockStockholder Approval (as defined in Section 3.01(k)), to consummate the Transactionstransactions contemplated by the Transaction Documents. The execution and delivery of this Agreement the Transaction Documents by the Company and the consummation by the Company of the Transactions transactions contemplated by the Transaction Documents (including the "Amendments" as defined in this Section 3.01(d)) have been duly authorized by all necessary corporate action on the part of the Company, subject to adoption of this Agreement by the holders of a majority Stockholder Approval. Each of the outstanding shares of Common Stock. This Agreement Transaction Documents has been duly executed and delivered by the Company and and, subject to the Stockholder Approval, constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms. The Except as disclosed in Section 3.01(d)(i) of the Company Disclosure Schedule, the execution and delivery of the Operative Agreements Transaction Documents do not, and the consummation of the Transactions and compliance with the provisions of the Operative Agreements Transaction Documents 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 subsidiaries Subsidiaries under, (i) subject to the Restated Certificate adoption of Incorporation the Amendments, the certificate of incorporation or Byby-laws of the Company or the comparable charter or organizational documents of any of its subsidiariesSubsidiaries, (ii) subject to the consents and other matters referred to in the following sentence, any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to the Company or any of its subsidiaries Subsidiaries or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any of its subsidiaries Subsidiaries or their respective properties or assets, other than, in the case of clause clauses (ii) and (iii), any such conflicts, violations, defaults, rights rights, Liens, judgments, orders, decrees, statutes, laws, ordinances, rules or Liens regulations that individually or in the aggregate would not (x) have a material adverse effect Material Adverse Effect on the Company and its subsidiaries taken as a wholeCompany, (y) impair the ability of the Company to perform its obligations under this Agreement any of the Transaction Documents in any material respect or (z) delay in any material respect or prevent the consummation of any of the Transactions (a "Company Material Adverse Effect")transactions contemplated by the Transaction Documents. No consent, approval, order or authorization of, or registration, declaration or filing with, any Federal, state or local government or any court, administrative or regulatory agency or commission or other governmental authority or agency, domestic or foreign agency (a "Governmental Entity")) or other Person, is required by or with respect to the Company or any of its subsidiaries Subsidiaries in connection with the execution and delivery of this Agreement the Transaction Documents by the Company or the consummation by the Company of the Transactionstransactions contemplated by the Transaction Documents, except for (i1) 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 the "XXX XxxHSR Act"), ; (xx2) 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 adoption by the Company's stockholders of this AgreementStockholders Meeting (as defined in Section 4.03), if such adoption is required by law (as amended or supplemented from time to time, time (the "Proxy Statement"), (B) if necessary, a registration statement on the appropriate form (the "Registration Statement") under the Securities Act of 1933, as amended (the "Securities Act"), in respect of the transactions contemplated in Section 5.07 and (zC) 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 Transaction Documents and the Transactions, transactions contemplated by the Transaction Documents; (iii3) the filing of the Certificate of Merger with the Delaware Secretary of State and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business and business; (iv4) the filing of a certificate of amendment relating to the amendments to the Company's certificate of incorporation as contemplated by Annex A (the "Amendments") with the Secretary of State of Delaware; (5) such other consents, approvals, orders, authorizations, registrations, declarations filings with and filings approvals of the Federal Communications Commission or any successor entity (xthe "FCC") as may be required under the laws Communications Act of 1934, as amended, and the rules, regulations and policies of the FCC thereunder (collectively, the "Communications Act"), including filings and approvals in connection with the transfer of control of the FCC Licenses (as defined in Section 3.01(q)); (6) such other filings and consents as may be required under any foreign country in environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval necessitated by the Merger or the transactions contemplated by the Transaction Documents; (7) such consents, approvals, orders or authorizations the failure of which to be made or obtained would not reasonably be expected to have a Material Adverse Effect on the Company, impair the ability of the Company to perform its obligations under this Agreement in any material respect or delay in any material respect or prevent the consummation of its subsidiaries conducts any business or owns any property or assets, the failure to obtain or make would not have a Company Material Adverse Effect, or transactions contemplated by the Transaction Documents; and (y8) as disclosed in Section 3.01(d)(ii) as are set forth in of the Company Disclosure LetterSchedule.

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 subject, in the case of the Merger, to adoption receipt of this Agreement the 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 the Operative Agreements this Agreement 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 the Operative Agreements 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 subsidiaries Subsidiaries under, any provision of (iA) the Restated Company Certificate of Incorporation or By-laws of Incorporation, the Company Bylaws or the comparable charter or organizational documents of any of its subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to the Company or any of its subsidiaries or their respective properties or assets Subsidiaries 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 subsidiaries Subsidiaries or their respective properties or assets, other than, in the case of clause (ii)B) above, any such conflicts, violations, defaults, rights rights, losses or Liens that would not reasonably be expected to have, individually or in the aggregate would not (x) have aggregate, a material adverse effect on the Company and its subsidiaries taken as a whole, (y) impair the ability of the Company to perform its obligations under this Agreement or (z) prevent the consummation of any of the Transactions (a "Company Material Adverse Effect"). No consent, approval, order or authorization of, or registration, declaration or filing with, 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 subsidiaries 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 and mailing to the stockholders of (x) the Schedule 14D-9, (y) a proxy or Company of an information statement relating prepared pursuant to the adoption by the Company's stockholders of this Agreement, if such adoption is required by law (as amended or supplemented from time to time, the "Proxy Statement"), and (z) such reports under Section 13(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 Certificate of Merger with the Delaware 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 business, (IV) any filings or notices required under the rules and regulations of the New York Stock Exchange, (V) compliance with applicable foreign or state securities or “blue sky laws”, (VI) any filing or notice required under ISRA and (ivVII) such other consents, approvals, orders, authorizations, registrations, declarations declarations, filings and filings notices the failure of which to be obtained or made would not reasonably be expected, individually or in the aggregate, (x) as may be required under the laws of any foreign country in which the Company or any of its subsidiaries conducts any business or owns any property or assets, the failure to obtain or make would not have a Company Material Adverse Effect, Effect or (y) as are set forth in to prevent or materially delay the consummation of the Offer or prevent the Company Disclosure Letterfrom consummating the Merger.

