Common use of Authority Relative to this Agreement; Non-Contravention Clause in Contracts

Authority Relative to this Agreement; Non-Contravention. The execution and delivery of this Agreement by PBI and the consummation by PBI of the transactions contemplated hereby have been duly authorized by the Board of Directors of PBI and, except for approval of this Agreement and the Merger by the requisite vote or consent of PBI’s stockholders (the “Requisite PBI Stockholder Vote”), no other corporate proceedings on the part of PBI are necessary to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by PBI and, assuming it is a valid and binding obligation of FGCO and Financial Gravity Wealth, constitutes a valid and binding obligation of PBI enforceable in accordance with its terms except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. PBI is not subject to, or obligated under, any provision of (a) its Articles of Incorporation or Bylaws, (b) any agreement, arrangement or understanding, (c) any license, franchise or permit or (d) subject to obtaining the approvals referred to in the next sentence, any law, regulation, order, judgment or decree, which would conflict with, be breached or violated, or in respect of which a right of termination or acceleration or any security interest, charge or encumbrance on any of its assets would be created, by the execution, delivery or performance of this Agreement, or the consummation of the transactions contemplated hereby. Except for (x) approval of the Financial Industry Regulatory Authority (“FINRA”), (y) the filing of the Certificate of Merger with the Secretary of State of Texas, and (z) the filing of the California Agreement of Merger and related officer’s certificates with the California Secretary of State, no authorization, consent or approval of, or filing with, any public body, court or authority is necessary on the part of PBI for the consummation by PBI of the transactions contemplated by this Agreement.

Authority Relative to this Agreement; Non-Contravention. The ------------------------------------------------------- Company has the requisite corporate power and authority to enter into this Agreement and the Registration Rights Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Registration Rights Agreement by PBI the Company and the consummation by PBI the Company of the transactions contemplated hereby and thereby have been duly authorized by the Board of Directors of PBI and, except for approval of this Agreement the Company and the Merger by the requisite vote or consent of PBI’s stockholders (the “Requisite PBI Stockholder Vote”), no other corporate proceedings on the part of PBI the Company are necessary to authorize this Agreement, the execution Registration Rights Agreement and delivery such transactions. Each of this Agreement and the consummation of the transactions contemplated hereby. This Registration Rights Agreement has been duly executed and delivered by PBI and, assuming it is a valid the Company and binding obligation of FGCO and Financial Gravity Wealth, constitutes a valid and binding obligation of PBI the Company, enforceable in accordance with its terms terms, except as enforcement the enforceability hereof may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and insolvency, moratorium, reorganization or similar laws affecting the enforcement of creditors’ ' rights generally and to judicial limitations on the enforcement of the remedy of specific performance and other equitable remedies generallyand except as the indemnification provisions of the Registration Rights Agreement may be limited by principles of public policy. PBI Except as set forth on Schedule 5.2, neither the Company nor any of the Subsidiaries is not subject to, or obligated under, any provision of (a) its Articles of Incorporation charter or Bylawsbylaws, (b) any agreement, arrangement or understanding, (c) any license, franchise or permit or (d) subject to obtaining the approvals referred to in the next sentence, any law, regulation, order, judgment or decree, which would conflict with, be breached or violated, or in respect of which a right of termination or acceleration or any security interest, charge or encumbrance on any of its assets would be created, by the execution, delivery or performance of this Agreement, Agreement or the Registration Rights Agreement or the consummation of the transactions contemplated herebyhereby or thereby, other than any such breaches, violations, terminations, accelerations or encumbrances which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except for (x) approval Assuming the accuracy of the Financial Industry Regulatory Authority (“FINRA”), (y) the filing representations of the Certificate of Merger with the Secretary of State of Texas, and (z) the filing of the California Agreement of Merger and related officer’s certificates with the California Secretary of StatePurchaser contained in Section 6, no authorization, consent or approval of, or filing with, any public body, court or authority is necessary on the part of PBI the Company or the Subsidiary for the consummation by PBI the Company of the transactions contemplated by this Agreement or the Registration Rights Agreement.

