Common use of Authority; Noncontravention Clause in Contracts

Authority; Noncontravention. AIC has all requisite corporate power and authority to enter into this Agreement and, subject to the receipt of the AIC Stockholder Approval (as defined in Section 3.3(i)), to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by AIC and the consummation by AIC of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of AIC, subject to the receipt of the AIC Stockholder Approval. This Agreement has been duly executed and delivered by AIC and, assuming the due authorization, execution and delivery by CAX, constitutes the legal, valid and binding obligation of AIC, enforceable against AIC in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, reorganization, insolvency and similar laws affecting creditors' rights generally and by general principles of equity (whether considered at law or in equity). The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets of AIC or any of its Subsidiaries under, (i) the certificate of incorporation or by-laws of AIC or the comparable organizational or governing documents of any of its Subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement to which AIC or any of its Subsidiaries is a party or any other instrument, permit, concession, franchise, license or similar authorization applicable to AIC 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 AIC or any of its Subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations, defaults, rights, losses or Liens that individually or in the aggregate would not (x) have a Material Adverse Effect on AIC or (y) materially impair the ability of AIC to perform its obligations under this Agreement or materially delay or prevent consummation of any of the transactions contemplated hereby. No consent, approval, order or authorization of, action by, or in respect of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to AIC or any of its Subsidiaries in connection with the execution and delivery of this Agreement by AIC or the consummation by AIC of the transactions contemplated by this Agreement, except for (l) the filing with the SEC of (A) the Proxy Statement, (B) a registration statement on Form S-4 to be filed with the SEC in connection with the issuance of AIC Common Stock in the Merger, and (C) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement; (2) the filing of the AIC Certificate of Merger with the Secretary of State of the State of Delaware; (3) any filings with Governmental Entities to satisfy (A) the applicable requirements of the laws of states in which 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 (5) such consents, approvals, orders or authorizations the failure of which to be made or obtained, individually or in the aggregate, would not (x) have a Material Adverse Effect on AIC or (y) materially impair the ability of AIC to perform its obligations under this Agreement or materially delay or prevent the consummation of any of the transactions contemplated hereby.

Authority; Noncontravention. AIC Company has all the requisite corporate power and authority to enter into this Agreement and, subject to the receipt of the AIC Company Stockholder Approval (as defined in Section 3.3(i4.01(q))) with respect to the consummation of the Merger, to consummate the transactions contemplated by this Agreementhereby. The execution and delivery of this Agreement by AIC Company and the consummation by AIC Company of the transactions contemplated by this Agreement hereby have been duly authorized by all necessary corporate action on the part of AICCompany, subject to subject, in the receipt case of the AIC Merger, to Company Stockholder Approval. This Agreement has been duly executed and delivered by AIC and, Company and (assuming the due authorization, execution and delivery by CAX, Parent and Newco) constitutes the legal, a valid and binding obligation of AICCompany, enforceable against AIC Company in accordance with its terms, except as that (i) such enforceability enforcement may be limited by subject to applicable bankruptcy, reorganizationinsolvency or similar laws, insolvency and similar laws now or hereafter in effect, affecting creditors' rights generally generally, and by general principles (ii) the remedy of equity (whether considered at law or specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. Except as disclosed in equity). The Section 4.01 of the Disclosure Schedule, the execution and delivery of this Agreement does not, and the consummation by Company of the transactions contemplated by this Agreement and compliance by Company with the provisions of this Agreement hereof will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or "put" right with respect to any obligation or to loss of a material benefit under, or result in the creation of any Lien (as defined in Section 9.04) upon any of the properties or assets of AIC or any of its Subsidiaries Company under, (i) the certificate Certificate of incorporation Incorporation, as amended, or byBy-laws laws, as amended, of AIC or the comparable organizational or governing documents of any of its SubsidiariesCompany, (ii) any loan or credit agreement, note, note purchase agreement, bond, mortgage, indenture, lease or other agreement to which AIC or any of its Subsidiaries is a party or any other agreement, instrument, permit, concession, franchise, franchise or license or similar authorization applicable to AIC 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 rule, regulation or regulation arbitration award applicable to AIC Company or any of its Subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or Liens that individually or in the aggregate would not (x) have a Material Adverse Effect on AIC with respect to Company or (y) could not prevent, materially impair hinder or materially delay the ability of AIC Company to perform its obligations under this Agreement or materially delay or prevent consummation of any of consummate the transactions contemplated herebyby this Agreement. No consent, approval, order or authorization of, action by, or in respect of, or registration, declaration or filing with, or notice to, any federal, state or local government or any court, administrative agency or commission or other governmental authority or agency, domestic or foreign (a "Governmental Entity Entity"), is required by or with respect to AIC or any of its Subsidiaries Company in connection with the execution and delivery of this Agreement by AIC Company or the consummation by AIC Company of the transactions contemplated by this Agreementhereby, except for (li) the filing of a pre-merger notification and report form by Company under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (ii) the filing with the SEC of (A) a proxy statement relating to Company Stockholder Approval (such proxy statement as amended or supplemented from time to time, the "Proxy Statement"), (B) a registration statement on Form S-4 the Schedule 14D-1 to be filed with by Parent and Newco, (C) the SEC in connection with the issuance of AIC Common Stock in the Merger, Schedule 14D-9 to be filed by Company and (CD) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement; , (2iii) the filing of the AIC Certificate of Merger with the Secretary of State of the State of Delaware; (3) any filings Delaware and appropriate documents with Governmental Entities to satisfy (A) the applicable requirements relevant authorities of the laws of other states in which AIC and its Subsidiaries are Company is qualified or licensed to do business or state securities or "blue sky" laws or business, and (B) any filings required by foreign governmental entities; (4iv) 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 (5) such other consents, approvals, orders orders, authorizations, registrations, declarations, filings or authorizations notices the failure of which to be made make or obtainedobtain, individually or in the aggregate, would not (x) prevent or materially delay consummation of the Merger or the other transactions contemplated hereby or (y) have a Material Adverse Effect on AIC or (y) materially impair the ability of AIC with respect to perform its obligations under this Agreement or materially delay or prevent the consummation of any of the transactions contemplated herebyCompany.

Authority; Noncontravention. AIC CAX has all requisite corporate power and authority to enter into this Agreement and, subject to the receipt of the AIC CAX Stockholder Approval (as defined in Section 3.3(i3.2(i)), to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by AIC CAX and the consummation by AIC CAX of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of AICCAX, subject to the receipt of the AIC CAX Stockholder Approval. This Agreement has been duly executed and delivered by AIC andCAX, and assuming the due authorization, execution and delivery by CAXAIC, constitutes the legal, valid and binding obligation of AICCAX, enforceable against AIC CAX in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, reorganization, insolvency and similar laws affecting creditors' rights generally and by general principles of equity (whether considered at law or in equity). The execution and delivery of this Agreement does do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets of AIC CAX or any of its Subsidiaries under, (i) the certificate of incorporation or by-laws of AIC CAX or the comparable organizational or governing documents of any of its Subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement to which AIC CAX or any of its Subsidiaries is a party or any other agreement, instrument, permit, concession, franchise, license or similar authorization applicable to AIC CAX 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, injunction, order, decree, statute, law, ordinance, rule or regulation applicable to AIC CAX or any of its Subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations, defaults, rights, losses or Liens that individually or in the aggregate would not (x) have a Material Adverse Effect on AIC CAX or (y) materially impair the ability of AIC CAX to perform its their respective obligations under this Agreement or materially delay or prevent the consummation of any of the transactions contemplated hereby. No consent, approval, order or authorization of, action by, by or in respect of, or registration, declaration or filing with, any federal, state, local or foreign government, any court, administrative, regulatory or other governmental agency, commission or authority or any nongovernmental self-regulatory agency, commission or authority (a "Governmental Entity Entity") is required by or with respect to AIC CAX or any of its Subsidiaries in connection with the execution and delivery of this Agreement by AIC CAX or the consummation by AIC CAX of the transactions contemplated by this Agreement, except for (l1) the filing with the SEC of (A) a joint proxy statement/prospectus relating to the CAX Stockholders Meeting (as defined in Section 5.1(b)) and the AIC Stockholders Meeting (as defined in Section 5.1(c)) (such proxy statement, as amended or supplemented from time to time, the "Proxy Statement, ") and (B) a registration statement on Form S-4 to be filed with the SEC in connection with the issuance of AIC Common Stock in the Merger, and (C) 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 this Agreement and the transactions contemplated by this Agreement; (2) the filing of the AIC Certificate of Merger with the Secretary of State of the State of Delaware; (3) any filings with Governmental Entities to satisfy (A) the applicable requirements of the laws of states in which AIC CAX and its Subsidiaries are qualified or licensed to do business or state securities or "blue sky" laws or (B) any filings filing required by foreign governmental entitiesGovernmental Entities; (3) the filing of a certificate of merger with the Secretary of State of the state of Delaware; (4) such applications and filings as may be required by the New York American Stock Exchange or the SEC in connection with listing the shares delisting by CAX of AIC the CAX Common Stock to be issued in from the MergerAmerican Stock Exchange; and (5) such consents, approvals, orders or authorizations the failure of which to be made or obtained, individually or in the aggregate, would not (x) have a Material Adverse Effect on AIC CAX or (y) materially impair the ability of AIC CAX to perform its obligations under this Agreement or materially delay or prevent the consummation of any of the transactions contemplated hereby.

Authority; Noncontravention. AIC has all Parent and Sub have the requisite corporate power and authority to enter into this Agreement and, subject to the receipt of the AIC Stockholder Approval (as defined in Section 3.3(i)), and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by AIC and the consummation by AIC of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of AICParent and Sub. Assuming the due authorization, subject to execution and delivery of this Agreement by the receipt of the AIC Stockholder Approval. This Company, this Agreement has been duly executed and delivered by AIC and, assuming the due authorization, execution Parent and delivery by CAX, Sub and constitutes the legal, a valid and binding obligation of AICeach such party, enforceable against AIC each such party in accordance with its terms. Except as set forth in Section 3.2(b) of the disclosure schedule delivered by Parent and Sub to the Company (the "Parent Disclosure Schedule"), 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 the execution and delivery of this Agreement does not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of AIC Parent or any of its Subsidiaries subsidiaries under, (i) the certificate articles of incorporation or by-laws of AIC Parent or Sub or the comparable charter or organizational or governing documents of any other subsidiary of its SubsidiariesParent, (ii) any loan or credit agreement, note, bond, mortgage, indenture, or material lease or other agreement to which AIC or any of its Subsidiaries is a party or any other agreement, instrument, permit, concession, franchise, franchise or license or similar authorization applicable to AIC Parent 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 (including, without limitation, those of the National Indian Gaming Commission, or any other tribal or governmental authority regulating any form of gaming) applicable to AIC Parent or any of its Subsidiaries subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and or (iii), any such conflicts, conflicts violations, defaults, rights, losses defaults or Liens rights that individually or in the aggregate would not (x) have a Material Adverse Effect on AIC or Parent, (y) materially impair in any material respect the ability of AIC Parent and Sub to perform its their respective obligations under this Agreement or (z) prevent or materially delay or prevent the consummation of any of the transactions contemplated herebyby this Agreement. No consent, approval, order or authorization of, action by, or in respect of, or registration, declaration or filing with, with any Governmental Entity is required by or with respect to AIC Parent or any of its Subsidiaries subsidiaries in connection with the execution and delivery of this Agreement by AIC or the consummation by AIC Parent or Sub, as the case may be, of any of the transactions contemplated by this Agreement, except for (li) the filing with the Specified Agencies of a premerger notification and report form under the HSR Act, (ii) the filing with the SEC of (A) the Proxy Statement, (B) a registration statement on Form S-4 to be filed with the SEC in connection with the issuance of AIC Common Stock in the Merger, and (C) such reports under Section Sections 13(a), 13(d) or 15(dand 16(a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement; , (2iii) the filing of the AIC Certificate articles of Merger merger with the Secretary of State of the State of Delaware; South Dakota and appropriate documents with the relevant authorities of other states in which Parent is qualified to do business, (3iv) any filings with Governmental Entities to satisfy the approval by (A) the applicable requirements of Nevada State Gaming Control Board and the laws of states in which AIC Nevada Gaming Commission under the Nevada Gaming Control Act and its Subsidiaries are qualified or licensed to do business or state securities or "blue sky" laws or the rules and regulations promulgated thereunder, (B) any filings required by foreign governmental entities; South Dakota Commission on Gaming and South Dakota Lottery Commission, (4C) the National Indian Gaming Commission under the Indian Gaming Regulatory Act of 1988 and the rules and regulations promulgated thereunder, and (D) other gaming regulatory bodies in jurisdiction where Parent or its subsidiaries are engaged in business (including, without limitation, the State of Mississippi) and (v) 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 (5) such other consents, approvals, orders or authorizations orders, authorizations, registrations, declarations and filings, the failure of which to be obtained or made or obtained, individually or in the aggregate, would not (x) have a Material Adverse Effect on AIC or (y) materially Parent, impair in any respect the ability of AIC Parent to perform its obligations under this Agreement Agreement, or prevent or materially delay or prevent the consummation of any of the transactions contemplated herebyby this Agreement. Neither Parent nor any subsidiary of Parent nor, to the Knowledge of Parent, any director or officer of Parent or of any subsidiary of Parent has received any written claim, demand, notice, complaint, court order or administrative order from any Governmental Entity in the past three years, asserting that a license of it or them, as applicable, under any Gaming Laws (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 Parent.

Authority; Noncontravention. AIC NTL and Sub each has all requisite corporate power and authority to enter into this Agreement and, subject to the receipt of the AIC NTL Stockholder Approval (as defined in Section 3.3(i3.2(l)), to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by AIC each of NTL and Sub and the consummation by AIC each of NTL and Sub of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of AICNTL and Sub, subject subject, in the case of the Amalgamation and the issuance of NTL Common Stock in connection with the Amalgamation, to the receipt of the AIC NTL Stockholder Approval. This Agreement has been duly executed and delivered by AIC each of NTL and Sub and, assuming the due authorization, execution and delivery by CAXPartners, constitutes the legal, valid and binding obligation obligations of AICeach of NTL and Sub, enforceable against AIC each of NTL and Sub in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, reorganization, insolvency bankruptcy and similar laws affecting creditors' rights generally and or by general principles of equity (whether considered in a proceeding in equity or at law or in equitylaw). The Except as set forth in Section 3.2(d) of the NTL Disclosure Schedule, the execution and delivery of this Agreement does do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets of AIC NTL or any of its Subsidiaries subsidiaries (including Sub) under, (i) the certificate of incorporation or by-laws of AIC NTL or the comparable organizational or governing documents of any of its Subsidiariessubsidiaries (including Sub), (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement to which AIC or any of its Subsidiaries is a party or any other agreement, instrument, permit, concession, franchise, license or similar authorization applicable to AIC NTL or any of its Subsidiaries subsidiaries (including Sub) or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to AIC NTL or any of its Subsidiaries subsidiaries (including Sub) or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations, defaults, rights, losses or Liens that individually or in the aggregate would not (x) have a Material Adverse Effect material adverse effect on AIC NTL or (y) materially reasonably be expected to impair the ability of AIC NTL to perform its obligations under this Agreement or materially delay or prevent consummation of any of the transactions contemplated herebyAgreement. No consent, approval, order or authorization of, action by, or in respect of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to AIC NTL or any of its Subsidiaries subsidiaries (including Sub) in connection with the execution and delivery of this Agreement by AIC each of NTL or Sub or the consummation by AIC NTL and Sub of the transactions contemplated by this Agreement, except for (l1) the filing with the SEC of (A) the Joint Proxy StatementStatement relating to the NTL Stockholders Meeting, (B) a registration statement on the Form S-4 to be filed with the SEC in connection with the issuance of AIC Common Stock in the Merger, and (C) such reports under Section 13(a), 13(d), 15(d) or 15(d16(a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement; (2) the filing consent of the AIC Certificate of Merger Minister in connection with the Secretary of State Amalgamation and the registration of the State Amalgamated Company with the Registrar of DelawareCompanies in Bermuda in accordance with the Companies Act; (3) any such filings with Governmental Entities to satisfy (A) the applicable requirements of the laws of states in which 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 entitieslaws; (4) such applications filings with and filings as may be required by approvals of the New York Stock Exchange in connection with listing NASDAQ to permit the shares of AIC Common NTL Capital Stock that are to be issued in the MergerAmalgamation and under the Partners Stock Plans to be approved for quotation on the NASDAQ; (5) the receipt of the Required British Approvals; and (56) such consents, approvals, orders or authorizations the failure of which to be made or obtained, obtained individually or in the aggregate, aggregate would not (x) have a Material Adverse Effect material adverse effect on AIC NTL or (y) materially reasonably be expected to impair the ability of AIC NTL to perform its obligations under this Agreement or materially delay or prevent the consummation of any of the transactions contemplated herebyAgreement.

Authority; Noncontravention. AIC Each of Compass, Compass Holdings and Compass Interim has all requisite corporate power and authority to enter into this Agreement and, subject to the receipt of the AIC Stockholder Approval (as defined in Section 3.3(i)), and to consummate the transactions contemplated by this Agreementhereby. The execution and delivery of this Agreement by AIC and the Ancillary Agreements to which it is a party and the consummation by AIC of the transactions contemplated by this Agreement hereby and thereby have been duly authorized by all necessary corporate action on the part of AICeach of Compass, subject to the receipt of the AIC Stockholder ApprovalCompass Holdings and Compass Interim. This Agreement has been duly executed and delivered by AIC each of Compass, Compass Holdings and Compass Interim and, assuming the due authorization, execution and delivery by CAX, this Agreement constitutes the legal, a valid and binding obligation of AICInternational, constitutes a valid and binding obligation of each of Compass, Compass Holdings and Compass Interim, enforceable against AIC it 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 . None of equity (whether considered at law or in equity). The the execution and delivery of this Agreement does notAgreement, and the Ancillary Agreements to which Compass, Compass Holdings or Compass Interim is a party or the consummation of the transactions contemplated by this Agreement hereby and thereby (at the time of each such consummation) and compliance with the provisions of this Agreement or such Ancillary 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 the loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets of AIC Compass, Compass Holdings or any of its Subsidiaries Compass Interim under, (i) the memorandum and articles of association of Compass or the certificate of incorporation or by-laws bylaws of AIC Compass Holdings or the comparable organizational or governing documents of any of its SubsidiariesCompass Interim , (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement agreement, instrument, permit, concession, franchise or license to which AIC Compass or any of its Subsidiaries is a party or any other instrument, permit, concession, franchise, license or similar authorization applicable to AIC by which Compass or any of its Subsidiaries subsidiaries or any of their respective properties or assets are bound or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to AIC Compass, or any of its Subsidiaries or their respective properties or assets, assets other than, in the case of clauses (ii) and (iii), any such conflicts, violations, defaults, rights, losses rights or Liens that individually or in the aggregate would not (x) have a Material Adverse Effect on AIC or Compass and its Subsidiaries taken as a whole, (y) materially impair the ability of AIC Compass to perform its obligations under this Agreement or the Ancillary Agreements to which it is a party or (z) prevent or materially delay or prevent the consummation of any of the transactions contemplated herebyby this Agreement or such Ancillary Agreements to which it is party. No consent, approval, order or authorization of, action by, or in respect of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to AIC Compass or any Subsidiary of its Subsidiaries Compass in connection with the execution and delivery of this Agreement by AIC and any of the Ancillary Agreements to which it is a party, or the consummation by AIC Compass or any of its Subsidiaries of any of the transactions contemplated by this Agreementhereby and thereby, except for (li) the filing with the SEC of (A) the Proxy Statement, (B) a registration statement on Form S-4 to be filed with the SEC in connection with the issuance of AIC Common Stock in the Merger, and (C) such reports and filings under Section 13(a) or 15(d) of the Securities Act and the Exchange Act Act, as applicable, as may be required in connection with this Agreement Agreement, the Ancillary Agreements and the transactions contemplated by this Agreement; hereby and thereby (2ii) the filing of the AIC Certificate of Merger with the Delaware Secretary of State and appropriate documents with the relevant authorities of the State of Delaware; (3) any filings with Governmental Entities to satisfy (A) the applicable requirements of the laws of other states in which AIC and its Subsidiaries are International is qualified or licensed to do business or state securities business, (iii) expiration of the waiting period under the HSR Act, (iv) expiration of the waiting period under the Exon-Florxx Xxxndment, (v) such filings and approvals as may be required under any "takeover" or "blue sky" laws or of certain states, and (B) any filings required by foreign governmental entities; (4vi) 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 (5) such other consents, approvals, orders or authorizations orders, authorizations, registrations, declarations and filings, the failure of which to obtain or make could not reasonably be made or obtained, individually or in the aggregate, would not (x) expected to have a Material Adverse Effect on AIC or (y) materially impair the ability of AIC to perform Compass and its obligations under this Agreement or materially delay or prevent the consummation of any of the transactions contemplated herebySubsidiaries taken as a whole.