Authority; Noncontravention. The Company has 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 receipt of the outstanding shares of Common StockStockholder Approval (as defined in Section 3.01(q)), to consummate the Transactionstransactions contemplated by this Agreement. The execution execution, delivery and delivery performance of this Agreement by the Company and the consummation by the Company of the Transactions transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of the Company, subject Company and no other corporate proceedings on the part of the Company are necessary to adoption of authorize this Agreement by or to consummate the holders of a majority transactions contemplated hereby, subject, in each case, to receipt of the outstanding shares of Common StockStockholder Approval. 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 the Operative Agreements this Agreement do not, and the consummation of the Transactions transactions contemplated by this Agreement and compliance with the provisions of the Operative Agreements 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 cancelation 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 the Company or any of its subsidiaries under, any provision of (i) the Restated Certificate of Incorporation or By-laws Bylaws of the Company or the comparable charter certificates of incorporation or by-laws (or similar organizational documents documents) of any of its subsidiaries, (ii) any loan or credit agreement, bond, debenture, note, bond, mortgage, indenture, lease or other material contract, commitment, agreement, arrangement, obligation, undertaking, instrument, permit, concession, franchise or license applicable to the Company or any of its subsidiaries or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in 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 or any of its subsidiaries or their respective properties or assets, other than, in the case of clause clauses (ii) and (iii), any such conflicts, violations, defaults, rights or Liens that individually or in the aggregate would not (x) have a material adverse effect on the Company and its subsidiaries taken as a wholeCompany, (y) impair in any material respect the ability of the Company to perform its obligations under this Agreement or (z) prevent or materially delay the consummation of any of the Transactions (a "Company Material Adverse Effect")transactions contemplated by this Agreement. No consent, approval, order or authorization of, or registration, declaration or filing with, any Federal, state or local local, domestic or foreign, government or any court, administrative or regulatory agency or commission or other governmental authority or agency, domestic or foreign (a "Governmental Entity"), is required by or with respect to the Company or any of its subsidiaries in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the TransactionsMerger or the other transactions contemplated by this Agreement, except for (i1) 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 the "XXX XxxHSR Act"), (xx2) the filing with the SEC Securities and Exchange Commission (the "SEC") of (x) the Schedule 14D-9, (y) a proxy or information statement relating to the adoption approval by the Company's stockholders of this Agreement, if such adoption is required by law Agreement (as amended or supplemented from time to time, the "Proxy Statement"), ) and (z) 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, (iii3) the filing of the Certificate of Merger with the Delaware Secretary of State and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business and (iv4) such other consents, approvals, orders, authorizations, registrations, declarations and filings (x) as may be required under the laws of any foreign country in which the Company or any of its subsidiaries conducts any business or owns any property or assets, the failure of which to obtain be obtained or make made individually or in the aggregate would not have a Company Material Adverse Effectmaterial adverse effect on the Company, or (y) as are set forth impair in any material respect the ability of the Company Disclosure Letterto perform its obligations under this Agreement or prevent or materially delay the consummation of any of the transactions contemplated by this Agreement.

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 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 the Operative Agreements this Agreement do not, and the consummation of the Transactions transactions contemplated by this Agreement and compliance with the provisions of the Operative Agreements 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 subsidiaries under, (i) the Restated Certificate certificate of Incorporation incorporation or By-laws Laws of the Company HUNAPU INC. or the comparable charter or organizational documents of any of its subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise franchise, license or license similar authorization applicable to the Company HUNAPU INC. or any of its subsidiaries or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company HUNAPU INC. or any of its subsidiaries or their respective properties or assets, other than, in the case of clause clauses (ii) and (iii), any such conflicts, violations, defaults, rights rights, losses or Liens that individually or in the aggregate would not (x) have a material adverse effect on the Company and its subsidiaries taken as a whole, HUNAPU INC. or (y) 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 Transactions (a "Company Material Adverse Effect")Agreement. No consent, approval, order or authorization of, action by, or in respect of, or registration, declaration or filing with, any Federal, state or local 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 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 adoption by the Company's stockholders of this Agreement, if such adoption is required by law (as amended or supplemented from time to time, the "Proxy Statement"), and (z) such reports under Section 13(a), 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 Certificate of Merger with the Delaware Secretary of State 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 and such filings with governmental entities to satisfy the applicable requirements of state securities or "blue sky" laws; and (iv3) such other consents, approvals, orders, authorizations, registrations, declarations and filings orders or authorizations the failure of which to be made or obtained individually or in the aggregate would not (x) have a material adverse effect on HUNAPU INC. or (y) reasonably be expected to impair the ability of HUNAPU INC. to perform its obligations under this Agreement. Except as may be required under set forth in Section 3.2(d) of the laws HUNAPU INC. Disclosure Schedule , neither HUNAPU INC., nor any of its Subsidiaries, 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 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 Company Material Adverse Effect, consents or (y) as are set forth in the Company Disclosure Letterauthorizations.

