Common use of Authority; Noncontravention Clause in Contracts

Authority; Noncontravention. Each of JPFI and Merger Sub has all requisite corporate power and authority to enter into this Agreement, and JPFI has all requisite corporate power and authority to enter into the Option Agreements and the Support Agreement and, subject to the JPFI Stockholder Approval (as defined in Section 3.2(l)), to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement by each of JPFI and Merger Sub, and the execu- tion and delivery of the Option Agreements and the Support Agreement by JPFI and the consummation by JPFI and Merger Sub of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of JPFI and Merger Sub, subject, in the case of the Merger and the issuance of JPFI Common Stock in connection with the Merger, to the JPFI Stockholder Approval. This Agreement has been, and the Support Agreement and Option Agreements will be, duly executed and delivered by JPFI (and, in the case of this Agreement, by Merger Sub) and, assuming the due authorization, execution and delivery thereof by RSI, constitute (or will con- stitute, as the case may be) the legal, valid and binding obli- gation of JPFI (and, in the case of this Agreement, Merger Sub), enforceable against JPFI (and, in the case of this Agree- ment, Merger Sub) in accordance with their terms. The execu- tion and delivery of this Agreement does not, and the execution and delivery of the Option Agreements and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions of this Agreement, the Support 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 termina- tion, 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 JPFI or any of its subsidiaries or (assuming the consummation of the transactions contemplated hereby without giving effect to Section 1.7) in any restriction on the conduct of JPFI's business or operations under, (i) the JPFI Certificate or the by-laws of JPFI or the comparable orga- nizational documents of any of its subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, trust document, lease or other agreement, instrument, permit, conces- sion, franchise, license or similar authorization applicable to JPFI 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 judg- ment, order, decree, statute, law, ordinance, rule or regula- tion applicable to JPFI 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, de- faults, rights, losses, restrictions or Liens that individually or in the aggregate would not (x) have a material adverse ef- fect on JPFI or (y) reasonably be expected to impair the abil- ity of JPFI or Merger Sub to perform its obligations under this Agreement (and, in the case of JPFI individually, under the Option Agreements and the Support Agreement). No consent, ap- proval, 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 JPFI or any of its subsidiaries in connection with the execution and delivery of this Agreement by JPFI and Merger Sub, or the execution and delivery by JPFI of the Option Agreements and the Support Agreement, or the consummation by JPFI or Merger Sub of the transactions contemplated hereby or thereby, except for (1) the filing of a pre-merger notification and report form by JPFI under the HSR Act; (2) the filing with the SEC of (A) the Joint Proxy Statement relating to the JPFI Stockholders Meeting, (B) the Form S-4 and (C) such reports under Section 13(a), 13(d), 15(d) or 16(a) of the Exchange Act as may be required in con- nection with this Agreement and the Option Agreements and the transactions contemplated hereby and thereby; (3) the filing of the Certificate of Merger with the Secretary of State of Dela- ware and appropriate documents with the relevant authorities of other states in which JPFI is qualified to do business and such filings with Governmental Entities to satisfy the applicable requirements of state securities or "blue sky" laws; (4) such filings with and approvals of the NYSE to permit the shares of JPFI Common Stock that are to be issued in the Merger and under the RSI Stock Plans to be listed on the NYSE; and (5) such con- sents, 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 JPFI or (y) reason- ably be expected to impair the ability of JPFI or Merger Sub to perform its obligations under this Agreement.

Authority; Noncontravention. Each of JPFI and Merger Sub RSI has all requisite requi- site corporate power and authority to enter into this AgreementAgree- ment, and JPFI has all requisite corporate power and authority to enter into each of the Option Agreements and the Support Agreement and, subject subject, in the case of the Merger, to the JPFI RSI Stockholder Approval (as defined in Section 3.2(l3.1(l)), to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement by Agree- ment and each of JPFI and Merger Sub, and the execu- tion and delivery of the Option Agreements by RSI and the Support Agreement consumma- tion by JPFI and the consummation by JPFI and Merger Sub RSI of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of JPFI and Merger SubRSI, subject, in the case of the Merger and the issuance of JPFI Common Stock in connection with the Merger, to the JPFI RSI Stockholder Approval. This Agreement has been, and the Support Agreement and Option Agreements will be, duly executed and delivered by JPFI (and, in the case of this Agreement, by Merger Sub) RSI and, assuming the due authorization, execution and delivery thereof by RSIJPFI, constitute constitutes (or will con- stituteconstitute, as the case may be) the legal, valid and binding obli- gation obligation of JPFI (and, in the case of this Agreement, Merger Sub)RSI, enforceable against JPFI (and, in the case of this Agree- ment, Merger Sub) RSI in accordance with their terms. The execu- tion execution and delivery of this Agreement does not, and the execution and delivery de- livery of the Option Agreements and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions of this Agreement, the Support Agreement and the Option Agreements will not, conflict with, or result in any violation of, or default de- fault (with or without notice or lapse of time, or both) under, or give rise to a right of termina- tiontermination, cancellation or acceleration ac- celeration 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 JPFI RSI or any of its subsidiaries or (assuming the consummation of the transactions contemplated hereby without giving effect to Section 1.7) in any restriction on the conduct of JPFI's business or operations under, (i) the JPFI RSI Certificate or the by-laws of JPFI RSI or the comparable orga- nizational documents organizational docu- ments of any of its subsidiaries, (ii) except as contemplated by Section 5.17, any loan or credit agreement, note, bond, mortgage, indenture, trust document, lease or other agreement, instrument, permit, conces- sionconcession, franchise, license or similar authorization applicable to JPFI RSI 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 judg- ment, order, decree, statute, law, ordinance, rule or regula- tion applicable to JPFI 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, de- faults, rights, losses, restrictions or Liens that individually or in the aggregate would not (x) have a material adverse ef- fect on JPFI or (y) reasonably be expected to impair the abil- ity of JPFI or Merger Sub to perform its obligations under this Agreement (and, in the case of JPFI individually, under the Option Agreements and the Support Agreement). No consent, ap- proval, 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 JPFI or any of its subsidiaries in connection with the execution and delivery of this Agreement by JPFI and Merger Sub, or the execution and delivery by JPFI of the Option Agreements and the Support Agreement, or the consummation by JPFI or Merger Sub of the transactions contemplated hereby or thereby, except for (1) the filing of a pre-merger notification and report form by JPFI under the HSR Act; (2) the filing with the SEC of (A) the Joint Proxy Statement relating to the JPFI Stockholders Meeting, (B) the Form S-4 and (C) such reports under Section 13(a), 13(d), 15(d) or 16(a) of the Exchange Act as may be required in con- nection with this Agreement and the Option Agreements and the transactions contemplated hereby and thereby; (3) the filing of the Certificate of Merger with the Secretary of State of Dela- ware and appropriate documents with the relevant authorities of other states in which JPFI is qualified to do business and such filings with Governmental Entities to satisfy the applicable requirements of state securities or "blue sky" laws; (4) such filings with and approvals of the NYSE to permit the shares of JPFI Common Stock that are to be issued in the Merger and under the RSI Stock Plans to be listed on the NYSE; and (5) such con- sents, 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 JPFI or (y) reason- ably be expected to impair the ability of JPFI or Merger Sub to perform its obligations under this Agreement.the

Authority; Noncontravention. Each of JPFI and Merger Sub DWD has all requisite corporate power and authority to enter into this Agreement and, subject to the DWD Stockholder Approval (as defined in Section 3.02(l)), to consummate the transactions contemplated by this Agreement, and JPFI . DWD has all requisite corporate power and authority to enter into the Option Agreements and the Support Agreement and, subject to the JPFI Stockholder Approval (as defined in Section 3.2(l)), to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement by each of JPFI and Merger Sub, and the execu- tion and delivery of the Option Agreements and the Support Agreement by JPFI DWD and the consummation by JPFI and Merger Sub DWD of the transactions contemplated hereby by this Agreement and thereby the Option Agreements have been duly authorized by all necessary corporate action on the part of JPFI and Merger SubDWD, subject, in the case of the Merger and the issuance of JPFI DWD Common Stock and DWD Preferred Stock in connection with the Merger, to the JPFI DWD Stockholder Approval. This Agreement has been, and the Support Agreement and Option Agreements will be, have been duly executed and delivered by JPFI (and, in the case of this Agreement, by Merger Sub) DWD and, assuming the due authorization, execution and delivery thereof by RSIeach of the other parties thereto, constitute (or will con- stitute, as the case may be) the legal, valid and binding obli- gation obligations of JPFI (and, in the case of this Agreement, Merger Sub)DWD, enforceable against JPFI (and, in the case of this Agree- ment, Merger Sub) DWD in accordance with their terms. The execu- tion execution and delivery of this Agreement does not, and the execution and delivery of the Option Agreements do not, and the consummation of the transactions contemplated hereby by this Agreement and thereby the Option Agreements and compliance with the provisions of this Agreement, the Support 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 termina- tiontermination, 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 JPFI DWD or any of its subsidiaries or (assuming the consummation of the transactions contemplated hereby without giving effect to Section 1.7) in any restriction on the conduct of JPFI's business or operations under, (i) the JPFI Certificate certificate of incorporation or the by-laws of JPFI DWD or the comparable orga- nizational organizational documents of any of its subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, trust document, lease or other agreement, instrument, permit, conces- sion, franchise, license or similar authorization applicable to JPFI 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 judg- ment, order, decree, statute, law, ordinance, rule or regula- tion applicable to JPFI 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, de- faults, rights, losses, restrictions or Liens that individually or in the aggregate would not (x) have a material adverse ef- fect on JPFI or (y) reasonably be expected to impair the abil- ity of JPFI or Merger Sub to perform its obligations under this Agreement (and, in the case of JPFI individually, under the Option Agreements and the Support Agreement). No consent, ap- proval, 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 JPFI or any of its subsidiaries in connection with the execution and delivery of this Agreement by JPFI and Merger Sub, or the execution and delivery by JPFI of the Option Agreements and the Support Agreement, or the consummation by JPFI or Merger Sub of the transactions contemplated hereby or thereby, except for (1) the filing of a pre-merger notification and report form by JPFI under the HSR Act; (2) the filing with the SEC of (A) the Joint Proxy Statement relating to the JPFI Stockholders Meeting, (B) the Form S-4 and (C) such reports under Section 13(a), 13(d), 15(d) or 16(a) of the Exchange Act as may be required in con- nection with this Agreement and the Option Agreements and the transactions contemplated hereby and thereby; (3) the filing of the Certificate of Merger with the Secretary of State of Dela- ware and appropriate documents with the relevant authorities of other states in which JPFI is qualified to do business and such filings with Governmental Entities to satisfy the applicable requirements of state securities or "blue sky" laws; (4) such filings with and approvals of the NYSE to permit the shares of JPFI Common Stock that are to be issued in the Merger and under the RSI Stock Plans to be listed on the NYSE; and (5) such con- sents, 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 JPFI or (y) reason- ably be expected to impair the ability of JPFI or Merger Sub to perform its obligations under this Agreement.,

Authority; Noncontravention. Each of JPFI and Merger Sub Trenwick has all requisite corporate power and authority to enter into this Agreement and, subject to obtaining the Trenwick Stockholder Approval (as defined in Section 3.2(o)), to consummate the transactions contemplated by this Agreement, and JPFI . Trenwick has all requisite corporate power and authority to enter into the Stock Option Agreements Agreement and the Support Agreement and, subject to the JPFI Stockholder Approval (as defined in Section 3.2(l)), to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement by each of JPFI and Merger Sub, and the execu- tion and delivery of the Stock Option Agreements and the Support Agreement by JPFI Trenwick and the consummation by JPFI and Merger Sub Trenwick of the transactions contemplated hereby by this Agreement and thereby the Stock Option Agreement have been duly authorized by all necessary corporate action on the part of JPFI and Merger SubTrenwick, subject, in the case of the Merger and the issuance of JPFI Common Stock in connection with the Merger, subject to the JPFI Trenwick Stockholder Approval. This Agreement has been, and the Support Stock Option Agreement and Option Agreements will be, have been duly executed and delivered by JPFI (and, in the case of this Agreement, by Merger Sub) Trenwick and, assuming the due authorization, execution and delivery thereof of this Agreement and the Stock Option Agreement by RSI, Chartwell constitute (or will con- stitute, as the case may be) the legal, valid and binding obli- gation obligations of JPFI (and, in the case of this Agreement, Merger Sub)Trenwick, enforceable against JPFI (and, in the case of this Agree- ment, Merger Sub) Trenwick in accordance with their respective terms. The execu- tion execution and delivery of this Agreement does and the Stock Option Agreement do not, and and, subject to the execution and delivery of the Option Agreements and Trenwick Stockholder Approval with respect to this Agreement, the consummation of the transactions contemplated hereby by this Agreement and thereby the Stock Option Agreement and compliance with the provisions of this Agreement, the Support Agreement and the Stock Option Agreements 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 termina- tiontermination, 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 JPFI Trenwick or any of its subsidiaries or (assuming the consummation of the transactions contemplated hereby without giving effect to Section 1.7) in any restriction on the conduct of JPFI's business or operations under, (i) the JPFI Certificate of Incorporation or the byBy-laws of JPFI Trenwick or the comparable orga- nizational organizational documents of any of its subsidiaries, (ii) subject to the matters referred to in the next sentence, any loan indenture or credit other material agreement, note, bond, mortgage, indenture, trust document, lease or other agreement, instrument, permit, conces- sion, franchise, license or similar authorization applicable instrument to JPFI which Trenwick or any of its subsidiaries is a party or by which Trenwick 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 next sentence, any judg- ment, order, decree, statute, law, ordinance, rule rule, regulation, order, judgment, injunction, decree, determination or regula- tion award applicable to JPFI Trenwick or any of its subsidiaries or any of their respective properties or assets, other than, in the case of clauses clause (ii) and (iii)above, any such conflicts, violations, de- faultsdefaults, rights, losses, restrictions losses or Liens that individually or in the aggregate would not (x) have a material adverse ef- fect Material Adverse Effect on JPFI Trenwick or (y) reasonably be expected to impair materially the abil- ity ability of JPFI or Merger Sub Trenwick to perform its obligations under this Agreement (and, in the case of JPFI individually, under the Option Agreements and the Support Stock Option Agreement). No consent, ap- provalapproval, order order, or authorization of, action by, by or in respect of, or registration, declaration or filing with, with any Governmental Entity Entity, or of Lloyd's, is required by or with respect to JPFI Trenwick or any of its subsidiaries in connection with the execution and delivery of this Agreement by JPFI and Merger Sub, or the execution and delivery by JPFI of the Option Agreements and the Support Agreement, Stock Option Agreement by Trenwick or the consummation by JPFI or Merger Sub Trenwick of the transactions contemplated hereby or therebyhereby, except for (A) in connection with or in compliance with the provisions of (1) the filing of a pre-merger notification and report form by JPFI under the HSR Act; , (2) the filing with the SEC of (A) the Joint Proxy Statement relating to the JPFI Stockholders MeetingSecurities Act, (B) the Form S-4 and (C) such reports under Section 13(a), 13(d), 15(d) or 16(a) of the Exchange Act as may be required in con- nection with this Agreement and the Option Agreements and the transactions contemplated hereby and thereby; (3) the Exchange Act, (4) the DGCL, (5) NASDAQ, (6) any non-United States competition, antitrust and investment laws, and the securities or "blue sky" laws of the various states, (7) the approvals, filings and notices required under the insurance laws of the jurisdictions in which Trenwick transacts the business of reinsurance; (8) the filing of the Certificate certificate of Merger merger with the Delaware Secretary of State of Dela- ware and appropriate documents with the relevant authorities of other states in which JPFI Trenwick is qualified to do business business, (9) any required consents and such filings with Governmental Entities to satisfy the applicable requirements waivers of state securities or "blue sky" laws; Lloyd's and (4B) such filings with and approvals of the NYSE to permit the shares of JPFI Common Stock that are to be issued in the Merger and under the RSI Stock Plans to be listed on the NYSE; and (5) such con- sentsother consents, approvals, orders orders, authorizations, actions, registrations, declarations, filings or authorizations notices (as may be required) 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 JPFI or (y) reason- ably be expected to impair the ability of JPFI or Merger Sub to perform its obligations under this AgreementTrenwick.

Authority; Noncontravention. Each of JPFI and Merger Sub The Company has all the requisite corporate power and authority to enter into this Agreement, and JPFI has all requisite corporate power and authority to enter into the Option Agreements and the Support Agreement and, subject to the JPFI Stockholder Approval (as defined in Section 3.2(l))Shareholder Approval, to consummate the transactions contemplated hereby and therebyby this Agreement. The execution and delivery of this Agreement by each of JPFI and Merger Sub, and the execu- tion and delivery of the Option Agreements and the Support Agreement by JPFI Company and the consummation by JPFI and Merger Sub the Company of the transactions contemplated hereby and thereby by this Agreement have been duly authorized by all necessary corporate action on the part of JPFI and Merger Subthe Company, subject, in the case of the Merger and the issuance of JPFI Common Stock in connection with the Merger, subject to the JPFI Stockholder Approval. This Agreement has been, and the Support Agreement and Option Agreements will be, duly executed and delivered by JPFI (and, in the case Shareholder Approval of this Agreement, by Merger Sub) and, assuming . Assuming the due authorization, execution and delivery thereof of this Agreement by RSIParent and Merger Sub, constitute (or will con- stitute, as this Agreement has been duly executed and delivered by the case may be) the legal, Company and constitutes a valid and binding obli- gation obligation of JPFI (and, in the case of this Agreement, Merger Sub)Company, enforceable against JPFI (and, in the case of this Agree- ment, Merger Sub) Company in accordance with their its terms, except that the enforcement hereof may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws now or hereafter in effect relating to creditors’ rights generally and (ii) general principals of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). The execu- tion execution and delivery of this Agreement by the Company does not, and the execution and delivery of consummation by the Option Agreements and the consummation Company of the transactions contemplated hereby and thereby by this Agreement and compliance by the Company with the provisions of this Agreement, the Support Agreement and the Option Agreements will not, conflict with, or result in any violation of, of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termina- tiontermination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien pledge, claim, lien, charge, encumbrance or security interest of any kind or nature whatsoever (collectively, “Liens”) upon any of the properties or assets of JPFI or any of its subsidiaries or (assuming the consummation of the transactions contemplated hereby without giving effect to Section 1.7) in any restriction on the conduct of JPFI's business or operations Company under, (i) the JPFI Certificate articles of incorporation or bylaws of the by-laws of JPFI or the comparable orga- nizational documents of any of its subsidiariesCompany, (ii) except as set forth in Section 3.1(d) of the Company Disclosure Schedule, any loan or credit agreementMaterial Contract, note, bond, mortgage, indenture, trust document, lease or other agreement, instrument, permit, conces- sion, franchise, license or similar authorization applicable to JPFI or any of its subsidiaries or their respective properties or assets or (iii) subject to the governmental filings filings, approvals and other matters referred to in the following sentenceparagraph, any judg- mentjudgment, order, decree, statute, law, ordinance, rule or regula- tion regulation (including, without limitation, those of the National Indian Gaming Commission, the California Gambling Control Commission, the Nevada State Gaming Control Board, the Nevada Gaming Commission or any other tribal or governmental authority regulating any form of gaming) applicable to JPFI the Company or any of its subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and or (iii), any such conflicts, violations, de- faults, rights, losses, restrictions defaults or Liens rights that individually or in the aggregate would not (xA) have a Material Adverse Effect on the Company, (B) impair in any material adverse ef- fect on JPFI or (y) reasonably be expected to impair respect the abil- ity ability of JPFI or Merger Sub the Company to perform its obligations under this Agreement or (and, in C) prevent or materially delay the case consummation of JPFI individually, under any of the Option Agreements and the Support transactions contemplated by this Agreement). No consent, ap- provalapproval, order or authorization of, action by, or in respect of, or registration, declaration or filing with, any federal, state or local government or any court, administrative or regulatory agency or commission or other governmental authority or agency, domestic or foreign, including, without limitation, the National Indian Gaming Commission, the California Gambling Control Commission, the Nevada State Gaming Control Board, the Nevada Gaming Commission or any other tribal or governmental authority regulating any form of gaming (a “Governmental Entity Entity”), is required by or with respect to JPFI or any of its subsidiaries the Company in connection with the execution and delivery of this Agreement by JPFI and Merger Sub, or the execution and delivery by JPFI of the Option Agreements and the Support Agreement, Company or the consummation by JPFI or Merger Sub the Company of the transactions contemplated hereby or therebyby this Agreement, except for (1) the filing of a pre-merger notification and report form by JPFI under the HSR Act; (2i) the filing with the SEC Securities and Exchange Commission (the “SEC”) of (Ax) the Joint Proxy Statement relating to the JPFI Stockholders Meeting, (Bas defined in Section 5.1) the Form S-4 and (Cy) such reports under Section 13(athe Securities Exchange Act of 1934, as amended (the “Exchange Act”), 13(d), 15(d) or 16(a) of the Exchange Act as may be required in con- nection connection with this Agreement and the Option Agreements and the transactions contemplated hereby and thereby; by this Agreement, (3ii) the filing of the Certificate articles of Merger merger with the Secretary Utah Division of State of Dela- ware Corporations and Commercial Code and appropriate documents with the relevant authorities of other states in which JPFI the Company is qualified to do business, (iii) the approval by (A) the Nevada State Gaming Control Board and the Nevada Gaming Commission under the Nevada Gaming Control Act and the rules and regulations promulgated thereunder and (B) other gaming regulatory bodies in jurisdictions where the Company is engaged in business and such filings with Governmental Entities to satisfy the applicable requirements of state securities or "blue sky" laws; (4iv) such filings with and approvals of the NYSE to permit the shares of JPFI Common Stock that are to be issued in the Merger and under the RSI Stock Plans to be listed on the NYSE; and (5) such con- sentsother 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 the Company, impair in any material adverse effect on JPFI or (y) reason- ably be expected to impair respect the ability of JPFI or Merger Sub the Company to perform its obligations under this Agreement or prevent or materially delay the consummation of any of the transactions contemplated by this Agreement. Neither the Company nor, to the Knowledge of the Company, any director or officer of the Company has received any written claim, demand, notice, complaint, court order or administrative order from any Governmental Entity in the past three years, asserting that a license of it or them, as applicable, under any Gaming Laws (as defined in Section 3.1(p)) is being or may be revoked or suspended other than such claims, demands, notices, complaints, court orders or administrative orders which would not have a Material Adverse Effect on the Company.

Authority; Noncontravention. Each of JPFI and Merger Sub Viasoft has all the requisite corporate power and authority to enter into this Agreement, and JPFI has all requisite corporate power and authority to enter into the Option Agreements and the Support Agreement and, subject to to, if required by law, adoption and approval of the JPFI Stockholder Approval Merger Agreement and approval of the Merger by an affirmative vote of the holders of a majority of the outstanding shares of Viasoft Common Stock (as defined in Section 3.2(l)the "Viasoft Shareholder Approval"), to consummate the transactions contemplated hereby and therebyby this Agreement. The execution and delivery of this Agreement by each of JPFI and Merger Sub, and the execu- tion and delivery of the Option Agreements and the Support Agreement by JPFI Viasoft and the consummation by JPFI and Merger Sub Viasoft of the transactions contemplated hereby and thereby by this Agreement have been duly authorized by all necessary corporate action on the part of JPFI and Merger SubViasoft, subjectsubject to Viasoft Shareholder Approval, in the case of the Merger and the issuance of JPFI Common Stock in connection with the Merger, to the JPFI Stockholder Approvalif such approval is required by law. This Agreement has been, and the Support Agreement and Option Agreements will be, been duly executed and delivered by JPFI (and, in the case of this Agreement, by Merger Sub) and, assuming the due authorization, execution Viasoft and delivery thereof by RSI, constitute (or will con- stitute, as the case may be) the legal, constitutes a valid and binding obli- gation obligation of JPFI (and, in the case of this Agreement, Merger Sub)Viasoft, enforceable against JPFI (and, in the case of this Agree- ment, Merger Sub) Viasoft in accordance with their termsits terms (except as enforcement hereof may be limited by (i) bankruptcy, insolvency, reorganization, moratorium and similar laws, both state and federal, affecting the enforcement of creditors' rights or remedies in general as from time to time in effect or (ii) the exercise by courts of equity powers). The execu- tion execution and delivery of this Agreement does do not, and the execution and delivery of the Option Agreements and the consummation of the transactions contemplated hereby and thereby by this Agreement and compliance with the provisions of this Agreement, the Support 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, time or both) under, or give rise to a right of termina- tiontermination, cancellation or acceleration of any obligation or the loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of JPFI Viasoft or any of its subsidiaries or (assuming the consummation of the transactions contemplated hereby without giving effect to Section 1.7) in any restriction on the conduct of JPFI's business or operations under, under (i) the JPFI Certificate certificate of incorporation or the by-laws bylaws of JPFI Viasoft or the comparable orga- nizational charter or organizational documents of any of its subsidiaries, (ii) except as set forth in Section 4.1(d) of the Viasoft Disclosure Letter (including change of control or acceleration rights under Viasoft Option Plans or other agreements disclosed therein), any loan or credit agreement, note, bond, mortgage, indenture, trust document, lease or other agreement, instrument, permit, conces- sionconcession, franchise, franchise or license or similar authorization applicable to JPFI Viasoft or any of its subsidiaries or their respective properties or assets or (iii) subject to the any governmental filings and other matters referred to in the following sentence, any judg- mentjudgment, order, decree, statute, law, ordinance, rule or regula- tion regulation applicable to JPFI Viasoft or any of its subsidiaries or their respective properties or assets, other than, in the case of clauses clause (ii) and or (iii), any such conflicts, violations, de- faultsdefaults, rights, losses, restrictions rights or Liens that individually or in the aggregate would not (x) have a material adverse ef- fect Material Adverse Effect on JPFI or Viasoft, (y) reasonably be expected to materially impair the abil- ity ability of JPFI or Merger Sub Viasoft to perform its obligations under this Agreement or (and, in z) prevent the case consummation of JPFI individually, under any of the Option Agreements and the Support transactions contemplated by this Agreement). No consent, ap- provalapproval, order or authorization of, action by, or in respect of, or registration, declaration or filing with, any federal, state or local government or any court, administrative or regulatory agency or commission or other governmental authority or agency, domestic or foreign (a "Governmental Entity Entity"), is required by or with respect to JPFI Viasoft or any of its subsidiaries in connection with the execution and delivery of this Agreement by JPFI and Merger Sub, or the execution and delivery by JPFI of the Option Agreements and the Support Agreement, Viasoft or the consummation by JPFI or Merger Sub Viasoft of the transactions contemplated hereby or therebyby this Agreement, except for (1) the filing of a pre-merger notification and report form by JPFI Viasoft under the HSR Act; Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976 (2xxx "XXX Xxx"), (0) the filing with the SEC and the National Association of Securities Dealers, Inc. of (A) the Joint Proxy Statement relating to the JPFI Stockholders MeetingSchedule 14D-9 and related Information Statement, (B) a proxy statement relating to Viasoft Shareholder Approval, if such approval is required by law (as amended or supplemented from time to time, the Form S-4 "Proxy Statement"), and (C) such reports under Section 13(a), 13(d), 15(d) or 16(a) of the Exchange Act as may be required in con- nection connection with this Agreement and the Option Agreements and the transactions contemplated hereby and thereby; by this Agreement, (3) the filing of the Certificate of Merger with the Delaware Secretary of State of Dela- ware and appropriate documents with the relevant authorities of other states in which JPFI Viasoft is qualified to do business and such filings with Governmental Entities to satisfy the applicable requirements of state securities or "blue sky" laws; business, (4) such filings with and approvals of the NYSE to permit the shares of JPFI Common Stock that are to be issued in the Merger and under the RSI Stock Plans to be listed on the NYSE; and (5) such con- sentsother consents, approvals, orders or authorizations the failure of which to be made or obtained orders, authorizations, registrations, declarations and filings as would not individually or in the aggregate would not (xA) have a Material Adverse Effect on Viasoft, (B) materially impair the ability of Viasoft to perform its obligations under this Agreement or (C) prevent or have a material adverse effect on JPFI or (y) reason- ably be expected to impair the ability of JPFI the parties to consummate any of the transactions contemplated by this Agreement and (5) any of the foregoing disclosed pursuant to the following sentence. Section 4.1(d) of the Viasoft Disclosure Letter lists all consents, waivers and approvals under any of Viasoft's or Merger Sub any of its subsidiaries' agreements, contracts, licenses or leases required to perform its obligations under this Agreementbe obtained in connection with the consummation of the transactions contemplated hereby, which if, individually or in the aggregate, were not obtained, would result in a Material Adverse Effect on Viasoft.

