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

Authority Relative to this Agreement; Non-Contravention. The Company 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 the Company and the consummation by the Company of the transactions contemplated hereby have been duly authorized by the Board of Directors of the Company and, except for approval of this Agreement and the Merger by the requisite vote of the Company’s shareholders (the "Requisite Company Shareholder Vote"), no other corporate proceedings on the part of the Company 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 the Company and, assuming it is a valid and binding obligation of DAVN and Merger Sub, constitutes a valid and binding obligation of the Company 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. Except as set forth in Schedule 3.2, the Company 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, 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 result in a Material Adverse Effect on the Company or the Surviving Company. Except for (a) approvals under applicable Blue Sky laws,

Authority Relative to this Agreement; Non-Contravention. The Company has the requisite corporate power and authority to enter into this Agreement and Agreement, to carry out its obligations hereunderhereunder and, subject to obtaining shareholder approval, to consummate the transactions contemplated hereby. The execution execution, delivery and delivery performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby have been duly authorized by the Board of Directors of the Company (the "Company's Board") and, except for approval of this Agreement and the Merger by the requisite affirmative vote of the Company’s shareholders (holders of a majority of the "Requisite outstanding shares of Company Shareholder Vote")Common Stock, no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated herebysuch transactions. This Agreement has been duly executed and delivered by the Company and, assuming it is a valid and binding obligation of DAVN and Merger Sub, constitutes a valid and binding obligation of the Company Company, 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. Except as set forth in Schedule 3.2, the The Company 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, best of its knowledge 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 assets of its assets the Company would be created, by the execution, delivery or performance of this Agreement, or the consummation of the transactions contemplated hereby. Other than in connection with obtaining the Requisite Approvals and the filing of a proxy or information statement and Rule 13e-3 Transaction Statement (if applicable) with the Securities and Exchange Commission (the "SEC"), to the best of its knowledge no authorization, consent or approval of, or filing with, any public body, court or authority, or any other than any such conflictsperson, breaches, violations, rights of termination or acceleration or security interests, charges or encumbrances which, in the aggregate, could not reasonably be expected to result in a Material Adverse Effect is necessary on the part of the Company or for the Surviving Company. Except for (a) approvals under applicable Blue Sky laws,consummation by the Company of the transactions contemplated by this Agreement.

Authority Relative to this Agreement; Non-Contravention. The Company (a) PUB has the requisite corporate power and authority to enter into this Agreement, the Voting and Support Agreement, the Holdback Escrow Agreement, the Indemnification Escrow Agreement and the Shareholder Agreement (the “Transaction Documents”) and to carry out its obligations hereunder. The execution and delivery of this Agreement the Transaction Documents by the Company PUB and the consummation by the Company PUB of the transactions contemplated hereby thereby have been duly authorized by the Board of Directors of the Company andPUB, except for approval of this Agreement and the Merger by the requisite vote of the Company’s shareholders (the "Requisite Company Shareholder Vote"), no other corporate proceedings on the part of the Company PUB are necessary to authorize the execution Transaction Documents, the Merger and delivery of this Agreement and the consummation of the transactions contemplated herebysuch transactions. This Agreement has The Transaction Documents have been duly executed and delivered by the Company and, assuming it is a PUB and constitute valid and binding obligation of DAVN and Merger SubPUB, constitutes a valid and binding obligation of the Company enforceable in accordance with its their 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. Except as set forth in Schedule 3.2, the Company PUB is not subject to, or obligated under, any provision of (ai) its Articles of Incorporation Charter (as hereinafter defined) or Bylaws, (bii) any agreement, arrangement or understanding, (ciii) any license, franchise or permit or (div) 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 or BAF’s assets would be created, by the its execution, delivery or performance of this Agreement, Agreement or the consummation by it of the transactions contemplated hereby, other than any such conflictsbreaches or violations which will not, breaches, violations, rights of termination individually or acceleration or security interests, charges or encumbrances which, in the aggregate, could not reasonably be expected to result in have a Material Adverse Effect material adverse effect on the Company business, operations or financial condition of PUB and its subsidiaries, taken as a whole, or the Surviving Company. Except for (a) approvals under applicable Blue Sky laws,consummation of the transactions contemplated hereby.

Authority Relative to this Agreement; Non-Contravention. The Company 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 the Company and the consummation by the Company of the transactions contemplated hereby have been duly authorized by the Board Company’s board of Directors of the Company directors and, except for approval of this Agreement and the Merger by the requisite vote of the Company’s shareholders (the "Requisite “Required Company Shareholder Stockholder Vote"”), no other corporate proceedings on the part of the Company 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 the Company and, assuming it is a valid and binding obligation of DAVN Equitex and Merger Sub, constitutes a valid and binding obligation of the Company 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. Except as set forth in Schedule 3.22.2, the Company is not subject to, or obligated under, any provision of (a) its Articles certificate of Incorporation incorporation 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, 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 result in a Material Adverse Effect on the Company or the Surviving Company. Except for (ai) approvals under applicable Blue Sky blue sky laws,, (ii) the filing of the Certificate of Merger with the Secretary of State of Delaware, and (iii) such filings, authorizations or approvals as may be set forth in Schedule 2.2, no authorization, consent or approval of, or filing with, any public body, court or authority is necessary on the part of the Company for the consummation by the Company 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 the Company or the Surviving Company or adversely affect the consummation of the transactions contemplated hereby.