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 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 the Operative Agreements this Agreement do not, and the consummation of the Transactions transactions contemplated by this Agreement and compliance with the provisions of this Agreement, will not (x) conflict with any provisions of the Operative Agreements will notcharter 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 subsidiaries underaggregate would have a Holding Co Material Adverse Effect, (i) the Restated Certificate of Incorporation or By-laws of the Company or the comparable charter or organizational documents of any of its subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to the Company or any of its 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 subsidiaries or their respective properties or assetsHolding Co and currently in effect, other thanwhich, in the case of clause clauses (ii)y) and (z) above, any such conflicts, violations, defaults, rights or Liens that individually singly or in the aggregate aggregate, would not (x) have a material adverse effect on the Company and its subsidiaries taken as a whole, (y) impair the ability of the Company to perform its obligations under this Agreement or (z) prevent the consummation of any of the Transactions (a "Company Holding Co Material Adverse Effect"). 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 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 adoption by the Company's stockholders of this Agreement, if such adoption is required by law (as amended or supplemented from time to time, the "Proxy Statement"), and (z) such reports under Section 13(a) of the Exchange Act as may be required in connection with the Operative Agreements and the Transactions, (iii) the filing of the Certificate of Merger with the Delaware Secretary of State and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business and (iv) such other consents, approvals, orders, authorizations, registrationsdeclarations, declarations filings and filings (x) 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 subsidiaries conducts any business or owns any property or assets, the failure to obtain or make would not have a Company Holding Co Material Adverse Effect, or (y) as are set forth in the Company Disclosure Letter.

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 subject, in the case of the Merger, to adoption receipt of this Agreement the 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 the Operative Agreements this Agreement 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 the Operative Agreements 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 subsidiaries Subsidiaries under, any provision of (iA) the Restated Company Certificate of Incorporation or By-laws of Incorporation, the Company Bylaws or the comparable charter or organizational documents of any of its subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to the Company or any of its subsidiaries or their respective properties or assets Subsidiaries 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 subsidiaries Subsidiaries or their respective properties or assets, other than, in the case of clause (ii)B) above, any such conflicts, violations, defaults, rights rights, losses or Liens that would not reasonably be expected to have, individually or in the aggregate would not (x) have aggregate, a material adverse effect on the Company and its subsidiaries taken as a whole, (y) impair the ability of the Company to perform its obligations under this Agreement or (z) prevent the consummation of any of the Transactions (a "Company Material Adverse Effect"). No consent, approval, order or authorization of, or registration, declaration or filing with, 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 subsidiaries 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 and mailing to the stockholders of (x) the Schedule 14D-9, (y) a proxy or Company of an information statement relating prepared pursuant to the adoption by the Company's stockholders of this Agreement, if such adoption is required by law (as amended or supplemented from time to time, the "Proxy Statement"), and (z) such reports under Section 13(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 Certificate of Merger with the Delaware 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 business, (IV) any filings or notices required under the rules and regulations of the New York Stock Exchange, (V) compliance with applicable foreign or state securities or “blue sky laws”, (VI) any filing or notice required under ISRA and (ivVII) such other consents, approvals, orders, authorizations, registrations, declarations declarations, filings and filings notices the failure of whic h to be obtained or made would not reasonably be expected, individually or in the aggregate, (x) as may be required under the laws of any foreign country in which the Company or any of its subsidiaries conducts any business or owns any property or assets, the failure to obtain or make would not have a Company Material Adverse Effect, Effect or (y) as are set forth in to prevent or materially delay the consummation of the Offer or prevent the Company Disclosure Letterfrom consummating the Merger.

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 adoption of this Agreement by subject, in the holders of a majority case of the outstanding shares of Common StockMerger, to the Company 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 Operative Agreements do Company does not, and the consummation of the Transactions transactions contemplated by this Agreement and compliance with the provisions of this Agreement by the Operative Agreements 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 subsidiaries under, (i) the Restated Certificate of Incorporation or By-laws of the Company or the comparable charter or organizational documents of any of its 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 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 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 clause clauses (ii) and (iii), any such breaches, conflicts, violations, defaults, rights rights, losses or Liens that that, individually or in the aggregate aggregate, would not (x) have or result in a material adverse effect on the Company and its subsidiaries taken as a whole, (y) 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 Transactions (a "Company Material Adverse Effect")Agreement. 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 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 adoption by the Company's stockholders of this Agreement, if such adoption is required by law (as amended or supplemented from time to time, the "Proxy Statement"“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 Certificate of Merger with the Delaware Secretary of State and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business Disclosure Letter; and (ivv) such other consents, approvals, orders, authorizations, actions, registrations, declarations and or filings (x) as may be required under the laws of any foreign country in which the Company or any of its subsidiaries conducts any business or owns any property or assets, the failure of which to obtain be made or make obtained (as applicable), individually or in the aggregate, would not have or result in a Company Material Adverse Effect, or (y) as are set forth in material adverse effect on the Company Disclosure Letterand 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 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 subject, in the case of the Merger, to adoption the 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 the Operative Agreements this Agreement do not, and the consummation of the Transactions transactions contemplated by this Agreement and compliance with the provisions hereof will not, (i) conflict with any of the Operative Agreements will notprovisions 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 subsidiaries under, (i) the Restated Certificate of Incorporation Subsidiaries is a party or By-laws of the Company or the comparable charter or organizational documents of any of its subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to the by which Company or any of its subsidiaries 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 subsidiaries order, writ, judgment, injunction, decree, determination or their respective properties or assetsaward currently in effect, other thanwhich, in the case of clause clauses (ii)) and (iii) above, any such conflicts, violations, defaults, rights or Liens that individually singly or in the aggregate aggregate, would not (x) have a material adverse effect on the Company and its subsidiaries taken as a whole, (y) impair the ability of the Company to perform its obligations under this Agreement or (z) prevent the consummation of any of the Transactions (a "Company Material Adverse Effect")Effect 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 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 (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 AgreementAgreement and approval by the stockholders of Parent of the Share Issuance (as hereinafter defined in Section 4.2(c)) (such joint proxy statement, if such adoption 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 Certificate certificate of Merger merger with the Delaware Secretary of State and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business and business, (iv) such other consents, approvals, orders, authorizations, registrations, declarations and filings (x) as may be required under the laws of any foreign country in which the Company or any of its subsidiaries conducts any business or owns any property or assets, the failure to obtain or make would not have a Company Material Adverse Effect, or (y) notices as are set forth in Section 4.1(c) of the Company Disclosure LetterSchedule and (v) any other filings, authorizations, consents or approvals the failure to make or obtain which, individually or in the aggregate, would not have a Material Adverse Effect on Company.