Authority; Noncontravention. AIC The Company has all the requisite corporate power and authority to enter into this Agreement and, subject to except for any required approval by the receipt Company's shareholders in connection with the consummation of the AIC Stockholder Approval (as defined in Section 3.3(i))Merger, to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by AIC the Company and the consummation by AIC the Company of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of AICthe Company, subject to except for any required approval by the receipt Company's shareholders in connection with the consummation of the AIC Stockholder ApprovalMerger. This Agreement has been duly executed and delivered by AIC the Company and, assuming the due authorization, execution this Agreement constitutes a valid and delivery by CAXbinding agreement of Parent and Merger Subsidiary, constitutes the legal, a valid and binding obligation of AICthe Company, enforceable against AIC the Company in accordance with its terms, except as such to the extent that enforceability may be limited by applicable bankruptcy, reorganization, insolvency and similar insolvency, moratorium or other laws affecting the enforcement of creditors' rights generally and by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity (whether considered or at law or law. Except as set forth in equity). The Section 4.1(d) of the Disclosure Schedule, the execution and delivery of this Agreement does not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of AIC the Company or any of its Subsidiaries subsidiaries under, (i) the certificate Certificate of incorporation Incorporation or byBy-laws Laws of AIC the Company or the comparable charter or organizational or governing documents of any of its Subsidiariessubsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement to which AIC or any of its Subsidiaries is a party or any other agreement, instrument, permit, concession, franchise, franchise or license or similar authorization applicable to AIC 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 AIC the Company or any of its Subsidiaries subsidiaries or their respective properties or assets, assets other than, in the case of clauses clause (ii) and or (iii)) above, any such conflicts, violations, defaults, rights, losses rights or Liens that individually or in the aggregate would could not reasonably be expected to (xA) have a Material Adverse Effect on AIC or Effect, (yB) materially impair the ability of AIC the Company to perform its obligations under this Agreement or (C) prevent or materially delay or prevent consummation of any of the transactions contemplated herebyby this Agreement. No consent, approval, order or authorization of, action by, or in respect of, or registration, declaration or filing withwith or exemption by (collectively, "Consents") any Governmental Entity is required by federal, state or with respect to AIC local government or any of its Subsidiaries in connection with the execution and delivery of this Agreement by AIC or the consummation by AIC of the transactions contemplated by this Agreementcourt, except for (l) the filing with the SEC of (A) the Proxy Statement, (B) a registration statement on Form S-4 to be filed with the SEC in connection with the issuance of AIC Common Stock in the Merger, and (C) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement; (2) the filing of the AIC Certificate of Merger with the Secretary of State of the State of Delaware; (3) any filings with Governmental Entities to satisfy (A) the applicable requirements of the laws of states in which 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 (5) such consents, approvals, orders or authorizations the failure of which to be made or obtained, individually or in the aggregate, would not (x) have a Material Adverse Effect on AIC or (y) materially impair the ability of AIC to perform its obligations under this Agreement or materially delay or prevent the consummation of any of the transactions contemplated hereby.administrative or

Authority; Noncontravention. AIC Each of Parent and Merger Sub has all requisite corporate power and authority to enter into this Agreement and, subject to the receipt of the AIC Parent Stockholder Approval (as defined in Section 3.3(i))Approval, to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by AIC Parent and Merger Sub and the consummation by AIC Parent and Merger Sub of the transactions contemplated by this Agreement hereby have been duly authorized by all necessary corporate action on the part of AICParent and Merger Sub, respectively, subject to the receipt of the AIC Parent Stockholder Approval. This Agreement has been duly executed and delivered by AIC each of Parent and Merger Sub and, assuming the due authorization, execution and delivery by CAXthe Company, constitutes the legal, valid and binding obligation of AIC, Parent and Merger Sub enforceable against AIC Parent and Merger Sub in accordance with its terms, except as such enforceability the enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, insolvency moratorium or similar Laws generally affecting the rights of creditors and similar laws affecting creditors' rights generally and by subject to general principles of equity (whether considered at law or in equity)principles. The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement will not, (i) conflict withwith the articles of incorporation or by-laws (or comparable organizational documents) of any of the Parent Entities, or (ii) assuming that all the consents, approvals and filings referred to in the next sentence are duly obtained and/or made, (A) result in any breach, violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or creation or acceleration of any obligation or loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets of AIC Parent or any of its Subsidiaries under, (i) the certificate of incorporation or by-laws of AIC or the comparable organizational or governing documents of any of its Subsidiaries, (ii) Merger Sub under any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement to which AIC or any of its Subsidiaries is a party or any other agreement, instrument, permit, concession, franchise, license or similar other authorization applicable to AIC or any of its Subsidiaries the Parent Entities or by which their respective properties or assets are bound, or (iiiB) subject to the governmental filings and other matters referred to in the following sentence, conflict with or violate any judgment, order, decree, statute, law, ordinance, rule decree or regulation Law applicable to AIC or any of its Subsidiaries Parent, Merger Sub or their respective properties or assets, other than, in the case of clauses clause (ii) (A) and (B) and (iii), ) any such conflicts, breaches, violations, defaults, rights, 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 material adverse effect on AIC or (y) materially impair the ability of AIC to perform its obligations under this Agreement or materially delay or prevent consummation of any of the transactions contemplated herebyParent. No consent, approval, order or authorization of, action by, by or in respect of, or registration, declaration or filing with, any Governmental Entity or third party is required by Parent or with respect to AIC or any of its Subsidiaries Merger Sub in connection with the execution and delivery of this Agreement by AIC Parent and Merger Sub or the consummation by AIC Parent and Merger Sub of the transactions contemplated by this Agreementhereby, except for for: (li) the filing with the SEC of (A) the Proxy Statement, Form S-4 and a proxy statement/prospectus relating to the Parent Stockholders Meeting and (B) a registration statement on Form S-4 to be filed with the SEC in connection with the issuance of AIC Common Stock in the Merger, and (C) such reports under Section 13(a), 13(d), 15(d) or 15(d16(a) or such other applicable sections of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreementhereby; (2ii) the filing of the AIC Certificate of Merger with the Secretary of State of the State of Delaware; (3iii) any the filing of a premerger notification and report form by Parent under the HSR Act; (iv) filings with Governmental Entities to satisfy (A) the applicable requirements and approvals of the laws of states in which AIC and its Subsidiaries are qualified or licensed NYSE 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 permit the shares of AIC Parent Common Stock that are to be issued in the MergerMerger to be listed on the NYSE; (v) such governmental consents, qualifications or filings as are customarily obtained or made in connection with the transfer of interests or the change of control of ownership in properties used for the mining, processing or shipping of coal or iron ore, including notices and consents relating to or in connection with mining, reclamation and environmental Permits, in each case under the applicable Laws of Alabama, Michigan, Kentucky, Virginia, Minnesota, West Virginia, Pennsylvania, United States, Australia, and Canada, and (5vi) such consents, approvals, orders or authorizations the failure of which to be made or obtained, individually or in the aggregate, would not (x) reasonably be expected to have or result in a Material Adverse Effect material adverse effect on AIC or (y) materially impair the ability of AIC to perform its obligations under this Agreement or materially delay or prevent the consummation of any of the transactions contemplated herebyParent.

Authority; Noncontravention. AIC IMPCO has all requisite corporate power and authority to enter into this Agreement and, subject to the receipt of the AIC Stockholder Approval (as defined in Section 3.3(i)), and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by AIC IMPCO, and the consummation by AIC IMPCO of the transactions contemplated by this Agreement Agreement, have been duly authorized by all necessary corporate action on the part of AIC, subject to the receipt of the AIC Stockholder ApprovalIMPCO. This Agreement has been duly executed and delivered by AIC IMPCO, and, assuming the due authorization, execution and delivery by CAXthe Founders and BRC, constitutes the legal, valid and binding obligation of AICIMPCO, enforceable against AIC IMPCO in accordance with its terms. Subject to the consents of LaSalle and Bison and to the consents and approvals contemplated by Sections 5 and 6 of this Agreement, 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 the execution and delivery of this Agreement does not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement hereof will not, not conflict with, or result in any violation of, of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets of AIC or any of its Subsidiaries IMPCO under, : (i) the certificate of incorporation or by-laws bylaws of AIC IMPCO or the comparable organizational or governing documents of any of its Subsidiaries, IMPCO’s Affiliated Companies; (ii) any material loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement to which AIC or any of its Subsidiaries is a party or any other instrumentobligation, permit, concession, franchise, license or similar authorization applicable to AIC IMPCO or any of its Subsidiaries or their respective properties or assets or by which IMPCO is bound; or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule or regulation of any Governmental Entity applicable to AIC IMPCO or any of its Subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), than any such conflicts, violations, defaults, rights, losses or Liens that individually or in the aggregate would are not (x) reasonably likely to have a Material Adverse Effect on AIC or (y) materially impair the ability of AIC to perform its obligations under this Agreement or materially delay or prevent consummation of any of the transactions contemplated hereby. No consent, approval, order or authorization of, action by, or in respect of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to AIC or any of its Subsidiaries in connection with the execution and delivery of this Agreement by AIC or the consummation by AIC of the transactions contemplated by this Agreement, except for (l) the filing with the SEC of (A) the Proxy Statement, (B) a registration statement on Form S-4 to be filed with the SEC in connection with the issuance of AIC Common Stock in the Merger, and (C) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement; (2) the filing of the AIC Certificate of Merger with the Secretary of State of the State of Delaware; (3) any filings with Governmental Entities to satisfy (A) the applicable requirements of the laws of states in which 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 (5) such consents, approvals, orders or authorizations the failure of which to be made or obtained, individually or in the aggregate, would not (x) have a Material Adverse Effect on AIC or (y) materially impair the ability of AIC to perform its obligations under this Agreement or materially delay or prevent the consummation of any of the transactions contemplated herebyEffect.

Authority; Noncontravention. AIC The Company has all the requisite corporate and other power and authority to enter into this Merger Agreement and, subject and to consummate the receipt of the AIC Merger. Subject to obtaining Company Stockholder Approval (as defined in Section 3.3(i3.01(m)), to consummate the transactions contemplated by this Agreement. The execution and delivery of this Merger Agreement by AIC the Company and the consummation by AIC the Company of the transactions contemplated by this Agreement hereby have been duly authorized by all necessary corporate action on the part of AIC, subject to the receipt of the AIC Stockholder ApprovalCompany. This Merger Agreement has been duly executed and delivered by AIC and, assuming the due authorization, execution Company and delivery by CAX, constitutes the legal, a valid and binding obligation of AICthe Company, enforceable against AIC the Company in accordance with its terms, except as such enforceability may be limited by subject to applicable bankruptcy, insolvency, reorganization, insolvency and similar moratorium or other laws affecting creditors' ’ rights generally and by subject to general principles of equity (equity, regardless of whether considered in a proceeding in equity or at law or in equity)law. The execution and delivery of this Merger Agreement does do not, and the consummation of the transactions contemplated by this Merger Agreement and compliance with the provisions of this Agreement hereof will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to loss of a material benefit under, or result in the creation of any Lien lien upon any of the properties or assets of AIC or any of its Subsidiaries the Company under, (i) the certificate Certificate of incorporation Incorporation or by-laws Bylaws of AIC or the comparable organizational or governing documents of any of its SubsidiariesCompany, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement to which AIC or any of its Subsidiaries is a party or any other agreement, instrument, permit, concession, franchise, franchise or license or similar authorization applicable to AIC or any of the 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 rule, regulation or regulation arbitration award applicable to AIC or any of the Company, its Subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations, defaults, rights, losses or Liens that individually or in the aggregate would not (x) have a Material Adverse Effect on AIC or (y) materially impair the ability of AIC to perform its obligations under this Agreement or materially delay or prevent consummation of any of the transactions contemplated hereby. No consent, approval, order or authorization of, action byor registration, declaration or filing with, or notice to, any federal, state or local government or any court, administrative agency or commission or other governmental authority, agency, domestic or foreign (a “Governmental Entity”), is required by or with respect to the Company in connection with the execution and delivery of this Merger Agreement by the Company or the consummation by the Company of the transactions contemplated hereby, except, with respect to this Merger Agreement, for the filing of the Certificate of Merger with the Secretary of State of Delaware by the Company and the filing of the Articles of Merger with the Secretary of State of Nevada by Cirracor, and except where the failure to have such consent, approval, order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity is required by or with respect to AIC or any of its Subsidiaries in connection with the execution and delivery of this Agreement by AIC or the consummation by AIC of the transactions contemplated by this Agreement, except for (l) the filing with the SEC of (A) the Proxy Statement, (B) a registration statement on Form S-4 to be filed with the SEC in connection with the issuance of AIC Common Stock in the Merger, and (C) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement; (2) the filing of the AIC Certificate of Merger with the Secretary of State of the State of Delaware; (3) any filings with Governmental Entities to satisfy (A) the applicable requirements of the laws of states in which 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 (5) such consents, approvals, orders or authorizations the failure of which to be made or obtained, individually or in the aggregate, would not (x) have a Material Adverse Effect material adverse effect on AIC or (y) materially impair the ability of AIC to perform its obligations under this Agreement or materially delay or prevent the consummation of any of the transactions contemplated herebyCompany.

Authority; Noncontravention. AIC MS has all requisite corporate power and authority to enter into this Agreement and, subject to the receipt of the AIC MS Stockholder Approval (as defined in Section 3.3(i3.01(l)), to consummate the transactions contemplated by this Agreement. MS has all requisite corporate power and authority to enter into the Option Agreements and to consummate the transactions contemplated thereby. The execution and delivery of this Agreement and the Option Agreements by AIC MS and the consummation by AIC MS of the transactions contemplated by this Agreement and the Option Agreements have been duly authorized by all necessary corporate action on the part of AICMS, subject subject, in the case of the Merger, to the receipt of the AIC MS Stockholder Approval. This Agreement has and the Option Agreements have been duly executed and delivered by AIC MS and, assuming the due authorization, execution and delivery by CAXeach of the other parties thereto, constitutes the constitute legal, valid and binding obligation obligations of AICMS, enforceable against AIC MS in accordance with its their terms, except as such enforceability may be limited by applicable bankruptcy, reorganization, insolvency and similar laws affecting creditors' rights generally and by general principles of equity (whether considered at law or in equity). The execution and delivery of this Agreement does and the Option Agreements do not, and the consummation of the transactions contemplated by this Agreement and the Option Agreements and compliance with the provisions of this Agreement and the Option 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 loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets of AIC MS or any of its Subsidiaries subsidiaries under, (i) the certificate of incorporation or by-laws of AIC MS or the comparable organizational or governing documents of any of its Subsidiariessubsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement to which AIC or any of its Subsidiaries is a party or any other agreement, instrument, permit, concession, franchise, license or similar authorization applicable to AIC MS 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 AIC MS or any of its Subsidiaries subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations, defaults, rights, losses or Liens that individually or in the aggregate would not (x) have a Material Adverse Effect material adverse effect on AIC or (y) materially impair the ability of AIC to perform its obligations under this Agreement or materially delay or prevent consummation of any of the transactions contemplated hereby. No consent, approval, order or authorization of, action by, or in respect of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to AIC or any of its Subsidiaries in connection with the execution and delivery of this Agreement by AIC or the consummation by AIC of the transactions contemplated by this Agreement, except for (l) the filing with the SEC of (A) the Proxy Statement, (B) a registration statement on Form S-4 to be filed with the SEC in connection with the issuance of AIC Common Stock in the Merger, and (C) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement; (2) the filing of the AIC Certificate of Merger with the Secretary of State of the State of Delaware; (3) any filings with Governmental Entities to satisfy (A) the applicable requirements of the laws of states in which 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 (5) such consents, approvals, orders or authorizations the failure of which to be made or obtained, individually or in the aggregate, would not (x) have a Material Adverse Effect on AIC or (y) materially impair the ability of AIC to perform its obligations under this Agreement or materially delay or prevent the consummation of any of the transactions contemplated hereby.MS or

Authority; Noncontravention. AIC HipStyle has all requisite corporate power and authority to enter into this Agreement and, subject to the receipt of the AIC Stockholder Approval (as defined in Section 3.3(i)), and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by AIC HipStyle and the consummation by AIC HipStyle of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of AIC, subject to the receipt of the AIC Stockholder ApprovalHipStyle. This Agreement has been duly executed and delivered by AIC HipStyle and, assuming the due authorization, execution and delivery by CAXCCS, constitutes the legal, valid and binding obligation obligations of AICHipStyle, enforceable against AIC HipStyle in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, reorganization, insolvency and similar laws affecting creditors' rights generally and by general principles of equity (whether considered at law or in equity). The execution and delivery of this Agreement does do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets of AIC HipStyle or any of its Subsidiaries subsidiaries under, (i) the certificate of incorporation or byBy-laws Laws of AIC HipStyle or the comparable organizational or governing documents of any of its Subsidiariessubsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement to which AIC or any of its Subsidiaries is a party or any other agreement, instrument, permit, concession, franchise, license or similar authorization applicable to AIC HipStyle 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 AIC HipStyle or any of its Subsidiaries subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations, defaults, rights, losses or Liens that individually or in the aggregate would not (x) have a Material Adverse Effect material adverse effect on AIC HipStyle or (y) materially reasonably be expected to impair the ability of AIC HipStyle to perform its obligations under this Agreement or materially delay or prevent consummation of any of the transactions contemplated herebyAgreement. No consent, approval, order or authorization of, action by, or in respect of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to AIC HipStyle or any of its Subsidiaries subsidiaries in connection with the execution and delivery of this Agreement by AIC HipStyle or the consummation by AIC HipStyle of the transactions contemplated by this Agreement, except for (l1) the filing with the SEC of (A) the Proxy Statement, (B) a registration statement on Form S-4 to be filed with the SEC in connection with the issuance of AIC Common Stock in the Merger, and (C) such reports under Section 13(a), 13(d), 15(d) or 15(d16(a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement; (2) the filing of the AIC Certificate of Merger with the Secretary of State of Delaware and appropriate documents with the State relevant authorities of Delaware; (3) any other states in which HipStyle is qualified to do business and such filings with Governmental Entities to satisfy (A) the applicable requirements of the laws of states in which 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 Mergerlaws; and (53) such consents, approvals, orders or authorizations the failure of which to be made or obtained, obtained individually or in the aggregate, aggregate would not (x) have a Material Adverse Effect material adverse effect on AIC HipStyle or (y) materially reasonably be expected to impair the ability of AIC HipStyle to perform its obligations under this Agreement Agreement. Except as set forth in Section 3.2(d) of the HipStyle Disclosure Schedule , neither HipStyle, nor any of its Subsidiaries, are in material violation of, or materially delay in default under, (i) any term or prevent the consummation provision of its Certificate of Incorporation or By-Laws; 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. HipStyle owns, possesses or has obtained all material governmental and other licenses, permits, certifications, registration, approvals or consents and other authorizations necessary to own or lease, as the transactions contemplated herebycase 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 outstanding and in good 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. AIC has all Compass and Merger Sub have the requisite corporate power and authority to enter into execute and deliver this Agreement and, subject to the receipt of the AIC Stockholder Approval (as defined in Section 3.3(i)), and to consummate the transactions contemplated by this Agreementhereby. The execution and delivery of this Agreement by AIC Compass and Merger Sub, the consummation by AIC Compass and Merger Sub of the transactions contemplated by this Agreement hereby, have been duly authorized by all necessary corporate action on the part of AIC, subject Compass and Merger Sub and no other corporate proceedings on the part of Compass or Merger Sub are necessary to approve this Agreement or to consummate the receipt of the AIC Stockholder Approvaltransactions contemplated hereby. This Agreement has been duly executed and delivered by AIC and, assuming the due authorization, execution Compass and delivery by CAX, Merger Sub and constitutes the legal, a valid and binding obligation of AIC, Compass and Merger Sub enforceable against AIC Compass and Merger Sub in accordance with its terms, except as such enforceability may be limited by subject to applicable bankruptcy, reorganizationinsolvency, insolvency and moratorium, fraudulent conveyance or other similar laws affecting relating to creditors' ’ rights generally and by general principles of equity (whether considered at law or in equity). The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated by this Agreement hereby and compliance with the provisions of this Agreement hereof do not and will not, not conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of of, or result in, termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of AIC or any of its Subsidiaries Compass under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, any provision of (i) the certificate articles of incorporation organization or by-laws of AIC bylaws or the comparable similar organizational or governing documents of any of its SubsidiariesCompass or Merger Sub, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement Contract to which AIC Compass or any of its Subsidiaries Merger Sub is a party or any other instrument, permit, concession, franchise, license or similar authorization applicable to AIC or any of its Subsidiaries or their respective properties or assets is subject or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, (A) statute, law, ordinance, rule or regulation or (B) judgment, order or decree, in each case applicable to AIC Compass or any of its Subsidiaries Merger Sub or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations, breaches, defaults, rights, losses losses, Liens or Liens that entitlements that, individually or and in the aggregate aggregate, would not (x) have a Material Adverse Effect on AIC or (y) materially impair the ability of AIC reasonably be expected to perform its obligations under this Agreement prevent or materially impede or delay or prevent the consummation of any of the Offer, the Merger or the other transactions contemplated hereby. No consent, approval, order or authorization of, action by, or in respect of, or registration, declaration or filing with, any Governmental Entity is required by Compass or with respect to AIC or any of its Subsidiaries Merger Sub in connection with the execution and delivery of this Agreement by AIC or Compass and Merger Sub and the consummation by AIC Compass and Merger Sub of the transactions contemplated by this Agreementhereby and thereby or the compliance with the provisions hereof or thereof, except for (l) the filing with the SEC of (A) the Proxy Statement, (B) a registration statement on Form S-4 to be filed with the SEC in connection with the issuance of AIC Common Stock in the Merger, and (C) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement; (21) the filing of the AIC Certificate Articles of Merger with the Secretary of State of the State of Delaware; California and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business, (2) the filing of the Offer Documents with the SEC and (3) any filings with Governmental Entities to satisfy (A) the applicable requirements of the laws of states in which 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 (5) such other consents, approvals, orders or authorizations orders, authorizations, registrations, declarations and filings the failure of which to be made obtained or obtainedmade, individually or and in the aggregate, would not (x) have a Material Adverse Effect on AIC or (y) materially impair in any material respect the ability of AIC Compass or Merger Sub to perform its obligations under this Agreement or prevent, or materially impede or delay or prevent the consummation of any of the transactions contemplated herebyby this Agreement.

Authority; Noncontravention. AIC The Company has all requisite corporate power and authority to enter into this Agreement and, subject to the receipt of the AIC Company Stockholder Approval (as defined in Section 3.3(i)3.1.14), to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by AIC the Company and the consummation by AIC the Company of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of AICthe Company, subject to the receipt of the AIC Company Stockholder Approval. This Agreement has been duly executed and delivered by AIC the Company and, assuming the due authorization, execution and delivery by CAXeach of the other parties hereto, constitutes the legal, valid and binding obligation of AICthe Company, enforceable against AIC the Company in accordance with its terms, except as such enforceability may be limited by applicable subject to (a) laws of general application relating to bankruptcy, reorganizationinsolvency, insolvency and similar laws affecting creditors' rights generally the relief of debtors, and by general principles (b) rules of equity (whether considered at law or in equity)governing specific performance, injunctive relief and other equitable remedies. The execution and delivery of this Agreement does do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement hereof 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 loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets of AIC or any of its Subsidiaries the Company under, : (i) the certificate Certificate of incorporation Incorporation or by-laws Bylaws of AIC or the comparable organizational or governing documents of any of its Subsidiaries, Company; (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement to which AIC or any of its Subsidiaries is a party or any other agreement, instrument, permit, concession, franchise, license or similar authorization applicable to AIC the Company or any of its Subsidiaries or their respective properties or assets assets; or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule or regulation of any Governmental Entity applicable to AIC the Company or any of its Subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations, defaults, rights, losses or Liens that individually or in the aggregate would are not reasonably likely to (x) have a Material Adverse Effect on AIC or the Company; (y) materially impair the Company’s ability of AIC to perform its material obligations under this Agreement Agreement; or (z) prevent or materially delay or prevent the consummation of any of the transactions contemplated herebyby this Agreement. No consent, approval, order or authorization of, action by, by or in respect of, or registration, declaration or filing withwith any court, administrative, regulatory or other governmental agency, commission, authority or instrumentality, foreign or domestic, or any non-governmental self-regulatory agency, commission or authority, foreign or domestic (each a “Governmental Entity Entity”) is required by or with respect to AIC or any of its Subsidiaries the Company in connection with the execution and delivery of this Agreement by AIC the Company or the consummation by AIC the Company of the Merger or the other transactions contemplated by this Agreement, except for (l) the filing with the SEC of (A) the Proxy Statement, (B) a registration statement on Form S-4 to be filed with the SEC in connection with the issuance of AIC Common Stock in the Merger, and (C) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement; (21) the filing of the AIC Certificate of Merger with the Delaware Secretary of State and the California Secretary of State and appropriate documents with the State relevant authorities of Delaware; (3) any such states and such filings with Governmental Entities to satisfy (A) the applicable requirements of the laws of states in which AIC federal 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 Mergerlaws; and (52) such other consents, approvals, orders orders, authorizations, actions, registrations, declarations or authorizations filings the failure of which to be made or obtained, obtained individually or in the aggregate, would aggregate are not reasonably likely to (x) have a Material Adverse Effect on AIC or the Company; (y) materially impair the Company’s ability of AIC to perform its material obligations under this Agreement Agreement; or (z) prevent or materially delay or prevent the consummation of any of the transactions contemplated herebyby this Agreement.

