Common use of Authority Relative to this Agreement Clause in Contracts

Authority Relative to this Agreement. The Company has the requisite corporate power and authority to enter into this Agreement and the Option Agreement and to perform its obligations hereunder and thereunder. The execution and delivery of this Agreement and the Option Agreement by the Company and the consummation by the Company of the transactions contemplated hereby and thereby have been duly and unanimously authorized by the Board of Directors of the Company and, except for the approval of its stockholders (if required) as set forth in Section 6.1, no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or the Option Agreement and the transactions contemplated hereby and thereby. This Agreement and Option Agreement have been duly executed and delivered by the Company and the Agreement constitutes valid and binding obligations of the Company, enforceable in accordance with their terms. Except as set forth on the Disclosure Schedule 4.4, neither the Company nor any of its subsidiaries is subject to or obligated under any provision of (a) its Certificate or Articles of Incorporation or By-Laws, (b) except as set forth in the Disclosure Schedule, any contract, (c) any license, franchise or permit, or (d) any law, regulation, order, judgment or decree, which 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 Company's execution, delivery and performance of this Agreement or the Option Agreement and the consummation by the Company of the transactions contemplated hereby, other than any such breaches, violations, rights or encumbrances which will not, individually or in the aggregate, have a Material Adverse Effect on the Company. Other than in connection with or in compliance with the provisions of the Delaware Law, the Exchange Act and the Hart-Xxxxx-Xxxxxx Xxx, no authorization, consent or approval of, or filing with, any public body, court or authority is necessary for the consummation by the Company of the transactions contemplated by this Agreement or the Option Agreement other than (i) filings with such foreign jurisdictions in which subsidiaries of the Company are organized which may require filings to be made in connection with the transfer of control of such subsidiaries, and (ii) such authorizations, consents, approvals or filings with respect to which the failure to obtain would not, individually or in the aggregate, have a Material Adverse Effect on the Company or the ability of the parties to consummate the transactions contemplated hereby. The Company agrees to make any and all such filings on or prior to the Effective Time if the Company is required to make such filings under applicable law.

Authority Relative to this Agreement. The Company Each of Parent and Purchaser has the requisite corporate power and authority to enter into this Agreement and the Option Agreement and to perform carry out its respective obligations hereunder and thereunderhereunder. The execution and delivery of this Agreement by Parent and the Option Agreement by the Company Purchaser and the consummation by the Company Parent and Purchaser of the transactions contemplated hereby and thereby have been duly and unanimously authorized by the Board Boards of Directors of the Company andParent and Purchaser, except for the approval of its stockholders (if required) as set forth in Section 6.1, and no other corporate proceedings (other than such consents which have already been obtained) on the part of the Company Parent or Purchaser are necessary to authorize this Agreement or the Option Agreement and the transactions contemplated hereby and therebyhereby. This Agreement and Option Agreement have has been duly executed and delivered by the Company Parent and the Agreement Purchaser and constitutes a valid and binding obligations obligation of the Companyeach such company, enforceable in accordance with their its terms, except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors rights generally or by equitable principles. Except as set forth on the Disclosure Schedule 4.4, neither the Company nor any None of its subsidiaries Parent or Purchaser is subject to or obligated under any provision of (a) its respective Certificate or Articles of Incorporation or By-Laws, (b) except as set forth in the Disclosure Schedule, any contract, (c) any license, franchise or permit, permit or (d) any law, regulation, order, judgment or decree, which 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' subsidiaries assets would could be created by the Company's its execution, delivery and performance of this Agreement or the Option Agreement and the consummation by the Company it of the transactions contemplated hereby, other than consent requirements that have already been satisfied and, in the cases of clauses (b), (c) and (d), any such breaches, violations, rights breaches or encumbrances violations which will not, individually or in the aggregate, have a Material Adverse Effect on the CompanyEffect. Other than in connection with or in compliance with the provisions of the Delaware Law, the Exchange Act Act, the securities or blue-sky laws of the various states of the United States and the Hartprovinces of Canada and the Xxxx-Xxxxx-Xxxxxx XxxAntitrust Improvements Act of 1976, as amended, (the "H-S-R ACT"), no authorization, consent or approval of, of or filing with, any public body, court or authority is necessary on the part of Parent or Purchaser for the consummation by the Company Parent and Purchaser of the transactions contemplated by this Agreement or the Option Agreement other than (i) filings with such foreign jurisdictions in which subsidiaries of the Company are organized which may require filings to be made in connection with the transfer of control of such subsidiariesAgreement, and (ii) except for such authorizations, consents, approvals or and filings with respect as to which the failure to obtain or make would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company Parent or Purchaser or on the ability of the parties Parent or Purchaser to consummate the transactions contemplated hereby. The Company agrees to make any and all such filings on or prior to the Effective Time if the Company is required to make such filings under applicable lawperform their respective obligations hereunder.