Authority; Noncontravention. Each of JPFI and Merger Sub i-Cube has all requisite corporate power and authority to enter into this Agreement, and JPFI has all requisite corporate power and authority to enter into the Option Agreements and the Support Agreement and, subject to the JPFI i-Cube Stockholder Approval (as defined in Section 3.2(l3.01(m)), to consummate the transactions contemplated hereby and therebyby this Agreement. The execution and delivery of this Agreement by each of JPFI and Merger Sub, and the execu- tion and delivery of the Option Agreements and the Support Agreement by JPFI i-Cube and the consummation by JPFI and Merger Sub i-Cube of the transactions contemplated hereby and thereby have by this Agreement has been duly authorized by all necessary corporate action on the part of JPFI and Merger Subi-Cube, subject, in the case of the Merger and the issuance of JPFI Common Stock in connection with the Merger, to the JPFI Stockholder i-Cube Stockholders Approval. This Agreement has been, and the Support Agreement and Option Agreements will be, been duly executed and delivered by JPFI (and, in the case of this Agreement, by Merger Sub) i-Cube and, assuming the due authorization, execution and delivery thereof by RSIeach of the other parties hereto, constitute (or will con- stitute, as the case may be) the constitutes legal, valid and binding obli- gation obligations of JPFI (andi-Cube, enforceable against i-Cube in accordance with its terms. Without limiting the other provisions of this Section 3.01(d) above, the Board of Directors of i-Cube, at a meeting duly called and held has, in light of and subject to the case of terms and conditions set forth herein, (a) determined that this Agreement, the i-Cube Voting Agreement, the Merger Sub), enforceable against JPFI (and, and the other transactions contemplated hereby and by the i-Cube Voting Agreement are fair and in the case best interests of the stockholders of i-Cube, and (b) resolved to recommend to the i-Cube Shareholders approval and adoption of this Agree- ment, Merger Sub) in accordance with their termsAgreement and the Merger. The execu- tion execution and delivery of this Agreement does not, and the execution and delivery of the Option Agreements and the consummation of the transactions contemplated hereby and thereby by this Agreement and compliance with the provisions of this Agreement, the Support 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 termina- tiontermination, 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 JPFI i-Cube or any of its subsidiaries or (assuming the consummation of the transactions contemplated hereby without giving effect to Section 1.7) in any restriction on the conduct of JPFI's business or operations under, (i) the JPFI Certificate certificate of incorporation or the by-laws of JPFI i-Cube or the comparable orga- nizational organizational documents of any of its subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, trust document, lease or other agreement, instrument, permit, conces- sionconcession, franchise, license or similar authorization applicable to JPFI i-Cube 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 judg- mentjudgment, order, decree, statute, law, ordinance, rule or regula- tion regulation applicable to JPFI i-Cube 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, de- faultsdefaults, rights, losses, restrictions losses or Liens that individually or in the aggregate would are not (x) reasonably likely to have a material adverse ef- fect effect on JPFI i-Cube or (y) reasonably be expected likely to impair the abil- ity ability of JPFI or Merger Sub i-Cube to perform its obligations under this Agreement (and, in the case of JPFI individually, under the Option Agreements and the Support Agreement). No consent, ap- provalapproval, 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 JPFI or any of its subsidiaries in connection with the execution and delivery of this Agreement by JPFI and Merger Sub, or the execution and delivery by JPFI of the Option Agreements and the Support Agreement, or the consummation by JPFI or Merger Sub of the transactions contemplated hereby or thereby, except for (1) the filing of a pre-merger notification and report form by JPFI under the HSR Act; (2) the filing with the SEC of (A) the Joint Proxy Statement relating to the JPFI Stockholders Meeting, (B) the Form S-4 and (C) such reports under Section 13(a), 13(d), 15(d) or 16(a) of the Exchange Act as may be required in con- nection with this Agreement and the Option Agreements and the transactions contemplated hereby and thereby; (3) the filing of the Certificate of Merger with the Secretary of State of Dela- ware and appropriate documents with the relevant authorities of other states in which JPFI is qualified to do business and such filings with Governmental Entities to satisfy the applicable requirements of state securities or "blue sky" laws; (4) such filings with and approvals of the NYSE to permit the shares of JPFI Common Stock that are to be issued in the Merger and under the RSI Stock Plans to be listed on the NYSE; and (5) such con- sents, 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 JPFI or (y) reason- ably be expected to impair the ability of JPFI or Merger Sub to perform its obligations under this Agreement.or

Authority; Noncontravention. Each of JPFI and Merger Sub Ascend has all requisite corporate power and authority to enter into this Agreement and, subject to the Ascend Stockholder Approval (as defined in Section 3.01(m)), to consummate the transactions contemplated by this Agreement, and JPFI . Ascend has all requisite corporate power and authority to enter into the Option Agreements Agreement and the Support Agreement and, subject to the JPFI Stockholder Approval (as defined in Section 3.2(l)), to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement by each of JPFI and Merger Sub, and the execu- tion and delivery of the Option Agreements and the Support Agreement by JPFI Ascend and the consummation by JPFI and Merger Sub Ascend of the transactions contemplated hereby by this Agreement and thereby the Option Agreement have been duly authorized by all necessary corporate action on the part of JPFI and Merger SubAscend, subject, in the case of the Merger and the issuance of JPFI Common Stock in connection with the Merger, to the JPFI Ascend Stockholder Approval. This Agreement has been, and the Support Option Agreement and Option Agreements will be, have been duly executed and delivered by JPFI (and, in the case of this Agreement, by Merger Sub) Ascend and, assuming the due authorization, execution and delivery thereof by RSIeach of the other parties thereto, constitute (or will con- stitute, as the case may be) the legal, valid and binding obli- gation obligations of JPFI (and, in the case of this Agreement, Merger Sub)Ascend, enforceable against JPFI (and, in the case of this Agree- ment, Merger Sub) Ascend in accordance with their terms. The execu- tion execution and delivery of this Agreement does and the Option Agreement do not, and the execution and delivery of the Option Agreements and the consummation of the transactions contemplated hereby by this Agreement and thereby the Option Agreement and compliance with the provisions of this Agreement, the Support Agreement and the Option Agreements 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 termina- tiontermination, cancellation cancelation 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 JPFI Ascend or any of its subsidiaries or (assuming the consummation of the transactions contemplated hereby without giving effect to Section 1.7) in any restriction on the conduct of JPFI's business or operations under, (i) the JPFI Certificate certificate of incorporation or the by-laws of JPFI Ascend or the comparable orga- nizational organizational documents of any of its subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, trust document, lease or other agreement, instrument, permit, conces- sionconcession, franchise, license or similar authorization applicable to JPFI Ascend 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 judg- mentjudgment, order, decree, statute, law, ordinance, rule or regula- tion regulation applicable to JPFI Ascend 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, de- faultsdefaults, rights, losses, restrictions losses or Liens that individually or in the aggregate would are not (x) reasonably likely to have a material adverse ef- fect effect on JPFI Ascend or (y) reasonably be expected likely to impair the abil- ity ability of JPFI or Merger Sub Ascend to perform its obligations under this Agreement (and, in the case of JPFI individually, under or the Option Agreements and the Support Agreement). No consent, ap- provalapproval, 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 JPFI Ascend or any of its subsidiaries in connection with the execution and delivery of this Agreement by JPFI and Merger Sub, or the execution and delivery Option Agreement by JPFI of the Option Agreements and the Support Agreement, Ascend or the consummation by JPFI or Merger Sub Ascend of the transactions contemplated hereby by this Agreement or therebythe Option Agreement, except for (1) the filing of a pre-merger premerger notification and report form by JPFI Ascend 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 laws and regulations; (2) the filing with the SEC of (A) the Joint Proxy Statement a proxy statement relating to the JPFI Ascend Stockholders MeetingMeeting (as defined in Section 5.01(b)) (such proxy statement, as amended or supplemented from time to time, the "Ascend Proxy Statement"), and (B) the Form S-4 and (C) such reports under Section 13(a), 13(d), 15(d) or 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as may be required in con- nection connection with this Agreement, the Option Agreement and the transactions contemplated by this Agreement and the Option Agreements and the transactions contemplated hereby and therebyAgreement; (3) the filing of the Certificate of Merger with the Delaware Secretary of State of Dela- ware and appropriate documents with the relevant authorities of other states in which JPFI Ascend is qualified to do business and such filings with Governmental Entities to satisfy the applicable requirements of state securities or "blue sky" laws; (4) such filings with and approvals of the NYSE The Nasdaq National Market ("Nasdaq") to permit the shares of JPFI Ascend Common Stock that are to be issued in pursuant to the Merger and under the RSI Stock Plans Option Agreement to be listed on the NYSENasdaq; and (5) such con- sentsconsents, approvals, orders or authorizations the failure of which to be made or obtained individually or in the aggregate would is not (x) reasonably likely to have a material adverse effect on JPFI or (y) reason- ably be expected to impair the ability of JPFI or Merger Sub to perform its obligations under this AgreementAscend.

Authority; Noncontravention. Each of JPFI and Merger Sub WorldQuest has all the requisite corporate power and authority to enter into this Agreement, and JPFI has all requisite corporate power and authority to enter into the Option Agreements and the Support Agreement and, subject to the JPFI Stockholder Approval approval of this Agreement by the affirmative votes of the holders of a majority of the outstanding shares of WorldQuest Common Stock (as defined in Section 3.2(l))the “WorldQuest Shareholder Vote”) with respect to the Merger and the issuance of WorldQuest Common Stock, to consummate the transactions contemplated hereby and therebyby this Agreement. The execution and delivery of this Agreement by each of JPFI and Merger Sub, and the execu- tion and delivery of the Option Agreements and the Support Agreement by JPFI WorldQuest and the consummation by JPFI and Merger Sub WorldQuest of the transactions contemplated hereby and thereby by this Agreement have been duly authorized by all necessary corporate action on the part of JPFI and Merger SubWorldQuest, subject, in the case of the Merger if required under Delaware Law, and in the case of the issuance of JPFI WorldQuest Common Stock in connection with if required by the Mergerrules of The Nasdaq Stock Market (“Nasdaq”), to approval of this Agreement by the JPFI Stockholder ApprovalWorldQuest Shareholder Vote. This Agreement has been, and the Support Agreement and Option Agreements will be, been duly executed and delivered by JPFI (and, in the case of this Agreement, by Merger Sub) and, assuming the due authorization, execution WorldQuest and delivery thereof by RSI, constitute (or will con- stitute, as the case may be) the legal, constitutes a valid and binding obli- gation obligation of JPFI (and, in the case of this Agreement, Merger Sub)WorldQuest, enforceable against JPFI (and, in the case of this Agree- ment, Merger Sub) it in accordance with their its terms, except as enforceability may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditor’s rights generally and the application of general principals of equity (regardless of whether that enforceability is considered in a proceeding at law or in equity). The execu- tion execution and delivery of this Agreement does not, and the execution and delivery of the Option Agreements and the consummation of the transactions contemplated hereby and thereby by this Agreement and compliance with the provisions of this Agreement, the Support 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 termina- tiontermination, 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 JPFI WorldQuest or any of its subsidiaries or (assuming the consummation of the transactions contemplated hereby without giving effect to Section 1.7) in any restriction on the conduct of JPFI's business or operations under, (i) the JPFI Certificate certificate of incorporation or the by-laws of JPFI or the comparable orga- nizational documents of any of its subsidiariesWorldQuest, (ii) any loan or credit agreement, note, bond, mortgage, indenture, trust document, lease or other agreement, instrument, permit, conces- sionconcession, franchise, franchise or license or similar authorization applicable to JPFI WorldQuest 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 judg- mentjudgment, order, decree, statute, law, ordinance, rule or regula- tion regulation applicable to JPFI WorldQuest or any subsidiary of its subsidiaries WorldQuest or their respective properties or assets, other than, in the case of clauses clause (ii) and or (iii), any such conflicts, violations, de- faultsdefaults, rights, losses, restrictions losses or Liens that individually or in the aggregate would not (x) have a material adverse ef- fect on JPFI or (y) reasonably be expected to impair the abil- ity of JPFI or Merger Sub to perform its obligations under this Agreement (and, in the case of JPFI individually, under the Option Agreements and the Support Agreement)have a WorldQuest Material Adverse Effect. No consent, ap- proval, order or authorization of, action by, or in respect of, or registration, declaration or filing with, any Governmental Entity Consent is required by or with respect to JPFI or any of its subsidiaries WorldQuest in connection with the execution and delivery by WorldQuest of this Agreement by JPFI and Merger Sub, or the execution and delivery by JPFI of the Option Agreements and the Support Agreement, or the consummation by JPFI or Merger Sub WorldQuest of the transactions contemplated hereby or therebyby this Agreement, except for (1i) if required, the filing of a pre-merger premerger notification and report form by JPFI WorldQuest under the HSR Act; Act and any applicable filings under similar foreign antitrust or competition laws and regulations, (2ii) the filing with the SEC of (A) the Joint Proxy Statement a proxy statement in preliminary and definitive form relating to the JPFI WorldQuest Stockholders MeetingMeeting (as defined below) (as amended and supplemented from time to time, the “WorldQuest Proxy Statement”), and (B) the Form S-4 and (C) such reports under Section 13(a), 13(d), 15(d) or 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as may be required in con- nection connection with this Agreement and the Option Agreements and the transactions contemplated hereby and thereby; hereby, (3iii) such filings as may be required under state securities or “blue sky” laws, (iv) the filing of the Certificate of Merger with the Delaware Secretary of State of Dela- ware and appropriate documents with the relevant authorities of other states in which JPFI Ntera is qualified to do business and such filings with Governmental Entities to satisfy the applicable requirements of state securities or "blue sky" laws; business, (4v) such filings with and approvals of the NYSE Nasdaq to permit the shares of JPFI WorldQuest Common Stock that are to be issued in the Merger and under the RSI Stock Plans continue to be listed on Nasdaq after the NYSE; Effective Date, and (5vi) such con- sentsother consents, approvals, orders or authorizations orders, authorizations, registrations, declarations and filings the failure of which to be made or obtained individually or in the aggregate would not (x) have a material adverse effect on JPFI or (y) reason- ably reasonably be expected to impair the ability of JPFI or Merger Sub to perform its obligations under this Agreementhave a WorldQuest Material Adverse Effect.

Authority; Noncontravention. Each of JPFI and Merger Sub FNT has all requisite corporate power and authority to enter into this AgreementAgreement and, subject to the approval of its stockholders as set forth in Section 5.4 (the "FNT Stockholder Approval"), FNT and JPFI has each of the FNT Subsidiaries have all requisite corporate power and authority to enter into the Option Agreements and the Support Agreement and, subject to the JPFI Stockholder Approval (as defined in Section 3.2(l)), to consummate the transactions contemplated hereby and therebyby this Agreement. The execution and delivery of this Agreement by each of JPFI and Merger Sub, and the execu- tion and delivery of the Option Agreements and the Support Agreement by JPFI FNT and the consummation by JPFI and Merger Sub FNT of the transactions contemplated hereby and thereby by this Agreement have been duly authorized by all necessary corporate action on the part of JPFI and Merger SubFNT, subject, in the case of the Merger and the issuance of JPFI Common Stock in connection with the Merger, subject to the JPFI FNT Stockholder Approval. This Agreement has been, and the Support Agreement and Option Agreements will be, been duly executed and delivered by JPFI (and, in the case of this Agreement, by Merger Sub) and, assuming this Agreement constitutes the due authorization, execution and delivery thereof by RSI, constitute (or will con- stitute, as the case may be) the legal, valid and binding obli- gation agreement of JPFI (andFNF, in the case constitutes a valid and binding obligation of this Agreement, Merger Sub)FNT, enforceable against JPFI (and, in the case of this Agree- ment, Merger Sub) FNT in accordance with their its terms, subject to the effect of any applicable bankruptcy, insolvency (including all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting creditors' rights generally and subject to the effect of general principles of equity. The execu- tion Except as set forth in Section 3.2(c) of the Disclosure Schedule, the execution and delivery of this Agreement does do not, and the execution and delivery of the Option Agreements and the consummation of the transactions contemplated hereby and thereby by this Agreement and compliance with the provisions of this Agreement, the Support Agreement and the Option Agreements will not, (x) conflict with any of the provisions of the Organizational Documents of FNT or of any FNT Subsidiary, (y) subject to the matters referred to in the next sentence, conflict with, or result in any violation of, a breach of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termina- tiontermination, cancellation or acceleration of any obligation or loss of a material benefit under, require the consent of any Person under, or result in the creation of any Lien upon on any property or asset of the properties or assets of JPFI FNT or any of its subsidiaries or (assuming the consummation of the transactions contemplated hereby without giving effect to Section 1.7) in any restriction on the conduct of JPFI's business or operations FNT Subsidiary under, (i) the JPFI Certificate or the by-laws of JPFI or the comparable orga- nizational documents of any of its subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, trust document, lease indenture or other agreement, instrument, permit, conces- sion, franchise, license or similar authorization applicable other instrument or undertaking to JPFI which FNT or any of its subsidiaries the FNT Subsidiaries is a party or by which FNT or any of the FNT Subsidiaries or any of their respective properties assets is bound or assets affected, or (iiiz) subject to the governmental filings and other matters referred to in the following next sentence, contravene any judg- ment, order, decree, statute, law, ordinance, rule rule, regulation, order, judgment, injunction, decree, determination or regula- tion award applicable to JPFI FNT or any of its subsidiaries the FNT Subsidiaries or any of their respective properties or assets, other thanwhich, in the case of clauses (iiy) and (iii)z) above, any such conflicts, violations, de- faults, rights, losses, restrictions or Liens that individually or in the aggregate aggregate, would not (x) have a material adverse ef- fect on JPFI or (y) reasonably be expected to impair the abil- ity of JPFI or Merger Sub to perform its obligations under this Agreement (and, in the case of JPFI individually, under the Option Agreements and the Support Agreement)have an FNT Material Adverse Effect. No consent, ap- proval, order approval 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 JPFI FNT or any of its subsidiaries the FNT Subsidiaries in connection with the execution and delivery of this Agreement by JPFI and Merger Sub, or the execution and delivery by JPFI of the Option Agreements and the Support Agreement, FNT or the consummation by JPFI FNT or Merger Sub any FNT Subsidiary, as the case may be, of any of the transactions contemplated hereby or therebyby this Agreement, except for (1i) the filing of a pre-merger notification and report form by JPFI approvals, filings or notices required under the HSR Act; insurance laws of the jurisdictions set forth in Section 3.2(c) of the Disclosure Schedule, (2ii) the filing with the SEC of (A) the Joint Proxy Statement relating to the JPFI Stockholders Meeting, (B) the Form S-4 and (C) such reports and other filings under Section 13(a), 13(d), 15(d) or 16(a) of the Exchange Act as may be required in con- nection connection with this Agreement and the Option Agreements and the transactions contemplated hereby and thereby; by this Agreement, (3iii) the filing with the SEC of the Certificate of Merger with Form S-1, the Secretary of State of Dela- ware Form S-8 and appropriate documents with the relevant authorities of other states in which JPFI is qualified to do business and such filings with Governmental Entities to satisfy the applicable requirements of state securities or "blue sky" laws; Information Statement, (4iv) such filings with and approvals of the NYSE to permit the shares of JPFI Common Stock that are to be issued in the Merger and under the RSI Stock Plans to be listed on the NYSE; and (5) such con- sentsother consents, approvals, orders authorizations, filings or authorizations notices as are set forth in Section 3.2(c) of the Disclosure Schedule and (v) such other consents, approvals, authorizations, declarations, filings or notices the failure of which to be made obtain or obtained individually or make which, in the aggregate aggregate, would not (x) have a material adverse effect on JPFI or (y) reason- ably be expected to impair the ability of JPFI or Merger Sub to perform its obligations under this Agreementan FNT Material Adverse Effect.

Authority; Noncontravention. Each of JPFI Opus360 and Merger Sub has all requisite corporate power and authority to enter into this Agreement, Agreement and JPFI has all requisite corporate power and authority to enter into the Option Agreements and the Support Agreement and, subject to the JPFI Stockholder Approval (as defined in Section 3.2(l)), to consummate the transactions contemplated hereby and therebyby this Agreement. The execution and delivery of this Agreement by each of JPFI Opus360 and Merger Sub, and the execu- tion and delivery of the Option Agreements and the Support Agreement by JPFI Sub and the consummation by JPFI Opus360 and Merger Sub of the transactions contemplated hereby and thereby by this Agreement have been duly authorized by all necessary corporate action on the part of JPFI Opus360 and Merger Sub, subject, in the case of the Merger and the issuance of JPFI Common Stock in connection with the Merger, to the JPFI Stockholder Approvalas applicable. This Agreement has been, and the Support Agreement and Option Agreements will be, been duly executed and delivered by JPFI (and, in the case of this Agreement, by Merger Sub) Opus360 and Sub and, assuming the due authorization, execution and delivery thereof by RSIPeopleMover, constitute (or will con- stitute, as the case may be) Peo- pleMover Stockholders and the Stockholder Representative constitutes a legal, valid and binding obli- gation obligation of JPFI (and, in the case of this Agreement, Merger Opus360 and Sub), enforceable against JPFI (and, in the case each of this Agree- ment, Merger Sub) them in accordance with their its terms, except as such enforcement may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting creditor's rights Generally and (ii) except as set forth on Section 3.2(c)(ii) of the Opus360 Disclosure Schedule, availability of equitable remedies. The execu- tion execution and delivery of this Agreement does not, and the execution and delivery of the Option Agreements and the consummation of the transactions contemplated hereby and thereby by this Agreement and compliance with the provisions of this Agreement, the Support 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 termina- tiontermination, 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 JPFI Opus360 or Sub or any of its Opus360's other subsidiaries or (assuming the consummation of the transactions contemplated hereby without giving effect to Section 1.7) in any restriction on the conduct of JPFI's business or operations under, (i) the JPFI Certificate certificate of incorporation or the by-laws of JPFI Opus360 or Sub or the comparable orga- nizational organizational documents of any of its Opus360's other subsidiaries, (ii) any of the terms, conditions or provisions of any loan or credit agreement, note, bond, mortgage, indenture, trust document, lease or other agreement, instrument, permit, conces- sionconcession, franchise, license or similar authorization applicable to JPFI Opus360 or Sub or any of its Opus360's other subsidiaries or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in the following sentence, proceeding clause any judg- mentjudgment, order, decree, statute, law, ordinance, rule or regula- tion regulation applicable to JPFI Opus360 or Sub or any of its Opus360's other subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations, de- faults, rights, losses, restrictions or Liens that individually or in the aggregate would not (x) have a material adverse ef- fect on JPFI or (y) reasonably be expected to impair the abil- ity of JPFI or Merger Sub to perform its obligations under this Agreement (and, in the case of JPFI individually, under the Option Agreements and the Support Agreement). No consent, ap- provalapproval, 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 JPFI Opus360 or Sub or any of its Opus360's other subsidiaries in connection with the execution and delivery of this Agreement by JPFI Opus360 and Merger Sub, or the execution and delivery by JPFI of the Option Agreements and the Support Agreement, Sub or the consummation by JPFI or Merger Opus360 and Sub of the transactions contemplated hereby or therebyby this Agreement, except for (1) the filing of a pre-merger notification and report form by JPFI under the HSR Act; (2) the filing with the SEC of (A) the Joint Proxy Statement relating to the JPFI Stockholders Meeting, (B) the Form S-4 and (C) such reports under Section 13(a), 13(d), 15(d) or 16(a) of the Exchange Act as may be required in con- nection with this Agreement and the Option Agreements and the transactions contemplated hereby and thereby; (3i) the filing of the Certificate of Merger with the Secretary of State of Dela- ware the State of Delaware and appropriate documents with the relevant authorities of other states States in which JPFI Opus360 is qualified to do business and such filings with Governmental Entities to satisfy the applicable requirements of state securities the California Code or "blue sky" laws; , if any and (4ii) such filings with and approvals of the NYSE to permit the shares of JPFI Common Stock that are to be issued in the Merger and under the RSI Stock Plans to be listed on the NYSE; and (5) such con- sentsconsents, approvals, orders or authorizations the failure of which to be made or obtained individually or in the aggregate would is not (x) reasonably likely to have a material adverse effect on JPFI or (y) reason- ably be expected to impair the ability of JPFI or Merger Sub to perform its obligations under this AgreementOpus360.

