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

Authority Relative to this Agreement; Non-Contravention. (a) Acquirer has the requisite corporate power and authority to enter into this Agreement and the Ancillary Documents (to which Acquirer is a party) and to carry out its obligations hereunder, subject to the fulfillment of the conditions precedent set forth in Sections 7.1(a) and 7.1(e) hereof, and thereunder. The execution and delivery of this Agreement and such Ancillary Documents by Acquirer and the consummation by Acquirer of the transactions contemplated hereby and thereby have been duly authorized by the board of directors of Acquirer. No other corporate proceedings on the part of Acquirer are necessary to authorize this Agreement, the Ancillary Documents (to which Acquirer is a party), or to consummate the Merger and the transactions contemplated by this Agreement. This Agreement and the Ancillary Documents (to which Acquirer is a party) have been duly executed and delivered by Acquirer and constitute a valid and binding obligation of Acquirer, subject to the fulfillment of the conditions precedent set forth in Sections 7.1(a) and 7.1(e) hereof, enforceable in accordance with their terms, subject to the Remedies Exception. Acquirer is not subject to, or obligated under, any provision of (a) its Articles of Incorporation or Bylaws, (b) any Contract, (c) any license, franchise or permit or (d) subject to obtaining the approvals referred to in the Section 3.2(b), any Law, order, judgment or decree, which (x) would be breached or violated, or in respect of which a right of termination or acceleration or any Encumbrance on any of its assets would be created, by the execution, delivery or performance of this Agreement and the Ancillary Documents, or the consummation of the transactions contemplated hereby and thereby and (y) reasonably would be expected to have a Material Adverse Effect. (b) Other than in connection with obtaining any approvals or waivers from the Board of Governors of the Federal Reserve System (the “FRB”) for the Merger required under the Bank Holding Company Act, any approvals from the Minnesota Department of Commerce (the “MDC”) for the change in control of the ownership of KleinBank or the Bank Merger required under Sections 46.048 and 49.33 of the Revised Statutes of Minnesota (the “Minnesota Banking Statutes”) and any approvals from the Office of the Comptroller of the Currency (the “OCC”) for the Bank Merger required under Bank Merger Act (such approvals or waivers under the Bank Holding Company Act, the Minnesota Banking Statutes, and the Bank Merger Act being herein collectively referred to as the “Bank Regulatory Approvals”); approvals to issue Acquirer Common Stock under the Securities Act of 1933, as amended, and the rules and regulations thereunder (the “Securities Act”), under state securities or blue sky laws and the rules and regulations thereunder (“Blue Sky Laws”), and under the rules of the NASDAQ Global Market (“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 Minnesota Articles of Merger with the Secretary of State of Minnesota and with respect to the Bank Merger of a certificate of merger with the MDC; no authorization, consent or approval of, or filing with, any Governmental Entity is necessary on the part of Acquirer for the consummation by it of the transactions contemplated by this Agreement.

Authority Relative to this Agreement; Non-Contravention. (a) Acquirer Plains Energy has the requisite corporate power and authority to enter into this Agreement and the Ancillary Documents (to which Acquirer is a party) and to carry out its obligations hereunder, subject to the fulfillment of the conditions precedent set forth in Sections 7.1(a) and 7.1(e) hereof, and thereunder. The execution and delivery of this Agreement and such Ancillary Documents by Acquirer Plains Energy and the consummation by Acquirer Plains Energy of the transactions contemplated hereby and thereby have has been duly authorized by the board Board of directors Directors of AcquirerPlains Energy and has been approved by the affirmative vote of the holders of a majority of the outstanding shares of Plains Energy Stock (the “Requisite Plains Energy Stockholder Vote”). No other corporate proceedings on the part of Acquirer Plains Energy are necessary to authorize the execution and delivery of this Agreement, Agreement and the Ancillary Documents (to which Acquirer is a party), or to consummate the Merger and consummation of the transactions contemplated by this Agreementhereby. This Agreement and the Ancillary Documents (to which Acquirer is a party) have has been duly executed and delivered by Acquirer and constitute Plains Energy and, assuming it is a valid and binding obligation of Acquirerante4 and PAC and further assuming the instrument evidencing ante5’s indemnification as described in Section 6.2(h) is a valid and binding obligation of ante5, subject to the fulfillment constitutes a valid and binding obligation of the conditions precedent set forth in Sections 7.1(a) and 7.1(e) hereof, Plains Energy enforceable in accordance with their termsits 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, subject to the Remedies Exceptioninsolvency and similar laws affecting creditors’ rights and remedies generally. Acquirer Plains Energy is not subject to, or obligated under, any provision of (a) its Articles certificate of Incorporation incorporation or Bylawsbylaws, (b) any Contractagreement, arrangement or understanding, (c) any license, franchise or permit or (d) subject to obtaining the approvals referred to in the Section 3.2(b)next sentence, any Lawlaw, regulation, order, judgment or decree, which (x) would conflict with, be breached or violated, or in respect of which a right of termination or acceleration or any Encumbrance security interest, charge or encumbrance on any of its assets would be created, by the execution, delivery or performance of this Agreement and the Ancillary DocumentsAgreement, or the consummation of the transactions contemplated hereby and thereby and hereby, other than any such conflicts, breaches, violations, rights of termination or acceleration or security interests, charges or encumbrances which, in the case of clauses (yb), (c) or (d), individually or in the aggregate, would not reasonably would be expected to have result in a Material Adverse Effect. Effect on Plains Energy. Except for (ba) Other than in connection with obtaining any approvals or waivers from the Board of Governors of the Federal Reserve System (the “FRB”) for the Merger required under the Bank Holding Company Act, any approvals from the Minnesota Department of Commerce (the “MDC”) for the change in control of the ownership of KleinBank or the Bank Merger required under Sections 46.048 and 49.33 of the Revised Statutes of Minnesota (the “Minnesota Banking Statutes”) and any approvals from the Office of the Comptroller of the Currency (the “OCC”) for the Bank Merger required under Bank Merger Act (such approvals or waivers under the Bank Holding Company Act, the Minnesota Banking Statutes, and the Bank Merger Act being herein collectively referred to as the “Bank Regulatory Approvals”); approvals to issue Acquirer Common Stock under the Securities Act of 1933, as amended, and the rules and regulations thereunder (the “Securities Act”), under state securities or applicable blue sky laws and (b) the rules and regulations thereunder (“Blue Sky Laws”), and under the rules filing of the NASDAQ Global Market (“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 Minnesota Articles Certificate of Merger with the Secretary of State of Minnesota the State of Nevada and with respect to the Bank Merger Secretary of a certificate State of merger with the MDC; Delaware, no authorization, consent or approval of, or filing with, any Governmental Entity public body, court or authority is necessary on the part of Acquirer Plains Energy for the consummation by it Plains Energy 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, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Plains Energy or materially adversely affect the consummation of the transactions contemplated hereby.