Authority; Noncontravention. The Company has the requisite corporate power and authority to enter into this Agreement and, subject to adoption the Company Shareholder Approval (as defined below), if required in connection with the consummation of the Merger, to consummate the transactions contemplated by this Agreement by Agreement. Unless the provisions of Section 1924(b) of the PBCL are applicable, approval of the Merger requires the affirmative vote of the holders of a majority of the outstanding shares votes cast by the holders of Common StockShares entitled to vote thereon (the "Company Shareholder Approval"), which approval is the only vote of the holders of any class or series of the capital stock of the Company necessary to consummate approve the TransactionsMerger and this Agreement and the transactions contemplated hereby. 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 adoption of this Agreement by except for the holders of a majority Company Shareholder Approval in connection with the consummation of the outstanding shares of Common StockMerger. This Agreement has been duly executed and delivered by the Company and, assuming the due execution and delivery of this Agreement by Parent and Merger Subsidiary, constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms. The execution and delivery of the Operative Agreements do this Agreement does not, and the consummation of the Transactions transactions contemplated by this Agreement and compliance with the provisions of the Operative Agreements 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 or any of its subsidiaries Subsidiary under, (i) the Restated Certificate articles of Incorporation incorporation or By-laws bylaws of the Company or the comparable charter or organizational documents of any of its subsidiariesSubsidiary, (ii) except for those consents listed in Schedule 4.1(d), any loan or credit agreement, note, bond, mortgage, indenture, lien, lease or any other contract, agreement, instrument, permit, commitment, concession, franchise or license applicable to the Company or any of its subsidiaries 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 applicable to the Company or any of its subsidiaries Subsidiary or their respective properties or assets, assets other than, in the case of clause clauses (ii)) and (iii) above, any such conflicts, violations, defaults, rights rights, losses or Liens that individually or in the aggregate would could not (x) reasonably be expected to have a material adverse effect on the Company and its subsidiaries taken as a whole, (y) impair the ability of the Company to perform its obligations under this Agreement or (z) prevent the consummation of any of the Transactions (a "Company Material Adverse Effect"). No consent, approval, order franchise, order, license, permit, waiver or authorization of, or registration, declaration or filing withwith or exemption, notice, application, or certification by or to (collectively, "Consents") any Federalfederal, state or local government or any arbitral panel or any court, tribunal, administrative or regulatory agency or commission or other governmental authority authority, department, bureau, commission or agency, domestic or foreign (a "Governmental Entity"), is required by or with respect to the Company or any of its subsidiaries Subsidiary in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company 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"required consents listed in Schedule 4.1(d), (xx) the filing with the SEC of (x) the Schedule 14D-9, (y) a proxy or information statement relating to the adoption by the Company's stockholders of this Agreement, if such adoption is required by law (as amended or supplemented from time to time, the "Proxy Statement"), and (z) such reports under Section 13(a) of the Exchange Act as may be required in connection with the Operative Agreements and the Transactions, (iiiii) the filing of the Certificate of Merger documents referred to in Section 1.3 hereof in accordance with the Delaware Secretary of State PBCL and appropriate similar documents with the relevant authorities of other states in which the Company is qualified to do business business, (iii) compliance with any applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act"), and (iv) such other consents, approvals, orders, authorizations, registrations, declarations and filings (x) as may be required under the laws of any foreign country in Consents at to which the Company or any of its subsidiaries conducts any business or owns any property or assets, the failure to obtain or make would not have a reasonably be expected to (A) materially and adversely affect the properties or assets of the Company Material Adverse Effect, or (yB) as are set forth in hinder or delay the consummation of the transactions contemplated by this Agreement or the performance by the Company Disclosure Letterof its obligations hereunder.

Authority; Noncontravention. The Company Xxxxxx 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 Xxxxxx 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 Xxxxxx have been duly authorized by all necessary corporate action on the part of the Company, subject to adoption of this Agreement by the holders of a majority of the outstanding shares of Common StockXxxxxx. This Agreement has been duly executed and delivered by Xxxxxx and, assuming this Agreement constitutes the Company valid and binding agreement of RNS, constitutes a valid and binding obligation of the CompanyXxxxxx, enforceable against the Company Xxxxxx 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 the Operative Agreements this Agreement do not, and the consummation of the Transactions transactions contemplated by this Agreement and compliance with the provisions of this Agreement, will not (x) conflict with any provisions of the Operative Agreements will notcharter or other organizational or governing documents of Xxxxxx, (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 Xxxxxx is a party or by which Xxxxxx 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 Xxxxxx, which singly or in the properties or assets of the Company or any of its subsidiaries underaggregate would have a Xxxxxx Material Adverse Effect, (i) the Restated Certificate of Incorporation or By-laws of the Company or the comparable charter or organizational documents of any of its subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to the Company or any of its 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 subsidiaries or their respective properties or assetsXxxxxx and currently in effect, other thanwhich, in the case of clause clauses (ii)y) and (z) above, any such conflicts, violations, defaults, rights or Liens that individually singly or in the aggregate aggregate, would not (x) have a material adverse effect on the Company and its subsidiaries taken as a whole, (y) impair the ability of the Company to perform its obligations under this Agreement or (z) prevent the consummation of any of the Transactions (a "Company Xxxxxx Material Adverse Effect"). 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 subsidiaries Xxxxxx in connection with the execution and delivery of this Agreement by the Company Xxxxxx or the consummation by the Company Xxxxxx 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 adoption by the Company's stockholders of this Agreement, if such adoption is required by law (as amended or supplemented from time to time, the "Proxy Statement"), and (z) such reports under Section 13(a) of the Exchange Act as may be required in connection with the Operative Agreements and the Transactions, (iii) the filing of the Certificate of Merger with the Delaware Secretary of State and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business and (iv) such other consents, approvals, orders, authorizations, registrationsdeclarations, declarations filings and filings (x) 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 subsidiaries conducts any business or owns any property or assets, the failure to obtain or make would not have a Company Xxxxxx Material Adverse Effect, or (y) as are set forth in the Company Disclosure Letter.