Authority Relative to this Agreement; Non-Contravention. Each of DAVN and Merger Sub has the requisite corporate power and authority to enter into this Agreement, and to carry out its obligations hereunder. The execution and delivery of this Agreement by PBI DAVN and Merger Sub, and the consummation by PBI DAVN and Merger Sub of the transactions contemplated hereby have been duly authorized by the Board Boards of Directors of PBI and, except DAVN and Merger Sub. Except for approval of this Agreement and the Merger by DAVN (as the requisite vote or consent sole shareholder of PBI’s stockholders (Merger Sub) in accordance with the “Requisite PBI Stockholder Vote”)DGCL and the articles of incorporation and bylaws of Merger Sub, no other corporate proceedings on the part of PBI DAVN or Merger Sub are necessary to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated herebyhereby or will otherwise be sought by DAVN. This Agreement has been duly executed and delivered by PBI DAVN and Merger Sub and, assuming it is a valid and binding obligation of FGCO and Financial Gravity Wealththe Company, constitutes a valid and binding obligation of PBI DAVN and Merger Sub enforceable in accordance with its terms terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. PBI Except as set forth in Schedule 4.2, neither DAVN nor any of the DAVN Subsidiaries is not subject to, or nor obligated under, any provision of (a) its Articles of Incorporation articles or Bylawsbylaws, (b) any agreement, arrangement or understanding, (c) any license, franchise or permit or permit, nor (d) subject to obtaining the approvals referred to in the next sentence, any law, regulation, order, judgment or decree, which would conflict with, be breached or violated, or in respect of which a right of termination or acceleration or any security interest, charge or encumbrance on any of its assets would be created, by the execution, delivery or performance of this Agreement, Agreement or the consummation of the transactions contemplated hereby, other than any such conflicts, breaches, violations, rights of termination or acceleration or security interests, charges or encumbrances which, in the aggregate, could not reasonably be expected to have a Material Adverse Effect on DAVN or any DAVN Subsidiaries. Except for (xa) approval of the Financial Industry Regulatory Authority (“FINRA”)approvals under applicable Blue Sky laws, (yb) the filing of the Certificate of Merger with the Delaware Secretary of State of TexasState, and (zc) the filing of the California Agreement of Merger and related officer’s certificates with the California Secretary of Statesuch filings, authorizations or approvals as may be set forth in Schedule 4.2, no authorization, consent or approval of, or filing with, any public body, court or authority is necessary on the part of PBI DAVN or any DAVN Subsidiary for the consummation by PBI DAVN or Merger Sub of the transactions contemplated by this Agreement, except for such authorizations, consents, approvals and filings as to which the failure to obtain or make the same would not, in the aggregate, reasonably be expected to have a Material Adverse Effect on DAVN or Merger Sub.