Authority Relative to this Agreement; Non-Contravention. (a) Acquirer has the requisite corporate power and authority to enter into this Agreement and the Ancillary Documents (to which Acquirer is a party) and to carry out its obligations hereunder, subject to the fulfillment of the conditions precedent set forth in Sections 7.1(a) and 7.1(e) hereof, and thereunder. The execution and delivery of this Agreement and such Ancillary Documents by Acquirer Xxx Xxxxx and the consummation by Acquirer Xxx Xxxxx of the transactions contemplated hereby and thereby have been duly authorized by the board Board of directors Directors of Acquirer. No Xxx Xxxxx and, except for approval of this Agreement and the Merger by the requisite vote or consent of Lux Amber’s stockholders (the “Requisite Xxx Xxxxx Stockholder Vote”), no other corporate proceedings on the part of Acquirer Xxx Xxxxx are necessary to authorize the execution and delivery of this Agreement, Agreement and the Ancillary Documents (to which Acquirer is a party), or to consummate the Merger and consummation of the transactions contemplated by this Agreementhereby. This Agreement and the Ancillary Documents (to which Acquirer is a party) have has been duly executed and delivered by Acquirer and constitute Xxx Xxxxx and, assuming it is a valid and binding obligation of AcquirerWorldwide and WSC Newco, subject to the fulfillment constitutes a valid and binding obligation of the conditions precedent set forth in Sections 7.1(a) and 7.1(e) hereof, Xxx Xxxxx enforceable in accordance with their termsits 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, subject to the Remedies Exceptioninsolvency and similar laws affecting creditors’ rights and remedies generally. Acquirer Xxx Xxxxx is not subject to, or obligated under, any provision of (a) its Articles of Incorporation or Bylaws, (b) any Contractagreement, arrangement or understanding, (c) any license, franchise or permit permit, or (d) subject to obtaining the approvals referred to in the Section 3.2(b)any law, any Lawregulation, order, judgment or decree, which (x) would conflict with, be breached or violated, or in respect of which a right of termination or acceleration or any Encumbrance security interest, charge or encumbrance on any of its assets would be created, by the execution, delivery or performance of this Agreement and the Ancillary Documents, or the consummation of the transactions contemplated hereby and thereby and (y) reasonably would be expected to have a Material Adverse Effect. (b) Other than in connection with obtaining any approvals or waivers from hereby. Except for the Board of Governors filing of the Federal Reserve System (Delaware Certificate of Merger with the “FRB”) for Delaware Secretary of State, the Merger required under the Bank Holding Company Act, any approvals from the Minnesota Department of Commerce (the “MDC”) for the change in control filing of the ownership of KleinBank or the Bank Merger required under Sections 46.048 and 49.33 of the Revised Statutes of Minnesota (the “Minnesota Banking Statutes”) and any approvals from the Office of the Comptroller of the Currency (the “OCC”) for the Bank Merger required under Bank Merger Act (such approvals or waivers under the Bank Holding Company Act, the Minnesota Banking Statutes, and the Bank Merger Act being herein collectively referred to as the “Bank Regulatory Approvals”); approvals to issue Acquirer Common Stock under the Securities Act of 1933, as amended, and the rules and regulations thereunder (the “Securities Act”), under state securities or blue sky laws and the rules and regulations thereunder (“Blue Sky Laws”), and under the rules of the NASDAQ Global Market (“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 Minnesota Nevada Articles of Merger with the Nevada Secretary of State State, and the filing with the SEC of Minnesota and Current Reports on Form 8-K with respect to the Bank Merger execution and closing of a certificate of merger with the MDC; this Agreement, no authorization, consent or approval of, or filing with, any Governmental Entity public body, court or authority is necessary on the part of Acquirer Xxx Xxxxx for the consummation by it Xxx Xxxxx of the transactions contemplated by this Agreement.

Authority Relative to this Agreement; Non-Contravention. (a) Acquirer Each of Columbia, Columbia Bank and Merger Sub has the requisite corporate power and authority to enter into this Agreement and the Ancillary Documents (to which Acquirer Columbia, Columbia Bank or Merger Sub is a partysignatory) and to carry out its obligations hereunder, subject to the fulfillment of the conditions precedent set forth in Sections 7.1(a) and 7.1(e) hereof, and thereunder. The execution and delivery of this Agreement and such other Ancillary Documents by Acquirer each of Columbia, Columbia Bank and Merger Sub, and the consummation by Acquirer each of Columbia, Columbia Bank and Merger Sub of the transactions contemplated hereby and thereby have been duly authorized by the board Board of directors Directors of Acquirereach of Columbia, Columbia Bank and Merger Sub. No other corporate proceedings on the part of Acquirer either Columbia, Columbia Bank or Merger Sub are necessary to authorize this Agreement, Agreement and the Ancillary Documents (to which Acquirer Columbia, Columbia Bank or Merger Sub is a partysignatory), or to consummate the Merger, the Bank Merger and the transactions contemplated by this Agreement. . (b) This Agreement and the Ancillary Documents (to which Acquirer is a party) have has been duly executed and delivered by Acquirer Columbia and constitute Merger Sub and constitutes a valid and binding obligation of Acquirer, subject to the fulfillment each of the conditions precedent set forth in Sections 7.1(a) Columbia and 7.1(e) hereofMerger Sub, enforceable in accordance with their its terms, subject to the Remedies Exception. Acquirer Neither Columbia nor Merger Sub is not subject to, or obligated under, any provision of (a) its Articles of Incorporation Charter or Bylaws, (b) any Contract, (c) subject to obtaining the Consents referred to in Section 3.2(c), any license, franchise or permit or (d) subject to obtaining the approvals Consents referred to in the Section 3.2(b3.2(c), any Law, order, judgment or decree, which (x) would be breached or violated, or in respect of which a right of termination or acceleration or any 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 and the Ancillary Documents, or the consummation by it of the transactions contemplated hereby and thereby and (y) reasonably would be expected to have a Material Adverse Effecthereby. (bc) Other than in connection with obtaining No Consent of any Governmental Entity is necessary on the part of Columbia or Merger Sub for the consummation by it of the transactions contemplated hereby, except for the following: (i) any approvals or waivers from the Board of Governors of the Federal Reserve System (the “FRB”) for the Merger required under the S&L Holding Company Act or Bank Holding Company Act, any approvals from the Minnesota Department Act of Commerce 1956 (the “MDCBHC Act”) for the change in control of the ownership of KleinBank or the Bank Merger required under Sections 46.048 and 49.33 of the Revised Statutes of Minnesota (the “Minnesota Banking Statutes”) and ), any approvals from the Office of the Comptroller of the Currency (the “OCC”) under the Bank Merger Act for the Merger and the Bank Merger and any approvals of the New Jersey Department of Banking and Insurance (the “NJDOBI”) for the Merger and the Bank Merger required under the New Jersey Department of Banking and Insurance Act of 1948 (the “New Jersey Banking Statute”), and any approvals from the FDIC for the Bank Merger required under Bank Merger Act (such approvals or waivers under the Bank S&L Holding Company Act, the Minnesota BHC Act, the New Jersey Banking Statutes, Statute and the Bank Merger Act being herein collectively referred to as the “Bank Regulatory Approvals”); approvals to issue Acquirer Common Stock under the Securities Act of 1933, as amended, and the rules and regulations thereunder (the “Securities Act”), under state securities or blue sky laws and the rules and regulations thereunder (“Blue Sky Laws”), and under the rules of the NASDAQ Global Market (“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”); ii) the filing with respect to the Merger Integrated Mergers of the Minnesota Articles of First-Step Merger with Certificate and Second-Step Merger Certificate; and (iii) the Secretary of State of Minnesota and filing with respect to the Bank Merger of a certificate Articles of merger Combination with the MDC; no authorization, consent or approval of, or filing with, any Governmental Entity is necessary on OCC and Articles of Merger with the part of Acquirer for the consummation by it of the transactions contemplated by this AgreementNJDOBI.