Authority; Noncontravention. The Company has the requisite all necessary 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 subject, in the case of the Merger, to adoption the approval of this Agreement by the holders of a majority of the outstanding shares of Common Stockits shareholders as contemplated by Section 6.2. This Agreement has been duly executed and delivered by Company and, assuming this Agreement constitutes the Company valid and binding agreement of Parent and Merger Sub, constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms. The Except as specified in Section 4.1(b) of the Disclosure Memorandum, the execution and delivery of the Operative Agreements this Agreement do not, and the consummation of the Transactions transactions contemplated by this Agreement and compliance with the provisions hereof will not, (i) conflict with any of the Operative Agreements will notprovisions of the articles of incorporation or bylaws of Company or the comparable documents of any Subsidiary of Company, (ii) subject to the governmental filings and other matters referred to in the next 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 subsidiaries under, (i) the Restated Certificate of Incorporation Subsidiaries is a party or By-laws of the Company or the comparable charter or organizational documents of any of its subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to the by which Company or any of its subsidiaries 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 next following sentence, contravene any judgmentapplicable Law currently in effect, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any of its subsidiaries or their respective properties or assets, other thanwhich, in the case of clause clauses (ii)) and (iii) above could reasonably be expected to have, any such conflicts, violations, defaults, rights or Liens that individually or in the aggregate would not (x) have aggregate, a material adverse effect on the Company and its subsidiaries taken as a whole, (y) impair the ability of the Company to perform its obligations under this Agreement or (z) prevent the consummation of any of the Transactions (a "Company Material Adverse Effect")Effect on Company. No consent, approval, order approval or authorization of, or registration, declaration or filing with, or notice to, any Federal, state Governmental Entity (as hereinafter defined) 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 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 (i) the filing of a premerger notification and report form by the Company forms under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 1976, as amended (xxx the "XXX XxxHSR Act"), with respect to the Merger, (xxii) the filing with the SEC of (xA) the Schedule 14D-9, Proxy Statement (yas hereinafter defined) a proxy or information statement relating to the approval and adoption by the Company's stockholders shareholders of Company of this Agreement, if such adoption 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 Delaware Certificate of Merger with the Delaware Secretary of State and the Georgia Certificate of Merger with the Georgia Secretary of State, and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business and business, (iv) such other consents, approvals, ordersauthorizations, filings or notices as are specified in Section 4.1(b) of the Disclosure Memorandum, and (v) any other filings, authorizations, registrations, declarations and filings (x) as may be required under the laws of any foreign country in which the Company consents or any of its subsidiaries conducts any business or owns any property or assets, approvals the failure to make or obtain which could not reasonably be expected to have, individually or make would not have in the aggregate, a Company Material Adverse Effect, or (y) as are set forth in the Company Disclosure LetterEffect on Company.

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 subject, in the case of the 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 the Operative Agreements do this Agreement 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 Operative Agreements will notprovisions 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, (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 subsidiaries under, (i) the Restated Certificate of Incorporation Subsidiaries is a party or By-laws of the Company or the comparable charter or organizational documents of any of its subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to the by which Company or any of its subsidiaries 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 subsidiaries order, writ, judgment, injunction, decree, determination or their respective properties or assetsaward currently in effect, other thanwhich, in the case of clause clauses (ii)) and (iii) above could reasonably be expected to have, any such conflicts, violations, defaults, rights or Liens that individually or in the aggregate would not (x) have aggregate, a material adverse effect on the Company and its subsidiaries taken as a whole, (y) impair the ability of the Company to perform its obligations under this Agreement or (z) prevent the consummation of any of the Transactions (a "Company Material Adverse Effect"). No consent, approval, order or authorization of, or registration, declaration or filing with, any Federal, state or local government or any court, administrative or regulatory agency or commission or other governmental authority or agency, domestic or foreign (a "Governmental Entity"), is required by or with respect to the Company or any of its subsidiaries in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the Transactions, except for (i) the filing 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 adoption by the Effect on Company's stockholders of this Agreement, if such adoption is required by law (as amended or supplemented from time to time, the "Proxy Statement"), and (z) such reports under Section 13(a) of the Exchange Act as may be required in connection with the Operative Agreements and the Transactions, (iii) the filing of the Certificate of Merger with the Delaware Secretary of State and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business and (iv) such other consents, approvals, orders, authorizations, registrations, declarations and filings (x) as may be required under the laws of any foreign country in which the Company or any of its subsidiaries conducts any business or owns any property or assets, the failure to obtain or make would not have a Company Material Adverse Effect, or (y) as are set forth in the Company Disclosure Letter.