Authority Relative to this Agreement. The Company has the requisite corporate power and authority to enter into this Agreement and the Option Agreement and to perform carry out its obligations hereunder and thereunderhereunder. The execution and delivery of this Agreement and the Option Agreement by the Company and the consummation by the Company of the transactions contemplated hereby and thereby have been duly and unanimously authorized by the Company's Board of Directors Directors. This Agreement constitutes a valid and binding obligation of the Company andenforceable in accordance with its terms except as enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors rights generally and except that the availability of equitable remedies, including specific performance, is subject to the discretion of the court before which any proceeding therefor may be brought. Except for the approval of its stockholders (if required) this Agreement and the transactions contemplated hereby by the holders of a majority of the shares of Company Stock outstanding and entitled to vote thereon as set forth described in Section 6.13.7, and the filing and recordation of appropriate merger documents as required by the GCL, no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or the Option Agreement and the consummate transactions contemplated hereby and therebyhereby. This Agreement and Option Agreement have been duly executed and delivered by the The Company and the Agreement constitutes valid and binding obligations of the Company, enforceable in accordance with their terms. Except as set forth on the Disclosure Schedule 4.4, neither the Company nor any of its subsidiaries is not subject to or obligated under (i) any charter, by-law, indenture or other loan or credit document provision of or (aii) its Certificate or Articles of Incorporation or By-Laws, (b) except as set forth in the Disclosure Schedule, any other contract, (c) any license, franchise or franchise, permit, or (d) any law, regulation, order, judgment or decree, concession, lease, instrument, judgment, statute, law, ordinance, rule or regulation applicable to the Company or any of its subsidiaries or their respective properties or assets which would be breached or violated violated, or in respect under which there would be a default (with or without notice or lapse of time, or both), or under which there would arise a right of termination termination, cancellation, modification or acceleration of any obligation, or any encumbrance on any right to payment or compensation, or the loss of a material benefit, by its or any of its subsidiaries' assets would be created by the Company's execution, delivery executing and performance of carrying out this Agreement or the Option Agreement and the consummation by the Company of the transactions contemplated hereby, other than any except for such breaches, violations, defaults or arising of such rights or encumbrances which will not, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect on Effect. Except as required by the Company. Other than in connection with or in compliance with HSR Act, the provisions of the Delaware LawSecurities Act, the Exchange Act Act, and the Hart-Xxxxx-Xxxxxx Xxxcorporation, securities or blue sky laws or regulations of the various states, and except for the filing and recordation of appropriate merger documents as required by the GCL, no filing or registration with, or authorization, consent or approval of, or filing with, any public body, court or authority Governmental Entity is necessary for the consummation by the Company of the Merger or the other transactions contemplated by this Agreement or the Option Agreement Agreement, other than (i) filings with such foreign jurisdictions in which subsidiaries of the Company are organized which may require filings to be made in connection with the transfer of control of such subsidiariesfilings, and (ii) such registrations, authorizations, consents, consents or approvals or filings with respect to which the failure to make or obtain which has not had, and would notnot reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect on or prevent the Company or the ability consummation of the parties to consummate the transactions contemplated hereby. The Company agrees to make any and all such filings on or prior to the Effective Time if the Company is required to make such filings under applicable law.

Authority Relative to this Agreement. The Company has the requisite corporate power and authority to enter into this Agreement and the Option Agreement and to perform its obligations hereunder and thereunderhereunder. The execution and delivery of this Agreement and the Option Agreement by the Company and the consummation by the Company of the transactions contemplated hereby and thereby have been duly and unanimously authorized by the Board of Directors of the Company and, except for the approval of its stockholders (if required) as set forth in Section 6.1, no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or the Option Agreement and the transactions contemplated hereby and therebyhereby. This Agreement and Option Agreement have has been duly executed and delivered by the Company and the Agreement constitutes a valid and binding obligations obligation of the Company, enforceable in accordance with their termsits terms subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting or relating to the enforcement of creditors' rights and remedies generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). Except as set forth on the Disclosure Schedule 4.4, neither Neither the Company nor any of its subsidiaries is subject to or obligated under any provision of (a) its Certificate or Articles of Incorporation or By-Laws, (b) except as set forth in the Disclosure Schedule, any material contract, (c) any license, franchise or permit, or (d) any law, regulation, order, judgment or decree, which 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 could be created by the Company's execution, delivery and performance of this Agreement or the Option Agreement and the consummation by the Company of the transactions contemplated hereby, other than than, in the case of clause (c) or (d), any such breaches, violations, rights or encumbrances which will not, individually or in the aggregate, have a Company Material Adverse Effect on the CompanyEffect. Other than in connection with or in compliance with the provisions of the Delaware Law, the Exchange Act and the HartXxxx-Xxxxx-Xxxxxx XxxAct, no authorization, consent or approval of, or filing with, any public body, court or authority is necessary for the consummation by the Company of the transactions contemplated by this Agreement or the Option Agreement other than (i) filings with such foreign jurisdictions in which subsidiaries of the Company are organized which may require filings to be made in connection with the transfer of control of such subsidiaries, and (ii) such authorizations, consents, approvals or filings with respect to which the failure to obtain would not, individually or in the aggregate, have a Material Adverse Effect on the Company or the ability of the parties to consummate the transactions contemplated hereby. The Company agrees to make any and all such filings on or prior to the Effective Time if the Company is required to make such filings under applicable lawAgreement.