Authority Relative to this Agreement; Non-Contravention. (a) Acquirer Each of Pubco and Merger Sub has the requisite corporate power and authority to enter into this Agreement and the Ancillary Documents (to which Acquirer is a party) Agreement, and to carry out its obligations hereunder, subject to the fulfillment of the conditions precedent set forth in Sections 7.1(a) and 7.1(e) hereof, and thereunder. The execution and delivery of this Agreement by Pubco and such Ancillary Documents by Acquirer Merger Sub, and the consummation by Acquirer Pubco and Merger Sub of the transactions contemplated hereby and thereby have been duly authorized by the board their respective Boards of directors of AcquirerDirectors. No other corporate proceedings on the part of Acquirer Pubco or Merger Sub are necessary to authorize the execution and delivery of this Agreement, Agreement and the Ancillary Documents (to which Acquirer is a party), or to consummate consummation of the Merger and the other transactions contemplated by this Agreementhereby. This Agreement and the Ancillary Documents (to which Acquirer is a party) have has been duly executed and delivered by Acquirer Pubco and constitute Merger Sub and, assuming it is a valid and binding obligation of Acquirerthe Company, subject to the fulfillment constitutes a valid and binding obligation of the conditions precedent set forth in Sections 7.1(a) Pubco and 7.1(e) hereof, Merger Sub enforceable against them in accordance with their its terms, subject to the Remedies Exceptionexcept 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. Acquirer Except as set forth on Schedule 3.2, neither Pubco nor Merger Sub is not subject to, or nor obligated under, any provision of (a) its Articles Certificate of Incorporation or BylawsArticles of Incorporation, as applicable, or its bylaws, (b) any Contractagreement, arrangement or understanding to which it is a party, (c) any license, franchise or permit or permit, nor (d) subject to obtaining the approvals referred to in the Section 3.2(b)next sentence, any Lawlaw, regulation, order, judgment or decree, which (x) would conflict with, be breached or violated, or in respect of which a right of termination or acceleration or any Encumbrance security interest, charge or encumbrance on any of its assets would be created, by the execution, delivery or performance of this Agreement and the Ancillary Documents, or the consummation of the transactions contemplated hereby and thereby and (y) 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 would be expected to have a Material Adverse Effect. Effect on Pubco or Merger Sub. Except for (bi) Other than in connection with obtaining any approvals or waivers from under applicable blue sky laws, (ii) the Board of Governors filing of the Federal Reserve System (the “FRB”) for the Merger required under the Bank Holding Company Act, any approvals from the Minnesota Department of Commerce (the “MDC”) for the change in control of the ownership of KleinBank or the Bank Merger required under Sections 46.048 and 49.33 of the Revised Statutes of Minnesota (the “Minnesota Banking Statutes”) and any approvals from the Office of the Comptroller of the Currency (the “OCC”) for the Bank Merger required under Bank Merger Act (such approvals or waivers under the Bank Holding Company Act, the Minnesota Banking Statutes, and the Bank Merger Act being herein collectively referred to as the “Bank Regulatory Approvals”); approvals to issue Acquirer Common Stock under the Securities Act of 1933, as amended, and the rules and regulations thereunder (the “Securities Act”), under state securities or blue sky laws and the rules and regulations thereunder (“Blue Sky Laws”), and under the rules of the NASDAQ Global Market (“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 Minnesota Articles of Merger with the Secretary of State of Minnesota appropriate state authorities, and with respect to the Bank Merger of a certificate of merger with the MDC; (iii) such filings, authorizations or approvals as may be set forth on Schedule 3.2, no authorization, consent or approval of, or filing with, any Governmental Entity public body, court or authority is necessary on the part of Acquirer Pubco or Merger Sub for the consummation by it 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.

Authority Relative to this Agreement; Non-Contravention. (a) Acquirer CBCS has the requisite corporate power and authority to enter into this Agreement and the Ancillary Documents (to which Acquirer is a party) and to carry out its obligations hereunder, subject to the fulfillment of the conditions precedent set forth in Sections 7.1(a) and 7.1(e) hereof, and thereunder. The execution and delivery of this Agreement and such Ancillary Documents by Acquirer CBCS and the consummation by Acquirer CBCS of the transactions contemplated hereby and thereby have been duly authorized by the board Board of directors Directors of Acquirer. No CBCS and, other than the approval of the Merger by holders of a majority of the CBCS Common Stock (the “Required CBCS Shareholder Vote”), no other corporate proceedings on the part of Acquirer CBCS are necessary to authorize this Agreement, the Ancillary Documents (to which Acquirer is a party), or to consummate the Merger and the transactions contemplated by this Agreementsuch transactions. This Agreement and the Ancillary Documents (to which Acquirer is a party) have has been duly executed and delivered by Acquirer CBCS and constitute constitutes a valid and binding obligation of Acquirer, subject to the fulfillment of the conditions precedent set forth in Sections 7.1(a) and 7.1(e) hereofCBCS, enforceable in accordance with their its terms, subject to the Remedies Exception. Acquirer Except as disclosed on Schedule 4.2(a), neither CBCS nor any Subsidiary is not subject to, or obligated under, any provision of (ai) its Articles of Incorporation Charter or Bylaws, (bii) any Contractagreement, arrangement or understanding, (ciii) any license, franchise or permit or (div) subject to obtaining the approvals referred to in the Section 3.2(b)next sentence, any Lawlaw, regulation, order, judgment or decree, which (x) would be breached or violated, or in respect of which a right of termination or acceleration or any Encumbrance encumbrance on any of its assets would be created, by the execution, delivery or performance of this Agreement and the Ancillary DocumentsAgreement, or the consummation of the transactions contemplated hereby and thereby and (y) reasonably would be expected to hereby, other than any such breaches or violations which will not, individually or in the aggregate, have a Material Adverse Effect. (b) . Other than in connection with obtaining any approvals or waivers from the Board of Governors of the Federal Reserve System (the “FRB”) for the Merger required under the Bank Holding Company Act, any approvals from the Minnesota Department of Commerce (the “MDC”) for the change in control of the ownership of KleinBank or the Bank Merger required under Sections 46.048 and 49.33 of the Revised Statutes of Minnesota (the “Minnesota Banking Statutes”) and any approvals from the Office of the Comptroller of the Currency (the “OCC”) for the Bank Merger required under Bank Merger Act (such approvals or waivers under the Bank Holding Company Act, the Minnesota Banking Statutes, Regulatory Approvals and the Bank Merger Act being herein collectively referred to as the “Bank Regulatory Approvals”); approvals to issue Acquirer Common Stock under the Securities Act of 1933, as amended, and the rules and regulations thereunder (the “Securities Act”), under state securities or blue sky laws and the rules and regulations thereunder (“Blue Sky Laws”), and under the rules of the NASDAQ Global Market (“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 Minnesota Articles of Merger with the Secretary of State of Minnesota and with respect to the Bank Merger of a certificate of merger with the MDC; Secretary of State of Delaware and the articles of merger with the WDFI, no authorization, consent or approval of, or filing with, any Governmental Entity Authorization is necessary on the part of Acquirer CBCS or any Subsidiary for the consummation by it CBCS of the transactions contemplated by this Agreement, except for such Governmental Authorizations as to which the failure to obtain or make would not, individually or in the aggregate, have a Material Adverse Effect.