Authority; Noncontravention. The Company 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 StockCompany Shareholder Approval, to consummate the Transactionstransactions contemplated hereby. The Offer, the execution and delivery of this Agreement by the Company and the consummation by the Company of the Transactions transactions contemplated hereby and thereby have been duly authorized by Company's Board of Directors, which constitutes all necessary corporate action on the part of the Company, subject to adoption of this Agreement by subject, in the holders of a majority case of the outstanding shares of Common StockMerger, to Company Shareholder Approval. 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, except to the extent that its enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting the enforcement of creditors' rights generally or by general equitable or fiduciary principles (the "Enforceability Exception"). The Except as disclosed in Section 4.4 of the Disclosure Schedule, the execution and delivery by Company of the Operative Agreements do this Agreement does not, and the consummation by Company of the Transactions transactions contemplated by the Offer and this Agreement and compliance by Company with the provisions of the Operative Agreements hereof will not, conflict with, or result in (a) any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation cancellation, acceleration or acceleration of "put", with respect to any obligation or to (b) the loss of a material benefit under, or result in other right or (c) the creation of any Lien upon any of the properties or assets of the Company or any of its subsidiaries Subsidiaries under, (i) the Restated Certificate Articles of Incorporation Incorporation, as amended, or By-laws Bylaws, as amended, of the Company or the comparable charter or organizational documents of any of its subsidiariesSubsidiaries, (ii) any loan or credit agreement, note, note purchase agreement, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to the Company or any of its subsidiaries Subsidiaries or their respective properties or assets or (iii) subject to the governmental filings and other matters set forth in Section 4.4 of the Disclosure Schedule or referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule rule, regulation or regulation arbitration award applicable to the Company or any of its subsidiaries Subsidiaries or their respective properties or assets, other than, in the case of clause clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights rights, losses or Liens that individually or in the aggregate would not (x) have a material adverse effect on the Company and its subsidiaries taken as a whole, (y) impair Material Adverse Effect or would not prevent or materially delay the ability of Company and/or MergerCo to consummate the Company to perform its obligations under transactions contemplated by this Agreement if not cured or (z) prevent waived by the consummation of any of the Transactions (a "Company Material Adverse Effect")Closing Date. No consent, approval, order or authorization of, or registration, declaration or filing with, or notice to, any Federal, state or local government or any domestic court, administrative or regulatory agency or commission or other governmental authority or agency, domestic or foreign agency (a "Governmental Entity"), or any other person under any material agreement, indenture or other instrument to which Company or any Subsidiary is a party or to which any of its properties is subject, is required by or with respect to the Company or any of its 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 (i) 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"), (xxii) the filing with the SEC of (x) the Schedule 14D-9, (y) a proxy statement or other information statement under Section 14(c) of the Exchange Act relating to the adoption by the Company's stockholders of this Agreement, if Company Shareholder Approval (such adoption is required by law (proxy statement as amended or supplemented from time to time, the "Proxy Statement"), and (zy) such reports under Section 13(a) of the Exchange Act as may be required in connection with the Operative Agreements Offer and this Agreement and the Transactionstransactions contemplated by this Agreement, (iii) the filing of the Certificate Articles of Merger with the Delaware Secretary of the State of Texas and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business and (iv) such other consents, approvals, orders, authorizations, registrations, declarations declarations, filings or notices as are set forth in Section 4.4 of the Disclosure Schedule and filings (x) as may be required under the laws of any foreign country in which the Company or any of its subsidiaries conducts any business or owns any property or assets, the failure to obtain or make would not not, individually or in the aggregate, have a Company Material Adverse Effect, or (y) as are set forth in the Company Disclosure Letter.

Authority; Noncontravention. The Company has the all requisite corporate power and authority to enter into execute and deliver and perform its obligations under 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. 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 adoption of this Agreement by subject, in the holders of a majority case of the outstanding shares Merger, to receipt of Common Stockthe Stockholder Approval. 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 Company Board at a duly held meeting has taken the Board Actions. The execution and delivery by the Company of the Operative Agreements this Agreement 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 the Operative Agreements 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 subsidiaries Subsidiaries under, any provision of (i) the Restated Company Certificate of Incorporation or By-laws of Incorporation, the Company Bylaws or the comparable charter or organizational documents of any of its subsidiariesSubsidiaries, (ii) any loan or credit agreement, understanding, contract, note, bond, deed, mortgage, indenturelease, lease or other agreementsublease, license, sublicense, instrument, permitundertaking or other binding obligation, concessionwhether written or oral, franchise to which the Company or license applicable to any Subsidiary of the Company is a party, by which the Company or any Subsidiary of the Company or any of its subsidiaries their assets is bound or their respective properties under which the Company or assets any Subsidiary of the Company has any obligation (a "Contract"), 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 ("Law") or any court decision, order, writ, injunction, award, judgment or decree of any Governmental Entity ("Judgment"), in each case applicable to the Company or any of its subsidiaries Subsidiaries or their respective properties or assets, assets other than, in the case of clause (ii)) above, any such conflicts, conflicts violations, defaults, rights rights, losses or Liens that would not, individually or in the aggregate would not (x) aggregate, reasonably be expected to have a material adverse effect on the Company and its subsidiaries taken as a whole, (y) impair the ability of the Company to perform its obligations under this Agreement or (z) prevent the consummation of any of the Transactions (a "Company Material Adverse Effect"). No consent, approval, order or authorization of, or registration, declaration or filing with, 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 subsidiaries 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 (i1) 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 the "XXX XxxHSR Act"), (xx2) compliance with the applicable requirements of the Securities Act and the Exchange Act, including the filing of the Schedule 14D-9 contemplated by Section 1.02(c) and, if required by applicable Law in connection with obtaining the Stockholder Approval, the filing with the SEC and mailing to the stockholders of (x) the Schedule 14D-9, (y) Company of a proxy or information statement relating prepared pursuant to Section 14 of the adoption by Exchange Act regarding the Company's stockholders of this Agreement, if such adoption is required by law Merger and the other transactions contemplated hereby (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, (iii3) the filing of the Certificate of Merger with the Delaware 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 business, (4) any filings or notices required under the rules and regulations of The NASDAQ Stock Market, (5) compliance with applicable foreign or state securities or "blue sky laws," (6) any filings or notices required under environmental laws and (iv7) such other consents, approvals, orders, authorizations, registrations, declarations declarations, filings and filings notices the failure of which to be obtained or made would not, individually or in the aggregate, reasonably be expected (x) as may be required under the laws of any foreign country in which the Company or any of its subsidiaries conducts any business or owns any property or assets, the failure to obtain or make would not have a Company Material Adverse Effect, Effect or (y) as are set forth in to prevent or materially delay the consummation of the Offer or prevent the Company Disclosure Letterfrom consummating the Merger.