Authority Relative to this Agreement. The Company has the requisite corporate power and authority to enter into this Agreement and the Option Agreement and Agreement, to perform its obligations hereunder and thereunderto consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the Option Agreement by the Company and the consummation by the Company of the transactions contemplated hereby and thereby have been duly and unanimously authorized by the Board of Directors of the Company and, except for the approval of its stockholders (if required) as set forth in Section 6.1, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or the Option Agreement and the transactions contemplated hereby and therebyhereby, except for any required approval of the Amalgamation by the Company’s shareholders as set forth in Section 4.21 of this Agreement. This Agreement and Option has been declared advisable by the Board of Directors of the Company. This Agreement have has been duly executed and delivered by the Company and the Agreement constitutes a valid and binding obligations obligation of the Company, enforceable in accordance with their its terms. Except as set forth in Section 4.05, or as set forth on Section 4.04 of the Company Disclosure Schedule 4.4Schedule, neither the Company nor any Company Subsidiary (and none of its subsidiaries their respective property or assets) is subject to or obligated under any provision of (ai) its Certificate or Articles of Incorporation or By-Lawsrespective Organizational Documents, (bii) except as set forth in the Disclosure Schedule, any contractContract, (ciii) any license, franchise or permit, Permit or (div) any law, regulation, order, judgment Law or decreeGovernmental Order, which would be breached breached, violated or violated defaulted (with or without due notice or lapse of time or both) or in respect of which a right of termination or acceleration or a loss of a material benefit or any encumbrance Encumbrance on any of its or any of its subsidiaries' assets would be created or suffered by or result from the Company's ’s execution and performance of this Agreement, except as to clauses (ii), (iii) or (iv) above where any such breach, violation, right of termination or acceleration, or Encumbrances, individually or in the aggregate, could not reasonably be expected to have a Company Material Adverse Effect. Subject to the completeness and accuracy of Parent’s representations in this Agreement, the execution, delivery and performance of this Agreement or the Option Agreement and the consummation of the Amalgamation and the other transactions contemplated hereby by the Company will not require the consent, order, authorization or approval of, declaration or notice to or registration or filing with any Governmental Entity, other than (i) pursuant to applicable requirements, if any, of the Exchange Act, state “blue sky” or takeover laws, and the HSR Act and any other applicable Antitrust Laws, (ii) filing and recordation of appropriate Amalgamation Documents as required by the Companies Act, (iii) compliance with the United States Communications Act of 1934, as amended, including without limitation, as amended by the United States Telecommunications Act of 1996 and any rules, regulations or policies promulgated by the FCC or any Telecommunications Operating Authority and Laws, each of which consent, approval, registration, license and filing is listed on Section 4.04 of the Company Disclosure Schedule except those which the failure to obtain or make could not reasonably be expected to have a Company Material Adverse Effect; (iv) any approvals specified by Parent in Section 5.03, and (v) the Exon Xxxxxx Notification (as defined in Section 6.07(a)). To the Knowledge of the Company, no Bermuda or state takeover statute or similar statute or regulation applies or purports to apply to the Amalgamation, this Agreement or any of the transactions contemplated hereby, other than any such breaches, violations, rights or encumbrances which will not, individually or in the aggregate, have a Material Adverse Effect on the Company. Other than in connection with or in compliance with the provisions of the Delaware Law, the Exchange Act and the Hart-Xxxxx-Xxxxxx Xxx, no authorization, consent or approval of, or filing with, any public body, court or authority is necessary for the consummation by the Company of the transactions contemplated by this Agreement or the Option Agreement other than (i) filings with such foreign jurisdictions in which subsidiaries of the Company are organized which may require filings to be made in connection with the transfer of control of such subsidiaries, and (ii) such authorizations, consents, approvals or filings with respect to which the failure to obtain would not, individually or in the aggregate, have a Material Adverse Effect on the Company or the ability of the parties to consummate the transactions contemplated hereby. The Company agrees to make any and all such filings on or prior to the Effective Time if the Company is required to make such filings under applicable law.