Authority Relative to this Agreement; Non-Contravention. (a) Acquirer Each of EasyWeb and ZAC has the requisite corporate power and authority to enter into this Agreement and the Ancillary Documents (to which Acquirer is a party) and to carry out its obligations hereunder, subject to the fulfillment of the conditions precedent set forth in Sections 7.1(a) and 7.1(e) hereof, and thereunder. The execution and delivery of this Agreement by each of EasyWeb and such Ancillary Documents by Acquirer ZAC, and the consummation by Acquirer EasyWeb and ZAC of the transactions contemplated hereby and thereby have been duly authorized by the board Boards of directors Directors of Acquirereach of EasyWeb and ZAC and by EasyWeb as the sole stockholder of ZAC. No other corporate proceedings on the part of Acquirer EasyWeb or ZAC are necessary to authorize the execution and delivery of this Agreement, Agreement and the Ancillary Documents (to which Acquirer is a party), or to consummate the Merger and consummation of the transactions contemplated hereby or will otherwise be sought by this AgreementEasyWeb. This Agreement and the Ancillary Documents (to which Acquirer is a party) have has been duly executed and delivered by Acquirer EasyWeb and constitute ZAC and, assuming it is a valid and binding obligation of AcquirerZIOPHARM, subject to the fulfillment constitutes a valid and binding obligation of the conditions precedent set forth in Sections 7.1(a) EasyWeb and 7.1(e) hereof, ZAC enforceable in accordance with their termsits 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, subject to the Remedies Exceptioninsolvency and similar laws affecting creditors’ rights and remedies generally. Acquirer Neither EasyWeb nor ZAC is not subject to, or nor obligated under, any provision of (a) its Articles their respective certificate of Incorporation incorporation or Bylawsbylaws, (b) any Contractagreement, arrangement or understanding, (c) any license, franchise or permit or permit, nor (d) subject to obtaining the approvals referred to in the Section 3.2(b)next sentence, any Lawlaw, regulation, order, judgment or decree, which (x) would conflict with, be breached or violated, or in respect of which a right of termination or acceleration or any Encumbrance security interest, charge or encumbrance on any of its assets would be created, by the execution, delivery or performance of this Agreement and the Ancillary Documents, or the consummation of the transactions contemplated hereby and thereby and hereby, other than any such conflicts, breaches, violations, rights of termination or acceleration or security interests, charges or encumbrances which, in the case of clauses (yb), (c) or (d), individually or in the aggregate, would not reasonably would be expected to have a Material Adverse Effect. Effect on EasyWeb. Except for (ba) Other than in connection with obtaining any approvals or waivers from the Board of Governors of the Federal Reserve System (the “FRB”) for the Merger required under the Bank Holding Company Act, any approvals from the Minnesota Department of Commerce (the “MDC”) for the change in control of the ownership of KleinBank or the Bank Merger required under Sections 46.048 and 49.33 of the Revised Statutes of Minnesota (the “Minnesota Banking Statutes”) and any approvals from the Office of the Comptroller of the Currency (the “OCC”) for the Bank Merger required under Bank Merger Act (such approvals or waivers under the Bank Holding Company Act, the Minnesota Banking Statutes, and the Bank Merger Act being herein collectively referred to as the “Bank Regulatory Approvals”); approvals to issue Acquirer Common Stock under the Securities Act of 1933, as amended, and the rules and regulations thereunder (the “Securities Act”), under state securities or applicable blue sky laws and (b) the rules and regulations thereunder (“Blue Sky Laws”), and under the rules filing of the NASDAQ Global Market (“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 Minnesota Articles Certificate of Merger with the Secretary of State of Minnesota and with respect to the Bank Merger State of a certificate of merger with the MDC; Delaware, no authorization, consent or approval of, or filing with, any Governmental Entity public body, court or authority is necessary on the part of Acquirer EasyWeb or ZAC for the consummation by it EasyWeb or ZAC 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, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on EasyWeb or ZAC or materially adversely affect the consummation of the transactions contemplated hereby.

Authority Relative to this Agreement; Non-Contravention. (a) Acquirer KFI has the requisite corporate power and authority to enter into this Agreement and the Ancillary Documents (to which Acquirer KFI is a party) ), and to carry out its obligations hereunderhereunder and thereunder, subject to the fulfillment of the conditions precedent set forth in Sections 7.1(a) and 7.1(e) hereof, and thereunder). The execution and delivery of this Agreement and such Ancillary Documents by Acquirer KFI and the consummation by Acquirer KFI of the transactions contemplated hereby and thereby have been duly authorized by the board of directors of AcquirerKFI. No Other than the approval of the Merger by holders of at least a majority of the number of issued and outstanding shares of KFI Common Stock as of the record date for the KFI Shareholder Meeting (the “Required KFI Shareholder Vote”), no other corporate proceedings on the part of Acquirer KFI are necessary to authorize this Agreement, or the Ancillary Documents (to which Acquirer KFI is a party), or to consummate the Merger and the or any other transactions contemplated by this Agreement. hereby or thereby. (b) This Agreement and the Ancillary Documents (to which Acquirer KFI is a party) have been duly executed and delivered by Acquirer KFI and constitute a valid and binding obligation of Acquirer, subject to the fulfillment of the conditions precedent set forth in Sections 7.1(a) and 7.1(e) hereofKFI, enforceable in accordance with their its terms, subject to the Remedies Exception. Acquirer Neither KFI, nor KleinBank nor any of their respective Subsidiaries is not subject to, or obligated under, any provision of (ai) its Articles of Incorporation Incorporation, Bylaws or Bylawsother governing documents, (bii) any Contract, except for any Contracts for which Required Consents must be obtained pursuant to Section 7.3(f) or Contracts that expire or are terminated prior to the Effective Time, (ciii) any license, franchise or permit or (div) subject to obtaining the approvals referred to in the Section 3.2(b4.2(c), any Law, order, judgment or decree, which (xA) would be breached or violated, or in respect of which a right of termination or acceleration or any Encumbrance on any of its assets would be created, by the execution, delivery or performance of this Agreement and the Ancillary Documents, or the consummation of the transactions contemplated hereby and thereby and (yB) that could reasonably would be expected to have a Material Adverse Effect. (bc) Other than in connection with obtaining any approvals or waivers from the Board of Governors of the Federal Reserve System (the “FRB”) for the Merger required under the Bank Holding Company Act, any approvals from the Minnesota Department of Commerce (the “MDC”) for the change in control of the ownership of KleinBank or the Bank Merger required under Sections 46.048 and 49.33 of the Revised Statutes of Minnesota (the “Minnesota Banking Statutes”) and any approvals from the Office of the Comptroller of the Currency (the “OCC”) for the Bank Merger required under Bank Merger Act (such approvals or waivers under the Bank Holding Company Act, the Minnesota Banking Statutes, and the Bank Merger Act being herein collectively referred to as the “Bank Regulatory Approvals”); approvals to issue Acquirer Common Stock under , the Securities Act of 1933, as amended, and the rules and regulations thereunder (the “Securities Act”), under state securities or blue sky laws and the rules and regulations thereunder (“Blue Sky Laws”), and under the rules filing of the NASDAQ Global Market (“NASDAQ”); filings with respect to the Indiana Articles of 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 Minnesota Articles of Merger with the Secretary of State of Minnesota and with respect to the Bank Merger of a certificate of merger with the MDC; Merger, no authorization, consent or approval of, or filing with, any Governmental Entity Authorization is necessary on the part of Acquirer either of KFI, KleinBank or their respective Subsidiaries for the consummation by it KFI of the transactions contemplated by this AgreementAgreement and the Ancillary Documents.