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 StockCompany Stockholder Approval, to consummate the Transactions. The Subject, in the case of the Merger, to the Company Stockholder Approval, 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 including the adoption of this Agreement by the holders Board of a majority Directors of the outstanding shares Company of Common Stockresolutions (i) approving the Merger and the other Transactions, and (ii) determining that in its judgment the terms of the Merger and the other Transactions are fair to and in the best interests of the Company and its stockholders. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent, Merger Sub, and Merger LLC, 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 in Schedule 3.1(d) of the Company Disclosure Letter, the execution and delivery of the Operative Agreements do this Agreement does not, and the consummation of the Transactions and compliance with the provisions of the Operative Agreements this Agreement will not, (i) conflict withwith the certificate of incorporation or by-laws (or comparable organizational documents) of any of the Company Entities, or (ii) assuming that all the consents, approvals and filings referred to in the next sentence are duly obtained and/or made, (A) result in any breach, violation 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 material obligation or to material right of a third party or loss of a material benefit under, or result in the creation of any Lien upon any of the material properties or material assets of any of the Company or any of its subsidiaries Entities under, (i) the Restated Certificate of Incorporation or By-laws of the Company or the comparable charter or organizational documents of any of its subsidiaries, (ii) any material loan or credit agreement, note, bond, mortgage, indenture, lease or other material agreement, instrument, permit, concession, franchise franchise, license or license other authorization applicable to any of the Company or any of its subsidiaries Entities or their respective properties or assets 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 any of the Company or any of its subsidiaries Entities or their respective properties or assets, other than, in the case of clause (iiii)(A) and (B), any such conflicts, breaches, violations, defaults, rights rights, losses or Liens that 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 and its subsidiaries taken as a whole, (y) impair the ability of the Company to perform its obligations under this Agreement or (z) prevent the consummation of any of the Transactions (a "Company Material Adverse Effect"). No consent, approval, order or authorization of, 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 Entity"), ”) or any third party is required by or with respect to the Company or any of its subsidiaries in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the Transactions, except for for: (i) the filing with the Securities and Exchange Commission (the “SEC”) of (A) a proxy statement/prospectus relating to the Company Stockholders Meeting (such proxy statement/prospectus, as amended or supplemented from time to time, the “Proxy Statement”) and (B) such reports under Section 13(a), 13(d), 15(d) or 16(a) or such other applicable sections of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as may be required in connection with this Agreement and the Transactions; (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware; (iii) 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")1976, (xx) the filing with the SEC of (x) the Schedule 14D-9, (y) a proxy or information statement relating to the adoption by the Company's stockholders of this Agreement, if such adoption is required by law (as amended or supplemented from time to time, (the "Proxy Statement"“HSR Act”), and (z) such reports under Section 13(a) of the Exchange Act as may be required in connection with the Operative Agreements and the Transactions, (iii) the filing of the Certificate of Merger with the Delaware Secretary of State and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business and ; (iv) notifications to the NYSE; and (v) such other consents, approvals, orders, authorizations, registrations, declarations and filings (x) as may be required under the laws of any foreign country in which the Company orders or any of its 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 Company Material Adverse Effect, or (y) as are set forth in the Company Disclosure Letter.

Authority; Noncontravention. The Company has the requisite --------------------------- corporate power and authority to enter into this Agreement and, subject to adoption the approval of this Agreement the issuance of the Shares by the holders of a majority of the outstanding shares of Company Common StockStock ("Shareholder Approval"), 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 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 and constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to general principles of equity and as may be limited by bankruptcy, insolvency, moratorium or similar laws affecting creditors' rights generally. The execution and delivery of this Agreement by the Operative Agreements Company do not, and the consummation of the Transactions transactions contemplated by this Agreement and compliance with the provisions of the Operative Agreements 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 subsidiaries under, Subsidiaries under (i) the Restated Certificate Articles of Incorporation or By-laws of the Company or the comparable charter or organizational documents of any of its subsidiariesthe Company's 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 subsidiaries the Material Company 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 subsidiaries the Material Company Subsidiaries or their respective properties or assetsassets of which the Company is aware, other than, in the case of clause clauses (ii) and (iii), any such conflicts, violations, defaults, rights or Liens Liens, that individually or in the aggregate aggregate, would not (x) have a material adverse effect on the Company and its subsidiaries taken as a wholeMaterial Adverse Effect, (y) impair the ability of prevent the Company to perform from performing its obligations under this Agreement in any material respect or (z) prevent or delay in any material respect the consummation of any of the Transactions (a "Company Material Adverse Effect")transactions contemplated by this Agreement. No consent, approval, order or authorization of, or registration, declaration or filing with, any Federal, state or local government or any court, administrative or regulatory agency or commission or other governmental authority or agency, domestic or foreign (a "Governmental Entity"), is required by or with respect to the Company or any of its subsidiaries the Material Company Subsidiaries in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company 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 adoption by meeting of the Company's stockholders of shareholders to be held in connection with the transactions contemplated by this Agreement, if such adoption is required by law Agreement (as amended together with any amendments or supplemented from time to timesupplements thereto, 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 by this Agreement and (iii) the filing of the Certificate of Merger with the Delaware Secretary of State and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business and (iv) such other consents, approvals, orders, authorizations, registrations, declarations and filings (x) as may be required under which, if not obtained or made, would not prevent or delay in any material respect the laws consummation of any foreign country in which the transactions contemplated by this Agreement or otherwise prevent the Company from performing its obligations under this Agreement in any material respect or any of its subsidiaries conducts any business have, individually or owns any property or assetsin the aggregate, the failure to obtain or make would not have a Company Material Adverse Effect, or (y) as are set forth in the Company Disclosure Letter.