Authority Relative to this Agreement; Non-Contravention. Heartland has the requisite corporate power and authority to enter into this Agreement and the other Transaction Documents (to which it is a party) and to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and such Transaction Documents by PBI Heartland and the consummation by PBI Heartland of the transactions contemplated hereby and thereby have been duly authorized by the Board of Directors of PBI and, except for Heartland. Other than the approval of this Agreement and the Merger Heartland Charter Amendment by the requisite required vote or consent of PBI’s stockholders (the “Requisite PBI Stockholder Vote”)Heartland shareholders, no other corporate proceedings on the part of PBI Heartland are necessary to authorize the execution and delivery of this Agreement and the Transaction Documents (to which it is a party), or to consummate the Merger or any other transactions contemplated hereby or thereby. No “control share acquisition,” “business combination moratorium,” “fair price” or other form of antitakeover statute or regulation under the DGCL or any applicable provisions of the takeover Laws of Delaware or any other state (and any comparable provisions of the Heartland Charter or Bylaws), apply or will apply to Heartland’s or Centennial’s execution and delivery of, and consummation by Heartland or Centennial of this Agreement or the Bank Merger Agreement, as the case may be, or the transactions contemplated herebyby this Agreement and the Bank Merger Agreement. This Agreement has and the Transaction Documents (to which Heartland is a party) have been duly executed and delivered by PBI and, assuming it is a valid Heartland and binding obligation of FGCO and Financial Gravity Wealth, constitutes a valid and binding obligation of PBI Heartland, enforceable in accordance with its terms except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcyterms, insolvency and similar laws affecting creditors’ rights and remedies generallysubject to the Remedies Exception. PBI Heartland is not subject to, or obligated under, any provision of (a) its Articles of Incorporation Charter or Bylaws, (b) any agreement, arrangement or understandingContract, (c) any license, franchise or permit or (d) subject to obtaining the approvals referred to in the next sentence, any law, regulationLaw, order, judgment or decree, which would conflict with, be breached or violated, or in respect of which a right of termination or acceleration or any security interest, charge or encumbrance on any of its or any of its Subsidiaries’ assets would be created, by the its execution, delivery or and performance of this Agreement, Agreement or the consummation of the transactions contemplated hereby and thereby, other than any such breaches or violations which will not, individually or in the aggregate, have a Material Adverse Effect on Heartland or the consummation by it of the transactions contemplated hereby. Except for (x) approval Other than in connection with obtaining any approvals or waivers from the Board of Governors of the Financial Industry Federal Reserve System (the “FRB”) for the Merger required under Bank Holding Company Act, any approvals from the Colorado Division of Banking (the “CDB”) for the Merger and the Bank Merger required under Section 00-000-00 of the Colorado Banking Code (the “CBC”) and any approvals from the Federal Deposit Insurance Corporation (the “FDIC”) for the Bank Merger required under Bank Merger Act (such approvals or waivers under the Bank Holding Company Act, the CBC and the Bank Merger Act being hereafter collectively referred to as the “Bank Regulatory Authority Approvals”); approvals to issue Heartland Common Stock under the Securities Act of 1933, as amended, and the rules and regulations thereunder (the “FINRASecurities Act”), under state securities or blue sky laws and the rules and regulations thereunder (y) “Blue Sky Laws”), and under the rules of the NASDAQ Stock Market, Inc. (“NASDAQ”); filings with respect to the Merger under the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “Exchange Act”); the filing with respect to the Merger of the Delaware Certificate of Merger and the Colorado Statement of Merger with the Secretary of State of TexasDelaware and the Secretary of State of Colorado, respectively; the filing with respect to the Bank Merger of a statement of merger with the Secretary of State of Colorado; and (z) the filing of a Certificate of Amendment containing the California Agreement of Merger and related officer’s certificates Heartland Charter Amendment with the California Secretary of State, State of Delaware; no authorization, consent or approval of, or filing with, any public body, court or authority Governmental Authorization is necessary on the part of PBI Heartland, except for such Governmental Authorizations as to which the failure to obtain would not, individually or in the aggregate, have a Material Adverse Effect on Heartland or the consummation by PBI it of the transactions contemplated by this Agreement.