Authority Relative to this Agreement; Non-Contravention. (a) Acquirer Each of Manhattan and TAC has the requisite corporate power and authority to enter into this Agreement and the Ancillary Documents (to which Acquirer is a party) and to carry out its obligations hereunder, subject to the fulfillment of the conditions precedent set forth in Sections 7.1(a) and 7.1(e) hereof, and thereunder. The execution and delivery of this Agreement by each of Manhattan and such Ancillary Documents by Acquirer TAC, and the consummation by Acquirer Manhattan and TAC of the transactions contemplated hereby and thereby have been duly authorized by the board Boards of directors Directors of Acquirereach of Manhattan and TAC and by Manhattan as the sole stockholder of TAC. No other corporate proceedings on the part of Acquirer Manhattan or TAC are necessary to authorize the execution and delivery of this Agreement, Agreement and the Ancillary Documents (to which Acquirer is a party), or to consummate the Merger and consummation of the transactions contemplated hereby or will otherwise be sought by this AgreementManhattan. This Agreement and the Ancillary Documents (to which Acquirer is a party) have has been duly executed and delivered by Acquirer Manhattan and constitute TAC and, assuming it is a valid and binding obligation of AcquirerTarpan, subject to the fulfillment constitutes a valid and binding obligation of the conditions precedent set forth in Sections 7.1(a) Manhattan and 7.1(e) hereof, TAC enforceable in accordance with their termsits 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, subject to the Remedies Exceptioninsolvency and similar laws affecting creditors’ rights and remedies generally. Acquirer Except as set forth in Schedule 4.2, neither Manhattan nor TAC is not subject to, or nor obligated under, any provision of (a) its Articles their respective Certificate of Incorporation or Bylaws, (b) any Contractagreement, arrangement or understanding, (c) any license, franchise or permit or permit, nor (d) subject to obtaining the approvals referred to in the Section 3.2(b)next sentence, any Lawlaw, regulation, order, judgment or decree, which (x) would conflict with, be breached or violated, or in respect of which a right of termination or acceleration or any Encumbrance security interest, charge or encumbrance on any of its assets would be created, by the execution, delivery or performance of this Agreement and the Ancillary Documents, or the consummation of the transactions contemplated hereby and thereby and (y) hereby, other than any such conflicts, breaches, violations, rights of termination or acceleration or security interests, charges or encumbrances which, individually or in the aggregate, would not reasonably would be expected to have a Material Adverse Effect. Effect on Manhattan. Except for (a) approvals under applicable blue sky laws, (b) Other than in connection with obtaining any approvals or waivers from the Board of Governors filing of the Federal Reserve System (the “FRB”) for the Merger required under the Bank Holding Company Act, any approvals from the Minnesota Department of Commerce (the “MDC”) for the change in control of the ownership of KleinBank or the Bank Merger required under Sections 46.048 and 49.33 of the Revised Statutes of Minnesota (the “Minnesota Banking Statutes”) and any approvals from the Office of the Comptroller of the Currency (the “OCC”) for the Bank Merger required under Bank Merger Act (such approvals or waivers under the Bank Holding Company Act, the Minnesota Banking Statutes, and the Bank Merger Act being herein collectively referred to as the “Bank Regulatory Approvals”); approvals to issue Acquirer Common Stock under the Securities Act of 1933, as amended, and the rules and regulations thereunder (the “Securities Act”), under state securities or blue sky laws and the rules and regulations thereunder (“Blue Sky Laws”), and under the rules of the NASDAQ Global Market (“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 Minnesota Articles Certificate of Merger with the Secretary of State of Minnesota the State of Delaware, and with respect to the Bank Merger of a certificate of merger with the MDC; (c) such filings, authorizations or approvals as may be set forth in Schedule 4.2, no authorization, consent or approval of, or filing with, any Governmental Entity public body, court or authority is necessary on the part of Acquirer Manhattan or TAC for the consummation by it Manhattan or TAC 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, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Manhattan or TAC or materially adversely affect the consummation of the transactions contemplated hereby.

Authority Relative to this Agreement; Non-Contravention. (a) Acquirer has the requisite corporate power and authority to enter into this Agreement and the Ancillary Documents (to which Acquirer is a party) and to carry out its obligations hereunder, subject to the fulfillment of the conditions precedent set forth in Sections 7.1(a) and 7.1(e) hereof, and thereunder. The execution and delivery of this Agreement and such Ancillary Documents by Acquirer NCFP and the consummation by Acquirer NCFP of the transactions contemplated hereby and thereby have been duly authorized by the board Board of directors Directors of Acquirer. No NCFP and, except for approval of this Agreement and the Merger by the requisite vote or consent of NCFP’s stockholders (the “Requisite NCFP Stockholder Vote”), no other corporate proceedings on the part of Acquirer NCFP are necessary to authorize the execution and delivery of this Agreement, Agreement and the Ancillary Documents (to which Acquirer is a party), or to consummate the Merger and consummation of the transactions contemplated by this Agreementhereby. This Agreement and the Ancillary Documents (to which Acquirer is a party) have has been duly executed and delivered by Acquirer and constitute NCFP and, assuming it is a valid and binding obligation of AcquirerVSTR and NCAV, subject to the fulfillment constitutes a valid and binding obligation of the conditions precedent set forth in Sections 7.1(a) and 7.1(e) hereof, NCFP enforceable in accordance with their termsits 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, subject to the Remedies Exceptioninsolvency and similar laws affecting creditors’ rights and remedies generally. Acquirer NCFP is not subject to, or obligated under, any provision of (a) its Articles of Incorporation or Bylaws, (b) any Contractagreement, arrangement or understanding, (c) any license, franchise or permit or (d) subject to obtaining the approvals referred to in the Section 3.2(b)next sentence, any Lawlaw, regulation, order, judgment or decree, which (x) would conflict with, be breached or violated, or in respect of which a right of termination or acceleration or any Encumbrance security interest, charge or encumbrance on any of its assets would be created, by the execution, delivery or performance of this Agreement and the Ancillary Documents, or the consummation of the transactions contemplated hereby and thereby and hereby. Except for (x) approval of the Financial Industry Regulatory Authority (“FINRA”), (y) reasonably would be expected to have a Material Adverse Effect. (b) Other than in connection with obtaining any approvals or waivers from the Board of Governors filing of the Federal Reserve System (the “FRB”) for the Merger required under the Bank Holding Company Act, any approvals from the Minnesota Department of Commerce (the “MDC”) for the change in control of the ownership of KleinBank or the Bank Merger required under Sections 46.048 and 49.33 of the Revised Statutes of Minnesota (the “Minnesota Banking Statutes”) and any approvals from the Office of the Comptroller of the Currency (the “OCC”) for the Bank Merger required under Bank Merger Act (such approvals or waivers under the Bank Holding Company Act, the Minnesota Banking Statutes, and the Bank Merger Act being herein collectively referred to as the “Bank Regulatory Approvals”); approvals to issue Acquirer Common Stock under the Securities Act of 1933, as amended, and the rules and regulations thereunder (the “Securities Act”), under state securities or blue sky laws and the rules and regulations thereunder (“Blue Sky Laws”), and under the rules of the NASDAQ Global Market (“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 Minnesota Articles Certificate of Merger with the Secretary of State of Minnesota Delaware, and with respect to (z) the Bank filing of the Delaware Agreement of Merger of a certificate of merger and related officer’s certificates with the MDC; Delaware Secretary of State, no authorization, consent or approval of, or filing with, any Governmental Entity public body, court or authority is necessary on the part of Acquirer NCFP for the consummation by it NCFP of the transactions contemplated by this Agreement.