Authority; Noncontravention. Each of JPFI and Merger Sub RSI has all requisite corporate power and authority to enter into this Agreement, and JPFI has all requisite corporate power and authority to enter into each of the Option Agreements and the Support Agreement and, subject subject, in the case of the Merger, to the JPFI RSI Stockholder Approval (as defined in Section 3.2(l3.1(l)), to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement by and each of JPFI and Merger Sub, and the execu- tion and delivery of the Option Agreements and the Support Agreement by JPFI RSI and the consummation by JPFI and Merger Sub RSI of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of JPFI and Merger SubRSI, subject, in the case of the Merger and the issuance of JPFI Common Stock in connection with the Merger, to the JPFI RSI Stockholder Approval. This Agreement has been, and the Support Agreement and Option Agreements will be, duly executed and delivered by JPFI (and, in the case of this Agreement, by Merger Sub) RSI and, assuming the due authorization, execution and delivery thereof by RSIJPFI, constitute constitutes (or will con- stituteconstitute, as the case may be) the legal, valid and binding obli- gation obligation of JPFI (and, in the case of this Agreement, Merger Sub)RSI, enforceable against JPFI (and, in the case of this Agree- ment, Merger Sub) RSI in accordance with their terms. The execu- tion execution and delivery of this Agreement does not, and the execution and delivery of the Option Agreements and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions of this Agreement, the Support 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 termina- tiontermination, 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 JPFI RSI or any of its subsidiaries or (assuming the consummation of the transactions contemplated hereby without giving effect to Section 1.7) in any restriction on the conduct of JPFI's business or operations under, (i) the JPFI RSI Certificate or the by-laws of JPFI RSI or the comparable orga- nizational organizational documents of any of its subsidiaries, (ii) except as contemplated by Section 5.17, any loan or credit agreement, note, bond, mortgage, indenture, trust document, lease or other agreement, instrument, permit, conces- sionconcession, franchise, license or similar authorization applicable to JPFI RSI 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 judg- ment, order, decree, statute, law, ordinance, rule or regula- tion applicable to JPFI 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, de- faults, rights, losses, restrictions or Liens that individually or in the aggregate would not (x) have a material adverse ef- fect on JPFI or (y) reasonably be expected to impair the abil- ity of JPFI or Merger Sub to perform its obligations under this Agreement (and, in the case of JPFI individually, under the Option Agreements and the Support Agreement). No consent, ap- proval, 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 JPFI or any of its subsidiaries in connection with the execution and delivery of this Agreement by JPFI and Merger Sub, or the execution and delivery by JPFI of the Option Agreements and the Support Agreement, or the consummation by JPFI or Merger Sub of the transactions contemplated hereby or thereby, except for (1) the filing of a pre-merger notification and report form by JPFI under the HSR Act; (2) the filing with the SEC of (A) the Joint Proxy Statement relating to the JPFI Stockholders Meeting, (B) the Form S-4 and (C) such reports under Section 13(a), 13(d), 15(d) or 16(a) of the Exchange Act as may be required in con- nection with this Agreement and the Option Agreements and the transactions contemplated hereby and thereby; (3) the filing of the Certificate of Merger with the Secretary of State of Dela- ware and appropriate documents with the relevant authorities of other states in which JPFI is qualified to do business and such filings with Governmental Entities to satisfy the applicable requirements of state securities or "blue sky" laws; (4) such filings with and approvals of the NYSE to permit the shares of JPFI Common Stock that are to be issued in the Merger and under the RSI Stock Plans to be listed on the NYSE; and (5) such con- sents, 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 JPFI or (y) reason- ably be expected to impair the ability of JPFI or Merger Sub to perform its obligations under this Agreement.the

Authority; Noncontravention. Each of JPFI and Merger Sub RSI has all requisite corporate --------------------------- power and authority to enter into this Agreement, and JPFI has all requisite corporate power and authority to enter into each of the Option Agreements and the Support Agreement and, subject subject, in the case of the Merger, to the JPFI RSI Stockholder Approval (as defined in Section 3.2(l3.1(l)), to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement by and each of JPFI and Merger Sub, and the execu- tion and delivery of the Option Agreements and the Support Agreement by JPFI RSI and the consummation by JPFI and Merger Sub RSI of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of JPFI and Merger SubRSI, subject, in the case of the Merger and the issuance of JPFI Common Stock in connection with the Merger, to the JPFI RSI Stockholder Approval. This Agreement has been, and the Support Agreement and Option Agreements will be, duly executed and delivered by JPFI (and, in the case of this Agreement, by Merger Sub) RSI and, assuming the due authorization, execution and delivery thereof by RSIJPFI, constitute constitutes (or will con- stituteconstitute, as the case may be) the legal, valid and binding obli- gation obligation of JPFI (and, in the case of this Agreement, Merger Sub)RSI, enforceable against JPFI (and, in the case of this Agree- ment, Merger Sub) RSI in accordance with their terms. The execu- tion execution and delivery of this Agreement does not, and the execution and delivery of the Option Agreements and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions of this Agreement, the Support 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 termina- tiontermination, 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 JPFI RSI or any of its subsidiaries or (assuming the consummation of the transactions contemplated hereby without giving effect to Section 1.7) in any restriction on the conduct of JPFI's business or operations under, (i) the JPFI RSI Certificate or the by-laws of JPFI RSI or the comparable orga- nizational organizational documents of any of its subsidiaries, (ii) except as contemplated by Section 5.17, any loan or credit agreement, note, bond, mortgage, indenture, trust document, lease or other agreement, instrument, permit, conces- sionconcession, franchise, license or similar authorization applicable to JPFI RSI 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 judg- ment, order, decree, statute, law, ordinance, rule or regula- tion applicable to JPFI 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, de- faults, rights, losses, restrictions or Liens that individually or in the aggregate would not (x) have a material adverse ef- fect on JPFI or (y) reasonably be expected to impair the abil- ity of JPFI or Merger Sub to perform its obligations under this Agreement (and, in the case of JPFI individually, under the Option Agreements and the Support Agreement). No consent, ap- proval, 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 JPFI or any of its subsidiaries in connection with the execution and delivery of this Agreement by JPFI and Merger Sub, or the execution and delivery by JPFI of the Option Agreements and the Support Agreement, or the consummation by JPFI or Merger Sub of the transactions contemplated hereby or thereby, except for (1) the filing of a pre-merger notification and report form by JPFI under the HSR Act; (2) the filing with the SEC of (A) the Joint Proxy Statement relating to the JPFI Stockholders Meeting, (B) the Form S-4 and (C) such reports under Section 13(a), 13(d), 15(d) or 16(a) of the Exchange Act as may be required in con- nection with this Agreement and the Option Agreements and the transactions contemplated hereby and thereby; (3) the filing of the Certificate of Merger with the Secretary of State of Dela- ware and appropriate documents with the relevant authorities of other states in which JPFI is qualified to do business and such filings with Governmental Entities to satisfy the applicable requirements of state securities or "blue sky" laws; (4) such filings with and approvals of the NYSE to permit the shares of JPFI Common Stock that are to be issued in the Merger and under the RSI Stock Plans to be listed on the NYSE; and (5) such con- sents, 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 JPFI or (y) reason- ably be expected to impair the ability of JPFI or Merger Sub to perform its obligations under this Agreement.the

Authority; Noncontravention. Each of JPFI and Merger Sub the Companies has all the requisite corporate power and authority to enter into this Agreement, Agreement and JPFI has all requisite corporate power and authority to enter into the Option Agreements and the Support Agreement and, subject to the JPFI Stockholder Approval (as defined in Section 3.2(l)), to consummate the transactions contemplated hereby and therebyby this Agreement to be consummated by it. The execution and delivery of this Agreement by each of JPFI and Merger Sub, and the execu- tion and delivery of the Option Agreements and the Support Agreement by JPFI Companies and the consummation by JPFI and Merger Sub each of the Companies of the transactions contemplated hereby and thereby by this Agreement to be consummated by it have been duly authorized by all necessary corporate action on the part of JPFI and Merger Sub, subject, in the case each of the Merger and the issuance of JPFI Common Stock in connection with the Merger, to the JPFI Stockholder ApprovalCompanies. This Agreement has been, and the Support Agreement and Option Agreements will be, been duly executed and delivered by JPFI (and, in each of the case of this Agreement, by Merger Sub) and, assuming Companies and the due authorization, execution Shareholders and delivery thereof by RSI, constitute (or will con- stitute, as the case may be) the legal, constitutes a valid and binding obli- gation obligation of JPFI (and, in each of the case Companies and each of this Agreement, Merger Sub)the Shareholders, enforceable against JPFI (and, in each of the case Companies and each of this Agree- ment, Merger Sub) the Shareholders in accordance with their its terms. The execu- tion Except as set forth on Schedule 3.1(d), the execution and delivery of this Agreement does not, and the execution and delivery of the Option Agreements and the consummation of the transactions contemplated hereby and thereby by this Agreement and compliance with the provisions of this Agreement, the Support Agreement and the Option Agreements 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 termina- tiontermination, 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 JPFI or any of its subsidiaries or the Companies and the Subsidiaries (assuming collectively, the consummation of the transactions contemplated hereby without giving effect to Section 1.7"Lxxxxxx Entities") in any restriction on the conduct of JPFI's business or operations under, any provision of (i) the JPFI Certificate Articles of Incorporation or the byBy-laws (or comparable organizational documents) of JPFI or the comparable orga- nizational documents of any of its subsidiaries, Lxxxxxx Entities; (ii) any loan or credit agreement, note, bond, mortgage, indenture, trust document, lease or other agreement, instrument, permit, conces- sionconcession, franchise, franchise or license or similar authorization applicable to JPFI or any of its subsidiaries each Lxxxxxx Entity or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judg- ment, order, decree, (A) statute, law, ordinance, rule or regula- tion regulation or (B) judgment, order or decree applicable to JPFI or any of its subsidiaries Lxxxxxx Entity or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations, de- faults, rights, losses, restrictions or Liens that individually or in the aggregate would not (x) have a material adverse ef- fect on JPFI or (y) reasonably be expected to impair the abil- ity of JPFI or Merger Sub to perform its obligations under this Agreement (and, in the case of JPFI individually, under the Option Agreements and the Support Agreement). No consent, ap- proval, 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 Entity"), is required by or with respect to JPFI or any of its subsidiaries Lxxxxxx Entity in connection with the execution and delivery of this Agreement by JPFI and Merger Sub, or the execution and delivery by JPFI of the Option Agreements and the Support Agreement, Companies or the consummation by JPFI or Merger Sub the Companies of the transactions contemplated hereby or therebyby this Agreement to be consummated by it, except for (1i) the filing of a pre-merger premerger notification and report form by JPFI the Companies under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act; (2) the filing with the SEC of (A) the Joint Proxy Statement relating to the JPFI Stockholders Meeting, (B) the Form S-4 and (C) such reports under Section 13(a"), 13(d), 15(d) or 16(a) of the Exchange Act and such foreign antitrust filings as may be required in con- nection with this Agreement and applicable, (ii) to effectuate the Option Agreements and the transactions contemplated hereby and thereby; (3) Mergers, the filing of the Certificate Articles of Merger with the Secretary Florida Department of State, the Virginia Department of State of Dela- ware and appropriate documents with the relevant authorities of other states in which JPFI is the Companies are qualified to do business and such filings with Governmental Entities to satisfy the applicable requirements of state securities or "blue sky" laws; (4) such filings with and approvals of the NYSE to permit the shares of JPFI Common Stock that are to be issued in the Merger and under the RSI Stock Plans to be listed on the NYSE; business, and (5iii) such con- sents, 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 consents set forth on JPFI or (y) reason- ably be expected to impair the ability of JPFI or Merger Sub to perform its obligations under this AgreementSchedule 3.1(d).

Authority; Noncontravention. Each of JPFI and Merger Sub THL I has all requisite corporate power and authority to enter into this Agreement, Agreement and JPFI has all requisite corporate power and authority to enter into the Option Agreements and the Support Agreement and, subject to the JPFI Stockholder Approval (as defined in Section 3.2(l)), to consummate the transactions contemplated hereby and therebyby this Agreement. The execution and delivery of this Agreement by each of JPFI and Merger Sub, and the execu- tion and delivery of the Option Agreements and the Support Agreement by JPFI THL I and the consummation by JPFI and Merger Sub THL I of the transactions contemplated hereby and thereby by this Agreement have been duly authorized by all necessary corporate action on the part of JPFI and Merger Sub, subject, in the case of the Merger and the issuance of JPFI Common Stock in connection with the Merger, to the JPFI Stockholder Approval. THL I. This Agreement has been, and the Support Agreement and Option Agreements will be, been duly executed and delivered by JPFI (and, in the case of this Agreement, by Merger Sub) and, assuming the due authorization, execution and delivery thereof by RSI, constitute (or will con- stitute, as the case may be) the legal, constitutes a valid and binding obli- gation obligation of JPFI (and, in the case of this Agreement, Merger Sub)THL I, enforceable against JPFI (and, in the case of this Agree- ment, Merger Sub) THL I in accordance with their its terms. The execu- tion execution and delivery of this Agreement does do not, and the execution and delivery of the Option Agreements and the consummation of the transactions contemplated hereby and thereby by this Agreement and compliance with the provisions of this Agreement, the Support Agreement and the Option Agreements will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, under or give rise to a right of termina- tiontermination, cancellation or acceleration of or "put" right with respect to any obligation obligations or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of JPFI or any of its subsidiaries or (assuming the consummation of the transactions contemplated hereby without giving effect to Section 1.7) in any restriction on the conduct of JPFI's business or operations THL I under, (i) the JPFI Certificate certificate of incorporation or the by-laws of JPFI or the comparable orga- nizational documents of any of its subsidiariesTHL I, (ii) any loan or credit agreement, note, bond, mortgage, indenture, trust document, lease or other agreement, instrument, permit, conces- sionconcession, franchise, franchise or license or similar authorization applicable to JPFI THL I 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 judg- mentjudgment, order, decree, statute, law, ordinance, rule rule, regulation or regula- tion arbitration award applicable to JPFI THL I 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, de- faultsdefaults, rights, losses, restrictions losses or Liens that individually or in the aggregate would could not (x) have a material adverse ef- fect on JPFI effect with respect to THL I or (y) reasonably be expected could not prevent, hinder or materially delay the ability of THL I to impair consummate the abil- ity of JPFI or Merger Sub to perform its obligations under transactions contemplated by this Agreement (and, in the case of JPFI individually, under the Option Agreements and the Support Agreement). No consent, ap- provalapproval, 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 JPFI or any of its subsidiaries THL I in connection with the execution and delivery of this Agreement by JPFI and Merger Sub, or the execution and delivery by JPFI of the Option Agreements and the Support Agreement, THL I or the consummation by JPFI or Merger Sub THL I of any of the transactions contemplated hereby or therebyby this Agreement, except for (1i) the filing of a pre-merger premerger notification and report form by JPFI under the HSR Act; , (2ii) the filing with the SEC of (Ay) the Joint Proxy Statement relating to the JPFI Stockholders Meeting, (B) and the Form S-4 and (Cz) such reports under Section 13(a), 13(d), 15(d) or 16(a) of the Exchange Act as may be required in con- nection connection with this Agreement and the Option Agreements and the transactions contemplated hereby and thereby; hereby, (3iii) the filing of the Certificate of Merger with the Secretary of State of Dela- ware the State of Delaware and appropriate documents with the relevant authorities of other states in which JPFI the Company is qualified to do business and (iv) such other consents, approvals, orders, authorizations, registrations, declarations, filings with Governmental Entities to satisfy or notices as may be required under the applicable requirements of state securities "takeover" or "blue sky" laws; (4) such filings with and approvals laws of the NYSE to permit the shares of JPFI Common Stock that are to be issued in the Merger and under the RSI Stock Plans to be listed on the NYSE; and (5) such con- sents, 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 JPFI or (y) reason- ably be expected to impair the ability of JPFI or Merger Sub to perform its obligations under this Agreement.various states. 4.5

Authority; Noncontravention. Each of JPFI and Merger Sub It has all requisite corporate limited partnership power and authority to enter into this Agreement, and JPFI has all requisite corporate power and authority to enter into the Option Agreements and the Support Agreement and, subject to the JPFI Stockholder Approval (as defined in Section 3.2(l))approval of a Unit Majority, to consummate the transactions contemplated hereby and therebyby this Agreement. The execution and delivery of this Agreement by each of JPFI and Merger Sub, and the execu- tion and delivery of the Option Agreements and the Support Agreement by JPFI it and the consummation by JPFI and Merger Sub it of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate partnership action on the part of JPFI and Merger Subits part, subject, in the case of the Merger and the issuance of JPFI Common Stock in connection with the Merger, subject to the JPFI Stockholder Approvalapproval of a Unit Majority. This Agreement has been, and the Support Agreement and Option Agreements will be, been duly executed and delivered by JPFI (and, in the case of this Agreement, by Merger Sub) it and, assuming this Agreement constitutes the due authorizationvalid and binding agreement of each of the other parties hereto, constitutes a valid and binding obligation of it, enforceable against it in accordance with its terms, except to the extent enforceability may be limited by bankruptcy, insolvency, moratorium or other similar laws relating to or affecting creditors' rights and remedies generally. The execution and delivery thereof by RSI, constitute (or will con- stitute, as the case may be) the legal, valid and binding obli- gation of JPFI (and, in the case of this Agreement, Merger Sub), enforceable against JPFI (and, in the case of this Agree- ment, Merger Sub) in accordance with their terms. The execu- tion and delivery it of this Agreement does do not, and the execution and delivery of the Option Agreements and the consummation by it of the transactions contemplated hereby and thereby by this Agreement and compliance by it with the provisions hereof as of this Agreement, the Support Agreement and the Option Agreements Closing 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 termina- tion, 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 JPFI or any of its subsidiaries or (assuming the consummation of the transactions contemplated hereby without giving effect to Section 1.7) in any restriction on the conduct of JPFI's business or operations under, (i) subject to the JPFI Certificate approval of a Unit Majority, conflict with any of the provisions of the Partnership Agreements or the by-laws Certificate of JPFI Limited Partnership of the MLP or the comparable orga- nizational documents Certificate of any Limited Partnership of its subsidiariesthe Operating Partnership, (ii) subject to the approval of the Note Majority and the governmental filings and other matters referred to in the following sentence, conflict with or require the consent of any loan or credit agreement, note, bond, mortgage, indenture, trust document, lease Person under any indenture or other agreement, instrument, permit, conces- sionconcession, franchise, license or similar authorization applicable instrument or undertaking to JPFI which it or any of its subsidiaries Subsidiaries is a party or by which it or any of its Subsidiaries or any of their respective properties or assets is bound, except as set forth in Schedule 4.01(b) attached hereto, or (iii) subject to the governmental filings and other matters referred to in the following sentence, contravene any judg- mentlaw, rule or regulation of any state or of the United States or any political subdivision or agency thereof or therein (collectively, "Laws"), or any order, writ, judgment, injunction, decree, statutedetermination or award (collectively, law, ordinance, rule or regula- tion applicable to JPFI "Orders") currently in effect and binding on it or any of its subsidiaries Subsidiaries, the conflict, breach, default or their respective properties or assets, other thancontravention of which, in the case of clauses (ii) and (iii)) above, any such conflicts, violations, de- faults, rights, losses, restrictions or Liens that individually or in the aggregate aggregate, would not (x) have have, or is reasonably likely to have, a material adverse ef- fect Material Adverse Effect on JPFI or (y) reasonably be expected to impair the abil- ity of JPFI or Merger Sub to perform its obligations under this Agreement (and, in the case of JPFI individually, under the Option Agreements and the Support Agreement)MLP. No consent, ap- proval, order approval or authorization of, action by, or in respect of, or registration, declaration or filing with, or notice to, any governmental agency, regulatory authority or court (a "Governmental Entity Entity") that has not been received or made as of the date hereof is required by or with respect to JPFI it or any of its subsidiaries Subsidiaries in connection with the execution and delivery by it of this Agreement by JPFI and Merger Sub, or the execution and delivery by JPFI of the Option Agreements and the Support Agreement, or the consummation by JPFI or Merger Sub it of the transactions contemplated hereby or therebyhereby, except for (1) the filing of a pre-merger notification and report form by JPFI under the HSR Act; (2A) the filing with the SEC Securities and Exchange Commission (the "SEC") of such reports and statements under the Securities Exchange Act of 1934, as amended (A) the Joint Proxy Statement relating to "Exchange Act"), as may be required in connection with this Agreement and the JPFI Stockholders Meetingtransactions contemplated by this Agreement, (B) the Form S-4 and (C) such reports under Section 13(a), 13(d), 15(d) or 16(a) filings of any amendments to the Certificate of Limited Partnership of the Exchange MLP and the Certificate of Limited Partnership of the Operating Partnership under the Delaware LP Act as may be required in con- nection connection with this Agreement and the Option Agreements and the transactions contemplated hereby and thereby; by this Agreement, (3) the filing of the Certificate of Merger with the Secretary of State of Dela- ware and appropriate documents with the relevant authorities of other states in which JPFI is qualified to do business and such filings with Governmental Entities to satisfy the applicable requirements of state securities or "blue sky" laws; (4C) such filings with and approvals of the NYSE to permit the shares of JPFI Common Stock that are to be issued in the Merger and under the RSI Stock Plans to be listed on the NYSE; and (5) such con- sentsother consents, approvals, orders authorizations, filings or authorizations notices as are set forth in Schedule 4.01(b) attached hereto and (D) any filings, authorizations, consents or approvals the failure of which to be made make or obtained obtain which, individually or in the aggregate aggregate, would not (x) have a material adverse effect Material Adverse Effect on JPFI or (y) reason- ably be expected to impair the ability of JPFI or Merger Sub to perform its obligations under this AgreementMLP.