Authority Relative to this Agreement; Non-Contravention. Each of Equitex and Merger Sub has the requisite corporate power and authority to enter into this Agreement, and to carry out its obligations hereunder. The execution and delivery of this Agreement by PBI Equitex and Merger Sub, and the consummation by PBI Equitex and Merger Sub of the transactions contemplated hereby have been duly authorized by the Board boards of Directors directors of PBI and, except Equitex and Merger Sub. Except for approval of this Agreement and the Merger by Equitex (as the requisite vote or consent sole stockholder of PBI’s stockholders (Merger Sub) in accordance with the “Requisite PBI Stockholder Vote”)DGCL and the certificate of incorporation and bylaws of Merger Sub, no other corporate proceedings on the part of PBI Equitex or Merger Sub are necessary to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by PBI Equitex and Merger Sub and, assuming it is a valid and binding obligation of FGCO and Financial Gravity Wealththe Company, constitutes a valid and binding obligation of PBI Equitex and Merger Sub enforceable in accordance with its terms terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. PBI Except as set forth in Schedule 3.2, Equitex is not subject to, or nor obligated under, any provision of (a) its Articles articles or certificate of Incorporation incorporation or Bylawsbylaws, (b) any agreement, arrangement or understanding, (c) any license, franchise or permit or permit, nor (d) subject to obtaining the approvals referred to in the next sentence, any law, regulation, order, judgment or decree, which would conflict with, be breached or violated, or in respect of which a right of termination or acceleration or any security interest, charge or encumbrance on any of its assets would be created, by the execution, delivery or performance of this Agreement, Agreement or the consummation of the transactions contemplated hereby, other than any such conflicts, breaches, violations, rights of termination or acceleration or security interests, charges or encumbrances which, in the aggregate, could not reasonably be expected to have a Material Adverse Effect on Equitex. Except for (xi) approval of the Financial Industry Regulatory Authority (“FINRA”)approvals under applicable blue sky laws, (yii) the filing of the Certificate of Merger with the Delaware Secretary of State of TexasState, and (ziii) the filing of the California Agreement of Merger and related officer’s certificates with the California Secretary of Statesuch filings, authorizations or approvals as may be set forth in Schedule 3.2, no authorization, consent or approval of, or filing with, any public body, court or authority is necessary on the part of PBI Equitex for the consummation by PBI Equitex or Merger Sub of the transactions contemplated by this Agreement, except for such authorizations, consents, approvals and filings as to which the failure to obtain or make the same would not, in the aggregate, reasonably be expected to have a Material Adverse Effect on Equitex or Merger Sub.

Authority Relative to this Agreement; Non-Contravention. Each of Pacific and Pacific Merger Corp has the requisite corporate power and authority to enter into this Agreement, and to carry out its obligations hereunder. The execution and delivery of this Agreement by PBI Pacific and Pacific Merger Corp, and the consummation by PBI Pacific and Pacific Merger Corp of the transactions contemplated hereby have been duly authorized by the Board Boards of Directors of PBI and, except for approval of this Agreement Pacific and the Pacific Merger by the requisite vote or consent of PBI’s stockholders (the “Requisite PBI Stockholder Vote”), no other Corp. No further corporate proceedings on the part of PBI Pacific or Pacific Merger Corp are necessary to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated herebyhereby or will otherwise be sought by Pacific. This Agreement has been duly executed and delivered by PBI Pacific and Pacific Merger Corp and, assuming it is a valid and binding obligation of FGCO and Financial Gravity WealthFGH, constitutes a valid and binding obligation of PBI Pacific and Pacific Merger Corp enforceable in accordance with its terms except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. PBI Pacific is not subject to, or obligated under, any provision of (a) its Articles Certificate of Incorporation or Bylaws, (b) any agreement, arrangement or understanding, (c) any license, franchise or permit or permit, nor (d) subject to obtaining the approvals referred to in the next sentence, any law, regulation, order, judgment or decree, which would conflict with, be breached or violated, or in respect of which a right of termination or acceleration or any security interest, charge or encumbrance on any of its assets would be created, by the execution, delivery or performance of this Agreement, Agreement or the consummation of the transactions contemplated hereby, other than any such conflicts, breaches, violations, rights of termination or acceleration or security interests, charges or encumbrances which, in the aggregate, could not reasonably be expected to have a Material Adverse Effect on Pacific. Except for (x) approval of the Financial Industry Regulatory Authority (“FINRA”), approvals under applicable Blue Sky laws and (y) the filing of the Certificate of Merger with the Secretary of State of Texas, and (z) the filing of the California Agreement of Merger and related officer’s certificates with the California Texas Secretary of State, the filing with the SEC of Current Reports on Form 8-K with respect to the execution and closing of this Agreement, no authorization, consent or approval of, or filing with, any public body, court or authority is necessary on the part of PBI Pacific or Pacific Merger Corp for the consummation by PBI Pacific or Pacific Merger Corp of the transactions contemplated by this Agreement, except for such authorizations, consents, approvals and filings as to which the failure to obtain or make the same would not, in the aggregate, reasonably be expected to have a Material Adverse Effect on Pacific or Pacific Merger Corp, or adversely affect the consummation of the transactions contemplated hereby.