Authority; Noncontravention. AIC Each of Lucent and Sub has all requisite corporate power and authority to enter into this Agreement and, subject to the receipt of the AIC Stockholder Approval (as defined in Section 3.3(i)), and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by AIC Lucent and Sub and the consummation by AIC Lucent and Sub of the transactions contemplated by this Agreement hereby have been duly authorized by all necessary corporate action on the part of AICLucent and Sub, subject to the receipt of the AIC Stockholder Approvalas applicable. This Agreement has been duly executed and delivered by AIC Lucent and Sub and, assuming the due authorization, execution and delivery by CAXeach of the other parties hereto, constitutes the a legal, valid and binding obligation of AICeach of Lucent and Sub, enforceable against AIC each of them in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, reorganization, insolvency and similar laws affecting creditors' rights generally and by general principles of equity (whether considered at law or in equity). The execution and delivery of this Agreement does do not, and the consummation of the Merger and the other transactions contemplated by this Agreement hereby and compliance with the provisions of this Agreement will 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 the loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets of AIC Lucent or any of its Subsidiaries Sub under, (i) the certificate of incorporation or by-laws of AIC Lucent or the comparable organizational articles of organization or governing documents by-laws of any of its SubsidiariesSub, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement to which AIC or any of its Subsidiaries is a party or any other contract, agreement, obligation, commitment, arrangement, understanding, instrument, permit, concession, franchise, license or similar authorization applicable to AIC Lucent or any of its Subsidiaries Sub or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in the following sentence, (A) any judgment, order, decree, order or decree or (B) any statute, law, ordinance, rule or regulation regulation, in each case applicable to AIC Lucent or any of its Subsidiaries Sub or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations, defaults, rights, losses or Liens that individually or in the aggregate would are not reasonably likely to (x) have a Material Adverse Effect on AIC or Lucent, (y) materially impair the ability of AIC Lucent or Sub to perform its obligations under this Agreement or (z) prevent or materially delay or prevent the consummation of any of the transactions contemplated hereby. No consent, approval, order or authorization of, action by, by or in respect of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to AIC Lucent or any of its Subsidiaries Sub in connection with the execution and delivery of this Agreement by AIC Lucent and Sub or the consummation by AIC Lucent and Sub of the transactions contemplated by this Agreementhereby, except for (l1) the filing of a premerger notification and report form by Lucent under the HSR Act and any applicable filings and approvals under similar foreign antitrust or competition laws and regulations; (2) the filing with the SEC of (A) the Proxy Statement, Form S-4 and (B) a registration statement on Form S-4 to be filed with the SEC in connection with the issuance of AIC Common Stock in the Merger, and (C) such reports under Section 13(a), 13(d), 15(d) or 15(d16(a) of the Exchange Act as may be required in connection with this Agreement, the Stockholders Agreement and the transactions contemplated by this Agreement and the Stockholders Agreement; (23) the filing of the AIC Certificate Articles of Merger (and any other merger documents required by the MBCL) with the Secretary of State of the State Commonwealth of Delaware; (3) any Massachusetts and appropriate documents with the relevant authorities of other states in which Lucent is qualified to do business and such filings with Governmental Entities to satisfy (A) the applicable requirements of the laws of states in which 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 entitieslaws; (4) such applications filings with and filings as may be required by approvals of the New York Stock Exchange in connection with listing NYSE to permit the shares of AIC Lucent Common Stock that are to be issued in the MergerMerger to be listed on the NYSE; and (5) such other consents, approvals, orders or authorizations orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made or obtained, individually or in the aggregate, would aggregate is not reasonably likely to (x) have a Material Adverse Effect on AIC or (y) materially impair the ability of AIC to perform its obligations under this Agreement or materially delay or prevent the consummation of any of the transactions contemplated hereby.Lucent,

Authority; Noncontravention. AIC The Company has all requisite corporate power and authority to enter into this Agreement Agreement, and, subject to the receipt of the AIC Stockholder Shareholder Approval (as defined in Section 3.3(iSECTION 3.1(k)), to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by AIC the Company and the consummation by AIC the Company of the transactions contemplated by this Agreement hereby have been duly authorized by all necessary corporate action on the part of AICthe Company, subject subject, in the case of the Merger, to the receipt of the AIC Stockholder Shareholder Approval. This Agreement has been duly executed and delivered by AIC the Company, and, assuming the due authorization, execution and delivery by CAXBuyer, constitutes the legal, valid and binding obligation of AICthe Company, enforceable against AIC the Company in accordance with its terms, except as such enforceability the enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, insolvency and moratorium or similar laws generally affecting creditors' the rights generally of creditors and by subject to general principles equity principles. Except as set forth on SECTION 3.1(d) of equity (whether considered at law or in equity). The the Company Disclosure Letter, the execution and delivery of this Agreement does not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement will not, (i) conflict withwith the articles of incorporation or code of regulations (or comparable organizational documents) of any of the Company Entities, or (ii) result in any breach, violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or creation or acceleration of any obligation or right of a third party or loss of a benefit under, or result in the creation of any Lien (as defined in SECTION 8.3) upon any of the properties or assets of AIC or any of its Subsidiaries the Company Entities under, (i) the certificate of incorporation or by-laws of AIC or the comparable organizational or governing documents of any of its Subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement to which AIC or any of its Subsidiaries is a party or any other agreement, instrument, permit, concession, franchise, license or similar other authorization applicable to AIC or any of its Subsidiaries the Company Entities or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in the following sentence, conflict with or violate any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to AIC or any of its Subsidiaries the Company Entities or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations, defaults, rights, losses or Liens that (as defined in SECTION 8.3) that, individually or in the aggregate aggregate, would not (x) reasonably be expected to have or result in a Material Adverse Effect material adverse effect on AIC the Company or (y) materially impair the ability of AIC to perform its obligations under this Agreement that would not prevent or materially delay or prevent consummation of any of the transactions contemplated herebyby this Agreement. No consent, approval, order or authorization of, action by, by or in respect of, or registration, declaration or filing with, any Governmental Entity federal, state or local or foreign government, any court, administrative, regulatory or other governmental agency, commission or authority or any non-governmental United States or foreign self-regulatory agency, commission or authority or any arbitral tribunal (each, a "GOVERNMENTAL ENTITY") is required by or with respect to AIC or any of its Subsidiaries the Company in connection with the execution and delivery of this Agreement by AIC the Company or the consummation by AIC the Company of the transactions contemplated by this Agreementhereby, except for for: (li) the filing with the SEC Securities and Exchange Commission (the "SEC") of (A) a proxy statement relating to the Proxy Statement, Shareholders Meeting (B) a registration statement on Form S-4 to be filed with the SEC in connection with the issuance of AIC Common Stock in the Merger, and (C) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement; (2) the filing of the AIC Certificate of Merger with the Secretary of State of the State of Delaware; (3) any filings with Governmental Entities to satisfy (A) the applicable requirements of the laws of states in which 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 (5) such consents, approvals, orders or authorizations the failure of which to be made or obtained, individually or in the aggregate, would not (x) have a Material Adverse Effect on AIC or (y) materially impair the ability of AIC to perform its obligations under this Agreement or materially delay or prevent the consummation of any of the transactions contemplated hereby.as

Authority; Noncontravention. AIC INS has all requisite corporate --------------------------- power and authority to enter into this Agreement and, subject to the receipt of the AIC INS Stockholder Approval (as defined in Section 3.3(i))Approval, to consummate the transactions contemplated by this Agreement. INS has all requisite corporate power and authority to enter into the Option Agreement and to consummate the transactions contemplated thereby. The execution and delivery of this Agreement and the Option Agreement by AIC INS and the consummation by AIC INS of the transactions contemplated by this Agreement and the Option Agreement have been duly authorized by all necessary corporate action on the part of AICINS, subject subject, in the case of the Merger, to the receipt of the AIC INS Stockholder Approval. This Agreement has and the Option Agreement have been duly executed and delivered by AIC INS and, assuming the due authorization, execution and delivery by CAXeach of the other parties thereto, constitutes the constitute legal, valid and binding obligation obligations of AICINS, enforceable against AIC INS in accordance with its their terms, except as such enforceability may be limited by applicable bankruptcy, reorganization, insolvency and similar laws affecting creditors' rights generally and by general principles of equity (whether considered at law or in equity). The execution and delivery of this Agreement does and the Option Agreement do not, and the consummation of the transactions contemplated by this Agreement and the Option Agreement and compliance with the provisions of this Agreement and the 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 cancelation or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets of AIC INS or any of its Subsidiaries subsidiaries under, (i) the certificate of incorporation or by-laws of AIC INS or the comparable organizational or governing documents of any of its Subsidiariessubsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement to which AIC or any of its Subsidiaries is a party or any other contract, agreement, obligation, commitment, arrangement, understanding, instrument, permit, concession, franchise, license or similar authorization applicable to AIC INS 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, (A) any judgment, order, decree, order or decree or (B) any statute, law, ordinance, rule or regulation regulation, in each case applicable to AIC INS or any of its Subsidiaries subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations, defaults, rights, losses or Liens that individually or in the aggregate would are not reasonably likely to (x) have a Material Adverse Effect material adverse effect on AIC or INS, (y) materially impair the ability of AIC INS to perform its obligations under this Agreement or the Option Agreement or (z) prevent or materially delay or prevent the consummation of any of the transactions contemplated herebyby this Agreement or the Option Agreement. No consent, approval, order or authorization of, action by, by or in respect of, or registration, declaration or filing with, any federal, state, local or foreign government, any court, administrative, regulatory or other governmental agency, commission or authority or any non-governmental self-regulatory agency, commission or authority (each a "Governmental Entity Entity") is required by or with respect to AIC INS or any of its Subsidiaries subsidiaries in connection with the execution and delivery of this Agreement or the Option Agreement by AIC INS or the consummation by AIC INS of the transactions contemplated by this Agreement or the Option Agreement, except for (l1) the filing of a premerger notification and report form by INS under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and any applicable filings and approvals under similar foreign antitrust or competition laws and regulations; (2) the filing with the SEC Securities and Exchange Commission (the "SEC") of (A) a proxy statement relating to the INS Stockholders Meeting (such proxy statement, as amended or supplemented from time to time, the "INS Proxy Statement, (B) a registration statement on Form S-4 to be filed with the SEC in connection with the issuance of AIC Common Stock in the Merger"), and (CB) such reports under Section 13(a), 13(d), 15(d) or 15(d16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as may be required in connection with this Agreement, the Option Agreement and the Stockholder Agreement and the transactions contemplated by this Agreement, the Option Agreement and the Stockholder Agreement; (23) the filing of the AIC Certificate of Merger with the Delaware Secretary of State and appropriate documents with the relevant authorities of the State of Delaware; (3) any other states in which INS is qualified to do business and such filings with Governmental Entities to satisfy (A) the applicable requirements of the laws of states in which 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 entitieslaws; (4) such applications filings with and filings as may be required by the New York Stock Exchange in connection with listing approvals of The Nasdaq National Market ("Nasdaq") to permit the shares of AIC INS Common Stock that are to be issued in pursuant to the MergerOption Agreement to be quoted on Nasdaq; and (5) such other consents, approvals, orders or authorizations orders, authorizations, registrations, declarations and filings the failure of which to be made or obtained, obtained individually or in the aggregate, would aggregate is not reasonably likely to (x) have a Material Adverse Effect material adverse effect on AIC or INS, (y) materially impair the ability of AIC INS to perform its obligations under this Agreement or the Option Agreement or (z) prevent or materially delay or prevent the consummation of any of the transactions contemplated herebyby this Agreement or the Option Agreement.

Authority; Noncontravention. AIC SIMSCI has all requisite corporate power and authority to enter into this Agreement and, subject to the receipt of the AIC Stockholder Approval (as defined in Section 3.3(i)), and to consummate the transactions contemplated by this Agreement. The Board of Directors of SIMSCI has duly approved this Agreement and the transactions contemplated by this Agreement. The execution and delivery of this Agreement by AIC SIMSCI and the consummation by AIC SIMSCI of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of AIC, subject to the receipt of the AIC Stockholder ApprovalSIMSCI. This Agreement has been duly Agreement, when executed and delivered by AIC anddelivered, assuming the due authorization, execution and delivery by CAX, constitutes the legal, will constitute a valid and binding obligation of AICSIMSCI, enforceable against AIC SIMSCI in accordance with its terms, except (i) as such enforceability limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies, and (iii) to the extent the indemnification provisions contained herein may be limited by applicable bankruptcy, reorganization, insolvency and similar laws affecting creditors' rights generally and by general principles of equity (whether considered at law or in equity)laws. The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement will not, conflict with, or result in any violation of, or default (with or without notice or of lapse of time, or both) under, or give rise to a right of consent, termination, purchase, cancellation or acceleration of any obligation or to loss of a benefit any property, rights or benefits under, or result in the imposition of any additional obligation under, or result in the creation of any Lien lien upon any of the properties or assets of AIC SIMSCI or any of its Subsidiaries Significant Subsidiary under, (i) the certificate Certificate of incorporation Incorporation or by-laws Bylaws of AIC SIMSCI or the comparable organizational or governing documents of any of its SubsidiariesSignificant Subsidiary, (ii) any contract, license, loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement to which AIC filed or incorporated by reference in any Company SEC Document (as defined below) as a "Material Contract" under Item 601 of its Subsidiaries is a party or any other instrument, permit, concession, franchise, license or similar authorization applicable to AIC or any of its Subsidiaries or their respective properties or assets Regulation S-K or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to AIC SIMSCI or any of its Subsidiaries Significant Subsidiary or their respective properties or assets, other than, in the case of clauses (ii) and (iii), than any such conflicts, violations, defaults, rights, losses losses, obligations or Liens liens that individually or in the aggregate would not (x) have a Material Adverse Effect on AIC SIMSCI or (y) materially impair the ability of AIC to perform its obligations under this Agreement prevent or materially delay or prevent the consummation of any of the transactions contemplated herebyby this Agreement. No consent, approval, order or authorization of, action by, or in respect of, or registration, declaration or filing with, any Governmental Entity United States Federal, state or local government or any court, administrative agency or commission or other governmental authority or agency, domestic or foreign, is required by or with respect to AIC SIMSCI or any of its Subsidiaries Significant Subsidiary in connection with the execution and delivery of this Agreement by AIC SIMSCI or the consummation by AIC SIMSCI of the transactions contemplated by this Agreement, except for (li) the filing of a Form 8-K with the SEC of after the Closing, (Aii) the Proxy Statement, (B) a registration statement on Form S-4 listing of the SIMSCI Common Stock to be filed with issued upon Closing on the SEC in connection with the issuance of AIC Common Stock in the Merger, Nasdaq National Market and (Ciii) such reports under Section 13(aother consents, approvals, orders, authorizations, registrations, declarations or filings (x) or 15(d) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement; (2) the filing of the AIC Certificate of Merger with the Secretary of State of the State of Delaware; (3) any filings with Governmental Entities to satisfy (A) the applicable requirements of the laws of states in which AIC and its Subsidiaries are qualified or licensed to do business or state securities or under "blue sky" laws of various states or (By) 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 (5) such consents, approvals, orders or authorizations the failure of which to be obtained or made or obtainedwould not, individually or in the aggregate, would not (x) have a Material Adverse Effect on AIC SIMSCI or (y) materially impair the ability of AIC to perform its obligations under this Agreement prevent or materially delay or prevent the consummation of any of the transactions contemplated herebyby this Agreement.

Authority; Noncontravention. AIC NSC has all requisite corporate power and authority to enter into this Agreement and, subject to the receipt of the AIC Stockholder Approval (as defined in Section 3.3(i3.1(k)), to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by AIC NSC and the consummation by AIC NSC of the transactions contemplated by this Agreement hereby have been duly authorized by all necessary corporate action on the part of AICNSC, subject subject, in the case of the Merger, to the receipt of the AIC Stockholder Approval. This Agreement has been duly executed and delivered by AIC NSC and, assuming the due authorization, execution and delivery by CAXHoldings and Waste Management, constitutes the a legal, valid and binding obligation of AICNSC, enforceable against AIC NSC in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, insolvency and moratorium, or similar laws affecting creditors' the rights of creditors generally and by general principles of equity (whether considered at law or in equity). The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement will not, (i) conflict withwith the certificate of incorporation or by-laws of NSC, or (ii) result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets of AIC or any of its Subsidiaries under, (i) the certificate of incorporation or by-laws of AIC or the comparable organizational or governing documents of any of its Subsidiaries, (ii) NSC Entities under any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement to which AIC or any of its Subsidiaries is a party or any other agreement, instrument, permit, concession, franchise, license or similar authorization applicable to AIC or any of its Subsidiaries the NSC Entities or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in the following sentence, violate any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to AIC or any of its Subsidiaries the NSC Entities or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations, defaults, rights, losses or Liens that individually or in the aggregate would not (x) have a Material Adverse Effect on AIC or (y) materially impair the ability of AIC to perform its obligations under this Agreement or materially delay or prevent consummation of any of the transactions contemplated herebyEffect. No consent, approval, order or authorization of, action by, by or in respect of, or registration, declaration or filing with, any federal, state, local or foreign government, any court, administrative, regulatory or other governmental agency, commission or authority or any non-governmental U.S. or foreign self-regulatory agency, commission or authority or any arbitral tribunal (each, a "Governmental Entity Entity") is required by or with respect to AIC or any of its Subsidiaries NSC in connection with the execution and delivery of this Agreement by AIC NSC or the consummation by AIC NSC of the transactions contemplated by this Agreementhereby, except for for: (li) the filing with the SEC Securities and Exchange Commission (the "SEC") of a proxy statement relating to the Stockholders Meeting (Aas defined in Section 5.1(b)) (such proxy statement, as amended or supplemented from time to time, the "Proxy Statement, (B) a registration statement on Form S-4 to be filed with the SEC in connection with the issuance of AIC Common Stock in the Merger, and (C) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement"); (2ii) the filing of the AIC Certificate of Merger with the Secretary of State of the State of Delaware; (3iii) compliance with any filings with Governmental Entities to satisfy (A) the applicable requirements of the laws Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of states in which AIC and its Subsidiaries are qualified or licensed to do business or state securities or 1976, as amended ("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 MergerHSR Act"); and (5iv) such consents, approvals, orders or authorizations the failure of which to be made or obtained, obtained individually or in the aggregate, aggregate would not (x) have a Material Adverse Effect on AIC or (y) materially impair the ability of AIC to perform its obligations under this Agreement or materially delay or prevent the consummation of any of the transactions contemplated herebyEffect.

Authority; Noncontravention. AIC AES has all requisite corporate power and authority to enter into this Agreement and, subject to the receipt of the AIC Stockholder Approval (as defined in Section 3.3(i)), and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by AIC and the consummation by AIC of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of AIC, subject to the receipt of the AIC Stockholder ApprovalAES. This Agreement has been duly executed and delivered by AIC AES and, assuming the due authorization, execution and delivery by CAX, this Agreement constitutes the legal, valid and binding obligation of AICChigen, this Agreement constitutes a valid and binding obligation of AES, enforceable against AIC AES, as applicable, in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, reorganization, insolvency and similar laws affecting creditors' rights generally and by general principles of equity (whether considered at law or in equity). The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of AIC or any of its Subsidiaries AES under, (i) the certificate of incorporation or by-laws of AIC or the comparable organizational or governing documents of any of its SubsidiariesAES, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement to which AIC or any of its Subsidiaries is a party or any other agreement, instrument, permit, concession, franchise, franchise or license or similar authorization applicable to AIC or any of its Subsidiaries or their respective properties or assets AES 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 AIC AES or any of its Subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and or (iii), any such conflicts, violations, defaults, rights, losses rights or Liens that (A) will have been waived prior to the Effective Time or (B) would not individually or in the aggregate would not (x) have a Material Adverse Effect on AIC or in respect of AES, (y) materially impair in any material respect the ability of AIC AES to perform its obligations under this Agreement or materially delay or (z) prevent the consummation of any of the transactions contemplated herebyby this Agreement. No consent, approval, order or authorization of, action by, or in respect of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to AIC or any of its Subsidiaries AES in connection with the execution and delivery of this Agreement by AIC or the consummation by AIC AES of any of the transactions contemplated by this Agreement, except for (li) the filing with the SEC of (Ax) the Proxy Statement, Registration Statement (B) a registration statement on Form S-4 to be filed with the SEC as defined in connection with the issuance of AIC Common Stock in the MergerSection 4.01 below), and (Cy) such reports other filings under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement; , (2ii) the SEC order declaring the Registration Statement effective pursuant to Section 8(a) of the Securities Act, (iii) any filings made in compliance with the rules and regulations of the NYSE and the Nasdaq National Market System, (iv) the filing of the AIC Certificate of Merger Bermuda Applications, and the appropriate documents with the Secretary relevant authorities of State of the State of Delaware; (3) any filings with Governmental Entities to satisfy (A) the applicable requirements of the laws of other states in which AIC and its Subsidiaries are Chigen is qualified or licensed to do business or business, (v) such filings as may be required by any applicable state securities or "blue sky" laws or state takeover laws, (Bvi) any filings required the consent of the Bermuda Minister of Finance to amalgamate Chigen with Sub, (vii) the issuance by foreign governmental entities; the Bermuda Registrar of Companies of the Certificate of Amalgamation, and (4viii) 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 (5) such other consents, approvals, orders or authorizations orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made or obtainedwould not, individually or in the aggregate, would not aggregate (xA) have a Material Adverse Effect on AIC or in respect of AES, (yB) materially impair the ability of AIC AES to perform its obligations under this Agreement or materially (C) prevent or significantly delay or prevent the consummation of any of the transactions transaction contemplated herebyby this Agreement.

Authority; Noncontravention. AIC (i) The Company has all requisite corporate power and authority to enter into this Agreement and the other Transaction Documents to which it is a party and, subject to the receipt of the AIC Stockholder Approval (as defined in Section 3.3(i3.01(k)), to consummate the transactions contemplated by this Agreementthe Transaction Documents. The execution and delivery of this Agreement the Transaction Documents by AIC the Company and the consummation by AIC the Company of the transactions contemplated by this Agreement the Transaction Documents have been duly authorized by all necessary corporate action on the part of AICthe Company, subject to the receipt of the AIC Stockholder Approval. This Agreement Each of the Transaction Documents to which the Company is a party has been duly executed and delivered by AIC and, assuming the due authorization, execution Company and delivery by CAX, constitutes the legal, a valid and binding obligation of AICthe Company, enforceable against AIC the Company in accordance with its terms. (ii) Except as disclosed in Section 3.01(d)(ii) of the Company Disclosure Schedule, 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 the execution and delivery by the Company of this Agreement does the Transaction Documents to which the Company is a party do not, and compliance by the consummation of the transactions contemplated by this Agreement and compliance Company with the provisions of this Agreement the 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 loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of AIC the Company or any of its Subsidiaries under, (i) subject to, with respect to the Merger, Stockholder Approval, the certificate of incorporation or by-laws of AIC the Company or the comparable organizational or governing documents of any of its Subsidiaries, (ii) subject to the consents and other matters referred to in Section 3.01(d)(iii), any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement to which AIC or any of its Subsidiaries is a party or any other agreement, instrument, permit, concession, franchise, franchise or license or similar authorization applicable to AIC the Company or any of its Subsidiaries or their respective properties or assets assets, including without limitation those agreements set forth in Section 3.01(o)(v) of the Company Disclosure Schedule or (iii) subject to the governmental filings and other matters referred to in the following sentenceSection 3.01(d)(iii), any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to AIC the Company or any of its Subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations, defaults, rights, losses Liens, judgments, orders, decrees, statutes, laws, ordinances, rules or Liens regulations that individually or in the aggregate would could not reasonably be expected to (x) have a Material Adverse Effect on AIC or the Company, (y) materially impair the ability of AIC the Company to perform its obligations under this Agreement any of the Transaction Documents in any material respect or materially (z) delay in any material respect or prevent the consummation of any of the transactions contemplated hereby. by the Transaction Documents. (iii) 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 (a "Governmental Entity Entity") or other Person, is required by or with respect to AIC the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement the Transaction Documents by AIC the Company or the consummation by AIC the Company of the transactions contemplated by this Agreementthe Transaction Documents, except for (l) the filing with the SEC of (A) the Proxy Statement, (B) a registration statement on Form S-4 to be filed with the SEC in connection with the issuance of AIC Common Stock in the Merger, and (C) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement; (21) the filing of the AIC Certificate of Merger with the Secretary of State of the State of Delaware; (3) any filings with Governmental Entities to satisfy (A) the applicable requirements of the laws of states in which AIC a premerger notification 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 report form by the New York Stock Exchange in connection with listing Company under the shares Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of AIC Common Stock to be issued in 1976, as amended (the Merger; and (5) such consents, approvals, orders or authorizations the failure of which to be made or obtained, individually or in the aggregate, would not (x) have a Material Adverse Effect on AIC or (y) materially impair the ability of AIC to perform its obligations under this Agreement or materially delay or prevent the consummation of any of the transactions contemplated hereby."HSR Act");

Authority; Noncontravention. AIC The Company has all requisite corporate power and authority to enter into this Agreement and, subject to the receipt of the AIC Company Stockholder Approval (as defined in Section 3.3(i3.01(k)), to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by AIC the Company and the consummation by AIC the Company of the transactions contemplated by this Agreement hereby have been duly authorized by all necessary corporate action on the part of AICthe Company, subject subject, in the case of the Merger, to the receipt of the AIC Company Stockholder Approval. This Agreement has been duly executed and delivered by AIC the Company and, assuming the due authorization, execution and delivery by CAXParent and Sub, constitutes the a legal, valid and binding obligation of AICthe Company, enforceable against AIC the Company in accordance with its terms, except as such to the extent that enforceability may be limited by applicable bankruptcy, reorganizationinsolvency, insolvency and moratorium or other similar laws affecting the enforcement of creditors' rights generally and by subject to general principles of equity (whether considered at law or in equity). The execution and delivery of this Agreement does and the Support Agreements do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement and the Support 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 loss of a benefit under, or result in the creation of any material Lien upon any of the properties or assets of AIC the Company or any of its Subsidiaries subsidiaries under, (i) the certificate of incorporation or by-laws of AIC the Company or the comparable organizational or governing documents of any of its Subsidiariessubsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement to which AIC or any of its Subsidiaries is a party or any other agreement, instrument, permit, concession, franchise, license or similar authorization applicable to AIC 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 Company Permits or any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to AIC the Company or any of its Subsidiaries subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations, defaults, rights, losses or Liens that individually or in the aggregate would not (x) have are not material to the Company and its subsidiaries taken as a Material Adverse Effect on AIC whole or (y) would not reasonably be expected to materially impair or delay the ability of AIC the Company to perform its obligations under this Agreement or materially delay or prevent consummation of any of the transactions contemplated herebyAgreement. No consent, approval, order or authorization of, action by, or in respect of, or registration, declaration or filing with, any federal, state, local or foreign government, any court, administrative, regulatory or other governmental agency, commission or authority or any non-governmental U.S. or foreign self-regulatory agency, commission or authority or any arbitral tribunal (each, a "Governmental Entity Entity") is required by or with respect to AIC the Company or any of its Subsidiaries subsidiaries in connection with the execution and delivery of this Agreement by AIC the Company or the consummation by AIC the Company of the transactions contemplated by this Agreementhereby, except for for: (l1) the filing with the SEC U.S. Securities and Exchange Commission (the "SEC") of (A) a proxy statement relating to the Company Stockholders Meeting (such proxy statement, as amended or supplemented from time to time, the "Proxy Statement, (B) a registration statement on Form S-4 to be filed with the SEC in connection with the issuance of AIC Common Stock in the Merger"), and (CB) such reports under Section 13(a), 13(d), 15(d) or 15(d16(a) of the Securities Exchange Act of 1934 (the "Exchange Act"), as may be required in connection with this Agreement and the transactions contemplated by this Agreementhereby; (2) the filing of the AIC Certificate of Merger with the Secretary of State of the State of DelawareDelaware and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business; (3) the filing of a pre-merger notification and report form under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and the expiration or termination of the waiting period thereunder and the filing of comparable pre-merger notifications in non-U.S. jurisdictions pursuant to comparable antitrust or competition laws (together with the HSR Act, the "Antitrust Laws"), if applicable, and the expiration of any filings mandatory waiting periods thereunder; (4) compliance with Governmental Entities to satisfy (A) the applicable requirements of the laws National Association of states in which AIC Securities Dealers, Inc. (the "NASD") and its Subsidiaries are qualified or licensed to do business or state securities or the U.K. Financial Services Authority (the "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; FSA"), and (5) such consents, approvals, orders or authorizations (y) the failure of which to be made or obtained, obtained individually or in the aggregate, aggregate would not (x) have a Material Adverse Effect on AIC or (y) materially impair be material to the ability of AIC to perform Company and its obligations under this Agreement or materially delay or prevent the consummation of any of the transactions contemplated herebysubsidiaries taken as whole.