Authority Relative to this Agreement; Non-Contravention. (a) Acquirer Each of ante4 and PAC has the requisite corporate power and authority to enter into this Agreement and the Ancillary Documents (to which Acquirer is a party) and to carry out its obligations hereunder, subject to the fulfillment of the conditions precedent set forth in Sections 7.1(a) and 7.1(e) hereof, and thereunder. The execution and delivery of this Agreement by each of ante4 and such Ancillary Documents by Acquirer PAC, and the consummation by Acquirer ante4 and PAC of the transactions contemplated hereby and thereby have been duly authorized by the board Boards of directors Directors of Acquirereach of ante4 and PAC and by ante4 as the sole stockholder of PAC. No other corporate proceedings on the part of Acquirer ante4 or PAC are necessary to authorize the execution and delivery of this Agreement, Agreement and the Ancillary Documents (to which Acquirer is a party), or to consummate the Merger and consummation of the transactions contemplated hereby or will otherwise be sought by this Agreementante4. This Agreement and the Ancillary Documents (to which Acquirer is a party) have has been duly executed and delivered by Acquirer ante4 and constitute PAC and, assuming it is a valid and binding obligation of AcquirerPlains Energy, subject to the fulfillment constitutes a valid and binding obligation of the conditions precedent set forth in Sections 7.1(a) ante4 and 7.1(e) hereof, PAC enforceable in accordance with their termsits 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, subject to the Remedies Exceptioninsolvency and similar laws affecting creditors’ rights and remedies generally. Acquirer Neither ante4 nor PAC is not subject to, or nor obligated under, any provision of (a) its Articles their respective certificate of Incorporation incorporation or Bylawsbylaws, (b) any Contractagreement, arrangement or understanding, (c) any license, franchise or permit or permit, nor (d) subject to obtaining the approvals referred to in the Section 3.2(b)next sentence, any Lawlaw, regulation, order, judgment or decree, which (x) would conflict with, be breached or violated, or in respect of which a right of termination or acceleration or any Encumbrance security interest, charge or encumbrance on any of its assets would be created, by the execution, delivery or performance of this Agreement and the Ancillary Documents, or the consummation of the transactions contemplated hereby and thereby and hereby, other than any such conflicts, breaches, violations, rights of termination or acceleration or security interests, charges or encumbrances which, in the case of clauses (yb), (c) or (d), individually or in the aggregate, would not reasonably would be expected to have a Material Adverse Effect. Effect on ante4. Except for (ba) Other than in connection with obtaining any approvals or waivers from the Board of Governors of the Federal Reserve System (the “FRB”) for the Merger required under the Bank Holding Company Act, any approvals from the Minnesota Department of Commerce (the “MDC”) for the change in control of the ownership of KleinBank or the Bank Merger required under Sections 46.048 and 49.33 of the Revised Statutes of Minnesota (the “Minnesota Banking Statutes”) and any approvals from the Office of the Comptroller of the Currency (the “OCC”) for the Bank Merger required under Bank Merger Act (such approvals or waivers under the Bank Holding Company Act, the Minnesota Banking Statutes, and the Bank Merger Act being herein collectively referred to as the “Bank Regulatory Approvals”); approvals to issue Acquirer Common Stock under the Securities Act of 1933, as amended, and the rules and regulations thereunder (the “Securities Act”), under state securities or applicable blue sky laws and (b) the rules and regulations thereunder (“Blue Sky Laws”), and under the rules filing of the NASDAQ Global Market (“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 Minnesota Articles Certificate of Merger with the Secretary of State of Minnesota and with respect to the Bank Merger State of a certificate of merger with the MDC; Delaware, no authorization, consent or approval of, or filing with, any Governmental Entity public body, court or authority is necessary on the part of Acquirer ante4 or PAC for the consummation by it ante4 or PAC 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, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on ante4 or PAC or materially adversely affect the consummation of the transactions contemplated hereby.

Authority Relative to this Agreement; Non-Contravention. (a) Acquirer has PUB and PIB each have the requisite corporate power and authority to enter into this Agreement Agreement, the Support Agreement, and the Ancillary Documents Escrow Agreement (to which Acquirer is a partythe “Transaction Documents”) and to carry out its their respective obligations hereunder, subject to the fulfillment of the conditions precedent set forth in Sections 7.1(a) and 7.1(e) hereof, and thereunder. The execution and delivery of this Agreement and such Ancillary the Transaction Documents by Acquirer PUB and PIB and the consummation by Acquirer PUB and PIB of the transactions contemplated hereby and thereby have been duly authorized by the board Board of directors Directors of Acquirer. No PUB and PIB, and no other corporate proceedings on the part of Acquirer PUB or PIB are necessary to authorize this Agreementthe Transaction Documents, the Ancillary Documents (to which Acquirer is a party), or to consummate the Merger and the transactions contemplated by this Agreementsuch transactions. This Agreement and the Ancillary The Transaction Documents (to which Acquirer is a party) have been duly executed and delivered by Acquirer PUB and PIB and constitute a valid and binding obligation of Acquirer, subject to the fulfillment of the conditions precedent set forth in Sections 7.1(a) PUB and 7.1(e) hereofPIB, enforceable in accordance with their terms, subject to the Remedies Exception. Acquirer is not Neither PUB nor PIB are subject to, or obligated under, any provision of (ai) its Articles of Incorporation Charter (as hereinafter defined) or Bylaws, (bii) any Contractagreement, arrangement or understanding, (ciii) any license, franchise or permit or (div) subject to obtaining the approvals referred to in the Section 3.2(b)next sentence, any Lawlaw, regulation, order, judgment or decree, which (x) would be breached or violated, or in respect of which a right of termination or acceleration or any Encumbrance encumbrance on any of its assets would be created, by the its execution, delivery or performance of this Agreement or the consummation by it of the transactions contemplated hereby, other than any such breaches or violations which will not, individually or in the aggregate, have a material adverse effect on the business, operations or financial condition of PUB and the Ancillary DocumentsPIB, taken as a whole, or the consummation of the transactions contemplated hereby and thereby and (y) reasonably would be expected to have a Material Adverse Effecthereby. (b) Other than in connection with (i) obtaining any approvals or waivers approvals, as required, from the Board of Governors of the Federal Reserve System System, the Federal Deposit Insurance Corporation (“FDIC”), the United States Small Business Administration (“FRBSBA”) for or from the Merger required under the Bank Holding Company Act, any Utah Department of Financial Institutions; (ii) obtaining approvals from the Minnesota Department Utah Division of Commerce Securities (the “MDC”) for the change in control of the ownership of KleinBank or the Bank Merger required under Sections 46.048 and 49.33 of the Revised Statutes of Minnesota (the “Minnesota Banking Statutes”) and any approvals from the Office of the Comptroller of the Currency (the “OCC”) for the Bank Merger required under Bank Merger Act (process through which such approvals or waivers under the Bank Holding Company Act, the Minnesota Banking Statutes, and the Bank Merger Act approval is received being herein collectively referred to herein as the “Bank Regulatory ApprovalsFairness Hearing”); approvals ) to issue Acquirer the PUB Common Stock Shares under the Securities Act of 1933, as amended, and the rules and regulations thereunder (the “Securities 1933 Act”) (or to file a Form S-4 registration statement), requirements under other applicable state securities or blue sky laws and the rules and regulations thereunder (“Blue Sky Laws”), and under the rules of the NASDAQ Global Market (“NASDAQ”); filings with respect to the Merger under the Securities Exchange Act of 1934, as amendedlaws, and the rules and regulations thereunder thereunder, and the rules of The Nasdaq Stock Market LLC (such approvals and filings identified in (i) and (ii) hereafter collectively referred to as the “Exchange ActRegulatory Approvals”); and (iii) the filing with respect to the Merger of the Minnesota Articles of Merger with the Secretary of State of Minnesota and with respect to the Bank Merger of a certificate articles of merger with the MDC; Division of Corporations, no authorization, consent or approval of, or filing with, any Governmental Entity public body, court or authority is necessary on the part of Acquirer PUB or PIB for the consummation by it PUB and PIB of the transactions contemplated by this Agreement, except for such authorizations, consents, approvals and filings as to which the failure to obtain or make would not, individually or in the aggregate, have a material adverse effect on the business, operations or financial condition of PUB and PIB, taken as a whole, or the consummation of the transactions contemplated hereby. As used in this Agreement, the term “Charter” with respect to any corporation shall mean those instruments that at that time constitute its charter as filed or recorded under the general corporation or other applicable law of the jurisdiction of incorporation, including the articles of incorporation, any amendments thereto and any articles of merger or consolidation.