Authority Relative to this Agreement; Non-Contravention. The execution and delivery of this Agreement by PBI Parent and Merger Sub, and the consummation by PBI Parent and Merger Sub of the transactions contemplated hereby have been duly authorized by the Board Boards of Directors of PBI Parent and Merger Sub and, except for approval of this Agreement the Parent Reincorporation by (a) the Board of Directors of Parent, and (b) the Merger by affirmative vote of a majority of votes that holders of the requisite vote or consent outstanding shares of PBI’s stockholders Parent Common Stock are entitled to cast (the “Requisite PBI Parent Stockholder Vote”), which will each be obtained prior to Closing, no other further corporate proceedings on the part of PBI Parent or Merger Sub are necessary to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated herebyhereby or will otherwise be sought by Parent. This Agreement has been duly executed and delivered by PBI Parent and Merger Sub and, assuming it is a valid and binding obligation of FGCO and Financial Gravity Wealththe Company, constitutes a valid and binding obligation of PBI Parent and Merger Sub enforceable in accordance with its terms except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. PBI is not subject to, or obligated under, any provision of (a) its Articles of Incorporation or Bylaws, (b) any agreement, arrangement or understanding, (c) any license, franchise or permit or (d) subject to obtaining the approvals referred to in the next sentence, any law, regulation, order, judgment or decree, which would conflict with, be breached or violated, or in respect of which a right of termination or acceleration or any security interest, charge or encumbrance on any of its assets would be created, by the execution, delivery or performance of this Agreement, or the consummation of the transactions contemplated hereby. Except for (x) approval approvals under applicable Blue Sky laws and the filing of Form D with the Financial Industry Regulatory Authority (“FINRA”)Securities and Exchange Commission, (y) the filing of the Certificate of Merger with the Delaware Secretary of State of TexasState, and (z) the filing of the California Agreement of Merger and related officer’s certificates filings required in connection with the California Secretary of StateParent Reincorporation, including notices to FINRA, no authorization, consent or approval of, or filing with, any public body, court or authority is necessary on the part of PBI Parent or Merger Sub for the consummation by PBI Parent or Merger Sub of the transactions contemplated by this Agreement, except for such authorizations, consents, approvals and filings as to which the failure to obtain or make the same would not, in the aggregate, reasonably be expected to have a Material Adverse Effect on Parent or Merger Sub, or adversely affect the consummation of the transactions contemplated hereby.