Authority; Noncontravention. Each of JPFI and Merger Sub CCS has all requisite corporate power and authority to enter into this Agreement, Agreement and JPFI has all requisite corporate power and authority to enter into the Option Agreements and the Support Agreement and, subject to the JPFI Stockholder Approval (as defined in Section 3.2(l)), to consummate the transactions contemplated hereby and therebyby this Agreement. The execution and delivery of this Agreement by each of JPFI and Merger Sub, and the execu- tion and delivery of the Option Agreements and the Support Agreement by JPFI CCS and the consummation by JPFI and Merger Sub CCS of the transactions contemplated hereby and thereby by this Agreement have been duly authorized by all necessary corporate action on the part of JPFI and Merger SubCCS, subject, in the case of the Merger and the issuance of JPFI Common Stock in connection with the Merger, to the JPFI CCS Stockholder Approval. This Agreement has been, and the Support Agreement and Option Agreements will be, been duly executed and delivered by JPFI (and, in the case of this Agreement, by Merger Sub) CCS and, assuming the due authorization, execution and delivery thereof by RSI, constitute (or will con- stitute, as the case may be) HipStyle and MergerSub constitutes the legal, valid and binding obli- gation obligation of JPFI (and, in the case of this Agreement, Merger Sub)CCS, enforceable against JPFI (and, in the case of this Agree- ment, Merger Sub) CCS in accordance with their its terms. The execu- tion execution and delivery of this Agreement does do not, and the execution and delivery of the Option Agreements and the consummation of the transactions contemplated hereby and thereby by this Agreement and compliance with the provisions of this Agreement, the Support 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 termina- tiontermination, 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 JPFI CCS or any of its subsidiaries or (assuming the consummation of the transactions contemplated hereby without giving effect to Section 1.7) in any restriction on the conduct of JPFI's business or operations under, (i) the JPFI Certificate certificate of incorporation or the byBy-laws Laws of JPFI CCS or the comparable orga- nizational organizational documents of any of its subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, trust document, lease or other agreement, instrument, permit, conces- sion, franchiseconcession, license or similar authorization applicable to JPFI CCS 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 judg- mentjudgment, order, decree, statute, law, ordinance, rule or regula- tion regulation applicable to JPFI CCS 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, de- faultsdefaults, rights, losses, restrictions losses or Liens that individually or in the aggregate would not (x) have a material adverse ef- fect effect on JPFI CCS or (y) reasonably be expected to impair the abil- ity ability of JPFI or Merger Sub CCS to perform its obligations under this Agreement (and, in the case of JPFI individually, under the Option Agreements and the Support Agreement). No consent, ap- provalapproval, 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 JPFI CCS or any of its subsidiaries in connection with the execution and delivery of this Agreement by JPFI and Merger Sub, or the execution and delivery by JPFI of the Option Agreements and the Support Agreement, CCS or the consummation by JPFI or Merger Sub CCS of the transactions contemplated hereby or therebyby this Agreement, except for (1) the filing of a pre-merger notification and report form by JPFI under the HSR Act; (2) the filing with the SEC of (A) the Joint Proxy Statement relating to the JPFI Stockholders Meeting, (B) the Form S-4 and (C) such reports under Section 13(a), 13(d), 15(d) or 16(a) of the Exchange Act as may be required in con- nection with this Agreement and the Option Agreements and the transactions contemplated hereby and thereby; (3) the filing of the Certificate of Merger with the Secretary of State of Dela- ware Delaware and appropriate documents with the relevant authorities of other states in which JPFI CCS is qualified to do business and such filings with Governmental Entities to satisfy the applicable requirements of state securities or "blue sky" laws; and (42) such filings with and approvals of the NYSE to permit the shares of JPFI Common Stock that are to be issued in the Merger and under the RSI Stock Plans to be listed on the NYSE; and (5) such con- sentsconsents, 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 JPFI CCS or (y) reason- ably reasonably be expected to impair the ability of JPFI or Merger Sub CCS to perform its obligations under this Agreement. Except as set forth in Section 3.1(d) of the CCS Disclosure Schedule, to the knowledge of CCS neither CCS, nor any of its Subsidiaries, are in material violation of, or in material default under, (i) any term or provision of its Certificate of Incorporation or By-Laws; or (ii) any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over it or any of its properties or business. CCS owns, possesses or has obtained all material governmental and other licenses, permits, certifications, registration, approvals or consents and other authorizations necessary to own or lease, as the case may be, and to operate its properties and to conduct its business or operations as presently conducted and all such governmental and other licenses, permits, certifications, registrations, approvals, consents and other authorizations are 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. Each of JPFI and Merger Sub Cafesa has all requisite corporate power and authority to enter into this Agreement, Agreement and JPFI has all requisite corporate power and authority to enter into the Option Agreements and the Support Agreement and, subject to the JPFI Stockholder Approval (as defined in Section 3.2(l)), to consummate the transactions contemplated hereby and therebyby this Agreement. The execution and delivery of this Agreement by each of JPFI and Merger Sub, Cafesa and the execu- tion and delivery of the Option Agreements and the Support Agreement by JPFI Selling Shareholders and the consummation by JPFI Cafesa and Merger Sub the Selling Shareholders of the transactions contemplated hereby and thereby by this Agreement have been duly authorized by all necessary corporate action on the part of JPFI and Merger SubCafesa, subject, in the case of the Merger and the issuance of JPFI Common Stock in connection with the MergerAcquisition, to the JPFI Cafesa Stockholder ApprovalApproval (approval of the common shareholders of Cafesa as required by Cafesa’s Articles of Incorporation and by applicable Florida law). This Agreement has been, and the Support Agreement and Option Agreements will be, been duly executed and delivered by JPFI (and, in Cafesa and the case of this Agreement, by Merger Sub) Selling Shareholders and, assuming the due authorization, execution and delivery thereof by RSI, constitute (or will con- stitute, as JKDG constitutes the case may be) the only legal, valid and binding obli- gation obligation of JPFI (and, in the case of this Agreement, Merger Sub)Cafesa, enforceable against JPFI (and, in the case of this Agree- ment, Merger Sub) Cafesa in accordance with their its terms. The execu- tion execution and delivery of this Agreement does not, and the execution and delivery of the Option Agreements and the consummation of the transactions contemplated hereby and thereby by this Agreement and compliance with the provisions of this Agreement, the Support 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 termina- tiontermination, 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 JPFI or any of its subsidiaries or (assuming the consummation of the transactions contemplated hereby without giving effect Assets to Section 1.7) in any restriction on the conduct of JPFI's business or operations be transferred by Cafesa under, (i) the JPFI Certificate certificate of incorporation or the by-laws bylaws of JPFI or the comparable orga- nizational documents of any of its subsidiariesCafesa, (ii) any loan or credit agreement, note, bond, mortgage, indenture, trust document, lease or other agreement, instrument, permit, conces- sion, franchiseconcession, license or similar authorization applicable to JPFI or any of its subsidiaries or their respective properties or assets Cafesa or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judg- mentjudgment, order, decree, statute, law, ordinance, rule or regula- tion regulation applicable to JPFI or any of its subsidiaries or their respective properties or assets, other thanCAfesa, in the case of clauses (ii) and (iii), any such conflicts, violations, de- faultsdefaults, rights, losses, restrictions losses or Liens that individually or in the aggregate would not (x) have a material adverse ef- fect effect on JPFI Cafesa or (y) reasonably be expected to impair the abil- ity ability of JPFI or Merger Sub Cafesa to perform its obligations under this Agreement (and, in the case of JPFI individually, under the Option Agreements and the Support Agreement). No consent, ap- provalapproval, 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 JPFI or any of its subsidiaries Cafesa in connection with the execution and delivery of this Agreement by JPFI and Merger Sub, or the execution and delivery by JPFI of the Option Agreements and the Support Agreement, Cafesa or the consummation by JPFI or Merger Sub Cafesa of the transactions contemplated hereby or therebyby this Agreement, except for (1) the filing of a pre-merger notification and report form by JPFI under the HSR Act; (2) the filing with the SEC of (A) the Joint Proxy Statement relating to the JPFI Stockholders Meeting, (B) the Form S-4 and (C) such reports under Section 13(a), 13(d), 15(d) or 16(a) of the Exchange Act as may be required in con- nection with this Agreement and the Option Agreements and the transactions contemplated hereby and thereby; (3) the filing of the Certificate of Merger with the Secretary of State of Dela- ware and appropriate documents with the relevant authorities of other states in which JPFI Cafes is qualified to do business and such filings with Governmental Entities to satisfy the applicable requirements for the transfer or assignment of state securities patents, service marks, trade names, copy rights or "blue sky" laws; (4) such filings with and approvals of the NYSE to permit the shares of JPFI Common Stock that are to be issued in the Merger and under the RSI Stock Plans to be listed on the NYSEsimilar rights; and (52) such con- sentsconsents, 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 JPFI Cafesa or (y) reason- ably reasonably be expected to impair the ability of JPFI or Merger Sub Cafesa to perform its obligations under this Agreement. To the knowledge of Cafesa or the Selling Shareholders neither Cafesa nor the Selling Shareholders, are in material violation of, or in material default under, (i) any term or provision of its Certificate 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. Cafesa owns, possesses or has obtained all material governmental and other licenses, permits, certifications, registration, approvals or consents and other authorizations necessary to own or lease, as the case may be, and to operate its properties and to conduct its business or operations as presently conducted and all such governmental and other licenses, permits, certifications, registrations, approvals, consents and other authorizations are 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. Each of JPFI and Merger Sub HBO has all requisite corporate --------------------------- power and authority to enter into this Agreement, and JPFI HBO has all requisite corporate power and authority to enter into the Option Agreements and the Support Agreement and, subject to the JPFI HBO Stockholder Approval (as defined in Section 3.2(l)), to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement by each of JPFI and Merger Sub, HBO and the execu- tion execution and delivery of the Option Agreements and the Support Agreement by JPFI HBO and the consummation by JPFI and Merger Sub HBO of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of JPFI and Merger SubHBO, subject, in the case of the Merger and the issuance of JPFI Common Stock in connection with the Merger, to the JPFI HBO Stockholder Approval. This Agreement has been, and the Support Agreement and Option Agreements will be, duly executed and delivered by JPFI (and, in the case of this Agreement, by Merger Sub) HBO and, assuming the due authorization, execution and delivery thereof by RSIMcKesson, constitute (or will con- stituteconstitute, as the case may be) the legal, valid and binding obli- gation obligation of JPFI (and, in the case of this Agreement, Merger Sub)HBO, enforceable against JPFI (and, in the case of this Agree- ment, Merger Sub) HBO in accordance with their terms. The execu- tion execution and delivery of this Agreement does not, and the execution and delivery of the Option Agreements and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions of this Agreement, the Support 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 termina- tiontermination, 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 JPFI HBO or any of its subsidiaries or (assuming the consummation of the transactions contemplated hereby without giving effect to Section 1.7) in any restriction on the conduct of JPFIHBO's business or operations under, (i) the JPFI HBO Certificate or the by-laws of JPFI HBO or the comparable orga- nizational organizational documents of any of its subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, trust document, lease or other agreement, instrument, permit, conces- sionconcession, franchise, license or similar authorization applicable to JPFI HBO 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 judg- mentjudgment, order, decree, statute, law, ordinance, rule or regula- tion regulation applicable to JPFI HBO 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, de- faultsdefaults, rights, losses, restrictions or Liens that individually or in the aggregate would not (x) have a material adverse ef- fect effect on JPFI HBO or (y) reasonably be expected to impair the abil- ity ability of JPFI or Merger Sub HBO to perform its obligations under this Agreement (and, in the case of JPFI individually, under and the Option Agreements and the Support AgreementAgreements). No consent, ap- provalapproval, 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 JPFI HBO or any of its subsidiaries in connection with the execution and delivery of this Agreement by JPFI and Merger Sub, or the execution and delivery by JPFI of the Option Agreements and the Support Agreement, by HBO or the consummation by JPFI or Merger Sub HBO of the transactions contemplated hereby or thereby, except for (1) the filing of a pre-merger notification and report form by JPFI HBO under the HSR ActAct or filings or notifications under the antitrust, competition or similar laws of any foreign jurisdiction; (2) the filing with the SEC of (A) the Joint Proxy Statement relating to the JPFI Stockholders HBO Stockholders' Meeting, and (B) the Form S-4 and (C) such reports under Section 13(a), 13(d), 15(d) or 16(a) of the Exchange Act as may be required in con- nection connection with this Agreement and the Option Agreements and the transactions contemplated hereby and thereby; (3) the filing of the Certificate of Merger with the Secretary of State of Dela- ware Delaware and appropriate documents with the relevant authorities of other states in which JPFI HBO is qualified to do business and such filings with Governmental Entities to satisfy the applicable requirements of state securities or "blue sky" laws; and (4) such filings with and approvals of the NYSE to permit the shares of JPFI Common Stock that are to be issued in the Merger and under the RSI Stock Plans to be listed on the NYSE; and (5) such con- sentsconsents, 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 JPFI HBO or (y) reason- ably reasonably be expected to impair the ability of JPFI or Merger Sub HBO to perform its obligations under this Agreement.

Authority; Noncontravention. Each of JPFI and Merger Sub MVB has all requisite corporate power and authority to enter into this Agreement, and JPFI has all requisite corporate power and authority to enter into the Option Agreements and the Support Agreement and, subject to the JPFI Stockholder Approval (receipt of MVB shareholder approval as defined provided in Section 3.2(l))5.1, to consummate the transactions contemplated hereby and therebyby this Agreement. The execution and delivery of this Agreement by each of JPFI and Merger Sub, and the execu- tion and delivery of the Option Agreements and the Support Agreement by JPFI MVB and the consummation by JPFI and Merger Sub MVB of the transactions contemplated hereby and thereby by this Agreement have been duly authorized by all necessary corporate action on the part of JPFI and Merger SubMVB, subject, in the case of the Merger and the issuance of JPFI Common Stock in connection with the Merger, subject to the JPFI Stockholder ApprovalMVB shareholder approval. This Agreement has been, and the Support Agreement and Option Agreements will be, been duly executed and delivered by JPFI (and, in the case of this Agreement, by Merger Sub) MVB and, assuming the due authorization, execution and delivery thereof by RSIeach of the parties hereto, constitute (or will con- stitute, as the case may be) the constitutes a legal, valid and binding obli- gation obligation of JPFI (and, in the case of this Agreement, Merger Sub)MVB, enforceable against JPFI (and, in the case of this Agree- ment, Merger Sub) MVB in accordance with their its terms. The execu- tion execution and delivery of this Agreement does not, and the execution and delivery of the Option Agreements and the consummation of the transactions contemplated hereby and thereby by this Agreement and compliance with the provisions of this Agreement, the Support Agreement and the Option Agreements 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 termina- tiontermination, 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 JPFI or any of its subsidiaries or (assuming the consummation of the transactions contemplated hereby without giving effect to Section 1.7) in any restriction on the conduct of JPFI's business or operations MVB under, : (i) the JPFI Certificate Charter or the by-laws Bylaws of JPFI or the comparable orga- nizational documents of any of its subsidiaries, MVB; (ii) any loan or credit agreement, note, bond, mortgage, indenture, trust document, lease or other agreement, instrumentMVB Material Contract, permit, conces- sionconcession, franchise, license or similar authorization applicable to JPFI MVB 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 sentenceSection 4.4, any judg- mentjudgment, order, decree, statute, law, ordinance, rule or regula- tion regulation of any Governmental Entity applicable to JPFI MVB 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, de- faultsdefaults, rights, losses, restrictions losses or Liens that individually or in the aggregate would are not reasonably likely to (x) have a material adverse ef- fect Material Adverse Effect on JPFI or MVB, (y) reasonably be expected to impair the abil- ity of JPFI or Merger Sub to perform its obligations under this Agreement (and, in the case of JPFI individually, under the Option Agreements and the Support Agreement). No consent, ap- proval, 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 JPFI or any of its subsidiaries in connection with the execution and delivery of this Agreement by JPFI and Merger Sub, or the execution and delivery by JPFI of the Option Agreements and the Support Agreement, or the consummation by JPFI or Merger Sub of the transactions contemplated hereby or thereby, except for (1) the filing of a pre-merger notification and report form by JPFI under the HSR Act; (2) the filing with the SEC of (A) the Joint Proxy Statement relating to the JPFI Stockholders Meeting, (B) the Form S-4 and (C) such reports under Section 13(a), 13(d), 15(d) or 16(a) of the Exchange Act as may be required in con- nection with this Agreement and the Option Agreements and the transactions contemplated hereby and thereby; (3) the filing of the Certificate of Merger with the Secretary of State of Dela- ware and appropriate documents with the relevant authorities of other states in which JPFI is qualified to do business and such filings with Governmental Entities to satisfy the applicable requirements of state securities or "blue sky" laws; (4) such filings with and approvals of the NYSE to permit the shares of JPFI Common Stock that are to be issued in the Merger and under the RSI Stock Plans to be listed on the NYSE; and (5) such con- sents, 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 JPFI or (y) reason- ably be expected to materially impair the ability of JPFI or Merger Sub MVB to perform its obligations under this Agreement, or (z) prevent or delay the consummation of the transactions contemplated by this Agreement.

Authority; Noncontravention. Each of JPFI and Merger Sub FNT has all requisite corporate power and authority to enter into this AgreementAgreement and, subject to the approval of its stockholders as set forth in Section 5.4 (the “FNT Stockholder Approval”), FNT and JPFI has each of the FNT Subsidiaries have all requisite corporate power and authority to enter into the Option Agreements and the Support Agreement and, subject to the JPFI Stockholder Approval (as defined in Section 3.2(l)), to consummate the transactions contemplated hereby and therebyby this Agreement. The execution and delivery of this Agreement by each of JPFI and Merger Sub, and the execu- tion and delivery of the Option Agreements and the Support Agreement by JPFI FNT and the consummation by JPFI and Merger Sub FNT of the transactions contemplated hereby and thereby by this Agreement have been duly authorized by all necessary corporate action on the part of JPFI and Merger SubFNT, subject, in the case of the Merger and the issuance of JPFI Common Stock in connection with the Merger, subject to the JPFI FNT Stockholder Approval. This Agreement has been, and the Support Agreement and Option Agreements will be, been duly executed and delivered by JPFI (and, in the case of this Agreement, by Merger Sub) and, assuming this Agreement constitutes the due authorization, execution and delivery thereof by RSI, constitute (or will con- stitute, as the case may be) the legal, valid and binding obli- gation agreement of JPFI (andFNF, in the case constitutes a valid and binding obligation of this Agreement, Merger Sub)FNT, enforceable against JPFI (and, in the case of this Agree- ment, Merger Sub) FNT in accordance with their its terms, subject to the effect of any applicable bankruptcy, insolvency (including all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting creditors’ rights generally and subject to the effect of general principles of equity. The execu- tion Except as set forth in Section 3.2(c) of the Disclosure Schedule, the execution and delivery of this Agreement does do not, and the execution and delivery of the Option Agreements and the consummation of the transactions contemplated hereby and thereby by this Agreement and compliance with the provisions of this Agreement, the Support Agreement and the Option Agreements will not, (x) conflict with any of the provisions of the Organizational Documents of FNT or of any FNT Subsidiary, (y) subject to the matters referred to in the next sentence, conflict with, or result in any violation of, a breach of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termina- tiontermination, cancellation or acceleration of any obligation or loss of a material benefit under, require the consent of any Person under, or result in the creation of any Lien upon on any property or asset of the properties or assets of JPFI FNT or any of its subsidiaries or (assuming the consummation of the transactions contemplated hereby without giving effect to Section 1.7) in any restriction on the conduct of JPFI's business or operations FNT Subsidiary under, (i) the JPFI Certificate or the by-laws of JPFI or the comparable orga- nizational documents of any of its subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, trust document, lease indenture or other agreement, instrument, permit, conces- sion, franchise, license or similar authorization applicable other instrument or undertaking to JPFI which FNT or any of its subsidiaries the FNT Subsidiaries is a party or by which FNT or any of the FNT Subsidiaries or any of their respective properties assets is bound or assets affected, or (iiiz) subject to the governmental filings and other matters referred to in the following next sentence, contravene any judg- ment, order, decree, statute, law, ordinance, rule rule, regulation, order, judgment, injunction, decree, determination or regula- tion award applicable to JPFI FNT or any of its subsidiaries the FNT Subsidiaries or any of their respective properties or assets, other thanwhich, in the case of clauses (iiy) and (iii)z) above, any such conflicts, violations, de- faults, rights, losses, restrictions or Liens that individually or in the aggregate aggregate, would not (x) have a material adverse ef- fect on JPFI or (y) reasonably be expected to impair the abil- ity of JPFI or Merger Sub to perform its obligations under this Agreement (and, in the case of JPFI individually, under the Option Agreements and the Support Agreement)have an FNT Material Adverse Effect. No consent, ap- proval, order approval 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 JPFI FNT or any of its subsidiaries the FNT Subsidiaries in connection with the execution and delivery of this Agreement by JPFI and Merger Sub, or the execution and delivery by JPFI of the Option Agreements and the Support Agreement, FNT or the consummation by JPFI FNT or Merger Sub any FNT Subsidiary, as the case may be, of any of the transactions contemplated hereby or therebyby this Agreement, except for (1i) the filing of a pre-merger notification and report form by JPFI approvals, filings or notices required under the HSR Act; insurance laws of the jurisdictions set forth in Section 3.2(c) of the Disclosure Schedule, (2ii) the filing with the SEC of (A) the Joint Proxy Statement relating to the JPFI Stockholders Meeting, (B) the Form S-4 and (C) such reports and other filings under Section 13(a), 13(d), 15(d) or 16(a) of the Exchange Act as may be required in con- nection connection with this Agreement and the Option Agreements and the transactions contemplated hereby and thereby; by this Agreement, (3iii) the filing with the SEC of the Certificate of Merger with Form S-1, the Secretary of State of Dela- ware Form S-8 and appropriate documents with the relevant authorities of other states in which JPFI is qualified to do business and such filings with Governmental Entities to satisfy the applicable requirements of state securities or "blue sky" laws; Information Statement, (4iv) such filings with and approvals of the NYSE to permit the shares of JPFI Common Stock that are to be issued in the Merger and under the RSI Stock Plans to be listed on the NYSE; and (5) such con- sentsother consents, approvals, orders authorizations, filings or authorizations notices as are set forth in Section 3.2(c) of the Disclosure Schedule and (v) such other consents, approvals, authorizations, declarations, filings or notices the failure of which to be made obtain or obtained individually or make which, in the aggregate aggregate, would not (x) have a material adverse effect on JPFI or (y) reason- ably be expected to impair the ability of JPFI or Merger Sub to perform its obligations under this Agreementan FNT Material Adverse Effect.

Authority; Noncontravention. Each of JPFI and Merger Sub Xxxxxx Online has all requisite corporate power and authority to enter into this Agreement, Agreement and JPFI has all requisite corporate power and authority to enter into the Option Agreements and the Support Agreement and, subject to the JPFI Stockholder Approval (as defined in Section 3.2(l)), to consummate the transactions contemplated hereby and therebyby this Agreement. The execution and delivery of this Agreement by each of JPFI and Merger Sub, and the execu- tion and delivery of the Option Agreements and the Support Agreement by JPFI Xxxxxx Online and the consummation by JPFI and Merger Sub Xxxxxx Online of the transactions contemplated hereby and thereby by this Agreement have been duly authorized by all necessary corporate action on the part of JPFI and Merger SubXxxxxx Online, subject, in the case of the Merger and the issuance of JPFI Common Stock in connection with the Merger, to the JPFI Xxxxxx Online Stockholder Approval. This Agreement has been, and the Support Agreement and Option Agreements will be, been duly executed and delivered by JPFI (and, in the case of this Agreement, by Merger Sub) Xxxxxx Online and, assuming the due authorization, execution and delivery thereof by RSI, constitute (or will con- stitute, as the case may be) MoneyZone and MergerSub constitutes the legal, valid and binding obli- gation obligation of JPFI (and, in the case of this Agreement, Merger Sub)Xxxxxx Online, enforceable against JPFI (and, in the case of this Agree- ment, Merger Sub) Xxxxxx Online in accordance with their its terms. The execu- tion execution and delivery of this Agreement does do not, and the execution and delivery of the Option Agreements and the consummation of the transactions contemplated hereby and thereby by this Agreement and compliance with the provisions of this Agreement, the Support 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 termina- tiontermination, 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 JPFI Xxxxxx Online or any of its subsidiaries or (assuming the consummation of the transactions contemplated hereby without giving effect to Section 1.7) in any restriction on the conduct of JPFI's business or operations under, (i) the JPFI Certificate certificate of incorporation or the byBy-laws Laws of JPFI Xxxxxx Online or the comparable orga- nizational organizational documents of any of its subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, trust document, lease or other agreement, instrument, permit, conces- sion, franchiseconcession, license or similar authorization applicable to JPFI Xxxxxx Online 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 judg- mentjudgment, order, decree, statute, law, ordinance, rule or regula- tion regulation applicable to JPFI Xxxxxx Online 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, de- faultsdefaults, rights, losses, restrictions losses or Liens that individually or in the aggregate would not (x) have a material adverse ef- fect effect on JPFI Xxxxxx Online or (y) reasonably be expected to impair the abil- ity ability of JPFI or Merger Sub Xxxxxx Online to perform its obligations under this Agreement (and, in the case of JPFI individually, under the Option Agreements and the Support Agreement). No consent, ap- provalapproval, 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 JPFI Xxxxxx Online or any of its subsidiaries in connection with the execution and delivery of this Agreement by JPFI and Merger Sub, or the execution and delivery by JPFI of the Option Agreements and the Support Agreement, Xxxxxx Online or the consummation by JPFI or Merger Sub Xxxxxx Online of the transactions contemplated hereby or therebyby this Agreement, except for (1) the filing of a pre-merger notification and report form by JPFI under the HSR Act; (2) the filing with the SEC of (A) the Joint Proxy Statement relating to the JPFI Stockholders Meeting, (B) the Form S-4 and (C) such reports under Section 13(a), 13(d), 15(d) or 16(a) of the Exchange Act as may be required in con- nection with this Agreement and the Option Agreements and the transactions contemplated hereby and thereby; (3) the filing of the Certificate of Merger with the Secretary of State of Dela- ware Delaware and appropriate documents with the relevant authorities of other states in which JPFI Xxxxxx Online is qualified to do business and such filings with Governmental Entities to satisfy the applicable requirements of state securities or "blue sky" laws; and (42) such filings with and approvals of the NYSE to permit the shares of JPFI Common Stock that are to be issued in the Merger and under the RSI Stock Plans to be listed on the NYSE; and (5) such con- sentsconsents, 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 JPFI Xxxxxx Online or (y) reason- ably reasonably be expected to impair the ability of JPFI or Merger Sub Xxxxxx Online to perform its obligations under this Agreement.