Authority; Noncontravention. AIC Pubco has all requisite corporate power and authority to enter into this Agreement and, subject to the receipt of the AIC Stockholder Approval (as defined in Section 3.3(i)), and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by AIC Pubco and the consummation by AIC Pubco of the transactions contemplated by this Agreement have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of AIC, subject to the receipt of the AIC Stockholder ApprovalPubco. This Agreement has been duly executed and delivered by AIC and, assuming the due authorization, execution and delivery by CAX, constitutes the legal, a valid and binding obligation of AICPubco, enforceable against AIC each such party in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, reorganization, insolvency and similar laws affecting creditors' rights generally and by general principles of equity (whether considered at law or in equity). The execution and delivery of this Agreement does do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or "put" right with respect to any obligation or to loss of a material benefit under, or result in the creation of any Lien lien upon any of the properties or assets of AIC Pubco or any of its Subsidiaries subsidiaries under, (i) the certificate articles of incorporation or by-laws bylaws of AIC Pubco or the comparable charter or organizational or governing documents of any other subsidiary of its SubsidiariesPubco, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement to which AIC or any of its Subsidiaries is a party or any other agreement, instrument, permit, concession, franchise, franchise or license or similar authorization applicable to AIC Pubco or any other subsidiary of its Subsidiaries Pubco or their respective properties or assets assets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule rule, regulation or regulation arbitration award applicable to AIC Pubco or any other subsidiary of its Subsidiaries Pubco or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or Liens liens that individually or in the aggregate would could not (x) have a Material Adverse Effect on AIC material adverse effect with respect to Pubco or (y) could not prevent, hinder or materially impair delay the ability of AIC Pubco to perform its obligations under this Agreement or materially delay or prevent consummation of any of consummate the transactions contemplated herebyby this Agreement. No consent, approval, order or authorization of, action by, or in respect of, or registration, declaration or filing with, or notice to, any Governmental Entity is required by or with respect to AIC Pubco or any other subsidiary of its Subsidiaries Pubco in connection with the execution and delivery of this Agreement by AIC Pubco or the consummation by AIC Pubco be, of any of the transactions contemplated by this Agreement, except for (l) the filing of the Articles of Merger with the SEC Secretaries of (A) the Proxy StatementState of Nevada and Delaware and such other consents, (B) a registration statement on Form S-4 to be filed with the SEC in connection with the issuance of AIC Common Stock in the Mergerapprovals, and (C) such reports under Section 13(a) orders, authorizations, registrations, declarations, filings or 15(d) of the Exchange Act notices as may be required in connection with this Agreement and under the transactions contemplated by this Agreement; (2) the filing of the AIC Certificate of Merger with the Secretary of State of the State of Delaware; (3) any filings with Governmental Entities to satisfy (A) the applicable requirements of the laws of states in which 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 (5) such consents, approvals, orders or authorizations the failure of which to be made or obtained, individually or in the aggregate, would not (x) have a Material Adverse Effect on AIC or (y) materially impair the ability of AIC to perform its obligations under this Agreement or materially delay or prevent the consummation of any of the transactions contemplated herebyvarious states.

Authority; Noncontravention. AIC Happytimes has all the requisite corporate and other power and authority to enter into this Agreement and, subject and to make the receipt of the AIC Stockholder Approval (as defined in Section 3.3(i)), to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by AIC and the consummation by AIC of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of AIC, subject to the receipt of the AIC Stockholder Approvalrepresentations contained herein. This Agreement has been duly executed and delivered by AIC and, assuming the due authorization, execution Happytimes and delivery by CAX, constitutes the legal, a valid and binding obligation of AICHappytimes, enforceable against AIC Happytimes in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, reorganization, insolvency and similar laws affecting creditors' rights generally and by general principles of equity (whether considered at law or in equity). The execution and delivery of this Agreement does do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement hereof will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or "put" right with respect to any obligation or to loss of a material benefit under, or result in the creation of any Lien lien upon any of the properties or assets of AIC or any of its Subsidiaries Happytimes under, (i) the certificate Articles of incorporation Incorporation or by-laws Bylaws of AIC or the comparable organizational or governing documents of any of its SubsidiariesHappytimes , (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement to which AIC or any of its Subsidiaries is a party or any other agreement, instrument, permit, concession, franchise, franchise or license or similar authorization applicable to AIC or any of Happytimes , its Subsidiaries or their respective properties or assets assets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule rule, regulation or regulation arbitration award applicable to AIC or any of Happytimes , its Subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations, defaults, rights, losses or Liens that individually or in the aggregate would not (x) have a Material Adverse Effect on AIC or (y) materially impair the ability of AIC to perform its obligations under this Agreement or materially delay or prevent consummation of any of the transactions contemplated hereby. No consent, approval, order or authorization of, action by, or in respect of, or registration, declaration or filing with, or notice to, any federal, state or local government or any court, administrative agency or commission or other governmental authority, agency, domestic or foreign (a "Governmental Entity Entity"), is required by or with respect to AIC or any of its Subsidiaries Happytimes in connection with the execution and delivery of this Agreement by AIC Happytimes or the consummation by AIC Happytimes of the transactions contemplated by hereby, except, with respect to this Agreement, except for (l) the filing with the SEC of (A) the Proxy Statement, (B) a registration statement on Form S-4 to be filed with the SEC in connection with the issuance of AIC Common Stock in the Merger, and (C) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement; (2) the filing of the AIC Certificate Articles of Merger with the Secretary of State of the State of Delaware; (3) any filings with Governmental Entities to satisfy (A) the applicable requirements of the laws of states in which 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 (5) such consents, approvals, orders or authorizations the failure of which to be made or obtained, individually or in the aggregate, would not (x) have a Material Adverse Effect on AIC or (y) materially impair the ability of AIC to perform its obligations under this Agreement or materially delay or prevent the consummation of any of the transactions contemplated herebyNevada.

Authority; Noncontravention. AIC (a) ACI has all requisite corporate power and authority to enter into execute and deliver this Agreement and, subject to the receipt of the AIC Stockholder Approval (as defined in Section 3.3(i))ACI Shareholder Approval, to consummate the transactions contemplated by this Agreementhereby. The execution and delivery of this Agreement by AIC ACI and the consummation by AIC ACI of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of AICACI and no other corporate proceedings on the part of ACI are necessary to authorize this Agreement, subject to consummate the receipt transactions contemplated by this Agreement (other than the obtaining of the AIC Stockholder ACI Shareholder Approval). This Agreement has been duly executed and delivered by AIC ACI and, assuming the due authorization, execution and delivery by CAXeach of the other parties hereto, constitutes the a legal, valid and binding obligation of AICACI, enforceable against AIC such person in accordance with its terms, except as subject to bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar Laws affecting the rights of creditors generally and the availability of equitable remedies (regardless of whether such enforceability may be limited is considered in a proceeding in equity or at law). (b) At a meeting duly called and held, ACI’s Board of Directors has unanimously: (1) determined that this Agreement and the transactions contemplated hereby (including the Merger and the Arrangement) are advisable and fair to and in the best interests of ACI and the holders of the ACI Common Shares; (2) authorized and approved this Agreement and the transactions contemplated hereby (including the Merger and the Arrangement); and (3) resolved to recommend approval and adoption of the Arrangement by applicable bankruptcy, reorganization, insolvency and similar laws affecting creditors' rights generally and by general principles of equity its shareholders at the ACI Meeting. (whether considered at law or in equity). c) The execution and delivery of this Agreement does by ACI do not, and the consummation by ACI of the Arrangement and the other transactions contemplated by this Agreement and compliance by ACI with the provisions of this Agreement will not, conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of of, or result in, termination, modification, cancellation or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Lien in or upon any of the properties or other assets of AIC ACI or any of its Subsidiaries under, (ix) the certificate of incorporation ACI Articles or by-laws of AIC the ACI Bylaws or the comparable organizational or governing documents of any of its Subsidiaries, (iiy) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement Contract to which AIC ACI or any of its Subsidiaries is a party or any of their respective properties or other instrumentassets is subject or (z) subject to the obtaining of the ACI Shareholder Approval and obtaining consents or approvals of any Governmental Authority or making the governmental filings and other matters referred to in Section 5.04(d), permit, concession, franchise, license or similar authorization any (1) Law applicable to AIC ACI or any of its Subsidiaries or any of their respective properties or other assets or (2) Order applicable to ACI 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 AIC or any of its Subsidiaries or their respective properties or assets, other than, in the case of clauses (iiy) and (iiiz), any such conflicts, violations, breaches, defaults, rightsrights of termination, modification, cancellation or acceleration, losses or Liens that individually or in the aggregate have not had and would not (x) reasonably be expected to have a an ACI Material Adverse Effect on AIC or Effect. (yd) materially impair the ability of AIC to perform its obligations under this Agreement or materially delay or prevent consummation of any of the transactions contemplated hereby. No consent, approval, order order, receipt or authorization of, action by, by or in respect of, or registration, declaration or filing with, any Governmental Entity Authority is required by or with respect to AIC ACI or any of its Subsidiaries in connection with the execution and delivery of this Agreement by AIC ACI or the consummation by AIC of the Arrangement or the other transactions contemplated by this Agreement, except for (l1) the filing with the SEC of (A) the Proxy Statementfiling of a premerger notification and report form by ACI under the HSR Act and the expiration or termination of the waiting period required thereunder, (B) a registration statement on Form S-4 to be filed with the SEC in connection with the issuance of AIC Common Stock in the MergerCompetition Act Approval and ICA Approval, and (C) such reports the receipt, termination or expiration, as applicable, of approvals or waiting periods required under Section 13(aany other applicable antitrust Law, (2) or 15(d) applicable requirements of the Exchange Act 1933 Act, the 1934 Act, and state securities and “blue sky” Laws, as may be required in connection with this Agreement and the transactions contemplated by this Agreement; , (23) the filing of the AIC Certificate Articles of Merger Arrangement with the Secretary of State Director, (4) applicable requirements under the Canadian Securities Laws and of the State of Delaware; Canadian Securities Regulatory Authorities, (35) any filings with Governmental Entities to satisfy (A) the applicable requirements and approvals of the laws of states in which AIC and its Subsidiaries are qualified or licensed to do business or state securities or "blue sky" laws or NYSE, (B6) any filings required by foreign governmental entities; with and approvals of the TSX, (47) any applicable requirements under forestry legislation in jurisdictions in which ACI or any of its Subsidiaries operate and the Permits issued or granted under 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; legislation, and (5) 8) such other consents, approvals, orders or authorizations orders, authorizations, actions, registrations, declarations and filings the failure of which to be obtained or made or obtained, individually or in the aggregate, aggregate has not had and would not (x) reasonably be expected to have a an ACI Material Adverse Effect on AIC Effect. (e) There is no anti-takeover statute, regulation or Law, or any takeover-related provision in the ACI Articles or ACI Bylaws that would (yi) materially impair prohibit or restrict the ability of AIC any ACI Entity to perform its obligations under this Agreement or materially delay or prevent the consummation of any of to consummate the transactions contemplated hereby, or (ii) have the effect of invalidating or voiding this Agreement or any provision hereof. ACI has not entered into, and the Board of Directors of ACI has not adopted or authorized the adoption of, any stockholder rights plan or similar agreement.

Authority; Noncontravention. AIC CHCI has all requisite corporate power and authority to enter into this Agreement and, subject to the receipt of the AIC Stockholder Approval (as defined in Section 3.3(i)), and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by AIC CHCI and the consummation by AIC CHCI of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of AICCHCI, subject subject, in the CHCI of the Merger, to the receipt of the AIC CHCI Stockholder Approval. This Agreement has been duly executed and delivered by AIC CHCI and, assuming the due authorization, execution and delivery by CAX, HUNAPU INC. and CHCI constitutes the legal, valid and binding obligation of AICCHCI, enforceable against AIC CHCI in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, reorganization, insolvency and similar laws affecting creditors' rights generally and by general principles of equity (whether considered at law or in equity). The execution and delivery of this Agreement does do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets of AIC CHCI or any of its Subsidiaries subsidiaries under, (i) the certificate of incorporation or byBy-laws Laws of AIC CHCI or the comparable organizational or governing documents of any of its Subsidiariessubsidiaries, (ii) any ii)any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement to which AIC or any of its Subsidiaries is a party or any other agreement, instrument, permit, concession, franchise, license or similar authorization applicable to AIC CHCI 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 AIC CHCI or any of its Subsidiaries subsidiaries or their respective properties or assets, other than, in the case CHCI of clauses (ii) and (iii), any such conflicts, violations, defaults, rights, losses or Liens that individually or in the aggregate would not (x) have a Material Adverse Effect material adverse effect on AIC CHCI or (y) materially reasonably be expected to impair the ability of AIC CHCI to perform its obligations under this Agreement or materially delay or prevent consummation of any of the transactions contemplated herebyAgreement. No consent, approval, order or authorization of, action by, by or in respect of, or registration, declaration or filing with, any Governmental Entity federal, state, local or foreign government, any court, administrative, regulatory or other governmental agency, commission or authority or any nongovernmental self-regulatory agency, commission or authority (a "governmental entity") is required by or with respect to AIC CHCI or any of its Subsidiaries subsidiaries in connection with the execution and delivery of this Agreement by AIC CHCI or the consummation by AIC CHCI of the transactions contemplated by this Agreement, except for (l) the filing with the SEC of (A) the Proxy Statement, (B) a registration statement on Form S-4 to be filed with the SEC in connection with the issuance of AIC Common Stock in the Merger, and (C) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement; (21) the filing of the AIC Certificate of Merger with the Secretary of State of Delaware and appropriate documents with the State relevant authorities of Delaware; (3) any other states in which CHCI is qualified to do business and such filings with Governmental Entities governmental entities to satisfy (A) the applicable requirements of the laws of states in which 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 Mergerlaws; and (52) such consents, approvals, orders or authorizations the failure of which to be made or obtained, obtained individually or in the aggregate, aggregate would not (x) have a Material Adverse Effect material adverse effect on AIC CHCI or (y) materially reasonably be expected to impair the ability of AIC CHCI to perform its obligations under this Agreement or materially delay or prevent the consummation of any of the transactions contemplated herebyAgreement.

Authority; Noncontravention. AIC The Acquiror has all requisite corporate power and authority to enter into this Agreement and, subject to the receipt of the AIC Stockholder Approval (as defined in Section 3.3(i)), and to consummate the transactions contemplated by this Agreementhereby. The execution and delivery of this Agreement by AIC the Acquiror and the consummation by AIC the Acquiror of the transactions contemplated by this Agreement hereby have been duly authorized by all necessary corporate action on the part of AIC, subject to the receipt of the AIC Stockholder ApprovalAcquiror. This Agreement has been duly executed and delivered by AIC and, the Acquiror and (assuming the due authorization, execution and delivery by CAX, each of the Sellers and PMSI) constitutes the legal, a valid and binding obligation of AICthe Acquiror, enforceable against AIC it in accordance with its terms, except as such enforceability may be limited by applicable subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, insolvency moratorium and other similar laws affecting creditors' rights generally and by generally, general equitable principles of equity (whether considered in a proceeding in equity or at law or in equity)law) and an implied covenant of good faith and fair dealing. The execution and delivery of this Agreement does not, and the consummation by the Acquiror of the transactions contemplated by this Agreement and compliance by the Acquiror with the provisions of this Agreement will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of of, or a "put" right with respect to any obligation under, or to a loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of AIC or any of its Subsidiaries under, (i) the certificate of incorporation or by-laws of AIC the Acquiror or any subsidiary of the comparable organizational or governing documents of any of its SubsidiariesAcquiror, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement to which AIC or any of its Subsidiaries is a party or any other contract, agreement, instrument, permit, concession, franchise, franchise or license or similar authorization applicable to AIC which the Acquiror or any subsidiary of its Subsidiaries the Acquiror is a party or by which any of their respective properties or assets are bound or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule rule, regulation or regulation arbitration award applicable to AIC the Acquiror or any subsidiary of the Acquiror or its Subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or Liens that individually or in the aggregate would could not (x) reasonably be expected to have a Material Adverse Effect on AIC or (y) materially impair with respect to the ability of AIC to perform its obligations under this Agreement or materially delay or prevent consummation of any of the transactions contemplated herebyAcquiror. No consent, approval, order or authorization of, action by, or in respect of, or registration, declaration or filing with, or notice to, any Governmental Entity or any other third party is required by or with respect to AIC or any of its Subsidiaries the Acquiror in connection with the execution and delivery of this Agreement by AIC the Acquiror or the consummation by AIC the Acquiror of any of the transactions contemplated by this Agreementhereby, except for (l) the filing with the SEC and The New York Stock Exchange, Inc. (the "NYSE") of (A) the Proxy Statement, (B) a registration statement on Form S-4 to be filed with the SEC in connection with the issuance of AIC Common Stock in the Merger, and (C) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement; hereby, (2ii) the filing consents and approvals specified in Schedule III of the AIC Certificate of Merger with the Secretary of State of the State of Delaware; this Agreement and (3) any filings with Governmental Entities to satisfy (A) the applicable requirements of the laws of states in which 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; (4iii) 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 (5) such other consents, approvals, orders orders, authorizations, registrations, declarations, filings or authorizations notices the failure of which to be made make or obtainedobtain, individually or in the aggregate, would could not reasonably be expected to (x) prevent or materially delay consummation of the transactions contemplated hereby or performance of any of the Acquiror's obligations hereunder or (y) have a Material Adverse Effect on AIC or (y) materially impair with respect to the ability of AIC to perform its obligations under this Agreement or materially delay or prevent the consummation of any of the transactions contemplated herebyAcquiror.

Authority; Noncontravention. AIC Company has all the requisite corporate --------------------------- power and authority to enter into this Agreement and, subject to the receipt of the AIC Stockholder Approval (as defined in Section 3.3(i)), and to consummate the transactions contemplated by this Agreementhereby. The execution and delivery of this Agreement by AIC Company and the consummation by AIC Company of the transactions contemplated by this Agreement hereby have been duly authorized by all necessary corporate action on the part of AICCompany, subject subject, in the case of the Merger, to the receipt adoption of the AIC Stockholder Approvalthis Agreement by its stockholders as contemplated by Section 6.1(a). This Agreement has been duly executed and delivered by AIC Company and, assuming the due authorization, execution and delivery by CAX, that this Agreement constitutes the legal, a valid and binding obligation of AICParent and Purchaser, constitutes a valid and binding obligation of Company, enforceable against AIC Company in accordance with its terms, except as such enforceability may be limited by subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, insolvency moratorium and similar laws affecting creditors' rights and remedies generally and by to general principles of equity (whether considered at law or equity. Except as specified in equity). The Section 4.1(b) of the Disclosure Schedule, the execution and delivery of this Agreement does not, and the consummation of the transactions contemplated by this Agreement hereby and compliance with the provisions hereof will not, (i) conflict with any of the provisions of the certificate of incorporation or bylaws of Company or the comparable governing documents of any Subsidiary of Company, in each case as amended to the date of this Agreement will notAgreement, (ii) subject to the governmental filings and other matters referred to in Section 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 a loss of a material benefit under, or result in require the creation consent of any Lien upon any of the properties or assets of AIC or any of its Subsidiaries person under, (i) the certificate of incorporation or by-laws of AIC or the comparable organizational or governing documents of any of its Subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease indenture or other agreement to which AIC or any of its Subsidiaries is a party or any other instrumentagreement, permit, concession, franchise, license or similar authorization applicable instrument or undertaking to AIC which Company or any of its Subsidiaries is a party or by which Company or any of its Subsidiaries or any of their respective properties assets is bound or assets affected, or (iii) subject to the governmental filings and other matters referred to in the following sentenceSection 4.1(c), contravene any judgment, order, decree, statute, domestic or foreign law, ordinance, rule or regulation applicable to AIC 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 clauses (ii) and (iii), any such conflicts, violations, defaults, rights, losses or Liens that individually or in the aggregate ) above would not (x) have a Material Adverse Effect on AIC or (y) materially impair the ability of AIC reasonably be expected to perform its obligations under this Agreement or materially delay or prevent consummation of any of the transactions contemplated hereby. No consent, approval, order or authorization of, action by, or in respect of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to AIC or any of its Subsidiaries in connection with the execution and delivery of this Agreement by AIC or the consummation by AIC of the transactions contemplated by this Agreement, except for (l) the filing with the SEC of (A) the Proxy Statement, (B) a registration statement on Form S-4 to be filed with the SEC in connection with the issuance of AIC Common Stock in the Merger, and (C) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement; (2) the filing of the AIC Certificate of Merger with the Secretary of State of the State of Delaware; (3) any filings with Governmental Entities to satisfy (A) the applicable requirements of the laws of states in which 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 (5) such consents, approvals, orders or authorizations the failure of which to be made or obtainedhave, individually or in the aggregate, would not (x) have a Material Adverse Effect on AIC or (y) materially impair the ability of AIC to perform its obligations under this Agreement or materially delay or prevent the consummation of any of the transactions contemplated herebyCompany.