Authority Relative to this Agreement; Non-Contravention. Each of Select Video and Acquisition Co. has the requisite power and authority to enter into this Agreement, and to carry out its obligations hereunder. The execution and delivery of this Agreement by PBI Select Video and Acquisition Co., and the consummation by PBI them of the transactions contemplated hereby have been duly authorized by the Board respective board of Directors directors of PBI and, except Select Video and board of governors of Acquisition Co. Except for approval of this Agreement and the Merger by Select Video (in its capacity as the requisite vote or consent sole member of PBI’s stockholders (Acquisition Co.) in accordance with the “Requisite PBI Stockholder Vote”)Minnesota Act and the articles of organization and bylaws of Acquisition Co., no other corporate proceedings on the part of PBI Select Video or Acquisition Co. are necessary to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by PBI Select Video and Acquisition Co. and, assuming it is a valid and binding obligation of FGCO and Financial Gravity Wealththe Company, constitutes a valid and binding obligation of PBI Select Video and Acquisition Co. enforceable in accordance with its terms terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. PBI Neither Select Video nor Acquisition Co. is not subject to, or nor obligated under, any provision of (a) its Articles articles of Incorporation incorporation or Bylawsorganization or bylaws, (b) any agreement, arrangement or understanding, (c) any license, franchise or permit or permit, nor (d) subject to obtaining the approvals referred to in the next sentence, any law, regulation, order, judgment or decree, which would conflict with, be breached or violated, or in respect of which a right of termination or acceleration or any security interest, charge or encumbrance on any of its assets would be created, by the execution, delivery or performance of this Agreement, Agreement or the consummation of the transactions contemplated hereby, other than any such conflicts, breaches, violations, rights of termination or acceleration or security interests, charges or encumbrances which, in the aggregate, could not reasonably be expected to have a Material Adverse Effect on Select Video. Except for (xi) approval of the Financial Industry Regulatory Authority approvals under applicable blue sky laws, and (“FINRA”), (yii) the filing of the Certificate Articles of Merger with the Secretary of State of Texas, and (z) the filing of the California Agreement of Merger and related officer’s certificates with the California Secretary of Stateappropriate state authorities, no authorization, consent or approval of, or filing with, any public body, court or authority is necessary on the part of PBI Select Video or Acquisition Co. for the consummation by PBI Select Video or Acquisition Co. of the transactions contemplated by this Agreement, except for such authorizations, consents, approvals and filings as to which the failure to obtain or make the same would not, in the aggregate, reasonably be expected to have a Material Adverse Effect on Select Video.

Authority Relative to this Agreement; Non-Contravention. Each of NSU, the Merger Sub and Spinco has the requisite corporate power and authority to enter into this Agreement, the Certificate of Merger and the Distribution Agreement to which it is or will be a party and to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement, the Certificate of Merger and the Distribution Agreement by PBI NSU, the Merger Sub and Spinco to which it is or will be a party, and the consummation by PBI NSU, the Merger Sub and Spinco of the transactions contemplated hereby and thereby have been duly authorized by the Board Boards of Directors of PBI andNSU, except the Merger Sub and Spinco. Except for approval of this Agreement Agreement, the Merger, the New Articles, the Reverse Stock Split and the Merger Distribution by the requisite vote or consent of PBI’s stockholders (the “Requisite PBI Stockholder Vote”)NSU's shareholders, no other corporate proceedings on the part of PBI NSU, Merger Sub or Spinco are necessary to authorize this Agreement, the execution Certificate of Merger and delivery of this the Distribution Agreement and the consummation of the transactions contemplated herebyhereby and thereby. This Agreement has been duly executed and delivered by PBI NSU and Merger Sub and, assuming it is a valid and binding obligation of FGCO and Financial Gravity WealthXxxxxxx, constitutes a valid and binding obligation of PBI NSU and Merger Sub enforceable in accordance with its terms except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ ' rights and remedies generally. PBI Except as set forth in Schedule 4.2, neither NSU nor any of the NSU Subsidiaries is not subject to, or obligated under, any provision of (a) its Articles of Incorporation Charter or Bylaws, (b) any agreement, arrangement or understanding, (c) any license, franchise or permit or (d) subject to obtaining the approvals referred to in the next sentence, any law, regulation, order, judgment or decree, which would conflict with, be breached or violated, or in respect of which a right of termination or acceleration or any security interest, charge or encumbrance on any of its assets would be created, by the execution, delivery or performance of this Agreement, the Certificate of Merger, the Distribution Agreement or the consummation of the transactions contemplated herebyhereby or thereby, other than any such breaches, violations, rights of termination or acceleration or encumbrances which, in the aggregate, could not reasonably be expected to have a Material Adverse Effect on NSU. Except for (xa) the filings, notices, consents and approvals described in Section 3.2 hereof, (b) the filing with the SEC of a registration statement on Form S-1 registering the shares of Spinco Common Stock to be distributed in the Distribution, if required, (c) approval of the Financial Industry Regulatory Authority Merger and this Agreement, the New Articles, the Reverse Stock Split and the Distribution by the requisite vote of the shareholders of NSU (“FINRA”the "Requisite NSU Shareholder Vote"), (yd) the filing of the Certificate of Merger New Articles with the Minnesota Secretary of State of TexasState, and (ze) the filing of the California Agreement of Merger and related officer’s certificates with the California Secretary of Statesuch filings, authorizations or approvals as may be set forth in Schedule 4.2, no authorization, consent or approval of, or filing with, any public body, court or authority is necessary on the part of PBI NSU or any of the NSU Subsidiaries for the consummation by PBI NSU or the Merger Sub of the transactions contemplated by this Agreement, except for such authorizations, consents, approvals and filings as to which the failure to obtain or make the same will not, in the aggregate, have a Material Adverse Effect on NSU or adversely affect the consummation of the transactions contemplated hereby.