Authority Relative to this Agreement; Non-Contravention. (a) Acquirer The ------------------------------------------------------- Purchaser has the requisite corporate power and authority to enter into this Agreement and the Ancillary Documents (to which Acquirer is a party) and Agreement, to carry out its obligations hereunder, subject hereunder and to consummate the fulfillment of the conditions precedent set forth in Sections 7.1(a) and 7.1(e) hereof, and thereundertransactions contemplated hereby. The execution and delivery of this Agreement and such Ancillary Documents by Acquirer the Purchaser and the consummation by Acquirer the Purchaser of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on behalf of the board of directors of Acquirer. No Purchaser and no other corporate proceedings on the part of Acquirer the Purchaser are necessary to authorize this Agreement, the Ancillary Documents (to which Acquirer is a party), or to consummate the Merger Agreement and the transactions contemplated by this Agreementsuch transactions. This Agreement and the Ancillary Documents (to which Acquirer is a party) have has been duly executed and delivered by Acquirer the Purchaser and constitute constitutes a valid and binding obligation of Acquirer, subject to the fulfillment of the conditions precedent set forth in Sections 7.1(a) and 7.1(e) hereofPurchaser, enforceable in accordance with their its terms, subject except as the enforceability hereof may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the enforcement of creditors' rights generally and to judicial limitations on the Remedies Exceptionenforcement of the remedy of specific performance and other equitable remedies and except as the indemnification provisions of the Registration Rights Agreement may be limited by principles of public policy. Acquirer The Purchaser is not neither subject to, or nor obligated under, any provision of (a) its Articles of Incorporation charter or Bylawsbylaws, (b) any Contractagreement, arrangement or understanding, (c) any license, franchise or permit or (d) subject to obtaining the approvals referred to in the Section 3.2(b)any law, any Lawregulation, order, judgment or decree, which (x) would be breached or violated, or in respect of which a right of termination or acceleration or any Encumbrance encumbrance on any of its assets would be created, by the execution, delivery or performance of this Agreement and the Ancillary Documents, or the consummation of the transactions contemplated hereby and thereby and (y) hereby, other than any such breaches, violations, terminations, accelerations or encumbrances which would not, individually or in the aggregate, reasonably would be expected to have a Material Adverse Effect. material adverse effect on (by) Other than in connection with obtaining any approvals the business, assets, liabilities, results of operations or waivers from the Board of Governors financial condition of the Federal Reserve System Purchaser and its subsidiaries, taken as a whole, or (z) on the “FRB”) for the Merger required under the Bank Holding Company Act, any approvals from the Minnesota Department of Commerce (the “MDC”) for the change in control ability of the ownership of KleinBank Purchaser to perform its obligations under or with respect to, or to consummate the Bank Merger required under Sections 46.048 and 49.33 transactions contemplated by, this Agreement. Assuming the accuracy of the Revised Statutes of Minnesota (the “Minnesota Banking Statutes”) and any approvals from the Office representations of the Comptroller of the Currency (the “OCC”) for the Bank Merger required under Bank Merger Act (such approvals or waivers under the Bank Holding Company Actcontained in Section 5, the Minnesota Banking Statutes, and the Bank Merger Act being herein collectively referred to as the “Bank Regulatory Approvals”); approvals to issue Acquirer Common Stock under the Securities Act of 1933, as amended, and the rules and regulations thereunder (the “Securities Act”), under state securities or blue sky laws and the rules and regulations thereunder (“Blue Sky Laws”), and under the rules of the NASDAQ Global Market (“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 Minnesota Articles of Merger with the Secretary of State of Minnesota and with respect to the Bank Merger of a certificate of merger with the MDC; no authorization, consent or approval of, or filing with, any Governmental Entity public body, court or authority is necessary on the part of Acquirer the Purchaser for the consummation by it the Purchaser of the transactions contemplated by this Agreement.

Authority Relative to this Agreement; Non-Contravention. (a) Acquirer has the requisite corporate power and authority to enter into this Agreement and the Ancillary Documents (to which Acquirer is a party) and to carry out its obligations hereunder, subject to the fulfillment of the conditions precedent set forth in Sections 7.1(a) and 7.1(e) hereof, and thereunder. The execution and delivery of this Agreement and such Ancillary Documents by Acquirer Software Effective Solutions and the consummation by Acquirer Software Effective Solutions of the transactions contemplated hereby and thereby have been duly authorized by the board Board of directors Directors of Acquirer. No Software Effective Solutions and, except for approval of this Agreement and the Merger by the requisite vote or consent of Software Effective Solutions’s stockholders (the “Requisite Software Effective Solutions Stockholder Vote”), no other corporate proceedings on the part of Acquirer Software Effective Solutions are necessary to authorize the execution and delivery of this Agreement, Agreement and the Ancillary Documents (to which Acquirer is a party), or to consummate the Merger and consummation of the transactions contemplated by this Agreementhereby. This Agreement and the Ancillary Documents (to which Acquirer is a party) have has been duly executed and delivered by Acquirer and constitute Software Effective Solutions and, assuming it is a valid and binding obligation of AcquirerMedcana, subject to the fulfillment constitutes a valid and binding obligation of the conditions precedent set forth in Sections 7.1(a) and 7.1(e) hereof, Software Effective Solutions enforceable in accordance with their termsits 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, subject to the Remedies Exceptioninsolvency and similar laws affecting creditors’ rights and remedies generally. Acquirer Software Effective Solutions is not subject to, or obligated under, any provision of (a) its Articles of Incorporation or Bylaws, (b) any Contractagreement, arrangement or understanding, (c) any license, franchise or permit permit, or (d) subject to obtaining the approvals referred to in the Section 3.2(b)any law, any Lawregulation, order, judgment or decree, which (x) would conflict with, be breached or violated, or in respect of which a right of termination or acceleration or any Encumbrance security interest, charge or encumbrance on any of its assets would be created, by the execution, delivery or performance of this Agreement and the Ancillary Documents, or the consummation of the transactions contemplated hereby and thereby and (y) reasonably would be expected to have a Material Adverse Effect. (b) Other than in connection with obtaining any approvals or waivers from hereby. Except for the Board of Governors filing of the Federal Reserve System Nevada Certificate of Merger (Exchange) with the “FRB”) for Nevada Secretary of State, the Merger required under the Bank Holding Company Act, any approvals from the Minnesota Department of Commerce (the “MDC”) for the change in control filing of the ownership Louisiana Articles of KleinBank or Merger(Exchange) with the Bank Merger required under Sections 46.048 and 49.33 Louisiana Secretary of the Revised Statutes of Minnesota (the “Minnesota Banking Statutes”) and any approvals from the Office of the Comptroller of the Currency (the “OCC”) for the Bank Merger required under Bank Merger Act (such approvals or waivers under the Bank Holding Company Act, the Minnesota Banking StatutesState, and the Bank Merger Act being herein collectively referred to as filing with the “Bank Regulatory Approvals”); approvals to issue Acquirer Common Stock under the Securities Act OTCMARKETS/SEC of 1933, as amended, and the rules and regulations thereunder (the “Securities Act”), under state securities Current Reports on Form 8-K or blue sky laws and the rules and regulations thereunder (“Blue Sky Laws”), and under the rules a statement of the NASDAQ Global Market (“NASDAQ”); filings Material Event with respect to the Merger under the Securities Exchange Act execution and closing of 1934this Agreement, as amended, and the rules and regulations thereunder (the “Exchange Act”); the filing with respect to the Merger of the Minnesota Articles of Merger with the Secretary of State of Minnesota and with respect to the Bank Merger of a certificate of merger with the MDC; no authorization, consent or approval of, or filing with, any Governmental Entity public body, court or authority is necessary on the part of Acquirer Software Effective Solutions for the consummation by it Software Effective Solutions of the transactions contemplated by this Agreement.