Authority Relative to this Agreement. The Company Each of the Purchaser and the Merger Sub has the requisite corporate power and authority to enter into this Agreement and the Option Agreement Shareholders Agreement, as applicable, and to perform carry out its respective obligations hereunder and thereunder. The execution and delivery of this Agreement and the Option Agreement Shareholders Agreement, as applicable, by the Company Purchaser and the Merger Sub, as applicable, and the consummation by the Company Purchaser and the Merger Sub, as applicable, of the transactions contemplated hereby and thereby have been duly and unanimously authorized by the Board respective Boards of Directors of the Company andPurchaser and the Merger Sub, except for as applicable, by the approval Purchaser as the sole stockholder of its stockholders (if required) as set forth in Section 6.1the Merger Sub, and no other corporate proceedings proceedings, including the vote of the stockholders of the Purchaser, on the part of the Company Purchaser or the Merger Sub are necessary to authorize this Agreement or the Option Agreement Shareholders Agreement, as applicable, or commence the Offer and consummate the transactions contemplated hereby and thereby. This Agreement and Option Agreement the Shareholders Agreement, as applicable, have been duly executed and delivered by the Company Purchaser and the Agreement constitutes Merger Sub and constitute valid and binding obligations of the Companyeach such company, as applicable, enforceable in accordance with their termsterms subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting or relating to the enforcement of creditors' rights and remedies generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). Except as set forth on Neither the Disclosure Schedule 4.4, neither Purchaser nor the Company nor any of its subsidiaries Merger Sub is subject to or obligated under any provision of (a) its Certificate or Articles of Incorporation or By-Laws, or (b) except as set forth in the Disclosure Schedule, any contract, indenture, instrument, or other agreement, or (c) any license, franchise or permit, or (d) any law, regulation, order, judgment or decree, which would be breached breached, violated or violated defaulted 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 could be created by the Company's its execution, delivery and performance of this Agreement or the Option Agreement Shareholders Agreement, as applicable, and the consummation by the Company it of the transactions contemplated herebyhereby and thereby, other than any such breaches, violations, defaults, rights of termination or encumbrances acceleration, or encumbrances, which will not, individually or in the aggregate, have a Material Adverse Effect material adverse effect on the Companyability of the Merger Sub to consummate the Offer or the Merger. Other than in connection with or in compliance with the provisions of the Delaware Law, the Exchange Act and Act, the HartXxxx-Xxxxx-Xxxxxx XxxAct, no authorization, consent or approval of, or filing with, any public body, court or authority is necessary on the part of the Purchaser or the Merger Sub for the consummation by the Company Purchaser and the Merger Sub of the transactions contemplated by this Agreement or the Option Agreement Shareholders Agreement, as applicable, other than (i) filings with such foreign jurisdictions in which subsidiaries of the Company are organized which may require filings to be made in connection with the transfer of control of such subsidiaries, and (ii) such authorizations, consents, approvals or filings with respect to which the failure to obtain would not, individually or in Purchaser and the aggregate, have a Material Adverse Effect on the Company or the ability of the parties to consummate the transactions contemplated hereby. The Company Merger Sub each agrees to make any and all such filings on or prior to the Effective Time if the Company is any of such parties are required to make such filings under applicable law.

Authority Relative to this Agreement. The Company MBI has the requisite corporate power and authority to enter into this Agreement and and, subject to approval of the Option Agreement and MBI Share Proposal by the holders of MBI Common Stock to consummate the Merger, to perform its obligations hereunder and thereunderhereunder. The execution and delivery of this Agreement and the Option Agreement by the Company and the consummation by the Company of the transactions contemplated hereby and thereby have been duly and unanimously authorized by the MBI's Board of Directors Directors. This Agreement constitutes a valid and legally binding obligation of MBI enforceable in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors' rights generally and except that the availability of equitable remedies, including specific performance, is subject to the discretion of the Company and, except court before which any proceeding therefor may be brought. Except for the approval of its stockholders (if required) as set forth the holders of MBI Common Stock described in Section 6.13.7(a), no other corporate proceedings on the part of the Company MBI are necessary to authorize this Agreement or the Option Agreement and the transactions contemplated hereby and thereby. This Agreement and Option Agreement have been duly executed and delivered by the Company and the Agreement constitutes valid and binding obligations of the Company, enforceable in accordance with their termshereby. Except as set forth on disclosed in the MBI SEC Reports (as defined below) or in Section 4.4 of the MBI Disclosure Schedule 4.4Schedule, neither the Company nor any of its subsidiaries MBI is not subject to or obligated under (i) any charter, bylaw, indenture or other loan document provision of or (aii) its Certificate or Articles of Incorporation or By-Laws, (b) except as set forth in the Disclosure Schedule, any other contract, (c) any license, franchise or franchise, permit, or (d) any law, regulation, order, judgment decree, concession, lease, instrument, judgment, statute, law, ordinance, rule or decreeregulation applicable to MBI or any of its subsidiaries or their respective properties or assets, which would be breached or