Authority Relative to this Agreement; Non-Contravention. Each of Pubco and Merger Sub has the requisite corporate power and authority to enter into this Agreement, and to carry out its obligations hereunder. The execution and delivery of this Agreement by PBI Pubco and Merger Sub, and the consummation by PBI Pubco and Merger Sub of the transactions contemplated hereby have been duly authorized by the Board boards of Directors directors of PBI and, except Pubco and Merger Sub. Except for approval of this Agreement and the Merger by Pubco (as the requisite vote or consent sole stockholder of PBI’s stockholders (Merger Sub) in accordance with the “Requisite PBI Stockholder Vote”)Colorado Act and the Delaware Act and the certificate of incorporation and bylaws of Merger Sub, no other corporate proceedings on the part of PBI Pubco or Merger Sub are necessary to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated herebyhereby or will otherwise be sought by Pubco. This Agreement has been duly executed and delivered by PBI Pubco and Merger Sub and, assuming it is a valid and binding obligation of FGCO and Financial Gravity Wealththe Company, constitutes a valid and binding obligation of PBI Pubco and Merger Sub enforceable in accordance with its terms terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ ' rights and remedies generally. PBI Except as set forth in Schedule 3.2, neither Pubco nor any of the Pubco Subsidiaries is not subject to, or nor obligated under, any provision of (a) its Articles articles or certificate of Incorporation incorporation or Bylawsbylaws, (b) any agreement, arrangement or understanding, (c) any license, franchise or permit or permit, nor (d) subject to obtaining the approvals referred to in the next sentence, any law, regulation, order, judgment or decree, which would conflict with, be breached or violated, or in respect of which a right of termination or acceleration or any security interest, charge or encumbrance on any of its assets would be created, by the execution, delivery or performance of this Agreement, Agreement or the consummation of the transactions contemplated hereby, other than any such conflicts, breaches, violations, rights of termination or acceleration or security interests, charges or encumbrances which, in the aggregate, could not reasonably be expected to have a Material Adverse Effect on Pubco or any Pubco Subsidiaries. Except for (xi) approval of the Financial Industry Regulatory Authority (“FINRA”)approvals under applicable blue sky laws, (yii) the filing of the Certificate of Merger with the Secretary of State of Texasappropriate state authorities, and (ziii) the filing of the California Agreement of Merger and related officer’s certificates with the California Secretary of Statesuch filings, authorizations or approvals as may be set forth in Schedule 3.2, no authorization, consent or approval of, or filing with, any public body, court or authority is necessary on the part of PBI Pubco or any Pubco Subsidiary for the consummation by PBI Pubco or Merger Sub of the transactions contemplated by this Agreement, except for such authorizations, consents, approvals and filings as to which the failure to obtain or make the same would not, in the aggregate, reasonably be expected to have a Material Adverse Effect on Pubco or Merger Sub.