Authority Relative to this Agreement; Non-Contravention. (a) Acquirer AIQ has the requisite corporate power and authority to enter into this Agreement and the Ancillary Documents (to which Acquirer is a party) Articles of Merger and to carry out its obligations hereunder, subject to the fulfillment of the conditions precedent set forth in Sections 7.1(a) and 7.1(e) hereof, hereunder and thereunder. The execution and delivery of this Agreement and such Ancillary Documents the Articles of Merger by Acquirer AIQ and the consummation by Acquirer AIQ of the transactions contemplated hereby and thereby have been duly authorized by the board Board of directors Directors of Acquirer. No AIQ and, except for approval of this Agreement and the Merger by the requisite vote of AIQ's shareholders, no other corporate proceedings on the part of Acquirer AIQ are necessary to authorize the execution and delivery of this Agreement, the Ancillary Documents (to which Acquirer is a party), or to consummate the Articles of Merger and the consummation of the transactions contemplated by this Agreementhereby and thereby. This Agreement and the Ancillary Documents (to which Acquirer is a party) have has been duly executed and delivered by Acquirer and constitute AIQ and, assuming it is a valid and binding obligation of AcquirerMI, subject to constitutes a valid and binding obligation of AIQ 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. The Articles of Merger, when executed and delivered by AIQ, will constitute the fulfillment valid and binding obligation of the conditions precedent set forth in Sections 7.1(a) and 7.1(e) hereofAIQ, enforceable in accordance with their its terms. Except as set forth in SCHEDULE 3.2, subject to the Remedies Exception. Acquirer AIQ is not subject to, or obligated under, any provision of (a) its Articles of Incorporation or Bylaws, (b) any Contractagreement, arrangement or understanding, (c) any license, franchise or permit or (d) subject to obtaining the approvals referred to in the Section 3.2(b)next sentence, any Lawlaw, regulation, order, judgment or decree, which (x) would conflict with, be breached or violated, or in respect of which a right of termination or acceleration or any Encumbrance security interest, charge or encumbrance on any of its assets would be created, by the execution, delivery or performance of this Agreement and Agreement, the Ancillary DocumentsArticles of Merger, or the consummation of the transactions contemplated hereby and thereby and (y) or thereby, 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 would be expected to have result in a Material Adverse Effect. Effect on AIQ. Except for (bi) Other than in connection with obtaining any approvals or waivers from the Board of Governors approval of the Federal Reserve System Merger, the Articles of Merger and this Agreement by a requisite vote of the shareholders of AIQ (the “FRB”"Requisite AIQ Shareholder Vote"), (ii) for approvals under applicable Blue Sky laws, (iii) the Merger required under the Bank Holding Company Act, any approvals from the Minnesota Department of Commerce (the “MDC”) for the change in control filing of the ownership Articles of KleinBank or the Bank Merger required under Sections 46.048 and 49.33 of the Revised Statutes of Minnesota (the “Minnesota Banking Statutes”) and any approvals from the Office of the Comptroller of the Currency (the “OCC”) for the Bank Merger required under Bank Merger Act (such approvals or waivers under the Bank Holding Company Act, the Minnesota Banking Statutes, and the Bank Merger Act being herein collectively referred to as the “Bank Regulatory Approvals”); approvals to issue Acquirer Common Stock under the Securities Act of 1933, as amended, and the rules and regulations thereunder (the “Securities Act”), under state securities or blue sky laws and the rules and regulations thereunder (“Blue Sky Laws”), and under the rules of the NASDAQ Global Market (“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 Minnesota Reincorporation Articles of Merger with the Secretary Secretaries of State of the States of Minnesota and with respect to the Bank Merger of a certificate of merger Colorado (as appropriate) in accordance with the MDC; MBCA and the CBCA, and (iv) such filings, authorizations or approvals as may be set forth in SCHEDULE 3.2, no authorization, consent or approval of, or filing with, any Governmental Entity public body, court or authority is necessary on the part of Acquirer AIQ for the consummation by it AIQ 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 AIQ or adversely affect the consummation of the transactions contemplated hereby.

Authority Relative to this Agreement; Non-Contravention. (a) Acquirer ZIOPHARM has the requisite corporate power and authority to enter into this Agreement and the Ancillary Documents (to which Acquirer is a party) and to carry out its obligations hereunder, subject to the fulfillment of the conditions precedent set forth in Sections 7.1(a) and 7.1(e) hereof, and thereunder. The execution and delivery of this Agreement and such Ancillary Documents by Acquirer ZIOPHARM and the consummation by Acquirer ZIOPHARM of the transactions contemplated hereby and thereby have been duly authorized by the board Board of directors Directors of Acquirer. No ZIOPHARM and, except for approval of this Agreement and the Merger by the requisite vote of ZIOPHARM’s stockholders (the “Requisite ZIOPHARM Stockholder Vote”), no other corporate proceedings on the part of Acquirer ZIOPHARM are necessary to authorize the execution and delivery of this Agreement, Agreement and the Ancillary Documents (to which Acquirer is a party), or to consummate the Merger and consummation of the transactions contemplated by this Agreementhereby. This Agreement and the Ancillary Documents (to which Acquirer is a party) have has been duly executed and delivered by Acquirer and constitute ZIOPHARM and, assuming it is a valid and binding obligation of AcquirerEasyWeb and ZAC, subject to the fulfillment constitutes a valid and binding obligation of the conditions precedent set forth in Sections 7.1(a) and 7.1(e) hereof, ZIOPHARM enforceable in accordance with their termsits 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, subject to the Remedies Exceptioninsolvency and similar laws affecting creditors’ rights and remedies generally. Acquirer ZIOPHARM is not subject to, or obligated under, any provision of (a) its Articles certificate of Incorporation incorporation or Bylawsbylaws, (b) any Contractagreement, arrangement or understanding, (c) any license, franchise or permit or (d) subject to obtaining the approvals referred to in the Section 3.2(b)next sentence, any Lawlaw, regulation, order, judgment or decree, which (x) would conflict with, be breached or violated, or in respect of which a right of termination or acceleration or any Encumbrance security interest, charge or encumbrance on any of its assets would be created, by the execution, delivery or performance of this Agreement and the Ancillary DocumentsAgreement, or the consummation of the transactions contemplated hereby and thereby and hereby, other than any such conflicts, breaches, violations, rights of termination or acceleration or security interests, charges or encumbrances which, in the case of clauses (yb), (c) or (d), individually or in the aggregate, would not reasonably would be expected to have result in a Material Adverse Effect. Effect on ZIOPHARM. Except for (ba) Other than in connection with obtaining any approvals or waivers from the Board of Governors of the Federal Reserve System (the “FRB”) for the Merger required under the Bank Holding Company Act, any approvals from the Minnesota Department of Commerce (the “MDC”) for the change in control of the ownership of KleinBank or the Bank Merger required under Sections 46.048 and 49.33 of the Revised Statutes of Minnesota (the “Minnesota Banking Statutes”) and any approvals from the Office of the Comptroller of the Currency (the “OCC”) for the Bank Merger required under Bank Merger Act (such approvals or waivers under the Bank Holding Company Act, the Minnesota Banking Statutes, and the Bank Merger Act being herein collectively referred to as the “Bank Regulatory Approvals”); approvals to issue Acquirer Common Stock under the Securities Act of 1933, as amended, and the rules and regulations thereunder (the “Securities Act”), under state securities or applicable blue sky laws and (b) the rules and regulations thereunder (“Blue Sky Laws”), and under the rules filing of the NASDAQ Global Market (“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 Minnesota Articles Certificate of Merger with the Secretary of State of Minnesota and with respect to the Bank Merger State of a certificate of merger with the MDC; Delaware, no authorization, consent or approval of, or filing with, any Governmental Entity public body, court or authority is necessary on the part of Acquirer ZIOPHARM for the consummation by it ZIOPHARM 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, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on ZIOPHARM or materially adversely affect the consummation of the transactions contemplated hereby.