Authority; Noncontravention. AIC has Parent and Sub have all requisite corporate power and authority to enter into this Agreement and, subject to the receipt of the AIC Stockholder Approval (as defined in Section 3.3(i)), and to consummate the transactions contemplated by this Agreement. The Board of Directors of Parent has unanimously approved and declared advisable this Agreement and the transactions contemplated by this Agreement. The execution and delivery of this Agreement by AIC and the consummation by AIC of the transactions contemplated by this Agreement Agreement, in each case by Parent or by Parent and Sub, as the case may be, have been duly authorized by all necessary corporate action on the part of AIC, subject to the receipt of the AIC Stockholder ApprovalParent and Sub. This Agreement has been duly executed and delivered by AIC Parent and Sub, respectively, and, assuming the due authorization, execution and delivery by CAXthe Company, constitutes the legal, a valid and binding obligation of AICParent and Sub, respectively, enforceable against AIC each such party in accordance with its terms, except as such enforceability may be limited by applicable terms (subject to bankruptcy, reorganizationinsolvency, insolvency and moratorium, reorganization or similar laws Laws affecting creditors' the rights of creditors generally and by general principles the availability of equity (whether considered at law or in equityequitable remedies). The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions of 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 benefit any material rights under, or result in the creation of any Lien upon any of the properties or assets of AIC Parent or any of its Subsidiaries Sub under, (i) the certificate Certificate of incorporation or byIncorporation and By-laws of AIC Parent or the comparable organizational or governing documents Certificate of any Incorporation and By-laws of its SubsidiariesSub, (ii) the First Amended Joint Plan of Reorganization Filed by the Debtors and Official Committee of Unsecured Creditors (the "BTHC Plan") and the order confirming the BTHC Plan entered by the United States Bankruptcy Court for the Northern District of Texas (the "Bankruptcy Court") in Case No. 03-33152-HDH-11, (iii) any loan Contract or credit agreement, note, bond, mortgage, indenture, lease or other agreement to which AIC or any of its Subsidiaries is a party or any other instrument, permit, concession, franchise, license or similar authorization Permit applicable to AIC Parent or any of its Subsidiaries Sub or their respective properties or assets or (iiiiv) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule Judgment or regulation Law applicable to AIC Parent or any of its Subsidiaries Sub or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations, defaults, rights, losses or Liens that individually or in the aggregate would not (x) have a Material Adverse Effect on AIC or (y) materially impair the ability of AIC to perform its obligations under this Agreement or materially delay or prevent consummation of any of the transactions contemplated hereby. No consent, approval, order or authorization of, action by, or in respect of, or registration, declaration registration or filing with, any Governmental Entity Entity, including the Bankruptcy Court, is required by or with respect to AIC Parent or any of its Subsidiaries Sub in connection with the execution and delivery of this Agreement by AIC Parent or Sub, as the case may be, or the consummation by AIC Parent or Sub, as the case may be, of the transactions contemplated by this Agreement, except for (l) the filing with the SEC of (A) the Proxy Statement, (B) a registration statement on Form S-4 to be filed with the SEC in connection with the issuance of AIC Common Stock in the Merger, and (C) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement; (2i) the filing of the AIC Certificate of Merger with the Delaware Secretary of State of the State of Delaware; (3) any and such filings with Governmental Entities to satisfy (A) the applicable requirements of the laws of states in which AIC and its Subsidiaries are qualified or licensed to do business or state securities or "blue sky" laws or laws, (Bii) the certificate of compliance with reverse acquisition requirements to be filed with the Bankruptcy Court (the "Certificate of Compliance") and any filings related notice required by foreign governmental entities; the BTHC Plan and (4iii) such applications and filings as those that may be required solely by reason of the New York Stock Exchange in connection with listing the shares of AIC Common Stock Company's (as opposed to be issued any other third party's) participation in the Merger; Merger and (5) such consents, approvals, orders or authorizations the failure of which to be made or obtained, individually or in the aggregate, would not (x) have a Material Adverse Effect on AIC or (y) materially impair the ability of AIC to perform its obligations under this Agreement or materially delay or prevent the consummation of any of the other transactions contemplated herebyby this Agreement.

Authority; Noncontravention. AIC (i) Each of Parent and Merger Sub has all requisite corporate power and authority to enter into execute and deliver this Agreement and, subject to the receipt of the AIC Stockholder Approval (as defined in Section 3.3(i)), and to consummate the transactions contemplated by this AgreementTransactions. The execution and delivery of this Agreement by AIC and the consummation by AIC of the transactions contemplated by this Agreement Transactions have been duly authorized by all necessary the Board of Managers of Parent and the sole member of Merger Sub and no other corporate action proceedings on the part of AIC, subject Parent or Merger Sub are necessary to authorize this Agreement or to consummate the receipt Transactions. This Agreement and the consummation of the AIC Stockholder ApprovalTransactions do not require approval of the holders of any membership units of Parent. This Agreement has been duly executed and delivered by AIC each of Parent and Merger Sub and, assuming the due authorization, execution and delivery by CAXthe Company, constitutes the a legal, valid and binding obligation of AICParent and Merger Sub, as applicable, enforceable against AIC Parent and Merger Sub, as applicable, in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, reorganization, insolvency subject to the Bankruptcy and similar laws affecting creditors' rights generally and by general principles of equity Equity Exceptions. (whether considered at law or in equity). ii) The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated by this Agreement Merger and the other Transactions, and compliance with the provisions of this Agreement will not, conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of of, or result in, termination, cancellation or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Lien in or upon any of the properties or other assets of AIC Parent or any Merger Sub under (A) the articles of its Subsidiaries underorganization or limited liability company agreements of Parent or Merger Sub, (i) the certificate of incorporation or by-laws of AIC or the comparable organizational or governing documents of any of its Subsidiaries, (iiB) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement Contract to which AIC Parent or any of its Subsidiaries Merger Sub is a party or any other instrument, permit, concession, franchise, license or similar authorization applicable to AIC or any of its Subsidiaries or their respective properties or other assets is subject, in any way that would prevent, materially impede or materially delay the consummation of the Merger (including the payments required to be made pursuant to ARTICLE II) or the other Transactions contemplated hereby, or (iiiC) subject to the governmental filings and other matters referred to in the following sentenceSection 3.02(b)(iii), any judgment, order, decree, statute, law, ordinance, rule or regulation (1) Law applicable to AIC Parent or any of its Subsidiaries Merger Sub or their respective properties or other assets, or (2) order, writ, injunction, decree, judgment or stipulation, in each case applicable to Parent or Merger Sub or their respective properties or other assets, other than, in the case of clauses (iiB) and (iiiC), any such conflicts, violations, breaches, defaults, rights, losses or Liens that individually or in the aggregate would not (x) reasonably be expected to have a Parent Material Adverse Effect on AIC or Effect. (yiii) materially impair the ability of AIC to perform its obligations under this Agreement or materially delay or prevent consummation of any of the transactions contemplated hereby. No material consent, approval, order or authorization of, action by, by or in respect of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to AIC Parent or any of its Subsidiaries Merger Sub in connection with the execution and delivery of this Agreement by AIC Parent and Merger Sub or the consummation by AIC Parent and Merger Sub of the transactions contemplated by this AgreementMerger or the other Transactions, except for (l) the filing with the SEC of (A) the Proxy Statement, (B) a registration statement on Form S-4 to be filed with the SEC in connection with the issuance of AIC Common Stock in the Merger, and (C) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement; (2) the filing of the AIC Certificate Articles of Merger with the Secretary of State of the State of Delaware; (3) any filings with Governmental Entities to satisfy (A) the applicable requirements of the laws of states in which 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 (5) such consents, approvals, orders or authorizations the failure of which to be made or obtained, individually or in the aggregate, would not (x) have a Material Adverse Effect on AIC or (y) materially impair the ability of AIC to perform its obligations under this Agreement or materially delay or prevent the consummation of any of the transactions contemplated herebySDAT.

Authority; Noncontravention. AIC Asante has all requisite corporate power and authority to enter into this Agreement and, subject to the receipt of the AIC Stockholder Approval (as defined in Section 3.3(i)), and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by AIC Asante and the consummation by AIC Asante of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of AICAsante, subject subject, in the case of the Acquisition, to the receipt Asante Stockholder Approval (approval of the AIC Stockholder Approvalshareholders of Asante as required by applicable Delaware law). This Agreement has been duly executed and delivered by AIC Asante and, assuming the due authorization, execution and delivery by CAX, Asante constitutes the only legal, valid and binding obligation of AICAsante, enforceable against AIC Asante in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, reorganization, insolvency and similar laws affecting creditors' rights generally and by general principles of equity (whether considered at law or in equity). The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets of AIC or any of its Subsidiaries Assets to be transferred by Asante under, (i) the certificate of incorporation or byBy-laws Laws of AIC or the comparable organizational or governing documents of any of its SubsidiariesAsante, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement to which AIC or any of its Subsidiaries is a party or any other agreement, instrument, permit, concession, franchise, license or similar authorization applicable to AIC Asante 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 AIC Asante or any of its Subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations, defaults, rights, losses or Liens that individually or in the aggregate would not (x) have a Material Adverse Effect material adverse effect on AIC Asante or (y) materially reasonably be expected to impair the ability of AIC Asante to perform its obligations under this Agreement or materially delay or prevent consummation of any of the transactions contemplated herebyAgreement. No consent, approval, order or authorization of, action by, by or in respect of, or registration, declaration or filing with, any federal, state, local or foreign government, any court, administrative, regulatory or other governmental agency, commission or authority or any nongovernmental self-regulatory agency, commission or authority (a "Governmental Entity Entity") is required by or with respect to AIC or any of its Subsidiaries Asante in connection with the execution and delivery of this Agreement by AIC Asante or the consummation by AIC Asante of the transactions contemplated by this Agreement, except for (l) the filing with the SEC of (A) the Proxy Statement, (B) a registration statement on Form S-4 to be filed with the SEC in connection with the issuance of AIC Common Stock in the Merger, and (C) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement; (21) the filing of the AIC Certificate of Merger appropriate documents with the Secretary relevant authorities of State of the State of Delaware; (3) any other states in which Asante is qualified to do business and such filings with Governmental Entities to satisfy (A) the applicable requirements of the laws of states in which 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 transfer or assignment of AIC Common Stock to be issued in the Mergerpatents, service marks, trade names, copy rights or similar rights; and (52) such consents, approvals, orders or authorizations the failure of which to be made or obtained, obtained individually or in the aggregate, aggregate would not (x) have a Material Adverse Effect material adverse effect on AIC Asante or (y) materially reasonably be expected to impair the ability of AIC Asante to perform its obligations under this Agreement Agreement. Except as set forth in Section 3.1(d) of the Asante Disclosure Schedule, to the knowledge of Asante, Asante is not in material violation of, or materially delay in material default under, (i) any term or prevent the consummation provision of its Certificate of Incorporation or By-Laws; 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. Asante 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 transactions contemplated herebycase 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 outstanding and in good 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. AIC Each of CCI and Investor Newco has all requisite corporate power and authority to enter into execute and deliver this Agreement and, subject to the receipt of the AIC Stockholder Approval (as defined in Section 3.3(i)), and to consummate the transactions contemplated by this Agreement, including the Merger. The execution and delivery of this Agreement by AIC and the consummation by AIC of the transactions contemplated by this Agreement Agreement, including the Merger, have been duly authorized by all necessary corporate action on the part of AICeach of CCI and Investor Newco, subject and no other corporate proceedings (including no shareholder action) on the part of either CCI or Investor Newco is necessary to authorize this Agreement or to consummate the receipt of transactions contemplated hereby, including the AIC Stockholder ApprovalMerger. This Agreement has been duly executed and delivered by AIC each of CCI and Investor Newco and, assuming the due authorization, execution and delivery by CAXthe Company and Family Newco, constitutes the a legal, valid and binding obligation of AICeach of CCI and Investor Newco, enforceable against AIC CCI and Investor Newco in accordance with its terms, except subject, as such enforceability may be limited by applicable to enforceability, to bankruptcy, insolvency, reorganization, insolvency moratorium and similar laws other Laws of general applicability relating to or affecting creditors' ’ rights generally and by to general principles of equity (whether considered at law or in equity)principles. The execution and delivery of this Agreement does do not, and the consummation of the Merger and the other transactions contemplated by this Agreement and compliance with the provisions of this Agreement will not, conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of 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 AIC either CCI or any of its Subsidiaries Investor Newco under, any provision of (i) the certificate their respective certificates of incorporation or by-laws of AIC or the comparable organizational or governing documents of any of its Subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement to which AIC or any of its Subsidiaries is a party or any other instrument, permit, concession, franchise, license or similar authorization applicable to AIC 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, (A) any judgmentContract or Permit to which either CCI or Investor Newco is a party or by which any of their properties or assets is bound or (B) any Law or Judgment, order, decree, statute, law, ordinance, rule or regulation in each case applicable to AIC either CCI or any of its Subsidiaries Investor Newco or their respective properties or assets, other than, in the case of clauses clause (ii) and (iii)above, any such conflicts, violations, defaults, rights, losses or Liens that that, individually or in the aggregate aggregate, would not (x) have a an Investor Material Adverse Effect on AIC or (y) materially impair the ability of AIC to perform its obligations under this Agreement or materially delay or prevent consummation of any of the transactions contemplated herebyEffect. No consent, approval, order or authorization of, action by, or in respect of, or registration, declaration or filing with, or notice to, any Governmental Entity is required to be obtained or made by or with respect to AIC CCI or any of its Subsidiaries Investor Newco in connection with the execution and delivery of this Agreement by AIC CCI or Investor Newco or the consummation by AIC CCI or Investor Newco of the Merger or the other transactions contemplated by this Agreement, Agreement except for (li) the filing with the SEC of (A) the Proxy StatementSchedule 13E-3, (B) a registration statement on Form S-4 to be filed with the SEC in connection with the issuance of AIC Common Stock in the Merger, and (C) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement; (2ii) the filing of the AIC Certificate Articles of Merger with the Secretary Department of State of the State of Delaware; (3) any filings New York and appropriate documents with Governmental Entities to satisfy (A) the applicable requirements relevant authorities of the laws of states other jurisdictions in which AIC and its Subsidiaries are either CCI or Investor Newco is organized or qualified or licensed to do business or state securities or "blue sky" laws or and (B) any filings required by foreign governmental entities; (4iii) 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 (5) such other consents, approvals, orders or authorizations orders, authorizations, registrations, declarations, filings and notices the failure of which to be made obtained or obtainedmade, individually or in the aggregate, would not (x) reasonably be expected to have a an Investor Material Adverse Effect on AIC or (y) materially impair the ability of AIC to perform its obligations under this Agreement or materially delay or prevent the consummation of any of the transactions contemplated herebyEffect.

Authority; Noncontravention. AIC NTL has all requisite corporate power and authority to enter into this Agreement and, subject to the receipt of the AIC Stockholder Approval (as defined in Section 3.3(i)), to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by AIC NTL and the consummation by AIC NTL of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of AICNTL, subject including, if required, by the shareholders of NTL prior to the receipt of the AIC Stockholder ApprovalClosing Date. This Agreement has been duly executed and delivered by AIC NTL and, assuming the due authorization, execution and delivery by CAXDiamond and each Transferor, constitutes the legal, valid and binding obligation obligations of AICNTL, enforceable against AIC NTL in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, reorganization, insolvency bankruptcy and similar laws affecting creditors' rights generally and or by general principles of equity (whether considered in a proceeding in equity or at law or in equitylaw). The Except as set forth in Section 3.3(d) of the NTL Disclosure Schedule, the execution and delivery of this Agreement does do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets of AIC NTL or any of its Subsidiaries subsidiaries under, (i) the certificate of incorporation or by-laws of AIC NTL or the comparable organizational or governing documents of any of its Subsidiariessubsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement to which AIC or any of its Subsidiaries is a party or any other agreement, instrument, permit, concession, franchise, license or similar authorization applicable to AIC NTL 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 AIC NTL or any of its Subsidiaries subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations, defaults, rights, losses or Liens that individually or in the aggregate would not (x) have a Material Adverse Effect on AIC or (y) materially impair the ability of AIC to perform its obligations under this Agreement or materially delay or prevent consummation of any of the transactions contemplated hereby. No consent, approval, order or authorization of, action by, or in respect of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to AIC or any of its Subsidiaries in connection with the execution and delivery of this Agreement by AIC or the consummation by AIC of the transactions contemplated by this Agreement, except for (l) the filing with the SEC of (A) the Proxy Statement, (B) a registration statement on Form S-4 to be filed with the SEC in connection with the issuance of AIC Common Stock in the Merger, and (C) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement; (2) the filing of the AIC Certificate of Merger with the Secretary of State of the State of Delaware; (3) any filings with Governmental Entities to satisfy (A) the applicable requirements of the laws of states in which 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 (5) such consents, approvals, orders or authorizations the failure of which to be made or obtained, individually or in the aggregate, would not (x) have a Material Adverse Effect on AIC or (y) materially impair the ability of AIC to perform its obligations under this Agreement or materially delay or prevent the consummation of any of the transactions contemplated hereby.and

Authority; Noncontravention. AIC Green has all requisite corporate power and authority to enter into this Agreement and, subject to the receipt Green Merger Shareholder Approval, in the case of the AIC Stockholder Approval (as defined in Section 3.3(i))Merger, to consummate the transactions contemplated by this Agreement. Green has all requisite corporate power and authority to enter into the Option Agreements and to consummate the transactions contemplated thereby. The execution and delivery of this Agreement and the Option Agreements by AIC Green and the consummation by AIC Green of the transactions contemplated by this Agreement and the Option Agreements have been duly authorized by all necessary corporate action on the part of AICGreen, subject, in the case of the Merger, to the Green Merger Shareholder Approval and subject to the receipt Green Pennsylvania Shareholder Approval, in the case of the AIC Stockholder ApprovalSecond Offer. This Agreement has and the Option Agreements have been duly executed and delivered by AIC and, assuming the due authorization, execution Green and delivery by CAX, constitutes the constitute legal, valid and binding obligation obligations of AICGreen, enforceable against AIC Green in accordance with its their terms, except as such enforceability may be limited by applicable bankruptcy, reorganization, insolvency and similar laws affecting creditors' rights generally and by general principles of equity (whether considered at law or in equity). The execution and delivery of this Agreement does and the Option Agreements do not, and the consummation of the transactions contemplated by this Agreement and the Option Agreements and compliance with the provisions of this Agreement and the Option 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 loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of AIC Green or any of its Significant Subsidiaries under, (i) the certificate of incorporation or by-laws of AIC Green or the comparable organizational or governing documents of any of its Significant Subsidiaries, (ii) subject to giving such notices and obtaining such consents as may be listed in Section 3.1(d) of the Green Disclosure Schedule, any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement to which AIC or any of its Subsidiaries is a party or any other agreement, instrument, permit, concession, franchise, franchise or license or similar authorization applicable to AIC Green or any of its Significant Subsidiaries or their respective properties or assets assets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to AIC Green or any of its Significant Subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations, defaults, rights, losses or Liens that individually or in the aggregate would not (x) have a Material Adverse Effect material adverse effect on AIC or Green, (y) materially impair the ability of AIC Green to perform its obligations under this Agreement (including obligations respecting the Offer and the Merger) or the Option Agreements, or (z) prevent or materially delay or prevent the consummation of any of the transactions contemplated herebyby this Agreement (including the Offer and the Merger) or the Option Agreements. No consent, approval, order or authorization of, action by, or in respect of, or registration, declaration or filing with, any federal, state, local or foreign government or any court, administrative or regulatory agency or commission or other governmental authority or agency (a "Governmental Entity Entity") is required by or with respect to AIC Green or any of its Significant Subsidiaries in connection with the execution and delivery of this Agreement or the Option Agreements by AIC Green or the consummation by AIC Green of the transactions contemplated by this AgreementAgreement or the Option Agreements, except for for: (l1) compliance with any applicable requirements of the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"); (2) compliance with any applicable requirements relating to approval of the Merger by the STB; (3) the filing with the SEC of (A) a proxy statement relating to the Green Pennsylvania Shareholders Meeting, as contemplated by Section 5.1(b) hereof (such proxy statement, as amended or supplemented from time to time, the "Green Pennsylvania Proxy Statement"), (B) a registration proxy statement on Form S-4 relating to be filed the Green Merger Shareholders Meeting (such proxy statement, together with the SEC proxy statement relating to the White Shareholders Meeting, in connection each case as amended or supplemented from time to time, the "Joint Proxy Statement" which, together with the issuance of AIC Common Stock in Green Pennsylvania Proxy Statement, are referred to herein as the Merger"Proxy Statements"), (C) the Schedule 14D-9 and (CD) such reports under Section 13(a), 13(d), 15(d) or 15(d16(a) of the Exchange Act Act, as may be required in connection with this Agreement Agreement, the Option Agreements and the transactions contemplated by this AgreementAgreement and the Option Agreements; (24) the filing of the AIC Certificate Articles of Merger as provided in Section 1.3, the Amended Green Articles as provided in Section 5.1(f) and appropriate documents with the Secretary relevant authorities of State of the State of Delaware; (3) any other states in which Green is qualified to do business and such filings with Governmental Entities to satisfy (A) the applicable requirements of the laws of states in which 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 entitieslaws; (45) such applications filings with and approvals of the New York Stock Exchange, Inc. (the "NYSE") to permit the shares of Green Common Stock that are to be issued pursuant to the Green Stock Option Agreement to be listed on the NYSE; (6) such other filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval necessitated by the New York Stock Exchange in connection with listing Offer, the shares Merger or the transactions contemplated by this Agreement and the Option Agreements, the failure of AIC Common Stock which to be issued in the Mergermade or obtained would not reasonably be expected to have a material adverse effect on Green; and (57) such consents, approvals, orders or authorizations the failure of which to be made or obtained, individually or in the aggregate, obtained would not (x) reasonably be expected to have a Material Adverse Effect material adverse effect on AIC or (y) materially impair the ability of AIC to perform its obligations under this Agreement or materially delay or prevent the consummation of any of the transactions contemplated herebyGreen.

Authority; Noncontravention. AIC BBA has all the requisite corporate power and authority to enter into this Agreement and, subject to the receipt of the AIC Stockholder Approval (as defined in Section 3.3(i)), and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by AIC BBA and the consummation by AIC BBA of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of AIC, subject to the receipt of the AIC Stockholder ApprovalBBA. This Agreement has been duly executed and delivered by AIC and, assuming the due authorization, execution Selling Parties and delivery by CAX, constitutes the legal, a valid and binding obligation of AICthe Selling Parties, enforceable against AIC the Selling Parties in accordance with its terms. Except as set forth in Schedule 3.1(c), 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 the execution and delivery of this Agreement does not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a any benefit under, or result in the creation of any Lien upon Liens upon, any of the properties or assets of AIC or any of its Subsidiaries under, BBA under (i) the certificate Articles of incorporation Incorporation or by-laws Bylaws of AIC or the comparable organizational or governing documents of any of its SubsidiariesBBA, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement to which AIC or any of its Subsidiaries is a party or any other agreement, instrument, permit, concession, franchise, franchise or license or similar authorization applicable to AIC BBA or any of its Subsidiaries or their respective properties or assets or any other Material Agreement, 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 AIC BBA or any of its Subsidiaries or their respective properties or assets, other than, . Except as set forth in the case of clauses (ii) and (iiiSchedule 3.1(c), any such conflicts, violations, defaults, rights, losses or Liens that individually or in the aggregate would not (x) have a Material Adverse Effect on AIC or (y) materially impair the ability of AIC to perform its obligations under this Agreement or materially delay or prevent consummation of any of the transactions contemplated hereby. No no consent, approval, order or authorization of, action by, or in respect of, or registration, declaration or filing with, any Governmental Entity Entity, is required by or with respect to AIC or any of its Subsidiaries the Selling Parties in connection with the execution and delivery of this Agreement by AIC the Selling Parties or the consummation by AIC the Selling Parties of the transactions contemplated by this Agreement, except for (l) the filing with the SEC of (A) the Proxy Statement, (B) a registration statement on Form S-4 to be filed with the SEC in connection with the issuance of AIC Common Stock in the Merger, and (C) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement; (2) the filing of the AIC Certificate of Merger with the Secretary of State of the State of Delaware; (3) any filings with Governmental Entities to satisfy (A) the applicable requirements of the laws of states in which 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 (5) such consents, approvals, orders or authorizations the failure of which to be made or obtained, individually or in the aggregate, would not (x) have a Material Adverse Effect on AIC or (y) materially impair the ability of AIC to perform its obligations under this Agreement or materially delay or prevent the consummation of any of the transactions contemplated hereby.