violated violated, or in respect under which there would be a default (with or without notice or lapse of time, or both), or under which there would arise a right of termination termination, cancellation or acceleration of any obligation or any encumbrance on any the loss of a material benefit, by its or any of its subsidiaries' assets would be created by the Company's execution, delivery executing and performance of carrying out this Agreement or other than, in the Option Agreement and the consummation by the Company case of the transactions contemplated herebyclause (ii) only, other than (A) any such breaches, violations, rights defaults, terminations, cancellations, accelerations or encumbrances which will notlosses which, individually either singly or in the aggregate, will not have a an MBI Material Adverse Effect on or prevent the Companyconsummation of the transactions contemplated hereby and (B) the laws and regulations referred to in the next sentence. Other than Except in connection with connection, or in compliance compliance, with the provisions of the Delaware LawSecurities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the Hart-Xxxxx-Xxxxxx Xxxcorporation, securities or blue sky laws or regulations of the various states, no filing or registration with, or authorization, consent or approval of, or filing with, any public body, court body or authority is necessary for the consummation by MBI of the Company Merger or the other transactions contemplated by this Agreement, other than filings, registrations, authorizations, consents or approvals the failure of which to make or obtain would not have an MBI Material Adverse Effect or prevent the consummation of the transactions contemplated by this Agreement or the Option Agreement other than (i) filings with such foreign jurisdictions in which subsidiaries of the Company are organized which may require filings to be made in connection with the transfer of control of such subsidiaries, and (ii) such authorizations, consents, approvals or filings with respect to which the failure to obtain would not, individually or in the aggregate, have a Material Adverse Effect on the Company or the ability of the parties to consummate the transactions contemplated hereby. The Company agrees to make any and all such filings on or prior to the Effective Time if the Company is required to make such filings under applicable law.

Authority Relative to this Agreement. The Company Each of BHP, Sub and ------------------------------------ Purchaser has the requisite corporate power and authority to enter into this Agreement and the Option Agreement and to perform carry out its respective obligations hereunder and thereunderhereunder. The execution and delivery of this Agreement by BHP, Sub and the Option Agreement by the Company Purchaser and the consummation by the Company BHP, Sub and Purchaser of the transactions contemplated hereby and thereby have been duly and unanimously authorized by the Board Boards of Directors of the Company andBHP, except for the approval of its stockholders (if required) as set forth in Section 6.1Sub and Purchaser, and no other corporate proceedings on the part of the Company BHP, Sub or Purchaser are necessary to authorize this Agreement or the Option Agreement and the transactions contemplated hereby and therebyhereby. This Agreement and Option Agreement have has been duly executed and delivered by the Company BHP, Sub and the Agreement Purchaser and constitutes a valid and binding obligations obligation of the Companyeach such company, enforceable in accordance with their its terms, except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors rights generally or by equitable principles. Except as set forth on the Disclosure Schedule 4.4None of BHP, neither the Company nor any of its subsidiaries Sub or Purchaser is subject to or obligated under any provision of (a) its respective Certificate or Articles of Incorporation (or, in the case of BHP, its Memorandum of Association) or By-LawsLaws (or, in the case of BHP, its Articles of Association), (b) except as set forth in the Disclosure Schedule, any contract, (c) any license, franchise or permit, permit or (d) any law, regulation, order, judgment or decree, which would be breached or violated or in respect of which a right of termination or acceleration or any encumbrance on any of by its or any of its subsidiaries' assets would be created by the Company's execution, delivery and performance of this Agreement or the Option Agreement and the consummation by the Company it of the transactions contemplated hereby, other than any such breaches, violations, rights breaches or encumbrances violations which will not, individually or in the aggregate, have a Material Adverse Effect material adverse effect on the Companyability of BHP, Sub and Purchaser to consummate the transactions contemplated by this Agreement. Other than in connection with or in compliance with the provisions of the Delaware Law, Arizona Law (as defined in Section 4.4), the Exchange Act Act, the securities or blue-sky laws of the various states of the United States and the HartXxxx-Xxxxx-Xxxxxx XxxAntitrust Improvements Act of 1976, as amended, (the "H-S- R Act"), no authorization, consent or approval of, of or filing with, any public body, court or authority is necessary on the part of BHP, Sub or Purchaser for the consummation by the Company BHP, Sub and Purchaser of the transactions contemplated by this Agreement or the Option Agreement other than (i) filings with such foreign jurisdictions in which subsidiaries of the Company are organized which may require filings to be made in connection with the transfer of control of such subsidiariesAgreement, and (ii) except for such authorizations, consents, approvals or and filings with respect as to which the failure to obtain or make would not, individually or in the aggregate, have a Material Adverse Effect material adverse effect on the Company or the ability of the parties BHP, Sub or Purchaser to consummate the transactions contemplated hereby. The Company agrees to make any and all such filings on or prior to the Effective Time if the Company is required to make such filings under applicable lawperform their respective obligations hereunder.