Authority; Noncontravention. Each of JPFI and Merger Sub (a) VA has all requisite corporate power and authority to enter into this Agreement, Agreement and JPFI has all requisite corporate power and authority Other Agreements to enter into the Option Agreements and the Support Agreement which it is a party and, subject to receipt of the JPFI Stockholder Approval (as defined in Section 3.2(l))VA Shareholder Approval, to consummate the transactions contemplated hereby by this Agreement and therebythe Other Agreements to which it is a party. The execution and delivery of this Agreement by each of JPFI and Merger Sub, and the execu- tion and delivery of the Option Other Agreements and the Support Agreement to which it is a party by JPFI VA and the consummation by JPFI and Merger Sub of the transactions contemplated hereby by this Agreement and thereby the Other Agreements to which it is a party have been duly authorized by all necessary corporate action on the part of JPFI and Merger SubVA, subject, in the case subject to receipt of the Merger and the issuance of JPFI Common Stock in connection with the Merger, to the JPFI Stockholder Approval. This Agreement has been, and the Support Agreement and Option Agreements will be, duly executed and delivered by JPFI (and, VA Shareholder Approval in the case of this Agreement, . This Agreement and the Other Agreements to which it is a party have been duly executed and delivered by Merger Sub) VA and, assuming the due authorization, execution and delivery thereof of each such agreement by RSIthe counterparties thereto, constitute (or will con- stitute, as the case may be) the legal, each such agreement constitutes a valid and binding obli- gation obligation of JPFI (and, in the case of this Agreement, Merger Sub)VA as to VA's obligations therein, enforceable against JPFI (and, in the case of this Agree- ment, Merger Sub) VA in accordance with their its terms. The execu- tion execution and delivery of this Agreement does and the Other Agreements to which it is a party do not, and the execution and delivery of the Option Agreements and the consummation of the transactions contemplated hereby and thereby by this Agreement, the Other Agreements to which it is a party and compliance with the provisions of this Agreement, the Support Agreement and the Option Other Agreements to which it is a party by VA 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 termina- tiontermination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien lien upon any of the properties or assets of JPFI VA or any of its subsidiaries or (assuming the consummation of the transactions contemplated hereby without giving effect to Section 1.7) in any restriction on the conduct of JPFI's business or operations Subsidiaries under, (iA) the JPFI Certificate articles of incorporation (or other organizational documents) and bylaws of VA, in each case as amended to the by-laws of JPFI date hereof or the comparable orga- nizational charter or organizational documents and bylaws of any of its subsidiariesVA's Subsidiaries, (iiB) except as set forth in Section 4.4 of the VA Disclosure Letter, any loan or credit agreement, note, bond, mortgage, indenture, trust document, lease or other agreement, instrument, permit, conces- sionconcession, franchise, franchise or license or similar authorization applicable to JPFI VA or any of its subsidiaries Subsidiaries or their respective properties or assets or (iiiC) subject to the governmental filings and other matters referred to in the following sentence, any judg- mentjudgment, order, decree, statute, law, ordinance, rule or regula- tion regulation applicable to JPFI VA or any of its subsidiaries Subsidiaries or their respective properties or assets, other than, in the case of clauses (iiB) and (iiiC), any such conflicts, violations, de- faultsdefaults, obligations, losses, rights, lossesliens, restrictions judgments, orders, decrees, statutes, laws, ordinances, rules or Liens that regulations that, individually or in the aggregate would aggregate, are not (x) reasonably likely to have a material adverse ef- fect Material Adverse Effect on JPFI or (y) reasonably be expected to impair the abil- ity of JPFI or Merger Sub to perform its obligations under this Agreement (and, in the case of JPFI individually, under the Option Agreements and the Support Agreement)VA. No consent, ap- provalapproval, 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 agency or commission or other governmental authority or agency, domestic or foreign, is required by or with respect to JPFI VA or any of its subsidiaries Subsidiaries in connection with the execution and delivery of this Agreement by JPFI and Merger Sub, or the execution and delivery by JPFI of the Option Agreements and the Support Agreement, Other Agreements to which it is a party by VA or the consummation by JPFI or Merger Sub VA of any of the transactions contemplated hereby or therebyby this Agreement and the Other Agreements to which it is a party, except for (1A) the filing of a pre-merger premerger notification and report form by JPFI VA under the HSR Act; (2B) the filing with the SEC of (A1) the Joint Form S-4, (2) the Proxy Statement Statement/Prospectus relating to the JPFI Stockholders Meeting, (B) the Form S-4 VA Shareholders Meeting and (C3) such reports under Section 13(a), 13(d), 15(d) or 16(a) of the Exchange Act Act, as may be required in con- nection connection with this Agreement and Agreement, the Option Other Agreements to which it is a party and the transactions contemplated hereby and thereby; (3C) the filing of the Certificate of Merger with the Secretary of State of Dela- ware and appropriate documents with the relevant authorities of other states and jurisdictions in which JPFI VA is qualified to do business and such filings with Governmental Entities or Regulatory Authorities to satisfy the applicable requirements of state securities or "blue sky" laws; (4D) such filings with and approvals of the NYSE to permit the shares of JPFI MINT Common Stock Shares that are to be issued in the Merger and under the RSI Stock Plans to be listed on the NYSE; (E) filings in respect of, and approvals and authorizations of, and, as applicable, the expiration of applicable waiting periods of, the respective Commissioners of Insurance of the states of California, Delaware, Illinois, New Jersey and Virginia (the "VA Designated Insurance Approvals"); and (5F) such con- sentsconsents, approvals, orders or authorizations the failure of which to be made or obtained obtained, individually or in the aggregate would aggregate, is not (x) reasonably likely to have a material adverse effect Material Adverse Effect on JPFI or (y) reason- ably be expected to impair the ability of JPFI or Merger Sub to perform its obligations under this AgreementVA.

Authority; Noncontravention. Each of JPFI and Merger Sub Selling Party has all the requisite corporate power and authority to enter into this Agreement, and JPFI has all requisite corporate power and authority to enter into the Option Agreements Agreement and the Support Agreement and, subject to the JPFI Stockholder Approval (as defined in Section 3.2(l)), Closing Documents and to consummate the transactions contemplated hereby by this Agreement and therebythe Closing Documents. The execution and delivery of this Agreement and the Closing Documents by each of JPFI and Merger Sub, and the execu- tion and delivery of the Option Agreements and the Support Agreement by JPFI Selling Party and the consummation by JPFI and Merger Sub each Selling Party of the transactions contemplated hereby by this Agreement and thereby the Closing Documents have been duly and validly authorized by all necessary corporate action on the part of JPFI and Merger Sub, subject, in the case of the Merger and the issuance of JPFI Common Stock in connection with the Merger, to the JPFI Stockholder Approvaleach Selling Party. This Agreement has been, and the Support Agreement and Option Agreements will be, Closing Documents have been duly executed and delivered by JPFI (and, in the case of this Agreement, by Merger Sub) and, assuming the due authorization, execution each Selling Party and delivery thereof by RSI, constitute (or will con- stitute, as the case may be) the legal, valid and binding obli- gation obligations of JPFI (and, in the case of this Agreement, Merger Sub)each Selling Party, enforceable against JPFI (and, in the case of this Agree- ment, Merger Sub) each Selling Party in accordance with their respective terms. The execu- tion Except as set forth on Schedule 3.1(b) hereto, the execution and delivery of this Agreement and the Closing Documents does not, and the execution and delivery of the Option Agreements and the consummation of the transactions contemplated hereby by this Agreement and thereby the Closing Documents and compliance with the provisions of this Agreement, the Support Agreement and the Option Agreements Closing 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 termina- tiontermination, 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 JPFI or any of its subsidiaries or (assuming the consummation of the transactions contemplated hereby without giving effect to Section 1.7) in any restriction on the conduct of JPFI's business or operations under, Acquired Assets under (i) the JPFI Certificate articles of incorporation, bylaws or the by-laws of JPFI or the comparable orga- nizational other governing documents of any of its subsidiarieseither Selling Party, (ii) any loan or credit agreement, note, bond, mortgage, indenture, trust document, lease or other agreement, instrument, permit, conces- sionconcession, franchise, franchise or license or similar authorization applicable to JPFI either Selling Party or any of its subsidiaries or their respective properties or assets the Acquired Assets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judg- mentjudgment, order, decree, statute, law, ordinance, rule or regula- tion regulation applicable to JPFI either Selling Party or any of its subsidiaries or their respective properties or assetsthe Acquired Assets. Except as set forth in Schedule 3.1(b) hereto, other than, in the case of clauses (ii) and (iii), any such conflicts, violations, de- faults, rights, losses, restrictions or Liens that individually or in the aggregate would not (x) have a material adverse ef- fect on JPFI or (y) reasonably be expected to impair the abil- ity of JPFI or Merger Sub to perform its obligations under this Agreement (and, in the case of JPFI individually, under the Option Agreements and the Support Agreement). No no consent, ap- provalapproval, order or authorization of, action by, or in respect of, or registration, declaration or filing with, any third party or Governmental Entity Entity, is required by or with respect to JPFI or any of its subsidiaries either Selling Party in connection with the execution and delivery of this Agreement by JPFI and Merger Sub, or the execution and delivery by JPFI of the Option Agreements and the Support Agreement, Closing Documents by such Selling Party or the consummation by JPFI or Merger Sub either Selling Party of the transactions contemplated hereby or thereby, except for (1) the filing of a pre-merger notification and report form by JPFI under the HSR Act; (2) the filing with the SEC of (A) the Joint Proxy Statement relating to the JPFI Stockholders Meeting, (B) the Form S-4 and (C) such reports under Section 13(a), 13(d), 15(d) or 16(a) of the Exchange Act as may be required in con- nection with this Agreement and the Option Agreements and the transactions contemplated hereby and thereby; (3) the filing of the Certificate of Merger with the Secretary of State of Dela- ware and appropriate documents with the relevant authorities of other states in which JPFI is qualified to do business and such filings with Governmental Entities to satisfy the applicable requirements of state securities or "blue sky" laws; (4) such filings with and approvals of the NYSE to permit the shares of JPFI Common Stock that are to be issued in the Merger and under the RSI Stock Plans to be listed on the NYSE; and (5) such con- sents, 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 JPFI or (y) reason- ably be expected to impair the ability of JPFI or Merger Sub to perform its obligations under this AgreementClosing Documents.

Authority; Noncontravention. Each of JPFI and Merger Sub i-Cube has all requisite corporate --------------------------- power and authority to enter into this Agreement, and JPFI has all requisite corporate power and authority to enter into the Option Agreements and the Support Agreement and, subject to the JPFI i-Cube Stockholder Approval (as defined in Section 3.2(l3.01(m)), to consummate the transactions contemplated hereby and therebyby this Agreement. The execution and delivery of this Agreement by each of JPFI and Merger Sub, and the execu- tion and delivery of the Option Agreements and the Support Agreement by JPFI i-Cube and the consummation by JPFI and Merger Sub i-Cube of the transactions contemplated hereby and thereby have by this Agreement has been duly authorized by all necessary corporate action on the part of JPFI and Merger Subi-Cube, subject, in the case of the Merger and the issuance of JPFI Common Stock in connection with the Merger, to the JPFI Stockholder i-Cube Stockholders Approval. This Agreement has been, and the Support Agreement and Option Agreements will be, been duly executed and delivered by JPFI (and, in the case of this Agreement, by Merger Sub) i-Cube and, assuming the due authorization, execution and delivery thereof by RSIeach of the other parties hereto, constitute (or will con- stitute, as the case may be) the constitutes legal, valid and binding obli- gation obligations of JPFI (andi-Cube, enforceable against i-Cube in accordance with its terms. Without limiting the other provisions of this Section 3.01(d) above, the Board of Directors of i-Cube, at a meeting duly called and held has, in light of and subject to the case of terms and conditions set forth herein, (a) determined that this Agreement, the i-Cube Voting Agreement, the Merger Sub), enforceable against JPFI (and, and the other transactions contemplated hereby and by the i-Cube Voting Agreement are fair and in the case best interests of the stockholders of i-Cube, and (b) resolved to recommend to the i- Cube Shareholders approval and adoption of this Agree- ment, Merger Sub) in accordance with their termsAgreement and the Merger. The execu- tion execution and delivery of this Agreement does not, and the execution and delivery of the Option Agreements and the consummation of the transactions contemplated hereby and thereby by this Agreement and compliance with the provisions of this Agreement, the Support 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 termina- tiontermination, 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 JPFI i-Cube or any of its subsidiaries or (assuming the consummation of the transactions contemplated hereby without giving effect to Section 1.7) in any restriction on the conduct of JPFI's business or operations under, (i) the JPFI Certificate certificate of incorporation or the by-laws of JPFI i-Cube or the comparable orga- nizational organizational documents of any of its subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, trust document, lease or other agreement, instrument, permit, conces- sionconcession, franchise, license or similar authorization applicable to JPFI i-Cube 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 judg- mentjudgment, order, decree, statute, law, ordinance, rule or regula- tion regulation applicable to JPFI i-Cube 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, de- faultsdefaults, rights, losses, restrictions losses or Liens that individually or in the aggregate would are not (x) reasonably likely to have a material adverse ef- fect effect on JPFI i-Cube or (y) reasonably be expected likely to impair the abil- ity ability of JPFI or Merger Sub i-Cube to perform its obligations under this Agreement (and, in the case of JPFI individually, under the Option Agreements and the Support Agreement). No consent, ap- provalapproval, 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 JPFI i-Cube or any of its subsidiaries in connection with the execution and delivery of this Agreement by JPFI and Merger Sub, i-Cube or the execution and delivery by JPFI of the Option Agreements and the Support Agreement, or the consummation by JPFI or Merger Sub of the transactions contemplated hereby or thereby, except for (1) the filing of a pre-merger notification and report form by JPFI under the HSR Act; (2) the filing with the SEC of (A) the Joint Proxy Statement relating to the JPFI Stockholders Meeting, (B) the Form S-4 and (C) such reports under Section 13(a), 13(d), 15(d) or 16(a) of the Exchange Act as may be required in con- nection with this Agreement and the Option Agreements and the transactions contemplated hereby and thereby; (3) the filing of the Certificate of Merger with the Secretary of State of Dela- ware and appropriate documents with the relevant authorities of other states in which JPFI is qualified to do business and such filings with Governmental Entities to satisfy the applicable requirements of state securities or "blue sky" laws; (4) such filings with and approvals of the NYSE to permit the shares of JPFI Common Stock that are to be issued in the Merger and under the RSI Stock Plans to be listed on the NYSE; and (5) such con- sents, 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 JPFI or (y) reason- ably be expected to impair the ability of JPFI or Merger Sub to perform its obligations under this Agreement.the

Authority; Noncontravention. Each of JPFI TSAT and Merger the TSAT Sub has all each have the ---------------------------- requisite corporate power and authority to enter into this Agreement, and JPFI has all requisite corporate power and authority to enter into the Option their respective Relevant Agreements and the Support Agreement and, subject to approval and adoption of the JPFI Roll-up Plan by the holders of 66-2/3% of the total voting power of the outstanding shares of TSAT A Stock and TSAT B Stock, voting together as a class (the "TSAT Stockholder Approval (as defined in Section 3.2(l)Approval"), to consummate the transactions contemplated hereby and thereby-------------------------- by each of its Relevant Agreements. The execution and delivery of this Agreement by each of JPFI and Merger Sub, TSAT and the execu- tion and delivery TSAT Sub of the Option their respective Relevant Agreements and the Support Agreement by JPFI and the consummation by JPFI TSAT and Merger the TSAT Sub of the transactions contemplated hereby Restructuring Transaction, the TSAT Merger and thereby the Tempo Sale have been duly authorized by all necessary corporate action on the part of JPFI TSAT and Merger the TSAT Sub, subject, in the case of the Merger and the issuance of JPFI Common Stock in connection with the Merger, subject to the JPFI TSAT Stockholder Approval. This Each Relevant Agreement has been, of TSAT and the Support Agreement and Option Agreements TSAT Sub has been (or upon execution will be, ) duly executed and delivered by JPFI (and, in TSAT and/or the case of this Agreement, by Merger Sub) and, assuming the due authorization, execution TSAT Sub and delivery thereof by RSI, constitute constitutes (or upon execution will con- stitute, as the case may beconstitute) the legal, a valid and binding obli- gation obligation of JPFI (and, in TSAT and/or the case of this Agreement, Merger TSAT Sub), enforceable against JPFI (and, in TSAT and/or the case of this Agree- ment, Merger Sub) TSAT Sub in accordance with their respective terms. The execu- tion execution and delivery of this each Relevant Agreement of TSAT and the TSAT Sub does not, and the execution and delivery of the Option Agreements and the consummation of the transactions contemplated hereby Restructuring Transaction, the TSAT Merger and thereby the Tempo Sale, and compliance with the provisions of this Agreement, the Support Agreement and the Option such Relevant Agreements will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termina- tiontermination, cancellation cancelation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of JPFI TSAT or any of its subsidiaries or (assuming the consummation of the transactions contemplated hereby without giving effect to Section 1.7) in any restriction on the conduct of JPFI's business or operations under, (i) the JPFI Certificate certificate of incorporation or the by-laws of JPFI TSAT or the comparable orga- nizational charter or organizational documents of any of its subsidiaries, (ii) except as disclosed on Schedule 5.01(e), any loan or credit agreement, note, bond, mortgage, indenture, trust document, lease or other agreement, instrument, permit, conces- sionconcession, franchise, franchise or license or similar authorization applicable to JPFI TSAT 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 judg- mentjudgment, order, decree, statute, law, ordinance, rule or regula- tion regulation applicable to JPFI TSAT or any of its subsidiaries or their respective properties or assets, other than, in the case of clauses clause (ii) and (iii), any such conflicts, violations, de- faultsdefaults, rights, losses, restrictions rights or Liens that individually or in the aggregate would not (x) have a material adverse ef- fect Material Adverse Effect on JPFI or (y) reasonably be expected to impair the abil- ity of JPFI or Merger Sub to perform its obligations under this Agreement (and, in the case of JPFI individually, under the Option Agreements and the Support Agreement)TSAT. No consent, ap- provalapproval, order or authorization of, action by, or in respect of, or registration, declaration or filing with, any Federal, state or local government or any court, administrative agency or commission or other governmental authority or agency, domestic or foreign, including, without limitation, the European Community (a "Governmental Entity Entity"), is required by or with respect to JPFI TSAT ------------------- or any of its subsidiaries in connection with (I) the execution and delivery of this any Relevant Agreement by JPFI and Merger Sub, of TSAT or the execution and delivery by JPFI of the Option Agreements and the Support Agreement, TSAT Sub or (II) the consummation by JPFI TSAT or Merger the TSAT Sub of the transactions contemplated hereby or therebyRestructuring Transaction, except for (1i) the filing of a pre-merger premerger notification and report form by JPFI TSAT under the HSR Act; Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (2) the filing together with the SEC of (A) rules and regulations promulgated thereunder, the Joint Proxy Statement relating to the JPFI Stockholders Meeting"HSR --- Act"), (Bii) the Form S-4 and (C) such reports under Section 13(a), 13(d), 15(d) or 16(a) of the Exchange Act as may be required in con- nection with this Agreement and the Option Agreements and the transactions contemplated hereby and thereby; (3) the filing of the Certificate of Merger with the Secretary of State of Dela- ware and appropriate documents with the relevant authorities of other states in which JPFI is qualified to do business and such filings with Governmental Entities to satisfy the applicable requirements of state securities or "blue sky" laws; (4) such filings with and approvals of the NYSE to permit the shares of JPFI Common Stock that are to be issued in the Merger and under the RSI Stock Plans to be listed on the NYSE; and Federal Communications Commission --- (5) such con- sents, 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 JPFI or (y) reason- ably be expected to impair the ability of JPFI or Merger Sub to perform its obligations under this Agreement.the

Authority; Noncontravention. Each of JPFI and Merger Sub The Company has all requisite corporate power and authority to enter into this Agreement, and JPFI has all requisite corporate power and authority to enter into the Option Agreements and the Support Agreement and, subject subject, in the case of the Merger, to the JPFI Company Stockholder Approval (as defined in Section 3.2(l3.1(r)), to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement by each of JPFI and Merger Sub, and the execu- tion and delivery of the Option Agreements and the Support Agreement by JPFI and the consummation by JPFI and Merger Sub the Company of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of JPFI and Merger Subthe Company, subject, in the case of the Merger and the issuance of JPFI Common Stock in connection with the Merger, to the JPFI Company Stockholder Approval. This Agreement has been, and the Support Agreement and Option Agreements will be, been duly executed and delivered by JPFI (and, in the case of this Agreement, by Merger Sub) Company and, assuming the due authorization, execution and delivery thereof by RSIParent, constitute (or will con- stitute, as the case may be) constitutes the legal, valid and binding obli- gation obligation of JPFI (and, in the case of this Agreement, Merger Sub)Company, enforceable against JPFI (and, in the case of this Agree- ment, Merger Sub) Company in accordance with their its terms, except that (i) such enforceability may be subject to applicable bankruptcy, insolvency or other similar laws now or hereafter in effect affecting creditors' rights generally and (ii) the availability of the remedy of specific performance or injunction or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought. The execu- tion Except as set forth in Section 3.1(d) of the Company Disclosure Schedule, the execution and delivery of this Agreement does not, and the execution and delivery of the Option Agreements and the consummation of the transactions contemplated hereby and thereby (including the Bank Combination (as defined in Section 5.3(c))) and compliance with the provisions of this Agreement, the Support Agreement and the Option Agreements 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 termina- tionforfeiture, 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 of any Lien upon any of the properties or assets of JPFI the Company or any of its subsidiaries or (assuming the consummation of the transactions contemplated hereby without giving effect to Section 1.7) in any restriction on the conduct of JPFI's business or operations Subsidiaries under, (i) the JPFI Certificate certificate of incorporation or bylaws of the by-laws Company, (ii) the certificate of JPFI incorporation or bylaws or the comparable orga- nizational organizational documents of any of its subsidiariesSubsidiaries, (iiiii) any loan or credit agreement, note, bond, mortgage, indenture, trust documentlease, lease vendor agreement, software agreement or other agreement, instrument, Intellectual Property (as defined in Section 3.1(n)) right, permit, conces- sionconcession, franchise, license or similar authorization applicable to JPFI the Company or any of its subsidiaries Subsidiaries or their respective properties or assets that is, individually or in the aggregate, 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 judg- mentjudgment, order, decree, statute, law, ordinance, rule or regula- tion regulation applicable to JPFI the Company or any of its subsidiaries Subsidiaries or their respective properties or assets, other than, in the case of clauses (iiiii) and (iii)iv) only, any such conflicts, violations, de- faultsdefaults, rights, losses, restrictions losses or Liens that would not, individually or in the aggregate would not (x) have reasonably be expected to result in a material adverse ef- fect Material Adverse Effect on JPFI the Company or (y) reasonably be expected to materially impair or materially delay the abil- ity ability of JPFI or Merger Sub the Company to perform its obligations under this Agreement (andAgreement. Except as set forth in Section 3.1(d) of the Company Disclosure Schedule, in the case of JPFI individually, under the Option Agreements and the Support Agreement). No no consent, ap- provalapproval, order or authorization of, action by, by or in respect of, or registration, declaration or filing with, any Governmental Entity (i) Federal, state, local, municipal or foreign government, (ii) governmental, quasi-governmental authority (including any governmental agency, commission, branch, department or official, and any court or other tribunal) or body exercising, or entitled to exercise, any governmentally-derived administrative, executive, judicial, legislative, police, regulatory or taxing authority, or (iii) any self-regulatory organization, administrative or regulatory agency, commission or authority (each, a "GOVERNMENTAL ENTITY") is required by or with respect to JPFI the Company or any of its subsidiaries Subsidiaries in connection with the execution and delivery of this Agreement by JPFI and Merger Sub, or the execution and delivery by JPFI of the Option Agreements and the Support Agreement, Company or the consummation by JPFI or Merger Sub the Company of the transactions contemplated hereby or therebyhereby, except for (1) the filing of a pre-merger notification and report form by JPFI under the HSR Act; (2) the filing with the SEC Securities and Exchange Commission (the "SEC") of (A) a registration statement on Form S-4 to be prepared and filed in connection with the Joint Proxy Statement relating issuance of Parent Common Stock in the Merger, including the joint proxy statement and other proxy solicitation materials of the Company and Parent constituting a part thereof (the "JOINT PROXY STATEMENT") (as it may be amended from time to time, the JPFI Stockholders Meeting"FORM S-4"), and the declaration of effectiveness thereof by the SEC, and (B) the Form S-4 and (C) such reports under Section 13(a), 13(d), 15(d) or 16(a) of the Exchange Act as may be required in con- nection connection with this Agreement and the Option Agreements and the transactions contemplated hereby and therebyby this Agreement; (32) the filing of the Certificate of Merger with the Secretary of State of Dela- ware and appropriate documents the State of Delaware, the filing of articles of merger or consolidation with the relevant authorities Secretary of other states in which JPFI is qualified the Commonwealth of Massachusetts to do business effect the Bank Combination and such filings with Governmental Entities to satisfy the applicable requirements of the laws of states in which the Company and its Subsidiaries are qualified or licensed to do business or state securities or "blue sky" laws; (43) such filings with and approvals the approval of the NYSE to permit the shares of JPFI Common Stock that are to be issued in the Merger and OTS under the RSI Stock Plans to be listed on the NYSE; and (5) such con- sents, 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 JPFI or (y) reason- ably be expected to impair the ability of JPFI or Merger Sub to perform its obligations under this Agreement.HOLA;

Authority; Noncontravention. Each of JPFI and Merger Sub Topna has all requisite corporate power and authority to enter into this Agreement, and JPFI has all requisite corporate power and authority to enter into each of the Option Arrangement Agreements and the Support Agreement and, subject to the JPFI Stockholder Approval (as defined approvals contemplated in Section 3.2(l))the Arrangement Orders or this Agreement, to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement by each of JPFI and Merger Sub, and the execu- tion and delivery of the Option Arrangement Agreements and the Support Agreement by JPFI Topna and the consummation by JPFI and Merger Sub Topna of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of JPFI and Merger SubTopna, subject, in the case of the Merger and the issuance adoption of JPFI Common Stock in connection with the Mergerthis Agreement, to the JPFI Stockholder Topna Shareholder Approval. This Agreement has been, and the Support Agreement and Option The Arrangement Agreements will be, have been duly executed and delivered by JPFI (and, in the case of this Agreement, by Merger Sub) and, assuming the due authorization, execution Topna and delivery thereof by RSI, constitute (or will con- stitute, as the case may be) the legal, valid and binding obli- gation obligations of JPFI (and, in the case of this Agreement, Merger Sub)Topna, enforceable against JPFI (and, in the case of this Agree- ment, Merger Sub) Topna in accordance with their terms. The execu- tion and delivery of this Agreement does not, and the execution and delivery of the Option Arrangement Agreements do not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions of this Agreement, the Support Agreement and the Option Agreements thereof will not, result in the creation of any Lien upon any of the properties or assets of any Topna Company, except such Liens as could not, individually or in the aggregate, reasonably be expected to have a Topna Material Adverse Effect, or 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 termina- tiontermination, 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 JPFI or any of its subsidiaries or (assuming the consummation of the transactions contemplated hereby without giving effect to Section 1.7) in any restriction on the conduct of JPFI's business or operations under, (i) the JPFI Certificate articles of incorporation or the by-laws of JPFI bylaws (or the comparable orga- nizational documents organizational documents) of any of its subsidiariesTopna Company, (ii) any loan or credit agreement, note, bond, mortgage, indenture, trust document, lease or other agreement, instrument, permit, conces- sionconcession, franchise, franchise or license to which any Topna Company is a party or similar authorization which is applicable to JPFI any Topna 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 judg- mentjudgment, order, decree, order or decree ("Order") or statute, law, ordinance, rule rule, regulation or regula- tion other law (including without limitation the common law) ("Law") applicable to JPFI any Topna 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, de- faultsdefaults, rightsrights or losses that, losses, restrictions or Liens that individually or in the aggregate would aggregate, could not (x) have a material adverse ef- fect on JPFI or (y) reasonably be expected to impair the abil- ity of JPFI or Merger Sub to perform its obligations under this Agreement (and, in the case of JPFI individually, under the Option Agreements and the Support Agreement)have a Topna Material Adverse Effect. No consent, ap- provalapproval, order Order or authorization of, action by, or in respect of, or registration, declaration or filing with, any United States, Canadian, federal, provincial, 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 JPFI or any of its subsidiaries Topna Company in connection with the execution and delivery of this Agreement by JPFI and Merger Sub, or the execution and delivery by JPFI any of the Option Arrangement Agreements and the Support Agreement, by Topna or the consummation by JPFI or Merger Sub Topna of the transactions contemplated hereby or thereby, except for (1) the filing of a pre-merger notification and report form by JPFI under the HSR Act; (2) the filing with the SEC of (A) pursuant to applicable premerger notification and waiting period requirements under the Joint Proxy Statement relating to Hart-Scott-Rodino Antitruxx Xxxxxxxxxxxx Xct of 1976, as amended (the JPFI Stockholders Meeting, "HSR Act"); (B) pursuant to applicable requirements under the Form S-4 Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (C) such reports under Section 13(athe "Exchange Act"), 13(d), 15(d) or 16(a) of the Exchange Act as may be required in con- nection connection with this Agreement and the Option Arrangement Agreements and the transactions contemplated hereby and thereby; (3C) the filing filings of the Certificate of Merger with Arrangement Documents required by the Secretary of State of Dela- ware CBCA and appropriate documents with the relevant authorities of other states in which JPFI is qualified to do business and such filings with Governmental Entities to satisfy the applicable requirements of state securities or "blue sky" lawsapprovals contemplated by Section 1.02; (4D) such filings with required notices, filings, consents and approvals of under the NYSE to permit the shares of JPFI Common Stock that are to be issued in the Merger Investment Canada Act and under the RSI Stock Plans to be listed on the NYSECompetition Act (Canada); and (5E) where the failure to obtain such con- sentsconsents, approvals, orders orders, or authorizations the failure of which to be made authorizations, registrations, declarations or obtained filings could not, individually or in the aggregate would not (x) have a material adverse effect on JPFI or (y) reason- ably aggregate, reasonably be expected to impair the ability of JPFI or Merger Sub to perform its obligations under this Agreementhave a Topna Material Adverse Effect.