Authority; Noncontravention. AIC AAC has all requisite corporate power and authority to enter into this Agreement and, subject to the receipt of the AIC Stockholder Approval (as defined in Section 3.3(i)), and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by AIC AAC and the consummation by AIC AAC of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of AIC, subject to the receipt of the AIC Stockholder ApprovalAAC. This Agreement has been duly executed and delivered by AIC AAC and, assuming the due authorization, execution and delivery by CAXAmbiCom, constitutes the only legal, valid and binding obligation obligations of AICAAC, enforceable against AIC AAC in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, reorganization, insolvency and similar laws affecting creditors' rights generally and by general principles of equity (whether considered at law or in equity). The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets of AIC AAC or any of its Subsidiaries subsidiaries under, (i) the certificate articles of incorporation or by-laws bylaws of AIC AAC or the comparable organizational or governing documents of any of its Subsidiariessubsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement to which AIC or any of its Subsidiaries is a party or any other agreement, instrument, permit, concession, franchise, license or similar authorization applicable to AIC AAC 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 AIC AAC or any of its Subsidiaries subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations, defaults, rights, losses or Liens that individually or in the aggregate would not (x) have a Material Adverse Effect material adverse effect on AIC AAC or (y) materially reasonably be expected to impair the ability of AIC AAC to perform its obligations under this Agreement or materially delay or prevent consummation of any of the transactions contemplated herebyAgreement. No consent, consent approval, order or authorization of, of action by, or in respect of, . or registration, declaration or filing with, any Governmental Entity is required by or with respect to AIC AAC or any of its Subsidiaries subsidiaries in connection with the execution and delivery of this Agreement by AIC AAC or the consummation by AIC AAC of the transactions contemplated by this Agreement, except for (l1) the filing with the SEC of (A) the Proxy Statement, (B) a registration statement on Form S-4 to be filed with the SEC in connection with the issuance of AIC Common Stock in the Merger, and (C) such reports under Section 13(a), 13(d), 15(d) or 15(d16(a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement; (2) the filing of the AIC Certificate of Merger appropriate documents with the Secretary relevant authorities of State of the State of Delaware; (3) any other states in which AAC is qualified to do business and such filings with Governmental Entities to satisfy (A) the applicable requirements of the laws of states in which 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” laws; and (53) such consents, approvals, orders or authorizations the failure of which to be made or obtained, obtained individually or in the aggregate, aggregate would not (x) have a Material Adverse Effect material adverse effect on AIC AAC, or (y) materially reasonably be expected to impair the ability of AIC AAC to perform its obligations under this Agreement Agreement. AAC is not in material violation of, or materially delay in default under, (i) any term or prevent the consummation 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. AAC owns, possesses or has obtained all material governmental and other licenses, permits, certifications, registration, approvals or consents and other authorizations necessary to own or lease, as the transactions contemplated herebycase 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 outstanding and in good standing and mere are no existing actions, seeking to cancel, terminate or limit such licenses, permits, certifications, registrations, approvals or consents or authorizations.

Authority; Noncontravention. AIC Citicorp has all requisite corporate power and authority to enter into this Agreement and, subject to the receipt of the AIC Citicorp Stockholder Approval (as defined in Section 3.3(i3.01(l)), to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by AIC Citicorp and the consummation by AIC Citicorp of the transactions contemplated by this Agreement hereby have been duly authorized by all necessary corporate action on the part of AICCiticorp, subject subject, in the case of the Merger, to the receipt of the AIC Citicorp Stockholder Approval. This Agreement has been duly executed and delivered by AIC Citicorp and, assuming the due authorization, execution and delivery by CAXTravelers, constitutes the a legal, valid and binding obligation of AICCiticorp, enforceable against AIC Citicorp in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, reorganization, insolvency and similar laws affecting creditors' rights generally and by general principles of equity (whether considered at law or in equity). The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets of AIC Citicorp or any of its Subsidiaries subsidiaries under, (i) the certificate of incorporation or by-laws of AIC Citicorp or the comparable organizational or governing documents of any of its Subsidiariessubsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement to which AIC or any of its Subsidiaries is a party or any other agreement, instrument, permit, concession, franchise, license or similar authorization applicable to AIC Citicorp 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 AIC Citicorp or any of its Subsidiaries subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations, defaults, rights, losses or Liens that individually or in the aggregate would not (x) have a Material Adverse Effect material adverse effect on AIC Citicorp or (y) reasonably be expected to materially impair or delay the ability of AIC Citicorp to perform its obligations under this Agreement or materially delay or prevent consummation of any of the transactions contemplated herebyAgreement. No consent, approval, order or authorization of, action by, by or in respect of, or registration, declaration or filing with, any federal, state, local or foreign government, any court, administrative, regulatory or other governmental agency, commission or authority or any non-governmental U.S. or foreign self-regulatory agency, commission or authority or any arbitral tribunal (each, a "Governmental Entity Entity") is required by or with respect to AIC Citicorp or any of its Subsidiaries subsidiaries in connection with the execution and delivery of this Agreement by AIC Citicorp or the consummation by AIC Citicorp of the transactions contemplated by this Agreementhereby, except for for: (l1) the filing with the SEC of (A) a proxy statement relating to the Citicorp Stockholders Meeting (as defined in Section 5.01(b)) (such proxy statement, together with the proxy statement relating to the Travelers Stockholders Meeting (as defined in Section 5.01(c)), in each case as amended or supplemented from time to time, the "Joint Proxy Statement, (B) a registration statement on Form S-4 to be filed with the SEC in connection with the issuance of AIC Common Stock in the Merger"), and (CB) such reports under Section 13(a), 13(d), 15(d) or 15(d16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as may be required in connection with this Agreement and the transactions contemplated by this Agreementhereby; (2) the filing of the AIC Certificate of Merger with the Secretary of State of the State of Delaware; (3) any Delaware and appropriate documents with the relevant authorities of other states in which Citicorp is qualified to do business and such filings with Governmental Entities to satisfy (A) the applicable requirements of the laws of states in which AIC and its Subsidiaries are qualified or licensed to do business or state securities or "blue sky" laws or laws; (B3) any filings the consents, approvals and notices required by foreign governmental entitiesunder the Investment Company Act of 1940, as amended (the "1940 Act"), and the Investment Advisors Act of 1940, as amended (the "Advisors Act"); (4) such applications filings in respect of, and filings as may be required by approvals and authorizations of, any Governmental Entity having jurisdiction over the New York Stock Exchange in connection with listing the shares of AIC Common Stock to be issued in the Mergersecurities, commodities, banking, insurance or other financial services businesses; and (5) such consents, approvals, orders or authorizations the failure of which to be made or obtained, obtained individually or in the aggregate, aggregate would not (x) have a Material Adverse Effect material adverse effect on AIC Citicorp or (y) reason ably be expected to materially impair or delay the ability of AIC Citicorp to perform its obligations under this Agreement or materially delay or prevent the consummation of any of the transactions contemplated herebyAgreement.

Authority; Noncontravention. AIC ILCC has all requisite corporate power and authority to enter into this Agreement and, subject to the receipt of the AIC Stockholder Approval (as defined in Section 3.3(i)), and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by AIC ILCC and the consummation by AIC ILCC of the transactions contemplated by this Agreement has been (or at Closing will have been been) duly authorized by all necessary corporate action on the part of AIC, subject to the receipt of the AIC Stockholder ApprovalILCC. This Agreement has been duly executed and delivered by AIC and, assuming the due authorization, execution and delivery by CAX, constitutes the legal, a valid and binding obligation of AICILCC, enforceable against AIC in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, reorganization, insolvency and similar laws affecting creditors' rights generally and by general principles of equity (whether considered at law or in equity). The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to loss of a material benefit under, or result in the creation of any Lien lien upon any of the properties or assets of AIC ILCC or any of its Subsidiaries subsidiaries under, (i) the certificate Articles of incorporation Incorporation or by-laws bylaws of AIC ILCC or the comparable charter or organizational or governing documents of any other subsidiary of its SubsidiariesILCC, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement to which AIC or any of its Subsidiaries is a party or any other agreement, instrument, permit, concession, franchise, franchise or license or similar authorization applicable to AIC ILCC, or any subsidiary of its Subsidiaries ILCC or their respective properties or assets assets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule rule, regulation or regulation arbitration award applicable to AIC ILCC or any subsidiary of its Subsidiaries ILCC or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or Liens liens that individually or in the aggregate would could not (x) have a Material Adverse Effect on AIC material adverse effect with respect to ILCC or (y) could not prevent, hinder or materially impair delay the ability of AIC ILCC to perform its obligations under this Agreement or materially delay or prevent consummation of any of consummate the transactions contemplated herebyby this Agreement. No consent, approval, order or authorization of, action by, or in respect of, or registration, declaration or filing with, or notice to, any Governmental Entity is required by or with respect to AIC ILCC or any subsidiary of its Subsidiaries ILCC in connection with the execution and delivery of this Agreement by AIC ILCC or the consummation by AIC ILCC, as the case may be, of any of the transactions contemplated by this Agreement, except for (l) the filing with the SEC of (A) the Proxy Statement, (B) a registration statement on Form S-4 to be filed with the SEC in connection with the issuance of AIC Common Stock in the Merger, and (C) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement; (2) the filing of the AIC Certificate of Merger with the Secretary of State of the State of Delaware; (3) any filings with Governmental Entities to satisfy (A) the applicable requirements of the laws of states in which 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 (5) such consents, approvals, orders or authorizations the failure of which to be made or obtained, individually or in the aggregate, would not (x) have a Material Adverse Effect on AIC or (y) materially impair the ability of AIC to perform its obligations under this Agreement or materially delay or prevent the consummation of any of the transactions contemplated hereby.

Authority; Noncontravention. AIC Summit has all the requisite corporate power and authority to enter into this Agreement and, subject to the receipt approval of its shareholders with respect to this Agreement and the AIC Stockholder Approval (as defined in Section 3.3(i))Merger, to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by AIC Summit and the consummation by AIC Summit of the transactions contemplated by this Agreement hereby have been duly authorized by all necessary corporate action on the part of AICSummit, subject to the receipt approval of the AIC Stockholder Approvalits shareholders. This Agreement has been duly executed and delivered by AIC and, assuming the due authorization, execution Summit and delivery by CAX, constitutes the legal, valid and binding obligation of AICSummit, enforceable against AIC Summit in accordance with its terms. Except as set forth in Section 3(c) of the Disclosure Schedule, 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 the execution and delivery of this Agreement does do not, and the consummation of the transactions contemplated by this Agreement and compliance with the terms and provisions hereof will not, (i) conflict with any of the provisions of this Agreement will notthe charter or by-laws of Summit or any of its Subsidiaries, (ii) subject to the governmental filings and other matters referred to in the following paragraph, 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 loss of a material benefit under, or result in require the creation consent of any Lien upon any of the properties or assets of AIC or any of its Subsidiaries Person under, (i) the certificate of incorporation or by-laws of AIC or the comparable organizational or governing documents of any of its Subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease indenture or other agreement to which AIC or any of its Subsidiaries is a party or any other instrumentmaterial agreement, permit, concession, franchise, license or similar authorization applicable instrument or undertaking to AIC which Summit or any of its Subsidiaries is a party or by which Summit or any of its Subsidiaries or any of their respective properties assets are bound or assets affected, or (iii) subject to the governmental filings and other matters referred to in the following sentenceparagraph, contravene in any judgment, order, decree, statute, material respect any law, ordinance, rule or regulation applicable to AIC of any state or of the United States or political subdivision thereof or therein, or any of its Subsidiaries order, writ, judgment, injunction, decree, ruling, determination or their respective properties or assets, other than, award currently in the case of clauses (ii) and (iii), any such conflicts, violations, defaults, rights, losses or Liens that individually or in the aggregate would not (x) have a Material Adverse Effect on AIC or (y) materially impair the ability of AIC to perform its obligations under this Agreement or materially delay or prevent consummation of any of the transactions contemplated herebyeffect. No consent, approval, order approval or authorization of, action by, or in respect of, or registration, declaration or filing with, or notice to, any Governmental Entity that has not been received or made, is required by or with respect to AIC Summit or any of its Subsidiaries in connection with the execution and delivery of this Agreement by AIC Summit or the consummation by AIC Summit of the transactions contemplated hereby, except for (i) the filing of premerger notification and report forms under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), with respect to the transactions contemplated by this Agreement, except for (lii) the filing with the SEC Securities and Exchange Commission (the "SEC") of (Ax) a proxy statement and related materials relating to the approval by the shareholders of Summit of this Agreement and the Merger (such proxy statement and related materials, as amended or supplemented from time to time, the "Proxy Statement, (B) a registration statement on Form S-4 to be filed with the SEC in connection with the issuance of AIC Common Stock in the Merger"), and (Cy) 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 this Agreement and the transactions contemplated by this Agreement; , (2iii) the filing of the AIC Certificate Articles of Merger with the Secretary Florida Department of State and appropriate documents with the relevant authorities of the State of Delaware; (3) any filings with Governmental Entities to satisfy (A) the applicable requirements of the laws of other states in which AIC and its Subsidiaries are Summit is qualified or licensed to do business or state securities or "blue sky" business, (iv) the filings, approvals and/or consents required under the insurance laws or and regulations of the jurisdictions set forth in Section 3(c) of the Disclosure Schedule, and (B) any filings required by foreign governmental entities; (4v) 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 (5) such other consents, approvals, orders authorizations, filings or authorizations notices as are set forth in Section 3(c) of the failure Disclosure Schedule. Summit is not required to make any filings or take any other action not taken prior to the execution hereof in order for restrictions imposed by Section 607.902 of which the Florida Business Act or any other anti-takeover statute not to be made or obtainedapply to the Merger, individually or in the aggregate, would not (x) have a Material Adverse Effect on AIC or (y) materially impair the ability of AIC to perform its obligations under this Agreement or materially delay or prevent the consummation of any of the transactions contemplated herebyhereunder.

Authority; Noncontravention. AIC The Company has all the requisite corporate power and authority to enter into this Agreement and, subject to the receipt of the AIC Stockholder Approval (as defined in Section 3.3(i))Approval, to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by AIC the Company and the consummation by AIC the Company of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of AICthe Company, subject to the receipt Stockholder Approval of this Agreement. Assuming the AIC Stockholder Approval. This due authorization, execution and delivery of this Agreement by Parent and Sub, this Agreement has been duly executed and delivered by AIC and, assuming the due authorization, execution Company and delivery by CAX, constitutes the legal, a valid and binding obligation of AICthe Company, enforceable against AIC the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, reorganization, insolvency and similar laws affecting creditors' rights generally and by general principles of equity (whether considered at law or in equity). The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement will not, conflict with, or result in any violation of, of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of AIC the Company or any of its Subsidiaries subsidiaries under, (i) the certificate articles of incorporation or by-laws of AIC the Company or the comparable charter or organizational or governing documents of any of its Subsidiariessubsidiaries, (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 to which AIC or any of its Subsidiaries is a party or any other agreement, instrument, permit, concession, franchise, franchise or license or similar authorization applicable to AIC the Company or any of its Subsidiaries 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 AIC the Company or any of its Subsidiaries subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and or (iii), any such conflicts, violations, defaults, rights, losses defaults or Liens rights that individually or in the aggregate would not (xA) have a Material Adverse Effect on AIC or the Company, (yB) materially impair in any material respect the ability of AIC the Company to perform its obligations under this Agreement or (C) prevent or materially delay or prevent the consummation of any of the transactions contemplated herebyby this Agreement. No consent, approval, order or authorization of, action by, or in respect of, or registration, declaration or filing with, any Governmental Entity federal, state or local government or any court, administrative or regulatory agency or commission or other governmental authority or agency, domestic or 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 AIC the Company or any of its Subsidiaries subsidiaries in connection with the execution and delivery of this Agreement by AIC the Company or the consummation by AIC the Company of the transactions contemplated by this Agreement, except for (li) the filing with the SEC 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 Securities and Exchange Commission (the "SEC") of (Ax) the Proxy Statement, Statement (Bas defined in Section 5.1) a registration statement on Form S-4 to be filed with the SEC in connection with the issuance of AIC Common Stock in the Merger, and (Cy) 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 this Agreement and the transactions contemplated by this Agreement; , (2iii) the filing of the AIC Certificate articles of Merger merger with the Secretary of State of the State of Delaware; Nevada and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business, (3iv) any filings with Governmental Entities to satisfy the approval by (A) the applicable requirements of Nevada State Gaming Control Board and the laws of states in which AIC Nevada Gaming Commission under the Nevada Gaming Control Act and its Subsidiaries are qualified or licensed to do business or state securities or "blue sky" laws or the rules and regulations promulgated thereunder and (B) any filings required by foreign governmental entities; other gaming regulatory bodies in jurisdictions where the Company or its subsidiaries are engaged in business and (4v) 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 (5) such other consents, approvals, orders or authorizations orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made or obtained, individually or in the aggregate, would not (x) have a Material Adverse Effect on AIC or (y) materially the Company, impair in any material respect the ability of AIC the Company to perform its obligations under this Agreement or prevent or materially delay or prevent the consummation of any of the transactions contemplated hereby.by this

Authority; Noncontravention. AIC (a) The Company has all the requisite corporate power and authority to enter into this Agreement andAgreement, subject to the receipt approval of the AIC Stockholder Approval (as defined in Section 3.3(i))Merger and this Agreement by the Requisite Vote of the outstanding shares of Capital Stock, and to consummate the transactions contemplated by this Agreementhereby. The execution and delivery of this Agreement by AIC the Company and the consummation by AIC the Company of the transactions contemplated by this Agreement hereby to which the Company is a party have been duly authorized by all necessary corporate action on the part of AICthe Company, subject to subject, in the receipt case of the AIC Stockholder ApprovalMerger and this Agreement, to approval of the Merger and this Agreement by the Requisite Vote of the outstanding shares of Capital Stock. This Agreement has been duly executed and delivered by AIC andthe Company, and assuming the due authorization, execution and delivery by CAX, this Agreement constitutes the legal, valid and binding obligation of AICthe other parties hereto, this Agreement constitutes the valid and binding obligation of the Company, enforceable against AIC the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, reorganization, insolvency and similar laws affecting creditors' rights generally and by general principles of equity (whether considered at law or in equity). The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated by this Agreement hereby to which the Company is a party and compliance with the provisions of this Agreement by the Company will not, require notice or consent under, 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 benefit under, or result in the creation of any Lien other than Permitted Liens upon any of the properties or assets of AIC the Company or any of its Subsidiaries under, (i) the certificate Certificate of incorporation Incorporation or byBy-laws of AIC the Company or the comparable charter or organizational or governing documents of any of its Subsidiaries, (ii) except as set forth in Section 3.4(a) of the Disclosure Schedules and other than subject to the other matters referred to in Section 3.4(b) hereof, (A) any loan or credit agreement, note, bond, mortgage, indenture, or any material lease or other material agreement to which AIC or instrument or (B) any of its Subsidiaries is a party or any other instrument, material permit, concession, franchise, franchise or license or similar authorization applicable to AIC 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 3.4(b) hereof, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to AIC the Company or any of its Subsidiaries or their respective properties or assets, other than, in the case of clauses . (iib) and (iii), any such conflicts, violations, defaults, rights, losses or Liens that individually or in the aggregate would not (x) have a Material Adverse Effect on AIC or (y) materially impair the ability of AIC to perform its obligations under this Agreement or materially delay or prevent consummation of any of the transactions contemplated hereby. No consent, approval, order or authorization of, action by, or in respect of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to AIC the Company or any of its Subsidiaries in connection with the execution and delivery of this the Agreement by AIC the Company or the consummation by AIC the Company of the transactions contemplated by this Agreementhereby, except as set forth on Section 3.4(b) of the Disclosure Schedules and except for (li) the filing of a pre-merger notification and report form by the Company under the HSR Act, (ii) the filing with the SEC of (A) the Proxy Statement, Statement (B) a registration statement Rule 13E-3 Transaction Statement on Form S-4 to be filed with Schedule 13E-3 (the SEC in connection with the issuance of AIC Common Stock in the Merger"Schedule 13E-3"), and (C) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement; hereby, (2iii) any registration, filing or notification required pursuant to state securities or "blue sky" laws, and (iv) the filing of the AIC Certificate of Merger with the Secretary of State of the State of Delaware; (3) any filings with Governmental Entities to satisfy (A) the applicable requirements of the laws of states in which 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 Delaware in connection with listing the shares of AIC Common Stock to be issued in the Merger; and (5) such consents, approvals, orders or authorizations Merger except where the failure of which to be made obtain such authorization, consent or obtained, individually or in the aggregate, approval would not (x) reasonably be expected to have a Material Adverse Effect material adverse effect on AIC the Company or (y) materially impair the ability of AIC to perform its obligations under this Agreement or materially delay or prevent on the consummation of any of the transactions contemplated hereby.

Authority; Noncontravention. AIC SIMSCI has all requisite corporate power and authority to enter into this Agreement and, subject to the receipt of the AIC Stockholder Approval (as defined in Section 3.3(i)), and to consummate the transactions contemplated by this Agreement. The Board of Directors of SIMSCI has duly approved this Agreement and the transactions contemplated by this Agreement and no other consent or approval is required. The execution and delivery of this Agreement by AIC SIMSCI and the consummation by AIC SIMSCI of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of AIC, subject to the receipt of the AIC Stockholder ApprovalSIMSCI. This Agreement has been duly Agreement, when executed and delivered by AIC anddelivered, assuming the due authorization, execution and delivery by CAX, constitutes the legal, will constitute a valid and binding obligation of AICSIMSCI, enforceable against AIC SIMSCI in accordance with its terms, except (i) as such enforceability limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies, and (iii) to the extent the indemnification provisions contained herein may be limited by applicable bankruptcy, reorganization, insolvency and similar laws affecting creditors' rights generally and by general principles of equity (whether considered at law or in equity)laws. The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement will not, conflict with, or result in any violation of, or default (with or without notice or of lapse of time, or both) under, or give rise to a right of consent, termination, purchase, cancellation or acceleration of any obligation or to loss of a benefit any property, rights or benefits under, or result in the imposition of any additional obligation under, or result in the creation of any Lien lien upon any of the properties or assets of AIC SIMSCI or any of its Subsidiaries Significant Subsidiary under, (i) the certificate Certificate of incorporation Incorporation or by-laws Bylaws of AIC SIMSCI or the comparable organizational or governing documents of any of its SubsidiariesSignificant Subsidiary, (ii) any contract, license, loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement to which AIC filed or incorporated by reference in any Company SEC Document (as defined below) as a "Material Contract" under Item 601 of its Subsidiaries is a party or any other instrument, permit, concession, franchise, license or similar authorization applicable to AIC or any of its Subsidiaries or their respective properties or assets Regulation S-K or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to AIC SIMSCI or any of its Subsidiaries Significant Subsidiary or their respective properties or assets, other than, in the case of clauses (ii) and (iii), than any such conflicts, violations, defaults, rights, losses losses, obligations or Liens liens that individually or in the aggregate would not (x) have a Material Adverse Effect on AIC SIMSCI or (y) materially impair the ability of AIC to perform its obligations under this Agreement prevent or materially delay or prevent the consummation of any of the transactions contemplated herebyby this Agreement. No consent, approval, order or authorization of, action by, or in respect of, or registration, declaration or filing with, any Governmental Entity United States Federal, state or local government or any court, administrative agency or commission or other governmental authority or agency, domestic or foreign, is required by or with respect to AIC SIMSCI or any of its Subsidiaries Significant Subsidiary in connection with the execution and delivery of this Agreement by AIC SIMSCI or the consummation by AIC SIMSCI of the transactions contemplated by this Agreement, except for (li) the filing of a Form 8-K with the SEC of after the Closing, (Aii) the Proxy Statement, (B) a registration statement on Form S-4 listing of the SIMSCI Common Stock to be filed with issued upon Closing on the SEC in connection with the issuance of AIC Common Stock in the Merger, Nasdaq National Market and (Ciii) such reports under Section 13(aother consents, approvals, orders, authorizations, registrations, declarations or filings (x) or 15(d) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement; (2) the filing of the AIC Certificate of Merger with the Secretary of State of the State of Delaware; (3) any filings with Governmental Entities to satisfy (A) the applicable requirements of the laws of states in which AIC and its Subsidiaries are qualified or licensed to do business or state securities or under "blue sky" laws of various states or (By) 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 (5) such consents, approvals, orders or authorizations the failure of which to be obtained or made or obtainedwould not, individually or in the aggregate, would not (x) have a Material Adverse Effect on AIC SIMSCI or (y) materially impair the ability of AIC to perform its obligations under this Agreement prevent or materially delay or prevent the consummation of any of the transactions contemplated herebyby this Agreement.