Authority Relative to this Agreement. The Company (a) Coors has the requisite all necessary corporate power and authority to enter into execute and deliver this Agreement and the Option Agreement other Transaction Documents to which it is party and to perform its obligations hereunder and thereunderthereunder and, subject to the receipt of the Coors Stockholder Approval, the Interim Order and the Final Order, to consummate the transactions contemplated hereby and thereby. The execution execution, delivery and delivery performance by Coors of this Agreement and the Option Agreement by the Company other Transaction Documents to which it is party and the consummation by the Company Coors of the transactions contemplated hereby and thereby have been duly and unanimously validly authorized by all necessary corporate action on the Board part of Directors of the Company andCoors, except for the approval of its stockholders (if required) as set forth in Section 6.1, and no other corporate proceedings on the part of the Company Coors are necessary to authorize this Agreement or the Option Agreement other Transaction Documents, or to consummate the transactions so contemplated, other than the Coors Stockholder Approval, the Interim Order and the transactions contemplated hereby and therebyFinal Order. This Agreement has been, and Option Agreement have been each other Transaction Document to which Coors is or will be party has been, or will be at or prior to the Closing, duly and validly executed and delivered by Coors and, assuming the Company due authorization, execution and the Agreement constitutes valid and binding obligations of the Company, enforceable in accordance with their terms. Except as set forth on the Disclosure Schedule 4.4, neither the Company nor any of its subsidiaries is subject to or obligated under any provision of (a) its Certificate or Articles of Incorporation or By-Laws, (b) except as set forth in the Disclosure Schedule, any contract, (c) any license, franchise or permit, or (d) any law, regulation, order, judgment or decree, which 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 delivery by the Company's executionother parties thereto, delivery and performance of this Agreement constitutes or the Option Agreement and the consummation by the Company of the transactions contemplated hereby, other than any such breaches, violations, rights or encumbrances which will not, individually or in the aggregate, have a Material Adverse Effect on the Company. Other than in connection with or in compliance with the provisions of the Delaware Law, the Exchange Act and the Hart-Xxxxx-Xxxxxx Xxx, no authorization, consent or approval of, or filing with, any public body, court or authority is necessary for the consummation by the Company of the transactions contemplated by this Agreement or the Option Agreement other than (i) filings with such foreign jurisdictions in which subsidiaries of the Company are organized which may require filings to be made in connection with the transfer of control of such subsidiaries, and (ii) such authorizations, consents, approvals or filings with respect to which the failure to obtain would not, individually or in the aggregate, have a Material Adverse Effect on the Company or the ability of the parties to consummate the transactions contemplated hereby. The Company agrees to make any and all such filings on constitute at or prior to the Effective Time if Closing, a valid, legal and binding obligation of Coors, enforceable against Coors in accordance with its respective terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting creditors' rights generally, (ii) the Company is required remedy of specific performance and injunctive and other forms of equitable relief may be subject to make such filings under applicable lawequitable defenses and to the discretion of the court before which any proceeding may be brought and (iii) the Currency Act (Canada) precludes a court in Canada from rendering judgment in any currency other than Canadian currency.

Authority Relative to this Agreement. The Company (a) Molson has the requisite all necessary corporate power and authority to enter into execute and deliver this Agreement and the Option Agreement other Transaction Documents to which it is party and to perform its obligations hereunder and thereunderthereunder and, subject to the receipt of the Molson Shareholder Approval, the Interim Order and the Final Order, to consummate the transactions contemplated hereby and thereby. The execution execution, delivery and delivery performance by Molson of this Agreement and the Option Agreement by the Company other Transaction Documents to which it is party and the consummation by the Company Molson of the transactions contemplated hereby and thereby have been duly and unanimously validly authorized by all necessary corporate action on the Board part of Directors of the Company andMolson, except for the approval of its stockholders (if required) as set forth in Section 6.1, and no other corporate proceedings on the part of the Company Molson are necessary to authorize this Agreement or the Option Agreement other Transaction Documents, or to consummate the transactions so contemplated, other than the Molson Shareholder Approval, the Interim Order and the transactions contemplated hereby and therebyFinal Order. This Agreement has been, and Option Agreement have been each other Transaction Document to which Molson is or will be party has been, or will be at or prior to the Closing, duly and validly executed and delivered by Molson and, assuming the Company due authorization, execution and the Agreement constitutes valid and binding obligations of the Company, enforceable in accordance with their terms. Except as set forth on the Disclosure Schedule 4.4, neither the Company nor any of its subsidiaries is subject to or obligated under any provision of (a) its Certificate or Articles of Incorporation or By-Laws, (b) except as set forth in the Disclosure Schedule, any contract, (c) any license, franchise or permit, or (d) any law, regulation, order, judgment or decree, which 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 delivery by the Company's executionother parties thereto, delivery and performance of this Agreement constitutes or the Option Agreement and the consummation by the Company of the transactions contemplated hereby, other than any such breaches, violations, rights or encumbrances which will not, individually or in the aggregate, have a Material Adverse Effect on the Company. Other than in connection with or in compliance with the provisions of the Delaware Law, the Exchange Act and the Hart-Xxxxx-Xxxxxx Xxx, no authorization, consent or approval of, or filing with, any public body, court or authority is necessary for the consummation by the Company of the transactions contemplated by this Agreement or the Option Agreement other than (i) filings with such foreign jurisdictions in which subsidiaries of the Company are organized which may require filings to be made in connection with the transfer of control of such subsidiaries, and (ii) such authorizations, consents, approvals or filings with respect to which the failure to obtain would not, individually or in the aggregate, have a Material Adverse Effect on the Company or the ability of the parties to consummate the transactions contemplated hereby. The Company agrees to make any and all such filings on constitute at or prior to the Effective Time if Closing, a valid, legal and binding obligation of Molson, enforceable against Molson in accordance with its respective terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting creditors' rights generally, (ii) the Company is required remedy of specific performance and injunctive and other forms of equitable relief may be subject to make such filings under applicable lawequitable defenses and to the discretion of the court before which any proceeding may be brought and (iii) the Currency Act (Canada) precludes a court in Canada from rendering judgment in any currency other than Canadian currency.