Authority; Noncontravention. Each of JPFI and Merger Sub The Company has all requisite corporate power and authority to enter into this Agreement, and JPFI has all requisite corporate power and authority to enter into the Option Agreements and the Support Agreement and, subject subject, in the case of the Merger, to the JPFI Company Stockholder Approval (as defined in Section 3.2(l3.1(r)), ) to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement by each of JPFI and Merger Sub, and the execu- tion and delivery of the Option Agreements and the Support Agreement by JPFI and the consummation by JPFI and Merger Sub the Company of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of JPFI and Merger Subthe Company, subject, in the case of the Merger and the issuance of JPFI Common Stock in connection with the Merger, to the JPFI Company Stockholder Approval. This Agreement has been, and the Support Agreement and Option Agreements will be, been duly executed and delivered by JPFI (and, in the case of this Agreement, by Merger Sub) Company and, assuming the due authorization, execution and delivery thereof by RSIParent, constitute (or will con- stitute, as the case may be) constitutes the legal, valid and binding obli- gation obligation of JPFI (and, in the case of this Agreement, Merger Sub)Company, enforceable against JPFI (and, in the case of this Agree- ment, Merger Sub) Company in accordance with their its terms, except that (i) such enforceability may be subject to applicable bankruptcy, insolvency or other similar laws now or hereafter in effect affecting creditors' rights generally and (ii) the availability of the remedy of specific performance or injunction or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought. The execu- tion Except as set forth in Section 3.1(d) of the Company Disclosure Schedule, the execution and delivery of this Agreement does not, and the execution and delivery of the Option Agreements and the consummation of the transactions contemplated hereby and thereby (including the Bank Combination (as defined in Section 5.3)) and compliance with the provisions of this Agreement, the Support Agreement and the Option Agreements 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 termina- tionforfeiture, 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 of any Lien upon any of the properties or assets of JPFI the Company or any of its subsidiaries or (assuming the consummation of the transactions contemplated hereby without giving effect to Section 1.7) in any restriction on the conduct of JPFI's business or operations Subsidiaries under, (i) the JPFI Certificate certificate of incorporation or the by-laws of JPFI the Company, (ii) the certificate of incorporation or by-laws or the comparable orga- nizational organizational documents of any of its subsidiariesSubsidiaries, (iiiii) any loan or credit agreement, note, bond, mortgage, indenture, trust documentlease, lease vendor agreement, software agreement or other agreement, instrument, Intellectual Property (as defined in Section 3.1(n)) right, permit, conces- sionconcession, franchise, license or similar authorization applicable to JPFI the Company 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 judg- mentjudgment, order, decree, statute, law, ordinance, rule or regula- tion regulation applicable to JPFI the Company or any of its subsidiaries Subsidiaries or their respective properties or assets, other than, in the case of clauses (iiiii) and (iii)iv) only, any such conflicts, violations, de- faultsdefaults, rights, losses, restrictions losses or Liens that would not, individually or in the aggregate would not (x) have reasonably be expected to result in a material adverse ef- fect Material Adverse Effect on JPFI the Company or (y) reasonably be expected to materially impair or materially delay the abil- ity ability of JPFI or Merger Sub the Company to perform its obligations under this Agreement (andAgreement. Except as set forth in Section 3.1(d) of the Company Disclosure Schedule, in the case of JPFI individually, under the Option Agreements and the Support Agreement). No no consent, ap- provalapproval, order or authorization of, action by, by or in respect of, or registration, declaration or filing with, any Governmental Entity (i) Federal, state, local, municipal or foreign government, (ii) governmental, quasi-governmental authority (including any governmental agency, commission, branch, department or official, and any court or other tribunal) or body exercising, or entitled to exercise, any governmentally-derived administrative, executive, judicial, legislative, police, regulatory or taxing authority, or (iii) any self-regulatory organization, administrative or regulatory agency, commission or authority (each, a "GOVERNMENTAL ENTITY") is required by or with respect to JPFI the Company or any of its subsidiaries Subsidiaries in connection with the execution and delivery of this Agreement by JPFI and Merger Sub, or the execution and delivery by JPFI of the Option Agreements and the Support Agreement, Company or the consummation by JPFI or Merger Sub the Company of the transactions contemplated hereby or therebyhereby, except for (1) the filing of a pre-merger notification and report form by JPFI under the HSR Act; (2) the filing with the SEC of (A) a registration statement on Form S-4 to be prepared and filed in connection with the Joint Proxy Statement relating issuance of Parent Common Stock in the Merger, including the proxy statement and other proxy solicitation materials of the Company constituting a part thereof (the "PROXY STATEMENT") (as it may be amended from time to time, the JPFI Stockholders Meeting"FORM S-4"), and the declaration of effectiveness thereof by the SEC, and (B) the Form S-4 and (C) such reports under Section 13(a), 13(d), 15(d) or 16(a) of the Exchange Act as may be required in con- nection connection with this Agreement and the Option Agreements and the transactions contemplated hereby and therebyby this Agreement; (32) the filing of the Certificate of Merger with the Secretary of State of Dela- ware and appropriate documents with the relevant authorities State of other states in which JPFI is qualified to do business Delaware and such filings with Governmental Entities to satisfy the applicable requirements of the laws of states in which the Company and its Subsidiaries are qualified or licensed to do business or state securities or "blue sky" laws; (3) the approval of the Board of Governors of the Federal Reserve (the "FEDERAL RESERVE") under the Bank Holding Company Act of 1956, as amended (the "BHC ACT") or the approval of the OTS under the HOLA, as applicable; (4) such filings with and approvals the approval of the NYSE to permit Officer of the shares Comptroller of JPFI Common Stock that are to be issued the Currency (the "OCC") in connection with the acquisition of control of FIRSTFED TRUST COMPANY, N.A. and the Bank Combination (as defined in Section 5.3) or in the Merger and under case of the RSI Stock Plans to be listed on Bank Combination, the NYSEapproval of the OTS, as applicable; and (5) such con- sents, approvals, orders or authorizations filings required as a result of the failure particular status of which to be made or obtained individually or in the aggregate would not (x) have a material adverse effect on JPFI or (y) reason- ably be expected to impair the ability of JPFI or Merger Sub to perform its obligations under this AgreementParent.

Authority; Noncontravention. Each of JPFI and Merger Sub The Company has all the requisite --------------------------- corporate power and authority to enter into this Agreement, and JPFI has all requisite corporate power and authority to enter into the Option Agreements and the Support Agreement and, subject to the JPFI Stockholder Approval adoption and approval of this Agreement and the approval of the Merger by the holders of a majority of the shares of Company Common Stock outstanding on the record date for the Stockholders Meeting (as defined in Section 3.2(l)5.1), to consummate the transactions contemplated hereby and therebyby this Agreement. The execution and delivery of this Agreement by each of JPFI and Merger Sub, and the execu- tion and delivery of the Option Agreements and the Support Agreement by JPFI Company and the consummation by JPFI and Merger Sub the Company of the transactions contemplated hereby and thereby by this Agreement have been duly authorized by all necessary corporate action on the part of JPFI and Merger Subthe Company, subject, in the case of the Merger this Agreement and the issuance of JPFI Common Stock in connection with the Merger, to approval and adoption of this Agreement and approval of the JPFI Stockholder ApprovalMerger by the holders of a majority of the shares of Company Common Stock outstanding on the record date for the Stockholders Meeting. This Agreement has been, and the Support Agreement and Option Agreements will be, been duly executed and delivered by JPFI (and, in the case of this Agreement, by Merger Sub) Company and, assuming the due authorization, execution and delivery thereof by RSIexecution, constitute (or will con- stitute, as the case may be) the legal, valid and binding obli- gation of JPFI (and, in the case of this Agreement, Merger Sub), enforceable against JPFI (and, in the case of this Agree- ment, Merger Sub) in accordance with their terms. The execu- tion and delivery of this Agreement does by Parent and Merger Sub, constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as enforcement thereof may be limited by (i) bankruptcy, insolvency, reorganization, moratorium and similar laws, both state and federal, affecting the enforcement of creditors' rights or remedies in general as from time to time in effect or (ii) the exercise by courts of equity powers. The execution and delivery of this Agreement by the Company do not, and the execution and delivery of consummation by the Option Agreements and the consummation Company of the transactions contemplated hereby and thereby by this Agreement and compliance by the Company with the provisions of this Agreement, the Support 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 termina- tiontermination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien pledge, adverse claim, lien, charge, encumbrance or security interest of any kind or nature whatsoever (collectively, "Liens") in or upon any of the properties or assets of JPFI or the Company under any provision of its subsidiaries or (assuming the consummation of the transactions contemplated hereby without giving effect to Section 1.7) in any restriction on the conduct of JPFI's business or operations under, (i) the JPFI Restated Certificate of Incorporation or Bylaws of the by-laws of JPFI or the comparable orga- nizational documents of any of its subsidiariesCompany, (ii) any loan or credit agreement, note, bond, mortgage, indenture, trust document, lease or other agreement, instrument, permit, conces- sionconcession, franchise, franchise or license or similar authorization applicable to JPFI the Company or any of its subsidiaries or their respective properties or assets and to which the Company is a party as of the date of this Agreement or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judg- ment, order, decree, (A) statute, law, ordinance, rule or regula- tion regulation applicable to JPFI the Company or any of (B) judgment, order or decree applicable to the Company or its subsidiaries or their respective properties or assets, other than, in the case of clauses clause (ii) and clause (iiiiii)(A), any such conflicts, violations, de- faultsdefaults, rights, losses, restrictions losses or Liens that individually or in the aggregate would not (x) have a material adverse ef- fect effect on JPFI or the Company, (y) reasonably be expected to impair in any material respect the abil- ity ability of JPFI or Merger Sub the Company to perform its obligations under this Agreement Agreement, or (and, in z) prevent or materially delay the case consummation of JPFI individually, under any of the Option Agreements and the Support transactions contemplated by this Agreement). No consent, ap- provalapproval, order or authorization of, action by, or in respect of, or registration, declaration or filing with, any third party, including any federal, state or local government or any court, administrative agency or commission or other governmental authority or agency, domestic or foreign (a "Governmental Entity Entity"), is required to be made or obtained by the Company at or with respect to JPFI or any of its subsidiaries before the Effective Time in connection with the execution and delivery of this Agreement by JPFI and Merger Sub, or the execution and delivery by JPFI of the Option Agreements and the Support Agreement, Company or the consummation by JPFI or Merger Sub the Company of the transactions contemplated hereby or therebyby this Agreement, except for (1) the filing of a pre-merger premerger notification and report form by JPFI the Company under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act; ") and any applicable filings under the antitrust laws of any foreign country, (2) the filing with the SEC Securities and Exchange Commission (the "SEC") of (A) the Joint Proxy Statement a proxy statement relating to the JPFI Stockholders Meetingadoption and approval by the Company's stockholders of this Agreement and approval by the Company's stockholders of the Merger (as amended or supplemented from time to time, (Bthe "Proxy Statement") the Form S-4 and (C) such reports under Section 13(athe Securities Exchange Act of 1934, as amended (the "Exchange Act"), 13(d), 15(d) or 16(a) of the Exchange Act as may be required in con- nection connection with this Agreement and the Option Agreements and the transactions contemplated hereby and thereby; by this Agreement, (3) the filing of the Certificate of Merger with the Delaware Secretary of State of Dela- ware and appropriate documents with the relevant authorities of other states in which JPFI the Company is qualified to do business business, and such filings with Governmental Entities to satisfy the applicable requirements of state securities or "blue sky" laws; (4) such filings with and approvals of the NYSE to permit the shares of JPFI Common Stock that are to be issued in the Merger and under the RSI Stock Plans to be listed on the NYSE; and (5) such con- sentsother consents, approvals, orders orders, authorizations, registrations, declarations and filings, which if not obtained or authorizations the failure of which to be made or obtained made, would not, individually or in the aggregate would not (x) aggregate, have a material adverse effect on JPFI the Company or (y) reason- ably be expected to impair prevent or materially delay the ability consummation of JPFI or Merger Sub to perform its obligations under any of the transactions contemplated by this Agreement.

Authority; Noncontravention. Each of JPFI the Sellers and Merger Sub PMSI has all the requisite corporate power and authority to enter into this Agreement, Agreement and JPFI has all requisite corporate power and authority to enter into the Option Agreements and the Support Agreement and, subject to the JPFI Stockholder Approval (as defined in Section 3.2(l)), to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery of this Agreement by each of JPFI the Sellers and Merger Sub, and the execu- tion and delivery of the Option Agreements and the Support Agreement by JPFI PMSI and the consummation by JPFI each of the Sellers and Merger Sub PMSI of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of JPFI and Merger Sub, subject, in the case each of the Merger and the issuance of JPFI Common Stock in connection with the Merger, to the JPFI Stockholder Approvalthem. This Agreement has been, and the Support Agreement and Option Agreements will be, been duly executed and delivered by JPFI each of the Sellers and PMSI and (and, in the case of this Agreement, by Merger Sub) and, assuming the due authorization, execution and delivery thereof by RSI, constitute (or will con- stitute, as the case may beAcquiror) the legal, constitutes a valid and binding obli- gation obligation of JPFI (and, in the case each of this Agreement, Merger Sub)them, enforceable against JPFI (and, in each of the case of this Agree- ment, Merger Sub) Sellers and PMSI in accordance with their its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors' rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. The execu- tion Except as set forth in Section 3.1(e) of the PMSI Disclosure Schedule, the execution and delivery of this Agreement does not, and the execution and delivery consummation by each of the Option Agreements Sellers and the consummation PMSI of the transactions contemplated hereby and thereby by this Agreement and compliance by the each of the Sellers and PMSI with the provisions of this Agreement, the Support Agreement and the Option Agreements 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 termina- tiontermination, 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 JPFI or any of its subsidiaries or (assuming the consummation of the transactions contemplated hereby without giving effect to Section 1.7) in any restriction on the conduct of JPFI's business or operations under, (i) the JPFI Certificate certificate of incorporation or the by-laws of JPFI or the comparable orga- nizational charter or organizational documents of PMSI or any of its subsidiariesPMSI's subsidiaries (including, without limitation, any of the Transferred Subsidiaries and any of the Belgian Subsidiaries), (ii) any loan or credit agreement, note, note purchase agreement, bond, mortgage, indenture, trust document, lease or any other contract, agreement, instrument, permit, conces- sionconcession, franchise, franchise or license or similar authorization applicable to JPFI which PMSI or any of its subsidiaries (including, without limitation, any of the Transferred Subsidiaries and any of the Belgian Subsidiaries) is a party or by which PMSI or any of its subsidiaries (including, without limitation, any of the Transferred Subsidiaries and any of the Belgian 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 judg- mentjudgment, order, decree, statute, law, ordinance, rule or regula- tion applicable to JPFI 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, de- faults, rights, losses, restrictions or Liens that individually or in the aggregate would not (x) have a material adverse ef- fect on JPFI or (y) reasonably be expected to impair the abil- ity of JPFI or Merger Sub to perform its obligations under this Agreement (and, in the case of JPFI individually, under the Option Agreements and the Support Agreement). No consent, ap- proval, 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 JPFI or any of its subsidiaries in connection with the execution and delivery of this Agreement by JPFI and Merger Sub, or the execution and delivery by JPFI of the Option Agreements and the Support Agreement, or the consummation by JPFI or Merger Sub of the transactions contemplated hereby or thereby, except for (1) the filing of a pre-merger notification and report form by JPFI under the HSR Act; (2) the filing with the SEC of (A) the Joint Proxy Statement relating to the JPFI Stockholders Meeting, (B) the Form S-4 and (C) such reports under Section 13(a), 13(d), 15(d) or 16(a) of the Exchange Act as may be required in con- nection with this Agreement and the Option Agreements and the transactions contemplated hereby and thereby; (3) the filing of the Certificate of Merger with the Secretary of State of Dela- ware and appropriate documents with the relevant authorities of other states in which JPFI is qualified to do business and such filings with Governmental Entities to satisfy the applicable requirements of state securities or "blue sky" laws; (4) such filings with and approvals of the NYSE to permit the shares of JPFI Common Stock that are to be issued in the Merger and under the RSI Stock Plans to be listed on the NYSE; and (5) such con- sents, 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 JPFI or (y) reason- ably be expected to impair the ability of JPFI or Merger Sub to perform its obligations under this Agreement.,

Authority; Noncontravention. Each of JPFI and Merger Sub ACIA has all requisite corporate power and authority to enter into this Agreement, Agreement and JPFI has all requisite corporate power and authority to enter into the Option Agreements and the Support Agreement and, subject to the JPFI Stockholder Approval (as defined in Section 3.2(l)), to consummate the transactions contemplated hereby and therebyby this Agreement. The execution and delivery of this Agreement by each of JPFI and Merger Sub, and the execu- tion and delivery of the Option Agreements and the Support Agreement by JPFI ACIA and the consummation by JPFI and Merger Sub ACIA of the transactions contemplated hereby and thereby by this Agreement have been duly authorized by all necessary corporate action on the part of JPFI and Merger Sub, subject, in the case of the Merger and the issuance of JPFI Common Stock in connection with the Merger, to the JPFI Stockholder ApprovalACIA. This Agreement has been, and the Support Agreement and Option Agreements will be, been duly executed and delivered by JPFI (and, in the case of this Agreement, by Merger Sub) and, assuming the due authorization, execution ACIA and delivery thereof by RSI, constitute (or will con- stitute, as the case may be) the legal, constitutes valid and binding obli- gation obligations of JPFI (and, in the case of this Agreement, Merger Sub)ACIA, enforceable against JPFI (and, in the case of this Agree- ment, Merger Sub) ACIA in accordance with their its terms. The execu- tion execution and delivery of this Agreement does not, and the execution and delivery of the Option Agreements and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions of this Agreement, the Support Agreement and the Option Agreements hereof will not, conflict with, breach, 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 termina- tiontermination, 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 JPFI or any of its subsidiaries or (assuming the consummation of the transactions contemplated hereby without giving effect to Section 1.7) in any restriction on the conduct of JPFI's business or operations ACIA under, (i) the JPFI Certificate or the by-laws of JPFI or the comparable orga- nizational documents of any of its subsidiariescharter documents, (ii) any loan or credit agreement, note, bond, mortgage, indenture, trust document, lease or other agreement, instrument, permit, conces- sionconcession, franchise, franchise or license directly or similar authorization indirectly applicable to JPFI or any of its subsidiaries or their respective properties or assets ACIA, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judg- ment, order, decree, statute, law, ordinance, rule Order or regula- tion Law directly or indirectly applicable to JPFI or any of its subsidiaries or their respective properties or assets, ACIA other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, de- faultsdefaults, rights, losses, restrictions losses or Liens that individually or in the aggregate would -18- could not (x) have a material adverse ef- fect on JPFI or (y) be reasonably be expected to impair the abil- ity of JPFI or Merger Sub to perform its obligations under this Agreement (and, in the case of JPFI individually, under the Option Agreements and the Support Agreement)have an ACIA MAE. No consent, ap- provalapproval, order 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 JPFI ACIA or any of its subsidiaries Subsidiaries in connection with the execution and delivery of this Agreement by JPFI and Merger Sub, or the execution and delivery by JPFI of the Option Agreements and the Support Agreement, ACIA or the consummation by JPFI or Merger Sub ACIA of the transactions contemplated hereby or therebyhereby, except for (1) the filing of a pre-merger notification and report form by JPFI under the HSR Act; (2) the filing with the SEC of (A) the Joint Proxy Statement relating to the JPFI Stockholders Meeting, (B) the Form S-4 and (C) such reports under Section 13(a), 13(d), 15(d) or 16(a) of the Exchange Act as may be required in con- nection connection with this Agreement and the Option Agreements and the transactions contemplated hereby and therebyhereby; (32) the filing of the Certificate Certificates of Merger with the Secretary Pennsylvania and Georgia Secretaries of State of Dela- ware and appropriate documents with the relevant authorities of other states in which JPFI ACIA is qualified to do business and such filings with Governmental Entities to satisfy the applicable requirements of state franchise, securities or "blue sky" laws; (3) such other filings and consents as may be required under any Environmental Law pertaining to any notification, disclosure or required approval necessitated by the Merger or the transactions contemplated by this Agreement; and (4) such filings with and approvals of the NYSE to permit the shares of JPFI Common Stock that are to be issued in the Merger and under the RSI Stock Plans to be listed on the NYSE; and (5) such con- sentsconsents, approvals, orders Orders or authorizations the failure of which to be made or obtained could not reasonably be expected, individually or in the aggregate would not (x) aggregate, to have a material adverse effect on JPFI or (y) reason- ably be expected to impair the ability of JPFI or Merger Sub to perform its obligations under this Agreementan ACIA MAE.