Authority; Noncontravention. AIC (i) The Company has all the requisite corporate power and authority to enter into this Merger Agreement and, subject to the receipt of the AIC Stockholder Approval (as defined in Section 3.3(i)), and to consummate the transactions contemplated by this Agreementhereby. The execution and delivery of this Merger Agreement by AIC the Company and the consummation by AIC the Company of the transactions contemplated by this Agreement hereby have been duly authorized by all necessary corporate action on the part of AICthe Company, subject to the receipt Company Shareholder Approval which as part of such approval requires the separate vote of the AIC Stockholder Approvalholders of Series A Preferred stock and Series B Preferred Stock voting without distinction as to series. This Agreement has been duly executed and delivered by AIC and, the Company and (assuming the due authorization, execution and delivery by CAX, Parent and Sub and the Company Shareholder Approval) constitutes the legal, valid and binding obligation of AICthe Company, enforceable against AIC the Company in accordance with its terms, except as such enforceability may be limited by applicable subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, insolvency moratorium and other similar laws affecting creditors' ’ rights generally and by generally, general equitable principles of equity (whether considered in a proceeding in equity or at law or in equitylaw). . (ii) The execution and delivery of this Merger Agreement does do not, and the consummation by the Company of the transactions contemplated by this Merger Agreement and compliance by the Company with the provisions of this Agreement hereof will not, conflict with, or result in any breach or violation of, or any default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation of, or to a loss of a material benefit under, or result in the creation of any Lien security interest, mortgage, lien, deed of trust or encumbrance (individually and collectively, a “Lien”) upon any of the properties or assets of AIC or any of its Subsidiaries the Company under, (iA) the certificate of incorporation Certificate or byBy-laws of AIC the Company, (B) any of the terms, conditions or the comparable organizational or governing documents provisions of any of its Subsidiaries, (ii) any loan agreement or credit agreement, note, bond, mortgage, indenture, lease or other agreement contract to which AIC or any of its Subsidiaries the Company is a party or any other instrumentby which it or its properties may be bound, permit, concession, franchise, license or similar authorization applicable to AIC 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 sentence, any judgment, order, decree, statute, law, ordinance, rule rule, regulation, settlement or regulation arbitration award (“Order”) applicable to AIC the Company or any of its Subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations, defaults, rights, losses or Liens that individually or in the aggregate would not (x) have a Material Adverse Effect on AIC or (y) materially impair the ability of AIC to perform its obligations under this Agreement or materially delay or prevent consummation of any of the transactions contemplated hereby. No consent, approval, order or authorization of, action by, or in respect of, or registration, declaration or filing with, or notice to, any federal, state or local government or any court, administrative agency or commission or other governmental authority or agency, domestic or foreign (a “Governmental Entity Entity”), is required by or with respect to AIC or any of its Subsidiaries the Company in connection with the execution and delivery of this Merger Agreement by AIC the Company or the consummation by AIC the Company of the transactions contemplated hereby or the performance by this Agreementthe Company of its obligations hereunder, except for (l) the filing with the SEC of (A) the Proxy Statement, (B) a registration statement on Form S-4 to be filed with the SEC in connection with the issuance of AIC Common Stock in the Merger, and (C) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement; (2) the filing of the AIC Certificate of Merger with the Secretary of State of the State of Delaware; (3) any filings New Jersey and appropriate documents with Governmental Entities to satisfy (A) the applicable requirements relevant authorities of the laws of other states in which AIC and its Subsidiaries are the Company is 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 (5) such consents, approvals, orders or authorizations the failure of which to be made or obtained, individually or in the aggregate, would not (x) have a Material Adverse Effect on AIC or (y) materially impair the ability of AIC to perform its obligations under this Agreement or materially delay or prevent the consummation of any of the transactions contemplated herebybusiness.

Authority; Noncontravention. AIC The Company has all the requisite corporate power and authority to enter into execute and deliver this Agreement and, subject to approval of this Agreement by the receipt holders of a majority of the AIC Stockholder Approval (as defined in Section 3.3(i))outstanding shares of the Company Common Stock, to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by AIC the Company and the consummation by AIC the Company of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of AICaction, subject to approval of this Agreement by the receipt holders of a majority of the AIC Stockholder Approvaloutstanding shares of the Company Common Stock. This Agreement has been duly executed and delivered by AIC and, assuming the due authorization, execution Company and delivery by CAX, constitutes the legal, a valid and binding obligation of AICthe Company, enforceable against AIC the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, reorganizationinsolvency, insolvency and reorganization or similar laws affecting creditors' rights generally and by general principles of equity (whether considered at law or in equity)equitable principles. The Except as set forth on SCHEDULE 3.4, the execution and delivery of this Agreement by the Company does not, and the consummation performance of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement Company's obligations hereunder will not, conflict with, or result in any violation of, or constitute a default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of AIC the Company or any of its Subsidiaries subsidiaries under, any provision of (ia) the certificate Certificate of incorporation Incorporation or byBy-laws of AIC the Company or any provision of the comparable charter or organizational or governing documents of any of its Subsidiariessubsidiaries, (iib) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement to which AIC or any of its Subsidiaries is a party or any other agreement, instrument, permit, concession, franchise, or license or similar authorization applicable to AIC which the Company or any of its Subsidiaries subsidiaries is a party or by which their respective properties or assets are bound, or (iiic) 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 applicable to AIC the Company or any of its Subsidiaries subsidiaries or their respective properties or assets, other than, in the case of clauses clause (iib) and clause (iiic), any such conflicts, violations, defaults, rights, losses or Liens that individually or in the aggregate would not (x) have a Company Material Adverse Effect on AIC or Effect, (y) materially impair in any material respect the ability of AIC the Company to perform its obligations under this Agreement Agreement, or (z) prevent or materially delay or prevent the consummation of any of the transactions contemplated herebyby this Agreement. No consent, approval, order or authorization of, action by, or in respect of, or registration, declaration or filing with, any federal, state or local government or any court, tribunal, administrative agency or commission or other governmental authority or agency, domestic or foreign (a "Governmental Entity Authority"), is required by or with respect to AIC the Company or any of its Subsidiaries subsidiaries in connection with the execution execution, delivery and delivery performance of this Agreement by AIC or the consummation by AIC of the transactions contemplated by this AgreementCompany, except for for: (li) the filing with of a premerger notification and report form by the SEC Company under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (A) the Proxy Statement"HSR Act"), (B) a registration statement on Form S-4 to be filed with the SEC in connection with the issuance of AIC Common Stock in the Merger, and (C) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement; (2ii) the filing of the AIC Certificate of Merger with the Secretary of State of the State of Delaware; (3) any filings Delaware and appropriate documents with Governmental Entities to satisfy (A) the applicable requirements relevant authorities of the laws of other states in which AIC and its Subsidiaries are the Company is qualified or licensed to do business or state securities or "blue sky" laws or (B) any filings required by foreign governmental entitiesbusiness; (4iii) 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 Mergerconsents set forth on SCHEDULE 3.4; and (5iv) such other consents, approvals, orders or authorizations orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made or obtainedwould not, individually or in the aggregate, would not (x) have a Company Material Adverse Effect on AIC or (y) materially impair the ability of AIC to perform its obligations under this Agreement prevent or materially delay or prevent the consummation of any of the transactions contemplated herebyby this Agreement.

Authority; Noncontravention. AIC MergerSub has all requisite corporate power and authority to enter into this Agreement and, subject to the receipt of the AIC Stockholder Approval (as defined in Section 3.3(i)), and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by AIC MergerSub and the consummation by AIC MergerSub of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of AICMergerSub, subject subject, in the case of the Merger, to the receipt of the AIC MergerSub Stockholder Approval. This Agreement has been duly executed and delivered by AIC MergerSub and, assuming the due authorization, execution and delivery by CAX, Incubator and MergerSub constitutes the legal, valid and binding obligation of AICMergerSub, enforceable against AIC MergerSub in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, reorganization, insolvency and similar laws affecting creditors' rights generally and by general principles of equity (whether considered at law or in equity). The execution and delivery of this Agreement does do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or loss of a benefit under, or result in the creation of any Lien lien upon any of the properties or assets of AIC MergerSub or any of its Subsidiaries subsidiaries under, (i) the certificate of incorporation or byBy-laws Laws of AIC MergerSub or the comparable organizational or governing documents of any of its Subsidiariessubsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement to which AIC or any of its Subsidiaries is a party or any other agreement, instrument, permit, concession, franchise, license or similar authorization applicable to AIC MergerSub 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 AIC MergerSub or any of its Subsidiaries subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations, defaults, rights, losses or Liens liens that individually or in the aggregate would not (x) have a Material Adverse Effect material adverse effect on AIC MergerSub or (y) materially reasonably be expected to impair the ability of AIC MergerSub to perform its obligations under this Agreement or materially delay or prevent consummation of any of the transactions contemplated herebyAgreement. No consent, approval, order or authorization of, action by, by or in respect of, or registration, declaration or filing with, any federal, state, local or foreign government, any court, administrative, regulatory or other governmental agency, commission or authority or any nongovernmental self-regulatory agency, commission or authority (a "Governmental Entity Entity") is required by or with respect to AIC MergerSub or any of its Subsidiaries subsidiaries in connection with the execution and delivery of this Agreement by AIC MergerSub or the consummation by AIC MergerSub of the transactions contemplated by this Agreement, except for (l) the filing with the SEC of (A) the Proxy Statement, (B) a registration statement on Form S-4 to be filed with the SEC in connection with the issuance of AIC Common Stock in the Merger, and (C) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement; (21) the filing of the AIC Certificate of Merger with the Secretary of State of Delaware and appropriate documents with the State relevant authorities of Delaware; (3) any other states in which MergerSub is qualified to do business and such filings with Governmental Entities to satisfy (A) the applicable requirements of the laws of states in which 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 Mergerlaws; and (52) such consents, approvals, orders or authorizations the failure of which to be made or obtained, obtained individually or in the aggregate, aggregate would not (x) have a Material Adverse Effect material adverse effect on AIC MergerSub or (y) materially reasonably be expected to impair the ability of AIC MergerSub to perform its obligations under this Agreement or materially delay or prevent the consummation of any of the transactions contemplated herebyAgreement.

Authority; Noncontravention. AIC Ntera has all the requisite corporate power and authority to enter into this Agreement and, subject to the receipt of the AIC Stockholder Approval (as defined in Section 3.3(i)), and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by AIC Ntera and the consummation by AIC Ntera of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of AIC, subject to the receipt of the AIC Stockholder ApprovalNtera. This Agreement has been duly executed and delivered by AIC and, assuming the due authorization, execution Ntera and delivery by CAX, constitutes the legal, a valid and binding obligation of AICNtera, enforceable against AIC Ntera in accordance with its terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency, reorganization, insolvency and moratorium or similar laws affecting creditors' the enforcement of creditor’s rights generally and by the application of general principles principals of equity (regardless of whether that enforceability is considered in a proceeding at law or in equity). The Except as set forth on Section 3.1(d) of the Ntera Disclosure Schedule, the execution and delivery of this Agreement does do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of AIC Ntera or any of its Subsidiaries subsidiaries under, (i) the certificate of incorporation or by-laws of AIC or the comparable organizational or governing documents of any of its SubsidiariesNtera, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement to which AIC or any of its Subsidiaries is a party or any other agreement, instrument, permit, concession, franchise, franchise or license or similar authorization applicable to AIC Ntera 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 AIC Ntera or any of its Subsidiaries subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations, defaults, rights, losses or Liens that individually or in the aggregate would not (x) reasonably be expected to have a Ntera Material Adverse Effect on AIC or (y) materially impair the ability of AIC to perform its obligations under this Agreement or materially delay or prevent consummation of any of the transactions contemplated herebyEffect. No consent, approval, order or authorization of, action by, or in respect of, or registration, declaration or filing withwith or exemption by (collectively, “Consents”) any Federal, state or local government or any court, administrative or regulatory agency or commission or other governmental authority or agency, domestic or foreign (a “Governmental Entity Entity”), is required by or with respect to AIC Ntera or any of its Subsidiaries subsidiaries in connection with the execution and delivery of this Agreement by AIC Ntera or the consummation by AIC Ntera of the transactions contemplated by this Agreement, except for (li) if required, the filing with of a premerger notification and report form by Ntera under the SEC Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (A) the Proxy Statement“HSR Act”), and any applicable filings under similar foreign antitrust or competition laws and regulations, (B) a registration statement on Form S-4 to be filed with the SEC in connection with the issuance of AIC Common Stock in the Merger, and (Cii) such reports under Section 13(a) or 15(d) of the Exchange Act filings as may be required in connection with this Agreement and the transactions contemplated by this Agreement; under state securities or “blue sky” laws, (2iii) the filing of the AIC Certificate of Merger with the Delaware Secretary of State and appropriate documents with the relevant authorities of the State of Delaware; (3) any filings with Governmental Entities to satisfy (A) the applicable requirements of the laws of other states in which AIC and its Subsidiaries are Ntera is qualified or licensed to do business or state securities or "blue sky" laws or business, and (B) any filings required by foreign governmental entities; (4iv) 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 (5) such other consents, approvals, orders or authorizations orders, authorizations, registrations, declarations and filings the failure of which to be made or obtained, obtained individually or in the aggregate, aggregate would not (x) reasonably be expected to have a Ntera Material Adverse Effect on AIC or (y) materially impair the ability of AIC to perform its obligations under this Agreement or materially delay or prevent the consummation of any of the transactions contemplated herebyEffect.

Authority; Noncontravention. AIC The Company has all requisite corporate power and authority to enter into this Agreement and, subject subject, in the case of the Merger, to the receipt of the AIC Company Stockholder Approval (as defined in Section 3.3(i))Approval, to consummate the transactions contemplated by this Agreementhereby and thereby. The execution and delivery of this Agreement by AIC and the consummation by AIC the Company of the transactions contemplated by this Agreement hereby have been duly authorized by all necessary corporate action on the part of AICthe Company, subject subject, in the case of the Merger, to the receipt of the AIC Company Stockholder Approval. This Agreement has been duly executed and delivered by AIC the Company and, assuming the due authorization, execution and delivery by CAXParent and Merger Sub, constitutes the legal, valid and binding obligation of AICthe Company, enforceable against AIC the Company in accordance with its terms, except as that (i) such enforceability may be limited by subject to applicable bankruptcy, reorganizationinsolvency, insolvency and fraudulent conveyance or other similar laws now or hereafter in effect affecting creditors' rights and remedies generally and by general principles (ii) the availability of equity (whether considered at law the remedy of specific performance or in equity)injunction or other forms of equitable relief may be subject to equitable defenses and could be subject to the discretion of the court before which any proceeding therefor may be brought. The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated by this Agreement hereby and compliance with the provisions of this Agreement will not, conflict with, or result in any violation violation, forfeiture or termination of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of forfeiture, termination, cancellation or acceleration (with or without notice or lapse of time, or both) of any obligation or loss of a benefit or, in the case of clause (iii) below, any material obligation or loss of a material benefit, under, or result in the creation or imposition of any Lien upon any of the properties or assets of AIC the Company or any of its Subsidiaries subsidiaries under, (i) the certificate of incorporation or by-laws of AIC the Company, (ii) the certificate of incorporation or by-laws or the comparable organizational or governing documents of any of its Subsidiariessubsidiaries, (iiiii) any loan or credit agreement, note, bond, mortgage, Permit, indenture, lease lease, Intellectual Property, vendor agreement, capital lease, software agreement or other agreement or instrument applicable to which AIC the Company or any of its Subsidiaries is a party or any other instrument, permit, concession, franchise, license or similar authorization applicable to AIC or any of its Subsidiaries subsidiaries or their respective properties or assets that is material to the operations of the Company and its subsidiaries taken as a whole or (iiiiv) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, writ, statute, law, ordinance, rule or regulation applicable to AIC the Company or any of its Subsidiaries subsidiaries or their respective properties or assets, other than, in the case of clauses clause (ii) and (iiiiv), any such conflicts, violations, defaults, rights, losses or Liens that individually or in the aggregate would not (x) reasonably be expected to have a Material Adverse Effect material adverse effect on AIC the Company or (y) reasonably be expected to impair or materially impair delay the ability of AIC the Company to perform its obligations under this Agreement or materially delay or prevent consummation of any of the transactions contemplated herebyAgreement. No consent, approval, order or authorization of, action by, by or in respect of, or registration, declaration or filing with, any (i) Federal, state, local, municipal or foreign government, (ii) governmental, quasi-governmental authority (including any governmental agency, commission, public authority, branch, department or official, and any court or other tribunal) or body exercising, or entitled to exercise, any governmentally-derived administrative, executive, judicial, legislative, police, regulatory or taxing authority, or (iii) any self-regulatory organization, administrative or regulatory agency, commission, tribunal or authority (each, a "Governmental Entity Entity") is required by or with respect to AIC the Company or any of its Subsidiaries subsidiaries in connection with the execution and delivery of this Agreement by AIC the Company or the consummation by AIC the Company of the transactions contemplated by this Agreementhereby, except for (l1) the filing of a pre-merger notification and report form by the Company under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"); (2) the filings with the SEC of (A) a joint proxy statement pursuant to Regulation 14A under the Exchange Act relating to the Company Stockholders Meeting and the Parent Stockholders Meeting (such joint proxy statement, as amended or supplemented from time to time, the "Joint Proxy Statement, (B") and a registration statement Registration Statement of the Parent on Form S-4 to be prepared and filed with the SEC in connection with the issuance of AIC Parent Common Stock in the MergerMerger (the "Form S-4"), and (CB) such reports under Section 13(a) or 15(d) of the Exchange Act Act, as may be required in connection with the Merger, this Agreement and the transactions contemplated by this Agreement; and (23) the filing of the AIC Certificate of Merger with the Secretary of State of the State of Delaware; (3) any and such filings with Governmental Entities to satisfy (A) the applicable requirements of the laws of states in which AIC the Company and its Subsidiaries 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 (5) such consents, approvals, orders or authorizations the failure of which to be made or obtained, individually or in the aggregate, would not (x) have a Material Adverse Effect on AIC or (y) materially impair the ability of AIC to perform its obligations under this Agreement or materially delay or prevent the consummation of any of the transactions contemplated herebylaws.

Authority; Noncontravention. AIC (A) The Company has all requisite the corporate power and authority to enter into execute, deliver and perform this Agreement and, subject to the receipt of the AIC Stockholder Approval (as defined in Section 3.3(i)), and to consummate the transactions contemplated hereby. Except for any required approval by this Agreement. The execution and delivery of this Agreement by AIC and the Company's shareholders in connection with the consummation by AIC of the transactions contemplated Merger, all corporate acts and proceedings required to be taken by this Agreement have been duly authorized by all necessary corporate action or on the part of AICthe Company to authorize the Company to execute, subject deliver and perform this Agreement and to consummate the receipt of the AIC Stockholder Approvaltransactions contemplated hereby have been duly and validly taken. This Agreement has been duly executed and delivered by AIC and, assuming the due authorization, execution and delivery by CAX, constitutes the legal, a valid and binding obligation agreement of AIC, enforceable against 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 the Company. (whether considered at law or in equity). B) The execution and delivery of this Agreement does not, not and the consummation of the transactions contemplated by this Agreement and compliance hereby will not conflict with the provisions of this Agreement will not, conflict with, or result in any a violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any material obligation or loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets of AIC or any of its Subsidiaries under, under (i) any provision of the certificate Company's Articles of incorporation or by-laws of AIC or the comparable organizational or governing documents of any of its SubsidiariesIncorporation, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement to which AIC Company Material Contract or any of its Subsidiaries is a party or any other (iii) instrument, permit, concessionlicense, franchise, license or similar authorization applicable to AIC 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 AIC the Company or any of its Subsidiaries or their respective properties or assets. (C) The execution, other than, in delivery and performance by the case Company of clauses (ii) and (iii), any such conflicts, violations, defaults, rights, losses or Liens that individually or in the aggregate would not (x) have a Material Adverse Effect on AIC or (y) materially impair the ability of AIC to perform its obligations under this Agreement or materially delay or prevent and the consummation of any of the transactions contemplated hereby. No Merger by the Company require no consent, approval, order or authorization of, action by, by or in respect of, or registration, declaration registration or filing with, any governmental body, court, agency, official or authority (each, a "Governmental Entity is required by or with respect to AIC or any Entity," collectively "Government Entities") other than the filing of its Subsidiaries a certificate of merger in connection accordance with the Secretary. (D) The execution and delivery of this Agreement and the consummation of the Merger will not result in the creation of any Lien upon any asset of the Company. (E) Except as set forth in Section 3.4(e) of the Company Disclosure Schedule, no consent, approval, waiver or other action by AIC any person (other than the governmental authorities referred to in (b) above) under any indenture, lease, instrument or other material contract, agreement or document to which the Company is a party or by which the Company is bound is required or necessary for, or made necessary by reason of, the execution, delivery and performance of this Agreement by the Company or the consummation by AIC of the transactions contemplated by this Agreement, except for (l) the filing with the SEC of (A) the Proxy Statement, (B) a registration statement on Form S-4 to be filed with the SEC in connection with the issuance of AIC Common Stock in the Merger, and (C) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement; (2) the filing of the AIC Certificate of Merger with the Secretary of State of the State of Delaware; (3) any filings with Governmental Entities to satisfy (A) the applicable requirements of the laws of states in which 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 (5) such consents, approvals, orders or authorizations the failure of which to be made or obtained, individually or in the aggregate, would not (x) have a Material Adverse Effect on AIC or (y) materially impair the ability of AIC to perform its obligations under this Agreement or materially delay or prevent the consummation of any of the transactions contemplated hereby.