Authority Relative to this Agreement. The Company Purchaser has the requisite corporate power and authority to enter into this Agreement and each of the Option Agreement other Transaction Documents and to perform its obligations hereunder and thereunder. The execution and delivery of this Agreement and the Option Agreement by the Company other Transaction Documents and the consummation by the Company of the transactions contemplated hereby and thereby have been duly and unanimously authorized by all necessary action on the Board part of Directors of the Company andPurchaser, except for the approval of its stockholders (if required) as set forth in Section 6.1, and no other corporate proceedings on the part of the Company Purchaser are necessary to authorize this Agreement or Agreement, the Option Agreement other Transaction Documents and the transactions contemplated hereby and thereby. This Agreement and Option Agreement the other Transaction Documents have been duly executed and delivered by Purchaser and constitute the Company and the Agreement constitutes legal, valid and binding obligations obligation of the CompanyPurchaser, enforceable in accordance with their terms. Except as set forth on the Disclosure Schedule 4.4, neither the Company nor any of its subsidiaries Purchaser is not subject to or obligated under any provision of (a) its Certificate or Articles of Incorporation or By-LawsBylaws, (b) except as set forth in the Disclosure Schedule, any contractcontract to which it is a party or by which it is bound, (c) any license, franchise or permit, or (d) any law, regulation, order, judgment or decree, which would be breached breached, violated or violated defaulted (with or without due notice or lapse of time or both) or in respect of which a right of termination or acceleration or a loss of a material benefit or agreement or any encumbrance on any of its or any of its subsidiaries' assets would be created or suffered by the Company's execution, delivery its execution and performance of this Agreement or the Option Agreement and the consummation by the Company of the transactions contemplated herebyother Transaction Documents, other than any except (as to clauses (b), (c) or (d) above) where such breachesbreach, violationsviolation or right which would not individually, rights or encumbrances which will not, individually or in the aggregate, prevent or materially delay Purchaser from performing its obligations under this Agreement. Neither the execution of the Transaction Documents nor the consummation of the transactions contemplated herein and therein will require the consent or approval of or registration or filing with any federal, state or local government or any court, administrative or regulatory agency or commission or other governmental authority or agency, domestic or foreign, other than where the failure to obtain such consents or approvals or to make any such registration or filing would not have individually or in the aggregate a Material Adverse Effect on the Company. Other than in connection with or in compliance with the provisions of the Delaware Law, the Exchange Act and the Hart-Xxxxx-Xxxxxx Xxx, no authorization, consent prevent or approval of, or filing with, any public body, court or authority is necessary for the consummation by the Company of the transactions contemplated by materially delay Purchaser from performing its obligations under this Agreement or the Option Agreement other than (i) filings with such foreign jurisdictions in which subsidiaries of the Company are organized which may require filings to be made in connection with the transfer of control of such subsidiaries, and (ii) such authorizations, consents, approvals or filings with respect to which the failure to obtain would not, individually or in the aggregate, have a Material Adverse Effect on the Company or the ability of the parties to consummate the transactions contemplated hereby. The Company agrees to make any and all such filings on or prior to the Effective Time if the Company is required to make such filings under applicable lawAgreement.