Authority; Noncontravention. Each of JPFI and Merger Sub The Company has all the requisite ---------------------------- corporate power and authority to enter into this Agreement, and JPFI has all requisite corporate power and authority to enter into the Option Agreements and the Support Agreement and, subject to approval of this Agreement by the JPFI Stockholder Approval (as defined in Section 3.2(l))holders of a majority of the outstanding shares of Company Common Stock, to consummate the transactions contemplated hereby and therebyby this Agreement. The execution and delivery of this Agreement by each of JPFI and Merger Sub, and the execu- tion and delivery of the Option Agreements and the Support Agreement by JPFI Company and the consummation by JPFI and Merger Sub the Company of the transactions contemplated hereby and thereby by this Agreement have been duly authorized by all necessary corporate action on the part of JPFI and Merger Subthe Company, subject, in the case of the Merger and the issuance of JPFI Common Stock in connection with the Merger, to the JPFI Stockholder Approval. This Agreement has been, and the Support Agreement and Option Agreements will be, duly executed and delivered by JPFI (and, in the case of this Agreement, to approval of this Agreement by Merger Sub) the holders of a majority of the outstanding shares of Company Common Stock. This Agreement has been duly executed and delivered by the Company and, assuming this Agreement constitutes the due authorization, execution and delivery thereof by RSI, constitute (or will con- stitute, as the case may be) the legal, valid and binding obli- gation obligation of JPFI (andParent and Sub, in constitutes the case valid and binding obligation of this Agreement, Merger Sub)the Company, enforceable against JPFI (and, in the case of this Agree- ment, Merger Sub) Company in accordance with their its terms, except that (i) such enforcement may be subject to the matters set forth in the last sentence of Section 9.04 and to bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally and (ii) the remedy of specific performance and injunctive relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The execu- tion execution and delivery of this Agreement does do not, and the execution and delivery of the Option Agreements and the consummation of the transactions contemplated hereby and thereby by this Agreement (including the changes in the composition of the Board of Directors of the Company) and compliance with the provisions of this Agreement, the Support 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 termina- tiontermination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien lien upon any of the properties or assets of JPFI the Company or any of its subsidiaries or (assuming the consummation of the transactions contemplated hereby without giving effect to Section 1.7) in any restriction on the conduct of JPFI's business or operations under, (i) the JPFI Certificate Amended and Restated Articles of Incorporation or the by-laws of JPFI the Company or the comparable orga- nizational charter or organizational documents of any of its subsidiaries, (ii) any loan or credit agreementother than contingent severance agreements, noteseverance plans, bondemployment agreements, mortgagetax withholding rights, indenture, trust document, lease or other agreement, instrument, permit, conces- sion, franchise, license or similar authorization applicable to JPFI or any of its subsidiaries or their respective properties or assets or (iii) stock options and stock grant agreements and subject to the governmental filings and other matters referred to in the following sentence, any judg- mentloan or credit agreement (except the Loan Agreement dated as of August 21, order1992, decreeamong the Company, statutethe banks named therein and Bank of America National Trust and Savings Association, lawas Agent, ordinanceas amended), rule note, bond, mortgage, indenture (except the Senior Subordinated Indenture dated August 15, 1992, between the Company and First Trust National Association), lease or regula- tion other agreement (other than understandings and business arrangements relating to projects in Missouri and Windsor, Canada), instrument, permit, concession, franchise or license applicable to JPFI the Company or any of its subsidiaries or their respective properties or assets, other than, in the case of clauses assets (iiincluding all agreements described pursuant to Section 4.01(v)) and (iii), any such conflicts, violations, de- faults, rights, losses, restrictions or Liens that individually or in the aggregate would not (x) have a material adverse ef- fect on JPFI or (y) reasonably be expected to impair the abil- ity of JPFI or Merger Sub to perform its obligations under this Agreement (and, in the case of JPFI individually, under the Option Agreements and the Support Agreement). No consent, ap- proval, 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 JPFI or any of its subsidiaries in connection with the execution and delivery of this Agreement by JPFI and Merger Sub, or the execution and delivery by JPFI of the Option Agreements and the Support Agreement, or the consummation by JPFI or Merger Sub of the transactions contemplated hereby or thereby, except for (1) the filing of a pre-merger notification and report form by JPFI under the HSR Act; (2) the filing with the SEC of (A) the Joint Proxy Statement relating to the JPFI Stockholders Meeting, (B) the Form S-4 and (C) such reports under Section 13(a), 13(d), 15(d) or 16(a) of the Exchange Act as may be required in con- nection with this Agreement and the Option Agreements and the transactions contemplated hereby and thereby; (3) the filing of the Certificate of Merger with the Secretary of State of Dela- ware and appropriate documents with the relevant authorities of other states in which JPFI is qualified to do business and such filings with Governmental Entities to satisfy the applicable requirements of state securities or "blue sky" laws; (4) such filings with and approvals of the NYSE to permit the shares of JPFI Common Stock that are to be issued in the Merger and under the RSI Stock Plans to be listed on the NYSE; and (5) such con- sents, 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 JPFI or (y) reason- ably be expected to impair the ability of JPFI or Merger Sub to perform its obligations under this Agreement.or

Authority; Noncontravention. Each of JPFI and Merger Sub (a) The Company has all requisite necessary corporate power and corporate authority to enter into execute and deliver this Agreement, and JPFI has all requisite corporate power and authority to enter into the Option Agreements Agreement and the Support Agreement and, subject other Transaction Documents and to the JPFI Stockholder Approval (as defined in Section 3.2(l)), perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyTransactions. The execution, delivery and performance by the Company of this Agreement and the other Transaction Documents, and the consummation by it of the Transactions, have been duly authorized by the Board and no other corporate action on the part of the Company is necessary to authorize the execution, delivery and performance by the Company of this Agreement and the other Transaction Documents and the consummation by it of the Transactions. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the Purchaser, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (i) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar Laws of general application affecting or relating to the enforcement of creditors’ rights generally and (ii) is subject to general principles of equity, whether considered in a proceeding at law or in equity (the “Bankruptcy and Equity Exception”). (b) Neither the execution and delivery of this Agreement or the other Transaction Documents by each of JPFI and Merger Subthe Company, and the execu- tion and delivery of the Option Agreements and the Support Agreement by JPFI and nor the consummation by JPFI and Merger Sub the Company of the transactions contemplated hereby and thereby have been duly authorized Transactions, nor performance or compliance by all necessary corporate action on the part of JPFI and Merger Sub, subject, in the case Company with any of the Merger terms or provisions hereof or thereof, will (i) conflict with or violate any provision of (A) the Company Charter Documents or (B) the similar organizational documents of any of the Company’s Subsidiaries or (ii) assuming that the authorizations, consents and approvals referred to in Section 3.04 are obtained prior to the Initial Closing Date with respect to Section 3.04(a) or prior to the Additional Closing Date with respect to the remainder of Section 3.04 and the issuance of JPFI Common Stock filings referred to in connection with the Merger, Section 3.04 are made and any waiting periods thereunder have terminated or expired prior to the JPFI Stockholder Approval. This Agreement has beenInitial Closing Date, and (x) violate any Law or Judgment applicable to the Support Agreement and Option Agreements will be, duly executed and delivered by JPFI Company or any of its Subsidiaries or (and, in the case of this Agreement, by Merger Suby) and, assuming the due authorization, execution and delivery thereof by RSI, violate or constitute a default (or will con- stituteconstitute an event which, as the case may be) the legal, valid and binding obli- gation of JPFI (and, in the case of this Agreement, Merger Sub), enforceable against JPFI (and, in the case of this Agree- ment, Merger Sub) in accordance with their terms. The execu- tion and delivery of this Agreement does not, and the execution and delivery of the Option Agreements and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions of this Agreement, the Support 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, time or both, would violate or constitute a default) under, result in the termination of or give rise to a right of termina- tion, termination or cancellation or acceleration of any obligation or loss of a benefit under, or result in the creation loss of any Lien upon benefit or require a payment or incur a penalty under, any of the properties terms or assets provisions of JPFI or any of its subsidiaries or (assuming the consummation of the transactions contemplated hereby without giving effect to Section 1.7) in any restriction on the conduct of JPFI's business or operations under, (i) the JPFI Certificate or the by-laws of JPFI or the comparable orga- nizational documents of any of its subsidiaries, (ii) any loan or credit agreement, indenture, debenture, note, bond, mortgage, indenturedeed of trust, trust documentlease, lease sublease, license, contract or other agreementagreement (each, instrument, permit, conces- sion, franchise, license or similar authorization applicable a “Contract”) to JPFI which the Company or any of its subsidiaries Subsidiaries is a party or their respective properties or assets or (iii) subject to accelerate the governmental filings and other matters referred to in the following sentenceCompany’s or, any judg- mentif applicable, order, decree, statute, law, ordinance, rule or regula- tion applicable to JPFI or any of its subsidiaries or their respective properties or assetsSubsidiaries’ obligations under any such Contract, other thanexcept, in the case of clauses clause (i)(B) and clause (ii) and (iii), any such conflictsas would not, violations, de- faults, rights, losses, restrictions or Liens that individually or in the aggregate would not (x) have a material adverse ef- fect on JPFI or (y) aggregate, reasonably be expected to impair have a Material Adverse Effect and except that the abil- ity of JPFI or Merger Sub Company shall be required to perform its obligations under this Agreement (and, in the case of JPFI individually, under the Option Agreements and the Support Agreement). No consent, ap- proval, 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 pay a termination fee to JPFI or any of its subsidiaries KKR Classic Investors LLC in connection with the execution and delivery of this Agreement by JPFI and Merger Sub, or the execution and delivery by JPFI termination of the Option Agreements Investment Agreement dated as of June 8, 2017, between the Company and KKR Classic Investors LLC (the Support “KKR Investment Agreement, or the consummation by JPFI or Merger Sub ”). The KKR Investment Agreement has been validly terminated in accordance with its terms and is of the transactions contemplated hereby or thereby, except for no further force and effect. (1c) the filing of The Board has adopted a pre-merger notification and report form by JPFI under the HSR Act; (2) the filing with the SEC of (A) the Joint Proxy Statement relating to the JPFI Stockholders Meeting, (B) the Form S-4 and (C) such reports resolution under Section 13(a), 13(d), 15(d) or 16(a203(a)(1) of the Exchange Act as may DGCL, approving the acquisition of the Series A Preferred Stock (including the underlying Common Stock) by the Purchaser or any Specified Affiliates pursuant to this Agreement, provided that (i) the continuing effectiveness of such resolution is dependent upon the continuing effectiveness of this Agreement, (ii) such resolution shall be required in con- nection with automatically revoked without further action of the Board if this Agreement and is terminated prior to the Option Agreements and the transactions contemplated hereby and thereby; (3) the filing completion of the Certificate of Merger with the Secretary of State of Dela- ware Additional Closing and appropriate documents with the relevant authorities of other states in which JPFI is qualified to do business and such filings with Governmental Entities to satisfy the applicable requirements of state securities or "blue sky" laws; (4iii) such filings with and approvals resolution shall be irrevocable upon the completion of the NYSE to permit Additional Closing (the shares of JPFI Common Stock that are to be issued in the Merger and under the RSI Stock Plans to be listed on the NYSE; and (5) such con- sents, 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 JPFI or (y) reason- ably be expected to impair the ability of JPFI or Merger Sub to perform its obligations under this Agreement.“Section 203 Waiver”). Section 3.04

Authority; Noncontravention. Each of JPFI and Merger Sub HBO has all requisite corporate power and authority to enter into this Agreement, and JPFI HBO has all requisite corporate power and authority to enter into the Option Agreements and the Support Agreement and, subject to the JPFI HBO Stockholder Approval (as defined in Section 3.2(l)), to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement by each of JPFI and Merger Sub, HBO and the execu- tion execution and delivery of the Option Agreements and the Support Agreement by JPFI HBO and the consummation by JPFI and Merger Sub HBO of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of JPFI and Merger SubHBO, subject, in the case of the Merger and the issuance of JPFI Common Stock in connection with the Merger, to the JPFI HBO Stockholder Approval. This Agreement has been, and the Support Agreement and Option Agreements will be, duly executed and delivered by JPFI (and, in the case of this Agreement, by Merger Sub) HBO and, assuming the due authorization, execution and delivery thereof by RSIMcKesson, constitute (or will con- stituteconstitute, as the case may be) the legal, valid and binding obli- gation obligation of JPFI (and, in the case of this Agreement, Merger Sub)HBO, enforceable against JPFI (and, in the case of this Agree- ment, Merger Sub) HBO in accordance with their terms. The execu- tion execution and delivery of this Agreement does not, and the execution and delivery of the Option Agreements and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions of this Agreement, the Support 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 termina- tiontermination, 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 JPFI HBO or any of its subsidiaries or (assuming the consummation of the transactions contemplated hereby without giving effect to Section 1.7) in any restriction on the conduct of JPFIHBO's business or operations under, (i) the JPFI HBO Certificate or the by-laws of JPFI HBO or the comparable orga- nizational organizational documents of any of its subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, trust document, lease or other agreement, instrument, permit, conces- sionconcession, franchise, license or similar authorization applicable to JPFI HBO 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 judg- mentjudgment, order, decree, statute, law, ordinance, rule or regula- tion regulation applicable to JPFI HBO 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, de- faultsdefaults, rights, losses, restrictions or Liens that individually or in the aggregate would not (x) have a material adverse ef- fect effect on JPFI HBO or (y) reasonably be expected to impair the abil- ity ability of JPFI or Merger Sub HBO to perform its obligations under this Agreement (and, in the case of JPFI individually, under and the Option Agreements and the Support AgreementAgreements). No consent, ap- provalapproval, 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 JPFI HBO or any of its subsidiaries in connection with the execution and delivery of this Agreement by JPFI and Merger Sub, or the execution and delivery by JPFI of the Option Agreements and the Support Agreement, by HBO or the consummation by JPFI or Merger Sub HBO of the transactions contemplated hereby or thereby, except for (1) the filing of a pre-merger notification noti fication and report form by JPFI HBO under the HSR ActAct or filings or notifications under the antitrust, competition or similar laws of any foreign jurisdiction; (2) the filing with the SEC of (A) the Joint Proxy Statement relating to the JPFI Stockholders HBO Stockholders' Meeting, and (B) the Form S-4 and (C) such reports under Section 13(a), 13(d), 15(d) or 16(a) of the Exchange Act as may be required in con- nection connection with this Agreement and the Option Agreements and the transactions contemplated hereby and thereby; (3) the filing of the Certificate of Merger with the Secretary of State of Dela- ware Delaware and appropriate documents with the relevant authorities of other states in which JPFI HBO is qualified to do business and such filings with Governmental Entities to satisfy the applicable requirements of state securities or "blue sky" laws; and (4) such filings with and approvals of the NYSE to permit the shares of JPFI Common Stock that are to be issued in the Merger and under the RSI Stock Plans to be listed on the NYSE; and (5) such con- sentsconsents, 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 JPFI HBO or (y) reason- ably reasonably be expected to impair the ability of JPFI or Merger Sub HBO to perform its obligations under this Agreement.

Authority; Noncontravention. Each of JPFI and Merger Sub SkyTel has all the requisite corporate ---------------------------- power and authority to enter into this Agreement and, subject to receipt of SkyTel Stockholder Approval, to consummate the transactions contemplated by this Agreement, and JPFI . SkyTel has all the requisite corporate power and authority to enter into the Option Agreements Agreement and the Support Agreement and, subject to the JPFI Stockholder Approval (as defined in Section 3.2(l)), to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement by each of JPFI and Merger Sub, and the execu- tion and delivery of the Option Agreements and the Support Agreement by JPFI SkyTel and the consummation by JPFI and Merger Sub SkyTel of the transactions contemplated hereby by this Agreement and thereby the Option Agreement have been duly authorized by all necessary corporate action on the part of JPFI and Merger SubSkyTel, subject, in the case of the Merger and the issuance of JPFI Common Stock in connection with the Merger, to the JPFI receipt of SkyTel Stockholder Approval. This Agreement has been, and the Support Option Agreement and Option Agreements will be, have been duly executed and delivered by JPFI (and, in the case of this Agreement, by Merger Sub) SkyTel and, assuming the due authorization, execution and delivery thereof by RSIeach of the other parties hereto and thereto, constitute (or will con- stitute, as the case may be) the legal, valid and binding obli- gation obligations of JPFI (and, in the case of this Agreement, Merger Sub)SkyTel, enforceable against JPFI (and, in the case of this Agree- ment, Merger Sub) SkyTel in accordance with their terms. The execu- tion execution and delivery of this Agreement does and the Option Agreement do not, and the execution and delivery of the Option Agreements and the consummation of the transactions contemplated hereby by this Agreement and thereby the Option Agreement and compliance with the provisions of this Agreement, the Support Agreement hereof and the Option Agreements thereof 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 termina- tiontermination, cancellation cancelation 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 JPFI SkyTel or any of its subsidiaries or (assuming the consummation of the transactions contemplated hereby without giving effect to Section 1.7) in any restriction on the conduct of JPFI's business or operations Subsidiaries under, (i) the JPFI Restated Certificate of Incorporation or the byBy-laws of JPFI SkyTel or the comparable orga- nizational organizational documents of any of its subsidiariesSubsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, trust document, lease or other agreement, instrument, permit, conces- sionconcession, franchise, license or similar authorization applicable to JPFI SkyTel 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 judg- mentjudgment, order, decree, statute, law, ordinance, rule or regula- tion regulation applicable to JPFI SkyTel 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, de- faultsdefaults, rights, losses, restrictions losses or Liens that individually or in the aggregate would are not (x) reasonably likely to have a material adverse ef- fect Material Adverse Effect on JPFI or (y) reasonably be expected to impair the abil- ity of JPFI or Merger Sub to perform its obligations under this Agreement (and, in the case of JPFI individually, under the Option Agreements and the Support Agreement)SkyTel. No consent, ap- provalapproval, 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 JPFI SkyTel or any of its subsidiaries Subsidiaries in connection with the execution and delivery of this Agreement by JPFI and Merger Sub, or the execution and delivery Option Agreement by JPFI of the Option Agreements and the Support Agreement, SkyTel or the consummation by JPFI or Merger Sub SkyTel of the Merger or the other transactions contemplated hereby by this Agreement or therebythe Option Agreement, except for (1) the filing of a pre-merger premerger notification and report form by JPFI SkyTel 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) the Joint Proxy Statement a proxy statement relating to SkyTel Stockholders Meeting (such proxy statement, as amended or supplemented from time to time, the JPFI Stockholders Meeting"SkyTel Proxy Statement"), and (B) the Form S-4 and (C) such reports under Section 13(a), 13(d), 15(d) or 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as may be required in con- nection connection with this Agreement and Agreement, the Option Agreements Agreement and the transactions contemplated hereby and therebyby this Agreement or the Option Agreement; (3) the filing of the Certificate of Merger with the Delaware Secretary of State of Dela- ware and appropriate documents with the relevant authorities of other states in which JPFI SkyTel is qualified to do business and such filings with Governmental Entities to satisfy the applicable requirements of state securities or "blue sky" laws; (4) filings with and approvals of the Federal Communications Commission (the "FCC") as required under the Communications Act of 1934, as amended (the "Communications Act"), and the rules and regulations promulgated thereunder; (5) such filings with and approvals of the NYSE Nasdaq to permit the shares of JPFI SkyTel Common Stock that are to be issued in pursuant to the Merger and under the RSI Stock Plans Option Agreement to be listed traded on the NYSENasdaq; (6) filings with and approvals of any state public service commissions ("PUCs"), foreign telecommunications regulatory agencies or similar regulatory bodies as required by applicable statutes, laws, rules, ordinances and regulations; and (57) such con- sentsother consents, approvals, orders or authorizations the failure of which to be made or obtained individually or in the aggregate would is not (x) reasonably likely to have a material adverse effect Material Adverse Effect on JPFI or (y) reason- ably be expected to impair the ability of JPFI or Merger Sub to perform its obligations under this AgreementSkyTel.

Authority; Noncontravention. Each of JPFI McKesson and Merger Sub has all requisite corporate power and authority to enter into this Agreement, and JPFI McKesson has all requisite corporate power and authority to enter into the Option Agreements and the Support Agreement and, subject subject, to the JPFI McKesson Stockholder Approval (as defined in Section 3.2(l3.1(l)), to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement by each of JPFI McKesson and Merger Sub, and the execu- tion execution and delivery of the Option Agreements and the Support Agreement by JPFI McKesson and the consummation by JPFI McKesson and Merger Sub of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of JPFI McKesson and Merger Sub, subject, in the case of the Merger Merger, and the issuance of JPFI McKesson Common Stock in connection with the MergerMerger and the conversion of the Assumed Options, to the JPFI McKesson Stockholder Approval. This Agreement has been, and the Support Agreement and Option Agreements will be, duly executed and delivered by JPFI McKesson (and, in the case of this Agreement, by Merger Sub) and, assuming the due authorization, execution and delivery thereof by RSIHBO, constitute constitutes (or will con- stituteconstitute, as the case may be) the legal, valid and binding obli- gation obligation of JPFI McKesson (and, in the case of this Agreement, by Merger Sub), enforceable against JPFI McKesson (and, in the case of this Agree- mentAgreement, by Merger Sub) in accordance with their terms. The execu- tion execution and delivery of this Agreement does not, and the execution and delivery of the Option Agreements and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions of this Agreement, the Support 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 termina- tiontermination, 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 JPFI McKesson or any of its subsidiaries or (assuming the consummation of the transactions contemplated hereby without giving effect to Section 1.7) in any restriction on the conduct of JPFIMcKesson's business or operations under, (i) the JPFI McKesson Certificate or the by-laws of JPFI McKesson or the comparable orga- nizational organizational documents of any of its subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, trust document, lease or other agreement, instrument, permit, conces- sionconcession, franchise, license or similar authorization applicable to JPFI 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 judg- ment, order, decree, statute, law, ordinance, rule or regula- tion applicable to JPFI 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, de- faults, rights, losses, restrictions or Liens that individually or in the aggregate would not (x) have a material adverse ef- fect on JPFI or (y) reasonably be expected to impair the abil- ity of JPFI or Merger Sub to perform its obligations under this Agreement (and, in the case of JPFI individually, under the Option Agreements and the Support Agreement). No consent, ap- proval, 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 JPFI or any of its subsidiaries in connection with the execution and delivery of this Agreement by JPFI and Merger Sub, or the execution and delivery by JPFI of the Option Agreements and the Support Agreement, or the consummation by JPFI or Merger Sub of the transactions contemplated hereby or thereby, except for (1) the filing of a pre-merger notification and report form by JPFI under the HSR Act; (2) the filing with the SEC of (A) the Joint Proxy Statement relating to the JPFI Stockholders Meeting, (B) the Form S-4 and (C) such reports under Section 13(a), 13(d), 15(d) or 16(a) of the Exchange Act as may be required in con- nection with this Agreement and the Option Agreements and the transactions contemplated hereby and thereby; (3) the filing of the Certificate of Merger with the Secretary of State of Dela- ware and appropriate documents with the relevant authorities of other states in which JPFI is qualified to do business and such filings with Governmental Entities to satisfy the applicable requirements of state securities or "blue sky" laws; (4) such filings with and approvals of the NYSE to permit the shares of JPFI Common Stock that are to be issued in the Merger and under the RSI Stock Plans to be listed on the NYSE; and (5) such con- sents, 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 JPFI or (y) reason- ably be expected to impair the ability of JPFI or Merger Sub to perform its obligations under this Agreement.or

Authority; Noncontravention. Each of JPFI Parent and Merger Sub has all requisite necessary corporate power and authority to enter into execute and deliver this Agreement and to perform their respective obligations hereunder and to consummate the Transactions. The execution, delivery and performance by Parent and Merger Sub of this Agreement, and JPFI has all requisite the consummation by Parent and Merger Sub of the Transactions, have been duly authorized and approved by their respective Boards of Directors (and prior to the Effective Time will be adopted by Parent as the sole shareholder of Merger Sub) and no other corporate power action on the part of Parent and authority Merger Sub is necessary to enter into authorize the Option Agreements execution, delivery and performance by Parent and Merger Sub of this Agreement and the Support consummation by them of the Transactions. This Agreement has been duly executed and delivered by Parent and Merger Sub and, assuming due authorization, execution and delivery hereof by the Company, constitutes a legal, valid and binding obligation of each of Parent and Merger Sub, enforceable against each of them in accordance with its terms, subject to the JPFI Stockholder Approval (as defined in Section 3.2(l)), to consummate Bankruptcy and Equity Exception. Neither the transactions contemplated hereby and thereby. The execution and delivery of this Agreement by each of JPFI Parent and Merger Sub, and the execu- tion and delivery of the Option Agreements and the Support Agreement by JPFI and nor the consummation by JPFI and Parent or Merger Sub of the transactions contemplated hereby and thereby have been duly authorized Transactions, nor compliance by all necessary corporate action on the part of JPFI and Parent or Merger Sub, subject, in the case Sub with any of the terms or provisions hereof, will (i) conflict with or violate any provision of the certificate of incorporation or bylaws of Parent or the articles of incorporation or bylaws of Merger Sub or (ii) assuming that the authorizations, consents and approvals referred to in Section 4.3 are obtained and the issuance filings referred to in Section 4.3 are made, (x) violate any Law, judgment, writ or injunction of JPFI Common Stock in connection with the Mergerany Governmental Authority applicable to Parent or any of its Subsidiaries or any of their respective properties or assets, to the JPFI Stockholder Approval. This Agreement has been, and the Support Agreement and Option Agreements will be, duly executed and delivered by JPFI or (and, in the case of this Agreement, by Merger Suby) and, assuming the due authorization, execution and delivery thereof by RSI, constitute (or will con- stitute, as the case may be) the legal, valid and binding obli- gation of JPFI (and, in the case of this Agreement, Merger Sub), enforceable against JPFI (and, in the case of this Agree- ment, Merger Sub) in accordance with their terms. The execu- tion and delivery of this Agreement does not, and the execution and delivery of the Option Agreements and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions of this Agreement, the Support Agreement and the Option Agreements will notviolate, conflict with, or result in the loss of any violation ofbenefit under, or constitute a default (or an event which, with or without notice or lapse of time, or both, would constitute a default) under, result in the termination of or give rise to a right of termina- tiontermination or cancellation under, cancellation or acceleration of any obligation or loss of a benefit underaccelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of JPFI of, Parent or Merger Sub or any of its subsidiaries or (assuming the consummation their respective Subsidiaries under, any of the transactions contemplated hereby without giving effect to Section 1.7) in any restriction on the conduct of JPFI's business terms, conditions or operations under, (i) the JPFI Certificate or the by-laws of JPFI or the comparable orga- nizational documents provisions of any of its subsidiariesContract to which Parent, (ii) any loan or credit agreement, note, bond, mortgage, indenture, trust document, lease or other agreement, instrument, permit, conces- sion, franchise, license or similar authorization applicable to JPFI Merger Sub or any of its subsidiaries their respective Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judg- ment, order, decree, statute, law, ordinance, rule or regula- tion applicable to JPFI or any of its subsidiaries or their respective properties or assets, other thanaffected except, in the case of clauses clause (ii) and (iii), any for such conflicts, violations, de- faults, rightsconflicts, losses, restrictions defaults, terminations, cancellations, accelerations or Liens that as, individually or in the aggregate aggregate, would not (x) have a material adverse ef- fect on JPFI or (y) reasonably be expected to prevent or materially delay or materially impair the abil- ity ability of JPFI Parent or Merger Sub to perform its obligations under this Agreement consummate the Transactions (and, in the case of JPFI individually, under the Option Agreements and the Support Agreementa "Parent Material Adverse Effect"). No consent, ap- proval, 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 JPFI or any of its subsidiaries in connection with the execution and delivery of this Agreement by JPFI and Merger Sub, or the execution and delivery by JPFI of the Option Agreements and the Support Agreement, or the consummation by JPFI or Merger Sub of the transactions contemplated hereby or thereby, except for (1) the filing of a pre-merger notification and report form by JPFI under the HSR Act; (2) the filing with the SEC of (A) the Joint Proxy Statement relating to the JPFI Stockholders Meeting, (B) the Form S-4 and (C) such reports under Section 13(a), 13(d), 15(d) or 16(a) of the Exchange Act as may be required in con- nection with this Agreement and the Option Agreements and the transactions contemplated hereby and thereby; (3) the filing of the Certificate of Merger with the Secretary of State of Dela- ware and appropriate documents with the relevant authorities of other states in which JPFI is qualified to do business and such filings with Governmental Entities to satisfy the applicable requirements of state securities or "blue sky" laws; (4) such filings with and approvals of the NYSE to permit the shares of JPFI Common Stock that are to be issued in the Merger and under the RSI Stock Plans to be listed on the NYSE; and (5) such con- sents, 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 JPFI or (y) reason- ably be expected to impair the ability of JPFI or Merger Sub to perform its obligations under this Agreement.