Authority; Noncontravention. AIC The Company has all requisite corporate power and authority to enter into execute and deliver this Agreement and, subject to the receipt of the AIC Stockholder Approval (as defined in Section 3.3(i)), and to consummate the transactions 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 AIC the Company and the consummation by AIC the Company of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of AICthe Company, subject subject, in the case of the Merger, to the receipt of the AIC Stockholder ApprovalApproval (if required by the DGCL). This Agreement has been duly executed and delivered by AIC the Company and, assuming the due authorization, execution and delivery by CAXeach of the other parties hereto, constitutes the a legal, valid and binding obligation of AICthe Company, enforceable against AIC the Company in accordance with its terms, except subject, as such enforceability may be limited by applicable to enforceability, to bankruptcy, reorganization, insolvency and similar laws other Laws of general applicability relating to or affecting creditors' ’ rights generally and by to general principles equity principles. The Board of equity (whether considered Directors of the Company at law or in equity)a duly held meeting has taken the Board Actions. The execution and delivery by the Company of this Agreement does do not, and the consummation of the Offer and the Merger and the other transactions contemplated by this Agreement and compliance with the provisions of this Agreement will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets of AIC the Company or any of its Subsidiaries under, any provision of (iA) the certificate Company Certificate of incorporation or by-laws of AIC Incorporation, the Company Bylaws or the comparable organizational or governing documents of any of its SubsidiariesSubsidiaries or (B) subject to the filings and other matters referred to in the immediately following sentence, (ii1) any loan or credit agreementcontract, lease, indenture, note, bond, mortgage, indenture, lease bond or other agreement that is in force and effect (a “Contract”) to which AIC the Company or any of its Subsidiaries is a party or any other instrument, permit, concession, franchise, license or similar authorization applicable to AIC or by which any of its Subsidiaries or their respective properties or assets are bound, or (iii2) 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 judgment, order or decree of any Governmental Entity (“Judgment”), in each case applicable to AIC the Company or any of its Subsidiaries or their respective properties or assets, other than, in the case of clauses clause (iiB) and (iii)above, any such conflicts, violations, defaults, rights, 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 AIC or (y) materially impair the ability of AIC to perform its obligations under this Agreement or materially delay or prevent consummation of any of the transactions contemplated herebyEffect. No consent, approval, order or authorization of, action by, or in respect of, or registration, declaration or filing with, or notice to, any Federal, state, local or foreign government, any court of competent jurisdiction or any administrative, regulatory (including any stock exchange) or other governmental agency, commission or authority (each, a “Governmental Entity Entity”) is required to be obtained or made by or with respect to AIC the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement by AIC the Company, the consummation of the Offer or the consummation by AIC the Company of the Merger or the other transactions contemplated by this Agreement, except for (lI) the filing of a premerger notification and report form by the Company under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and the filings and receipt, termination or expiration, as applicable, of such other approvals or waiting periods as may be required under any other applicable competition, merger control, antitrust or similar Law of any jurisdiction (“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 (A) the Proxy Statement, (B) a registration Company of an information statement on Form S-4 prepared pursuant to be filed with the SEC in connection with the issuance of AIC Common Stock in the Merger, and (C) such reports under Section 13(a) or 15(d14(c) of the Exchange Act as may be required in connection with this Agreement regarding the Merger and the other transactions contemplated by this Agreement; hereby (2the “Merger Information Statement”) (which shall also satisfy the requirements of Section 228 of the DGCL), (III) the filing of the AIC Certificate of Merger with the Secretary of State of the State of Delaware; Delaware and of appropriate documents with the relevant authorities of other jurisdictions in which the Company or any of its Subsidiaries is qualified to do business, (3IV) any filings with Governmental Entities to satisfy (A) or notices required under the applicable requirements rules and regulations of the laws of states in which AIC and its Subsidiaries are qualified or licensed to do business New York Stock Exchange, (V) compliance with applicable foreign or state securities or "“blue sky" laws or sky laws”, (BVI) any filings filing or notice required by foreign governmental entities; under ISRA and (4VII) 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 (5) such other consents, approvals, orders or authorizations orders, authorizations, registrations, declarations, filings and notices the failure of which to be obtained or made or obtainedwould not reasonably be expected, individually or in the aggregate, would not (x) to have a Material Adverse Effect on AIC or (y) materially impair the ability of AIC to perform its obligations under this Agreement prevent or materially delay the consummation of the Offer or prevent the consummation of any of Company from consummating the transactions contemplated herebyMerger.

Authority; Noncontravention. AIC Citicorp has all requisite corporate power and authority to enter into this Agreement and, subject to the receipt of the AIC Citicorp Stockholder Approval (as defined in Section 3.3(i3.01(l)), to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by AIC Citicorp and the consummation by AIC Citicorp of the transactions contemplated by this Agreement hereby have been duly authorized by all necessary corporate action on the part of AICCiticorp, subject subject, in the case of the Merger, to the receipt of the AIC Citicorp Stockholder Approval. This Agreement has been duly executed and delivered by AIC Citicorp and, assuming the due authorization, execution and delivery by CAXTravelers, constitutes the a legal, valid and binding obligation of AICCiticorp, enforceable against AIC Citicorp in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, reorganization, insolvency and similar laws affecting creditors' rights generally and by general principles of equity (whether considered at law or in equity). The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets of AIC Citicorp or any of its Subsidiaries subsidiaries under, (i) the certificate of incorporation or by-laws of AIC Citicorp or the comparable organizational or governing documents of any of its Subsidiariessubsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement to which AIC or any of its Subsidiaries is a party or any other agreement, instrument, permit, concession, franchise, license or similar authorization applicable to AIC Citicorp 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 AIC Citicorp or any of its Subsidiaries subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations, defaults, rights, losses or Liens that individually or in the aggregate would not (x) have a Material Adverse Effect material adverse effect on AIC Citicorp or (y) reasonably be expected to materially impair or delay the ability of AIC Citicorp to perform its obligations under this Agreement or materially delay or prevent consummation of any of the transactions contemplated herebyAgreement. No consent, approval, order or authorization of, action by, by or in respect of, or registration, declaration or filing with, any federal, state, local or foreign government, any court, administrative, regulatory or other governmental agency, commission or authority or any non-governmental U.S. or foreign self-regulatory agency, commission or authority or any arbitral tribunal (each, a "Governmental Entity Entity") is required by or with respect to AIC Citicorp or any of its Subsidiaries subsidiaries in connection with the execution and delivery of this Agreement by AIC Citicorp or the consummation by AIC Citicorp of the transactions contemplated by this Agreementhereby, except for for: (l1) the filing with the SEC of (A) a proxy statement relating to the Citicorp Stockholders Meeting (as defined in Section 5.01(b)) (such proxy statement, together with the proxy statement relating to the Travelers Stockholders Meeting (as defined in Section 5.01(c)), in each case as amended or supplemented from time to time, the "Joint Proxy Statement, (B) a registration statement on Form S-4 to be filed with the SEC in connection with the issuance of AIC Common Stock in the Merger"), and (CB) such reports under Section 13(a), 13(d), 15(d) or 15(d16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as may be required in connection with this Agreement and the transactions contemplated by this Agreementhereby; (2) the filing of the AIC Certificate of Merger with the Secretary of State of the State of Delaware; (3) any Delaware and appropriate documents with the relevant authorities of other states in which Citicorp is qualified to do business and such filings with Governmental Entities to satisfy (A) the applicable requirements of the laws of states in which AIC and its Subsidiaries are qualified or licensed to do business or state securities or "blue sky" laws or laws; (B3) any filings the consents, approvals and notices required by foreign governmental entitiesunder the Investment Company Act of 1940, as amended (the "1940 Act"), and the Investment Advisors Act of 1940, as amended (the "Advisors Act"); (4) such applications filings in respect of, and filings as may be required by approvals and authorizations of, any Governmental Entity having jurisdiction over the New York Stock Exchange in connection with listing the shares of AIC Common Stock to be issued in the Mergersecurities, commodities, banking, insurance or other financial services businesses; and (5) such consents, approvals, orders or authorizations the failure of which to be made or obtained, obtained individually or in the aggregate, aggregate would not (x) have a Material Adverse Effect material adverse effect on AIC Citicorp or (y) reasonably be expected to materially impair or delay the ability of AIC Citicorp to perform its obligations under this Agreement or materially delay or prevent the consummation of any of the transactions contemplated herebyAgreement.

Authority; Noncontravention. AIC (i) The Company has all requisite corporate power and authority to enter into this Agreement and the other Transaction Documents to which it is a party and, subject to the receipt of the AIC Stockholder Approval (as defined in Section 3.3(i3.01(k)), to consummate the transactions contemplated by this Agreementthe Transaction Documents. The execution and delivery of this Agreement the Transaction Documents by AIC the Company and the consummation by AIC the Company of the transactions contemplated by this Agreement the Transaction Documents have been duly authorized by all necessary corporate action on the part of AICthe Company, subject to the receipt of the AIC Stockholder Approval. This Agreement Each of the Transaction Documents to which the Company is a party has been duly executed and delivered by AIC and, assuming the due authorization, execution Company and delivery by CAX, constitutes the legal, a valid and binding obligation of AICthe Company, enforceable against AIC the Company in accordance with its terms. (ii) Except as disclosed in Section 3.01(d)(ii) of the Company Disclosure Schedule, 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 the execution and delivery by the Company of this Agreement does the Transaction Documents to which the Company is a party do not, and compliance by the consummation of the transactions contemplated by this Agreement and compliance Company with the provisions of this Agreement the 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 loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of AIC the Company or any of its Subsidiaries under, (i) subject to, with respect to the Merger, Stockholder Approval, the certificate of incorporation or by-laws of AIC the Company or the comparable organizational or governing documents of any of its Subsidiaries, (ii) subject to the consents and other matters referred to in Section 3.01(d)(iii), any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement to which AIC or any of its Subsidiaries is a party or any other agreement, instrument, permit, concession, franchise, franchise or license or similar authorization applicable to AIC the Company or any of its Subsidiaries or their respective properties or assets assets, including without limitation those agreements set forth in Section 3.01(o)(v) of the Company Disclosure Schedule or (iii) subject to the governmental filings and other matters referred to in the following sentenceSection 3.01(d)(iii), any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to AIC the Company or any of its Subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations, defaults, rights, losses Liens, judgments, orders, decrees, statutes, laws, ordinances, rules or Liens regulations that individually or in the aggregate would could not reasonably be expected to (x) have a Material Adverse Effect on AIC or the Company, (y) materially impair the ability of AIC the Company to perform its obligations under this Agreement any of the Transaction Documents in any material respect or materially (z) delay in any material respect or prevent the consummation of any of the transactions contemplated hereby. by the Transaction Documents. (iii) 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 (a "Governmental Entity Entity") or other Person, is required by or with respect to AIC the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement the Transaction Documents by AIC the Company or the consummation by AIC the Company of the transactions contemplated by this Agreementthe Transaction Documents, except for (l) the filing with the SEC of (A) the Proxy Statement, (B) a registration statement on Form S-4 to be filed with the SEC in connection with the issuance of AIC Common Stock in the Merger, and (C) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement; (21) the filing of the AIC Certificate of Merger with the Secretary of State of the State of Delaware; (3) any filings with Governmental Entities to satisfy (A) the applicable requirements of the laws of states in which AIC a premerger notification 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 report form by the New York Stock Exchange in connection with listing Company under the shares Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of AIC Common Stock to be issued in 1976, as amended (the Merger; and (5) such consents, approvals, orders or authorizations the failure of which to be made or obtained, individually or in the aggregate, would not (x) have a Material Adverse Effect on AIC or (y) materially impair the ability of AIC to perform its obligations under this Agreement or materially delay or prevent the consummation of any of the transactions contemplated hereby."HSR Act");

Authority; Noncontravention. AIC The Company has all requisite corporate power and authority to enter into execute and deliver this Agreement and, subject to the receipt of the AIC Stockholder Approval (as defined in Section 3.3(i)), and to consummate the transactions 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 AIC the Company and the consummation by AIC the Company of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of AICthe Company, subject subject, in the case of the Merger, to the receipt of the AIC Stockholder ApprovalApproval (if required by the DGCL). This Agreement has been duly executed and delivered by AIC the Company and, assuming the due authorization, execution and delivery by CAXeach of the other parties hereto, constitutes the a legal, valid and binding obligation of AICthe Company, enforceable against AIC the Company in accordance with its terms, except subject, as such enforceability may be limited by applicable to enforceability, to bankruptcy, reorganization, insolvency and similar laws other Laws of general applicability relating to or affecting creditors' ’ rights generally and by to general principles equity principles. The Board of equity (whether considered Directors of the Company at law or in equity)a duly held meeting has taken the Board Actions. The execution and delivery by the Company of this Agreement does do not, and the consummation of the Offer and the Merger and the other transactions contemplated by this Agreement and compliance with the provisions of this Agreement will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets of AIC the Company or any of its Subsidiaries under, any provision of (iA) the certificate Company Certificate of incorporation or by-laws of AIC Incorporation, the Company Bylaws or the comparable organizational or governing documents of any of its SubsidiariesSubsidiaries or (B) subject to the filings and other matters referred to in the immediately following sentence, (ii1) any loan or credit agreementcontract, lease, indenture, note, bond, mortgage, indenture, lease bond or other agreement that is in force and effect (a “Contract”) to which AIC the Company or any of its Subsidiaries is a party or any other instrument, permit, concession, franchise, license or similar authorization applicable to AIC or by which any of its Subsidiaries or their respective properties or assets are bound, or (iii2) 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 judgment, order or decree of any Governmental Entity (“Judgment”), in each case applicable to AIC the Company or any of its Subsidiaries or their respective properties or assets, other than, in the case of clauses clause (iiB) and (iii)above, any such conflicts, violations, defaults, rights, 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 AIC or (y) materially impair the ability of AIC to perform its obligations under this Agreement or materially delay or prevent consummation of any of the transactions contemplated herebyEffect. No consent, approval, order or authorization of, action by, or in respect of, or registration, declaration or filing with, or notice to, any Federal, state, local or foreign government, any court of competent jurisdiction or any administrative, regulatory (including any stock exchange) or other governmental agency, commission or authority (each, a “Governmental Entity Entity”) is required to be obtained or made by or with respect to AIC the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement by AIC the Company, the consummation of the Offer or the consummation by AIC the Company of the Merger or the other transactions contemplated by this Agreement, except for (lI) the filing of a premerger notification and report form by the Company under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and the filings and receipt, termination or expiration, as applicable, of such other approvals or waiting periods as may be required under any other applicable competition, merger control, antitrust or similar Law of any jurisdiction (“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 (A) the Proxy Statement, (B) a registration Company of an information statement on Form S-4 prepared pursuant to be filed with the SEC in connection with the issuance of AIC Common Stock in the Merger, and (C) such reports under Section 13(a) or 15(d14(c) of the Exchange Act as may be required in connection with this Agreement regarding the Merger and the other transactions contemplated by this Agreement; hereby (2the “Merger Information Statement”) (which shall also satisfy the requirements of Section 228 of the DGCL), (III) the filing of the AIC Certificate of Merger with the Secretary of State of the State of Delaware; Delaware and of appropriate documents with the relevant authorities of other jurisdictions in which the Company or any of its Subsidiaries is qualified to do business, (3IV) any filings with Governmental Entities to satisfy (A) or notices required under the applicable requirements rules and regulations of the laws of states in which AIC and its Subsidiaries are qualified or licensed to do business New York Stock Exchange, (V) compliance with applicable foreign or state securities or "“blue sky" laws or sky laws”, (BVI) any filings filing or notice required by foreign governmental entities; under ISRA and (4VII) 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 (5) such other consents, approvals, orders or authorizations orders, authorizations, registrations, declarations, filings and notices the failure of which whic h to be obtained or made or obtainedwould not reasonably be expected, individually or in the aggregate, would not (x) to have a Material Adverse Effect on AIC or (y) materially impair the ability of AIC to perform its obligations under this Agreement prevent or materially delay the consummation of the Offer or prevent the consummation of any of Company from consummating the transactions contemplated herebyMerger.

Authority; Noncontravention. AIC Company has all the requisite corporate --------------------------- power and authority to enter into this Agreement and, subject to the receipt of the AIC Stockholder Approval (as defined in Section 3.3(i)), and to consummate the transactions contemplated by this Agreementhereby. The execution and delivery of this Agreement by AIC Company and the consummation by AIC Company of the transactions contemplated by this Agreement hereby have been duly authorized by all necessary corporate action on the part of AICCompany, subject subject, in the case of the Merger, to the receipt adoption of the AIC Stockholder Approvalthis Agreement by its stockholders as contemplated by Section 6.3. This Agreement has been duly executed and delivered by AIC Company and, assuming the due authorization, execution and delivery by CAX, that this Agreement constitutes the legal, a valid and binding obligation of AICParent and Merger Sub, constitutes a valid and binding obligation of Company, enforceable against AIC Company in accordance with its terms, except as such enforceability may be limited by subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, insolvency moratorium and similar laws affecting creditors' rights and remedies generally and by to general principles of equity (whether considered at law or equity. Except as specified in equity). The Section 4.1(b) of the Disclosure Schedule, the execution and delivery of this Agreement does not, and the consummation of the transactions contemplated by this Agreement hereby and compliance with the provisions hereof will not, (i) conflict with any of the provisions of the certificate of incorporation or bylaws of Company or the comparable governing documents of any Subsidiary of Company, in each case as amended to the date of this Agreement will notAgreement, (ii) subject to compliance with the governmental filing and other requirements 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 a loss of a material benefit under, or result in require the creation consent of any Lien upon any of the properties or assets of AIC or any of its Subsidiaries person under, (i) the certificate of incorporation or by-laws of AIC or the comparable organizational or governing documents of any of its Subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease indenture or other agreement to which AIC or any of its Subsidiaries is a party or any other instrumentagreement, permit, concession, franchise, license or similar authorization applicable instrument or undertaking to AIC which Company or any of its Subsidiaries is a party or by which Company or any of its Subsidiaries or any of their respective properties assets is bound or assets affected, or (iii) subject to compliance with the governmental filings filing and other matters requirements referred to in the following sentenceSection 4.1(c), contravene any judgment, order, decree, statute, domestic or foreign law, ordinance, rule or regulation applicable to AIC 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 clauses (ii) and (iii), any such conflicts, violations, defaults, rights, losses or Liens that individually or in the aggregate would not (x) have a Material Adverse Effect on AIC or (y) materially impair the ability of AIC to perform its obligations under this Agreement or materially delay or prevent consummation of any of the transactions contemplated hereby. No consent, approval, order or authorization of, action by, or in respect of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to AIC or any of its Subsidiaries in connection with the execution and delivery of this Agreement by AIC or the consummation by AIC of the transactions contemplated by this Agreement, except for (l) the filing with the SEC of (A) the Proxy Statement, (B) a registration statement on Form S-4 to be filed with the SEC in connection with the issuance of AIC Common Stock in the Merger, and (C) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement; (2) the filing of the AIC Certificate of Merger with the Secretary of State of the State of Delaware; (3) any filings with Governmental Entities to satisfy (A) the applicable requirements of the laws of states in which 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 (5) such consents, approvals, orders or authorizations the failure of which to be made or obtained, individually or in the aggregate, would not (x) have a Material Adverse Effect on AIC or (y) materially impair the ability of AIC to perform its obligations under this Agreement or materially delay or prevent the consummation of any of the transactions contemplated hereby.and

Authority; Noncontravention. AIC has all requisite corporate power The execution, delivery and authority to enter into this Agreement and, subject to the receipt of the AIC Stockholder Approval (as defined in Section 3.3(i)), to consummate the transactions contemplated performance by this Agreement. The execution and delivery Avatar of this Agreement by AIC and the consummation by AIC of the transactions contemplated Merger by this Agreement have Avatar has been duly authorized by all necessary corporate action on the part of AIC, subject to the receipt of the AIC Stockholder ApprovalAvatar. This Agreement has been duly executed and delivered by AIC Avatar and, assuming this Agreement constitutes the due authorization, execution valid and delivery by CAXbinding agreement of Public Company , constitutes the legal, a valid and binding obligation of AICAvatar, enforceable against AIC such party in accordance with its terms, except as such enforceability may be limited by subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, insolvency moratorium and similar laws affecting creditors' rights generally and by remedies and to general principles of equity (whether considered at law or in equity). The execution and delivery of this Agreement does do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement Agreement, will notnot (i) conflict with any of the provisions of the articles of incorporation or bylaws of Avatar, (ii) subject to the governmental filings and other matters referred to in the following sentence, conflict with, or result in any violation of, a breach of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or loss of a material benefit under, or result in require the creation consent of any Lien upon any of the properties or assets of AIC or any of its Subsidiaries person under, (i) the certificate of incorporation or by-laws of AIC or the comparable organizational or governing documents of any of its Subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement to which AIC or any of its Subsidiaries is a party or any other instrumentmaterial agreement, permit, concession, franchise, license or similar authorization applicable instrument or undertaking to AIC which Avatar is a party or by which Avatar or any of its Subsidiaries assets are bound or their respective properties or assets affected, or (iii) subject to the governmental filings and other matters referred to in the following sentence, contravene any law, rule or regulation, or any order, writ, judgment, orderinjunction, decree, statute, law, ordinance, rule determination or regulation award binding on or applicable to AIC or any of its Subsidiaries or their respective properties or assetsAvatar and currently in effect, other thanwhich, in the case of clauses (ii) and (iii)) above, any such conflicts, violations, defaults, rights, losses or Liens that individually singly or in the aggregate aggregate, would not (x) have a an Avatar Material Adverse Effect on AIC or (y) materially impair the ability of AIC to perform its obligations under this Agreement or materially delay or prevent consummation of any of the transactions contemplated herebyEffect. No consent, approval, order approval or authorization of, action by, or in respect of, or registration, declaration or filing with, or notice to, any Governmental Entity which has not been received or made is required by or with respect to AIC or any of its Subsidiaries Avatar in connection with the execution and delivery of this Agreement by AIC Avatar or the consummation by AIC Avatar of any of the transactions contemplated by this Agreement, except for (l) the filing with the SEC of (A) the Proxy Statement, (B) a registration statement on Form S-4 to be filed with the SEC in connection with the issuance of AIC Common Stock in the Merger, and (C) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement; (2i) the filing of the AIC Certificate articles of Merger merger with the Texas Secretary of State of the State of Delaware; State, (3) any filings with Governmental Entities to satisfy (A) the applicable requirements of the laws of states in which 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; (4ii) 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 (5) such other consents, approvals, orders authorizations, filings or authorizations notices as are set forth in Section 4.2(b) of the failure of which to be made Disclosure Schedule and (iii) consents, approvals, authorizations, declarations, filings and notices that, if not obtained or obtainedmade, will not, individually or in the aggregate, would not (x) have a result in an Avatar Material Adverse Effect on AIC or (y) materially impair the ability of AIC to perform its obligations under this Agreement or materially delay or prevent the consummation of any of the transactions contemplated herebyEffect.

Authority; Noncontravention. AIC The Company has all the requisite corporate power and authority to enter into this Agreement and, subject to adoption of this Agreement by the receipt holders of a majority of the AIC Stockholder Approval (as defined in Section 3.3(i))outstanding shares of Common Stock, to consummate the transactions contemplated by this AgreementTransactions. The execution and delivery of this Agreement by AIC the Company and the consummation by AIC the Company of the transactions contemplated by this Agreement Transactions have been duly authorized by all necessary corporate action on the part of AICthe Company, subject to the receipt approval of the AIC Stockholder ApprovalMerger and the adoption of this Agreement by the holders of a majority of the outstanding shares of Common Stock. This Agreement has been duly executed and delivered by AIC and, assuming the due authorization, execution Company and delivery by CAX, constitutes the legal, a valid and binding obligation of AICthe Company, enforceable against AIC the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, reorganization, insolvency and similar laws affecting creditors' rights generally and by general principles of equity (whether considered at law or in equity). The execution and delivery of this Agreement by the Company does not, and the consummation of the transactions contemplated by this Agreement Transactions and compliance with the provisions of this Agreement will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of AIC the Company or any of its Significant Subsidiaries under, (i) the certificate Charter or By-Laws of incorporation or by-laws of AIC the Company or the comparable charter or organizational or governing documents of any of its Significant Subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement to which AIC or any of its Subsidiaries is a party or any other agreement, instrument, permit, concession, franchise, franchise or license or similar authorization applicable to AIC the Company or any of its Significant Subsidiaries or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to AIC the Company or any of its Significant Subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations, defaults, rights, losses rights or Liens or judgments, orders, decrees, statutes, law ordinances, rules or regulations that individually or in the aggregate would not (x) have a Material Adverse Effect on AIC or (y) materially impair the ability of AIC to perform its obligations under this Agreement or materially delay or prevent consummation of any of the transactions contemplated hereby. No consent, approval, order or authorization of, action by, or in respect of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to AIC or any of its Subsidiaries in connection with the execution and delivery of this Agreement by AIC or the consummation by AIC of the transactions contemplated by this Agreement, except for (l) the filing with the SEC of (A) the Proxy Statement, (B) a registration statement on Form S-4 to be filed with the SEC in connection with the issuance of AIC Common Stock in the Merger, and (C) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement; (2) the filing of the AIC Certificate of Merger with the Secretary of State of the State of Delaware; (3) any filings with Governmental Entities to satisfy (A) the applicable requirements of the laws of states in which 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 (5) such consents, approvals, orders or authorizations the failure of which to be made or obtained, individually or in the aggregate, would not (x) have a Material Adverse Effect on AIC or (y) materially impair the ability of AIC to perform its obligations under this Agreement or materially delay or prevent the consummation of any of the transactions contemplated hereby.not