Authority; Noncontravention. The Company has the requisite corporate power and authority to enter into this Agreement and, subject to adoption the Company Shareholder Approval (as defined below), if required in connection with the consummation of the Merger, to consummate the transactions contemplated by this Agreement by Agreement. Unless the provisions of Section 1924(b) of the PBCL are applicable, approval of the Merger requires the affirmative vote of the holders of a majority of the outstanding shares votes cast by the holders of Common StockShares entitled to vote thereon (the “Company Shareholder Approval”), which approval is the only vote of the holders of any class or series of the capital stock of the Company necessary to consummate approve the TransactionsMerger and this Agreement and the transactions contemplated hereby. 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 adoption of this Agreement by except for the holders of a majority Company Shareholder Approval in connection with the consummation of the outstanding shares of Common StockMerger. This Agreement has been duly executed and delivered by the Company and, assuming the due execution and delivery of this Agreement by Parent and Merger Subsidiary, constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms. The execution and delivery of the Operative Agreements do this Agreement does not, and the consummation of the Transactions transactions contemplated by this Agreement and compliance with the provisions of the Operative Agreements 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 or any of its subsidiaries Subsidiary under, (i) the Restated Certificate articles of Incorporation incorporation or By-laws bylaws of the Company or the comparable charter or organizational documents of any of its subsidiariesSubsidiary, (ii) except for those consents listed in Schedule 4.1(d), any loan or credit agreement, note, bond, mortgage, indenture, lien, lease or any other contract, agreement, instrument, permit, commitment, concession, franchise or license applicable to the Company or any of its subsidiaries 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 applicable to the Company or any of its subsidiaries Subsidiary or their respective properties or assets, assets other than, in the case of clause clauses (ii)) and (iii) above, any such conflicts, violations, defaults, rights rights, losses or Liens that individually or in the aggregate would could not (x) reasonably be expected to have a material adverse effect on the Company and its subsidiaries taken as a whole, (y) impair the ability of the Company to perform its obligations under this Agreement or (z) prevent the consummation of any of the Transactions (a "Company Material Adverse Effect"). No consent, approval, order franchise, order, license, permit, waiver or authorization of, or registration, declaration or filing withwith or exemption, notice, application, or certification by or to (collectively, “Consents”) any Federalfederal, state or local government or any arbitral panel or any court, tribunal, administrative or regulatory agency or commission or other governmental authority authority, department, bureau, commission or agency, domestic or foreign (a "“Governmental Entity"”), is required by or with respect to the Company or any of its subsidiaries Subsidiary in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company 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"required consents listed in Schedule 4.1(d), (xx) the filing with the SEC of (x) the Schedule 14D-9, (y) a proxy or information statement relating to the adoption by the Company's stockholders of this Agreement, if such adoption is required by law (as amended or supplemented from time to time, the "Proxy Statement"), and (z) such reports under Section 13(a) of the Exchange Act as may be required in connection with the Operative Agreements and the Transactions, (iiiii) the filing of the Certificate of Merger documents referred to in Section 1.3 hereof in accordance with the Delaware Secretary of State PBCL and appropriate similar documents with the relevant authorities of other states in which the Company is qualified to do business business, (iii) compliance with any applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “Exchange Act”), and (iv) such other consents, approvals, orders, authorizations, registrations, declarations and filings (x) as may be required under the laws of any foreign country in Consents at to which the Company or any of its subsidiaries conducts any business or owns any property or assets, the failure to obtain or make would not have a reasonably be expected to (A) materially and adversely affect the properties or assets of the Company Material Adverse Effect, or (yB) as are set forth in hinder or delay the consummation of the transactions contemplated by this Agreement or the performance by the Company Disclosure Letterof its obligations hereunder.

Authority; Noncontravention. The Company has the Hollx xxx 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 StockHollx Xxxckholder Approval (as defined in Section 3.01(m)), to consummate the Transactionstransactions contemplated by this Agreement. The execution and delivery of this Agreement by the Company and Hollx xxx the consummation by Hollx xx the Company of the Transactions transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of the CompanyHollx, subject xxbject to adoption of this Agreement by the holders of a majority of the outstanding shares of Common StockHollx Xxxckholder Approval. This Agreement has been duly executed and delivered by Hollx xxx constitutes the Company and constitutes a legal, valid and binding obligation of the CompanyHollx, enforceable xxforceable against the Company in Hollx xx accordance with its terms. The execution and delivery of the Operative Agreements this Agreement do not, and the consummation of the Transactions transactions contemplated by this Agreement and compliance with the provisions of the Operative Agreements 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 any obligation to or result in the creation of any Lien upon any of the properties or assets of the Company or Hollx xx any of its subsidiaries Significant Subsidiaries under, (i) the Restated Certificate certificate of Incorporation incorporation or By-laws bylaws of the Company or Hollx xx the comparable charter or organizational documents of any of its subsidiariesSignificant Subsidiaries, (ii) any material loan or credit agreement, note, bond, mortgage, indenture, lease or other material agreement, instrument, permit, concession, franchise or license applicable to the Company or Hollx xx any of its subsidiaries Significant Subsidiaries or their respective properties or assets assets, (iii) any employment, consulting or similar agreement, 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 subsidiaries or their respective properties or assets, other than, in the case of clause (ii), any such conflicts, violations, defaults, rights or Liens that individually or in the aggregate would not (x) have a material adverse effect on the Company and its subsidiaries taken as a whole, (y) impair the ability of the Company to perform its obligations under this Agreement or (z) prevent the consummation of any of the Transactions (a "Company Material Adverse Effect"). No consent, approval, order or authorization of, or registration, declaration or filing with, any Federal, state or local government or any court, administrative or regulatory agency or commission or other governmental authority or agency, domestic or foreign (a "Governmental Entity"), is required by or with respect to the Company or any of its subsidiaries in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the Transactions, except for (i) the filing 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 adoption by the Company's stockholders of this Agreement, if such adoption is required by law (as amended or supplemented from time to time, the "Proxy Statement"), and (z) such reports under Section 13(a) of the Exchange Act as may be required in connection with the Operative Agreements and the Transactions, (iii) the filing of the Certificate of Merger with the Delaware Secretary of State and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business and (iv) such other consents, approvals, orders, authorizations, registrations, declarations and filings (x) as may be required under the laws of any foreign country in which the Company or any of its subsidiaries conducts any business or owns any property or assets, the failure to obtain or make would not have a Company Material Adverse Effect, or (y) as are set forth in the Company Disclosure Letter.regulation