Authority; Noncontravention. Each of JPFI and Merger Sub (a) BB has all requisite corporate power and authority to enter into this Agreement, and JPFI has all requisite corporate power and authority to enter into the Option Agreements Agreement and the Support Agreement Other Agreements to which it is a party and, subject to receipt of the JPFI Stockholder Approval (as defined in Section 3.2(l))BB Shareholder Approval, to consummate the transactions contemplated hereby by this Agreement and therebythe Other Agreements to which it is a party. The execution and delivery of this Agreement by each of JPFI and Merger Sub, and the execu- tion and delivery of the Option Other Agreements and the Support Agreement to which it is a party by JPFI BB and the consummation by JPFI and Merger Sub of the transactions contemplated hereby by this Agreement and thereby the Other Agreements to which it is a party have been duly authorized by all necessary corporate action on the part of JPFI and Merger SubBB, subject, in the case subject to receipt of the Merger and the issuance of JPFI Common Stock in connection with the Merger, to the JPFI Stockholder Approval. This Agreement has been, and the Support Agreement and Option Agreements will be, duly executed and delivered by JPFI (and, BB Shareholder Approval in the case of this Agreement, . This Agreement and the Other Agreements to which it is a party have been duly executed and delivered by Merger Sub) BB and, assuming the due authorization, execution and delivery thereof of each such agreement by RSIthe counterparties thereto, constitute (or will con- stitute, as the case may be) the legal, each such agreement constitutes a valid and binding obli- gation obligation of JPFI (and, in the case of this Agreement, Merger Sub)BB as to BB's obligations therein, enforceable against JPFI (and, in the case of this Agree- ment, Merger Sub) BB in accordance with their its terms. The execu- tion execution and delivery of this Agreement does and the Other Agreements to which it is a party do not, and the execution and delivery of the Option Agreements and the consummation of the transactions contemplated hereby and thereby by, and compliance with the provisions of this Agreement, the Support Agreement and the Option Other Agreements to which it is a party by BB 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 termina- tiontermination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien lien upon any of the properties or assets of JPFI BB or any of its subsidiaries or (assuming the consummation of the transactions contemplated hereby without giving effect to Section 1.7) in any restriction on the conduct of JPFI's business or operations Subsidiaries under, (iA) the JPFI Certificate Memorandum of Association (or the byother organizational documents) and By-laws of JPFI or BB, in each case as amended to the date hereof or, except as set forth in Section 3.4 of the BB Disclosure Letter, the memorandum, the comparable orga- nizational organizational documents and bylaws of any of its subsidiariesBB's Subsidiaries, (iiB) except as set forth in Section 3.4 of the BB Disclosure Letter, any loan or credit agreement, note, bond, mortgage, indenture, trust document, lease or other agreement, instrument, permit, conces- sionconcession, franchise, franchise or license or similar authorization applicable to JPFI BB or any of its subsidiaries Subsidiaries or their respective properties or assets or (iiiC) subject to the governmental filings and other matters referred to in the following sentence, any judg- mentjudgment, order, decree, statute, law, ordinance, rule or regula- tion regulation applicable to JPFI BB or any of its subsidiaries Subsidiaries or their respective properties or assets, other than, in the case of clauses (iiB) and (iiiC), any such conflicts, violations, de- faultsdefaults, obligations, losses, rights, lossesliens, restrictions judgments, orders, decrees, statutes, laws, ordinances, rules or Liens that regulations that, individually or in the aggregate would aggregate, are not (x) reasonably likely to have a material adverse ef- fect Material Adverse Effect on JPFI or (y) reasonably be expected to impair the abil- ity of JPFI or Merger Sub to perform its obligations under this Agreement (and, in the case of JPFI individually, under the Option Agreements and the Support Agreement)BB. No consent, ap- provalapproval, 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 agency or commission or other governmental authority or agency, domestic or foreign, is required by or with respect to JPFI BB or any of its subsidiaries Subsidiaries in connection with the execution and delivery of this Agreement by JPFI and Merger Sub, or the execution and delivery by JPFI of the Option Agreements and the Support Agreement, Other Agreements to which it is a party by BB or the consummation by JPFI or Merger Sub BB of any of the transactions contemplated hereby or thereby, by this Agreement and the Other Agreements to which it is a party except for (1A) the filing of a pre-merger premerger notification and report form by JPFI BB under the HSR Act; (2B) the filing with the SEC of (A1) the Joint Proxy Statement Form S-4, (2) a proxy statement relating to the JPFI Stockholders MeetingBB Shareholders Meeting (such proxy statement, (Btogether with the proxy statement relating to the VA Shareholders Meeting and the prospectus relating to the issuance of the MINT Common Shares, in each case as amended or supplemented from time to time, the "Proxy Statement/Prospectus") the Form S-4 and (C3) such reports under Section 13(a), 13(d), 15(d) or 16(a) of the Exchange Act Act, as may be required in con- nection connection with this Agreement and Agreement, the Option Other Agreements to which it is a party and the transactions contemplated hereby and thereby; (3C) the filing with the applicable Registrars of the Certificate application for registration of Merger with the Secretary of State of Dela- ware order sanctioning the Scheme and appropriate such other documents with as are required by the relevant authorities of other states in which JPFI is qualified to do business BCA, and such filings with Governmental Entities or Regulatory Authorities to satisfy the applicable requirements of state securities or "blue sky" laws; (4D) such filings with and approvals of the NYSE to permit the shares of JPFI MINT Common Stock Shares that are to be issued in the Merger and under the RSI Stock Plans Scheme to be listed on the NYSE; (E) filings in respect of, and approvals and authorizations of, and, as applicable, the expiration of applicable waiting periods of Lloyd's and of Governmental and Regulatory Authorities in the U.K. and Canada (the "BB Designated Insurance Approvals"); and (5F) such con- sentsconsents, approvals, orders or authorizations the failure of which to be made or obtained obtained, individually or in the aggregate would aggregate, is not (x) reasonably likely to have a material adverse effect Material Adverse Effect on JPFI or (y) reason- ably be expected to impair the ability of JPFI or Merger Sub to perform its obligations under this AgreementBB.

Authority; Noncontravention. Each of JPFI Parent and Merger Sub has all requisite corporate power and authority to enter into this Agreement, and JPFI has have all requisite corporate power and authority to enter into the Option Operative Agreements and the Support Agreement and, subject to the JPFI Stockholder Approval (as defined in Section 3.2(l)), to consummate the transactions contemplated hereby and therebyby the Operative Agreements. The execution and delivery of this Agreement by each of JPFI and Merger Sub, and the execu- tion and delivery of the Option Operative Agreements and the Support Agreement by JPFI and the consummation by JPFI and Merger Sub of the transactions contemplated hereby 26 21 by the Operative Agreements, in each case by Parent and thereby Sub, as the case may be, have been duly authorized by all necessary corporate action on the part of JPFI Parent and Merger Sub, subject, in the case of the Merger and the issuance of JPFI Common Stock in connection with the Merger, to the JPFI Stockholder Approval. This Agreement has been, and the Support Agreement and Option The Operative Agreements will be, have been duly executed and delivered by JPFI (and, in the case of this Agreement, by Merger Parent and Sub) and, assuming the due authorization, execution and delivery thereof by RSI, constitute (or will con- stitute, as the case may be) , and, assuming that the legal, Operative Agreements constitute valid and binding obli- gation obligations of JPFI (andthe parties thereto other than Parent and Sub, in the case each constitutes a valid and binding obligation of this Agreement, Merger Sub)such party, enforceable against JPFI (and, in the case of this Agree- ment, Merger Sub) such party in accordance with their its terms. The execu- tion and delivery of this Agreement does not, and the execution and delivery of the Option Operative Agreements do not, and the consummation of the transactions contemplated hereby and thereby by the Operative Agreements and compliance with the provisions of this Agreement, the Support Agreement and the Option Operative Agreements will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termina- tiontermination, 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 JPFI Parent or any of its subsidiaries or (assuming the consummation of the transactions contemplated hereby without giving effect to Section 1.7) in any restriction on the conduct of JPFI's business or operations under, (i) the JPFI Certificate certificate of incorporation or the by-laws of JPFI Parent or Sub or the comparable orga- nizational charter or organizational documents of any other subsidiary of its subsidiariesParent, (ii) any loan or credit agreement, note, bond, mortgage, indenture, trust document, lease or other agreement, instrument, permit, conces- sionconcession, franchise, franchise or license or similar authorization applicable to JPFI Parent 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, any judg- mentjudgment, order, decree, statute, law, ordinance, rule or regula- tion regulation applicable to JPFI Parent, Sub or any other subsidiary of its subsidiaries Parent or their respective properties or assets, other than, in the case of clauses clause (ii) and (iii), any such conflicts, violations, de- faultsdefaults, rights, losses, restrictions rights or Liens that individually or in the aggregate would not (x) have a material adverse ef- fect effect on JPFI or Parent and its subsidiaries taken as a whole, (y) reasonably be expected to impair the abil- ity ability of JPFI or Merger Parent and Sub to perform its their respective obligations under this Agreement the Operative Agreements or (and, in z) prevent the case consummation of JPFI individually, under any of the Option Agreements and transactions contemplated by the Support Agreement)Operative Agreements. No consent, ap- provalapproval, 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 JPFI Parent, Sub or any other subsidiary of its subsidiaries Parent in connection with the execution and delivery of this Agreement the Operative Agreements by JPFI and Merger Parent or Sub, or as the execution and delivery by JPFI of the Option Agreements and the Support Agreementcase may be, or the consummation by JPFI Parent or Merger Sub Sub, as the case may be, of any of the transactions contemplated hereby or therebyby the Operative Agreements, except for (1) the filing of a pre-merger notification and report form by JPFI under the HSR Act; (2i) the filing with the SEC of (A) the Joint Proxy Statement relating to the JPFI Stockholders MeetingOffer Documents, (B) the Form S-4 and (C) such reports under Section 13(a), 13(d), 15(d) or 16(a) Sections 13 and 16 of the Exchange Act as may be required in con- nection connection with this Agreement and the Option Operative Agreements and the transactions contemplated hereby and thereby; by the Operative Agreements, (3ii) the filing of the Certificate Certificates of Merger with the Delaware Secretary of State and the Alabama Secretary of Dela- ware State and appropriate documents with the relevant authorities of other states in which JPFI Parent is qualified to do business and (iii) such other consents, approvals, orders, authorizations, registrations, declarations and filings with Governmental Entities to satisfy as may be required under the applicable requirements of state securities "takeover" or "blue sky" laws; (4) such filings with and approvals laws of the NYSE to permit the shares of JPFI Common Stock that are to be issued in the Merger and under the RSI Stock Plans to be listed on the NYSE; and (5) such con- sents, 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 JPFI or (y) reason- ably be expected to impair the ability of JPFI or Merger Sub to perform its obligations under this Agreementvarious states.

Authority; Noncontravention. Each of JPFI and Merger Sub Ascend has all requisite corporate power and authority to enter into this Agreement and, subject to the Ascend Stockholder Approval (as defined in Section 3.01(m)), to consummate the transactions contemplated by this Agreement, and JPFI . Ascend has all requisite corporate power and authority to enter into the Option Agreements Agreement and the Support Agreement and, subject to the JPFI Stockholder Approval (as defined in Section 3.2(l)), to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement by each of JPFI and Merger Sub, and the execu- tion and delivery of the Option Agreements and the Support Agreement by JPFI Ascend and the consummation by JPFI and Merger Sub Ascend of the transactions contemplated hereby by this Agreement and thereby the Option Agreement have been duly authorized by all necessary corporate action on the part of JPFI and Merger SubAscend, subject, in the case of the Merger and the issuance of JPFI Common Stock in connection with the Merger, to the JPFI Ascend Stockholder Approval. This Agreement has been, and the Support Option Agreement and Option Agreements will be, have been duly executed and delivered by JPFI (and, in the case of this Agreement, by Merger Sub) Ascend and, assuming the due authorization, execution and delivery thereof by RSIeach of the other parties thereto, constitute (or will con- stitute, as the case may be) the legal, valid and binding obli- gation obligations of JPFI (and, in the case of this Agreement, Merger Sub)Ascend, enforceable against JPFI (and, in the case of this Agree- ment, Merger Sub) Ascend in accordance with their terms. The execu- tion execution and delivery of this Agreement does and the Option Agreement do not, and the execution and delivery of the Option Agreements and the consummation of the transactions contemplated hereby by this Agreement and thereby the Option Agreement and compliance with the provisions of this Agreement, the Support Agreement and the Option Agreements 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 termina- tiontermination, cancellation cancelation 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 JPFI Ascend or any of its subsidiaries or (assuming the consummation of the transactions contemplated hereby without giving effect to Section 1.7) in any restriction on the conduct of JPFI's business or operations under, (i) the JPFI Certificate certificate of incorporation or the by-laws of JPFI Ascend or the comparable orga- nizational organizational documents of any of its subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, trust document, lease or other agreement, instrument, permit, conces- sionconcession, franchise, license or similar authorization applicable to JPFI Ascend 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 judg- mentjudgment, order, decree, statute, law, ordinance, rule or regula- tion regulation applicable to JPFI Ascend 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, de- faultsdefaults, rights, losses, restrictions losses or Liens that individually or in the aggregate would are not (x) reasonably likely to have a material adverse ef- fect effect on JPFI Ascend or (y) reasonably be expected likely to impair the abil- ity ability of JPFI or Merger Sub Ascend to perform its obligations under this Agreement (and, in the case of JPFI individually, under or the Option Agreements and the Support Agreement). No consent, ap- provalapproval, 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 JPFI Ascend or any of its subsidiaries in connection with the execution and delivery of this Agreement by JPFI and Merger Sub, or the execution and delivery Option Agreement by JPFI of the Option Agreements and the Support Agreement, Ascend or the consummation by JPFI or Merger Sub Ascend of the transactions contemplated hereby by this Agreement or therebythe Option Agreement, except for (1) the filing of a pre-merger premerger notification and report form by JPFI Ascend 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 laws and regulations; (2) the filing with the SEC of (A) the Joint Proxy Statement a proxy statement relating to the JPFI Ascend Stockholders MeetingMeeting (as defined in Section 5.01(b)) (such proxy statement, as amended or supplemented from time to time, the "Ascend Proxy Statement"), and (B) the Form S-4 and (C) such reports under Section 13(a), 13(d), 15(d) or 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as may be required in con- nection connection with this Agreement, the Option Agreement and the transactions contemplated by this Agreement and the Option Agreements and the transactions contemplated hereby and therebyAgreement; (3) the filing of the Certificate of Merger with the Delaware Secretary of State of Dela- ware and appropriate documents with the relevant authorities of other states in which JPFI Ascend is qualified to do business and such filings with Governmental Entities to satisfy the applicable requirements of state securities or "blue sky" laws; (4) such filings with and approvals of the NYSE The Nasdaq National Market ("Nasdaq") to permit the shares of JPFI Ascend Common Stock that are to be issued in pursuant to the Merger and under the RSI Stock Plans Option Agreement to be listed on the NYSENasdaq; and (5) such con- sentsconsents, approvals, orders or authorizations the failure of which to be made or obtained individually or in the aggregate would is not (x) reasonably likely to have a material adverse effect on JPFI Ascend. (e) SEC Documents; Undisclosed Liabilities. Ascend has filed all required reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) with the SEC since January 1, 1997 (the "Ascend SEC Documents"). As of their respective dates, the Ascend SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Ascend SEC Documents, and none of the Ascend SEC Documents when filed contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Ascend SEC Document has been revised or superseded by a later filed Ascend SEC Document, none of the Ascend SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of Ascend included in the Ascend SEC Documents comply as to form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of Ascend and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments). Except (i) as reflected in such financial statements or in the notes thereto or (yii) reason- ably be expected for liabilities incurred in connection with this Agreement or the Option Agreement or the transactions contemplated hereby or thereby, neither Ascend nor any of its subsidiaries has any liabilities or obligations of any nature which, individually or in the aggregate, are reasonably likely to impair the ability of JPFI or Merger Sub to perform its obligations under this Agreement.have a material adverse effect on Ascend. (f)

Authority; Noncontravention. (a) Each of JPFI and Merger Sub Investor has all requisite corporate necessary power and authority to enter into execute and deliver this Agreement, and JPFI has all requisite corporate power and authority to enter into the Option Agreements Agreement and the Support Agreement andother Transaction Documents, subject to the JPFI Stockholder Approval (as defined in Section 3.2(l)), perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyTransactions. The execution execution, delivery and delivery performance by each Investor of this Agreement by each of JPFI and Merger Sub, and the execu- tion and delivery of the Option Agreements and the Support Agreement by JPFI other Transaction Documents and the consummation by JPFI and Merger Sub each Investor of the transactions contemplated hereby and thereby Transactions have been duly authorized and approved by all necessary corporate action on the part of JPFI each Investor, and Merger Subno further action, subjectapproval or authorization by any of its stockholders, in partners, members or other equity owners, as the case may be, is necessary to authorize the execution, delivery and performance by each Investor of this Agreement and the other Transaction Documents and the consummation by each Investor of the Merger and the issuance of JPFI Common Stock in connection with the Merger, to the JPFI Stockholder ApprovalTransactions. This Agreement has been, and the Support Agreement and Option Agreements will be, other Transaction Documents have been duly executed and delivered by JPFI (and, in the case of this Agreement, by Merger Sub) each Investor and, assuming the due authorization, execution and delivery thereof by RSI, constitute (hereof or will con- stitutethereof, as applicable, by the case may be) the Company, constitutes a legal, valid and binding obli- gation obligation of JPFI (and, in the case of this Agreement, Merger Sub)each Investor, enforceable against JPFI (and, in the case of this Agree- ment, Merger Sub) it in accordance with their its terms. The execu- tion and delivery of this Agreement does not, and the execution and delivery of the Option Agreements and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions of this Agreement, the Support 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 termina- tion, 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 JPFI or any of its subsidiaries or (assuming the consummation of the transactions contemplated hereby without giving effect to Section 1.7) in any restriction on the conduct of JPFI's business or operations under, (i) the JPFI Certificate or the by-laws of JPFI or the comparable orga- nizational documents of any of its subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, trust document, lease or other agreement, instrument, permit, conces- sion, franchise, license or similar authorization applicable to JPFI or any of its subsidiaries or their respective properties or assets or (iii) subject to the governmental filings Bankruptcy and other matters referred to in the following sentence, any judg- ment, order, decree, statute, law, ordinance, rule or regula- tion applicable to JPFI or any of its subsidiaries or their respective properties or assets, other than, in the case of clauses Equity Exception. (iib) and (iii), any such conflicts, violations, de- faults, rights, losses, restrictions or Liens that individually or in the aggregate would not (x) have a material adverse ef- fect on JPFI or (y) reasonably be expected to impair the abil- ity of JPFI or Merger Sub to perform its obligations under this Agreement (and, in the case of JPFI individually, under the Option Agreements and the Support Agreement). No consent, ap- proval, 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 JPFI or any of its subsidiaries in connection with Neither the execution and delivery of this Agreement by JPFI and Merger Sub, or the execution and delivery other Transaction Documents by JPFI each Investor, nor the consummation of the Option Agreements Transactions by each Investor, nor performance or compliance by each Investor with any of the terms or provisions hereof or thereof, will (i) conflict with or violate any provision of the certificate or articles of incorporation, bylaws or other comparable charter or organizational documents of each Investor or (ii) assuming that the authorizations, consents and approvals referred to in Section 3.03 are obtained and the Support Agreementfilings referred to in Section 3.03 are made and any waiting periods with respect to such filings have terminated or expired, (x) violate any Law or the consummation by JPFI Judgment applicable to either Investor or Merger Sub any of their Subsidiaries or (y) violate or constitute a default (or constitute an event which, with notice or lapse of time or both, would violate or constitute a default) under any of the transactions contemplated hereby terms, conditions or therebyprovisions of any Contract to which either Investor or any of their Subsidiaries is a party or accelerate either Investor’s or any of its Subsidiaries’, except for if applicable, obligations under any such Contract, except, in the case of clause (1) the filing of a pre-merger notification and report form by JPFI under the HSR Act; (2) the filing with the SEC of (A) the Joint Proxy Statement relating to the JPFI Stockholders Meeting, (B) the Form S-4 and (C) such reports under Section 13(aii), 13(d)as would not, 15(d) or 16(a) of the Exchange Act as may be required in con- nection with this Agreement and the Option Agreements and the transactions contemplated hereby and thereby; (3) the filing of the Certificate of Merger with the Secretary of State of Dela- ware and appropriate documents with the relevant authorities of other states in which JPFI is qualified to do business and such filings with Governmental Entities to satisfy the applicable requirements of state securities or "blue sky" laws; (4) such filings with and approvals of the NYSE to permit the shares of JPFI Common Stock that are to be issued in the Merger and under the RSI Stock Plans to be listed on the NYSE; and (5) such con- sents, 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 JPFI or (y) reason- ably aggregate, reasonably be expected to impair the ability of JPFI or Merger Sub to perform its obligations under this Agreementhave an Investor Material Adverse Effect.

Authority; Noncontravention. Each of JPFI and Merger Sub The Investor has all requisite corporate necessary power and authority to enter into execute and deliver this Agreement, and JPFI has all requisite corporate power and authority to enter into the Option Agreements Agreement and the Support Agreement andother Transaction Documents, subject to the JPFI Stockholder Approval (as defined in Section 3.2(l)), perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyTransactions. The execution execution, delivery and delivery performance by the Investor of this Agreement by each of JPFI and Merger Sub, and the execu- tion and delivery of the Option Agreements and the Support Agreement by JPFI other Transaction Documents and the consummation by JPFI and Merger Sub the Investor of the transactions contemplated hereby and thereby Transactions have been duly authorized and approved by all necessary corporate action on the part of JPFI the Investor, and Merger Subno further action, subjectapproval or authorization by any of its stockholders, in partners, members or other equity owners, as the case may be, is necessary to authorize the execution, delivery and performance by the Investor of this Agreement and the other Transaction Documents and the consummation by the Investor of the Merger and the issuance of JPFI Common Stock in connection with the Merger, to the JPFI Stockholder ApprovalTransactions. This Agreement has beenbeen and at the Closing, and as applicable, the Support Agreement and Option Agreements other Transaction Documents will be, duly executed and delivered by JPFI (and, in the case of this Agreement, by Merger Sub) Investor and, assuming the due authorization, execution and delivery thereof hereof or thereof, as applicable, by RSIParent, constitute the Company and the other parties hereto or thereto, each constitutes (or will con- stitutein the case of the other Transaction Documents, as applicable, at the case may beClosing will constitute) the a legal, valid and binding obli- gation obligation of JPFI (and, in the case of this Agreement, Merger Sub)Investor, enforceable against JPFI (and, in the case of this Agree- ment, Merger Sub) it in accordance with their its terms. The execu- tion and delivery of this Agreement does not, and the execution and delivery of the Option Agreements and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions of this Agreement, the Support 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 termina- tion, 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 JPFI or any of its subsidiaries or (assuming the consummation of the transactions contemplated hereby without giving effect to Section 1.7) in any restriction on the conduct of JPFI's business or operations under, (i) the JPFI Certificate or the by-laws of JPFI or the comparable orga- nizational documents of any of its subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, trust document, lease or other agreement, instrument, permit, conces- sion, franchise, license or similar authorization applicable to JPFI or any of its subsidiaries or their respective properties or assets or (iii) subject to the governmental filings Bankruptcy and other matters referred to in the following sentence, any judg- ment, order, decree, statute, law, ordinance, rule or regula- tion applicable to JPFI 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, de- faults, rights, losses, restrictions or Liens that individually or in the aggregate would not (x) have a material adverse ef- fect on JPFI or (y) reasonably be expected to impair the abil- ity of JPFI or Merger Sub to perform its obligations under this Agreement (and, in the case of JPFI individually, under the Option Agreements and the Support Agreement)Equity Exception. No consent, ap- proval, 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 JPFI or any of its subsidiaries in connection with Neither the execution and delivery of this Agreement by JPFI and Merger Sub, or the execution and delivery other Transaction Documents by JPFI the Investor, nor the consummation of the Option Agreements Transactions by the Investor, nor performance or compliance by the Investor with any of the terms or provisions hereof or thereof, will (i) conflict with or violate any provision of the certificate or articles of incorporation, bylaws or other comparable charter or organizational documents of the Investor or (ii) assuming that the authorizations, consents and approvals referred to in Section 4.03 are obtained prior to the Closing Date and the Support Agreementfilings referred to in Section 4.03 are made and any waiting periods with respect to such filings have terminated or expired prior to the Closing Date, (x) violate any Law or Judgment applicable to the consummation by JPFI Investor or Merger Sub any of its Subsidiaries or (y) violate or constitute a default (or constitute an event which, with notice or lapse of time or both, would violate or constitute a default) under any of the transactions contemplated hereby terms, conditions or therebyprovisions of any Contract to which the Investor or any of its Subsidiaries is a party or accelerate the Investor’s or any of its Subsidiaries’, except for if applicable, obligations under any such Contract, except, in the case of clause (1) the filing of a pre-merger notification and report form by JPFI under the HSR Act; (2) the filing with the SEC of (A) the Joint Proxy Statement relating to the JPFI Stockholders Meeting, (B) the Form S-4 and (C) such reports under Section 13(aii), 13(d)as would not, 15(d) or 16(a) of the Exchange Act as may be required in con- nection with this Agreement and the Option Agreements and the transactions contemplated hereby and thereby; (3) the filing of the Certificate of Merger with the Secretary of State of Dela- ware and appropriate documents with the relevant authorities of other states in which JPFI is qualified to do business and such filings with Governmental Entities to satisfy the applicable requirements of state securities or "blue sky" laws; (4) such filings with and approvals of the NYSE to permit the shares of JPFI Common Stock that are to be issued in the Merger and under the RSI Stock Plans to be listed on the NYSE; and (5) such con- sents, 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 JPFI or (y) reason- ably aggregate, reasonably be expected to impair the ability of JPFI or Merger Sub to perform its obligations under this Agreementhave an Investor Material Adverse Effect.