Authority Relative to this Agreement. The Company Each Indemnitor has the ------------------------------------ requisite corporate power and authority and, with respect to enter into each Indemnitor who is a natural person, full legal right and capacity, to execute and deliver this Agreement and the Option Agreement and to perform its it or his obligations hereunder and thereunderunder this Agreement. The execution and delivery All action of this Agreement and the Option Agreement by the Company and the consummation by the Company of the transactions contemplated hereby and thereby have been duly and unanimously authorized by the Board of Directors of the Company and, except for the approval of its stockholders (if required) as set forth in Section 6.1, no other corporate proceedings on the part of the Company are each Indemnitor necessary to authorize this Agreement or the Option Agreement and the transactions contemplated hereby and thereby. This Agreement and Option Agreement have been duly executed and delivered by the Company and the Agreement constitutes valid and binding obligations of the Company, enforceable in accordance with their terms. Except as set forth on the Disclosure Schedule 4.4, neither the Company nor any of its subsidiaries is subject to or obligated under any provision of (a) its Certificate or Articles of Incorporation or By-Laws, (b) except as set forth in the Disclosure Schedule, any contract, (c) any license, franchise or permit, or (d) any law, regulation, order, judgment or decree, which 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 Company's execution, delivery and performance of this Agreement or by such Indemnitor has been taken, and no other proceedings on the Option part of such Indemnitor are necessary to authorize the execution and delivery by such Indemnitor of this Agreement and the consummation by the Company such Indemnitor of the transactions contemplated herebyhereunder. Neither the execution and delivery of this Agreement by such Indemnitor, other than any such breaches, violations, rights or encumbrances which will not, individually or in the aggregate, have a Material Adverse Effect on the Company. Other than in connection with or in compliance with the provisions of the Delaware Law, the Exchange Act and the Hart-Xxxxx-Xxxxxx Xxx, no authorization, consent or approval of, or filing with, any public body, court or authority is necessary for nor the consummation by the Company such Indemnitor of the transactions contemplated hereunder, nor performance by such Indemnitor of any of its or his obligations under this Agreement does or the Option Agreement other than will (i) filings conflict with such foreign jurisdictions or result in which subsidiaries a violation or any breach of any provisions of the Company are organized which may require filings to be made in connection with the transfer of control Organizational Documents, as applicable, of such subsidiariesIndemnitor, and (ii) such authorizationsconflict with, consentsresult in a violation or breach of, approvals or filings constitute (with respect or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, easement, restriction, contract, agreement or other instrument or obligation to which the failure such Indemnitor is a party or is subject or by which such Indemnitor or any of its properties or other assets may be bound, or (iii) conflict with or violate any provision of any law, statute, rule or regulation or any judgment, order, writ, injunction, decree, rule or regulation of any court or federal, state or other governmental agency, authority or regulatory body applicable to obtain would not, individually such Indemnitor or any of its properties or other assets or result in the aggregate, have a Material Adverse Effect on creation of any Lien upon the Company Properties or the ability of the parties to consummate the transactions contemplated herebysuch Indemnitor's Interest. The Company agrees to make any and all such filings on or prior to the Effective Time if the Company is required to make such filings under applicable law.3.2

Authority Relative to this Agreement. The Each Company Signatory has the requisite corporate all necessary power and authority to enter into execute and deliver this Agreement and each of the Option Agreement and Ancillary Agreements to which it is or will be a party, to perform all of its respective obligations hereunder and thereunderthereunder and, subject to receiving the Requisite Approval, to consummate the Transactions. The execution and delivery of this Agreement by each Company Signatory, the execution and delivery at or prior to Closing by each Company Signatory of each of the Option Agreement by the Company Ancillary Agreements to which it is or will be a party, and the consummation by the each Company Signatory of the transactions contemplated hereby and thereby Transactions have been duly and unanimously validly authorized by the Board of Directors of the Company andall necessary corporate or limited liability company action, except for the approval of its stockholders (if required) as set forth in Section 6.1, and no other corporate or limited liability proceedings on the part of the either Company Signatory are necessary to authorize this Agreement or such other Transaction Documents or to consummate the Option Agreement Transactions (other than, (a) with respect to the Xtribe Merger, the Requisite Approval, and (b) the transactions contemplated hereby filing and therebyrecordation of appropriate merger documents as required by the DLLCA). This Agreement has been, and Option Agreement have been at the Closing each of the Ancillary Agreements to which the applicable Company Signatory is or is contemplated to be a party will be, duly and validly executed and delivered by the applicable Company Signatory and, assuming the due authorization, execution and delivery by WinVest and the Agreement constitutes Merger Subs, constitutes, or will at the Closing constitute, a legal, valid and binding obligations obligation of the CompanyCompany Signatories, enforceable against the Company Signatories in accordance with their its terms. Except as set forth on the Disclosure Schedule 4.4, neither the Company nor any of its subsidiaries is subject to or obligated under any provision of (a) its Certificate or Articles of Incorporation or By-Laws, (b) except as set forth in the Disclosure Schedulelimited by applicable bankruptcy, any contractinsolvency, (c) any licensereorganization, franchise or permitmoratorium and other Laws of general application affecting enforcement of creditors’ rights generally, or by general equitable principles (d) any law, regulation, order, judgment or decree, which 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 Company's execution, delivery and performance of this Agreement or the Option Agreement and the consummation by the Company of the transactions contemplated hereby, other than any such breaches, violations, rights or encumbrances which will not, individually or in the aggregate, have a Material Adverse Effect on the Company. Other than in connection with or in compliance with the provisions of the Delaware Lawcollectively, the Exchange Act and “Remedies Exceptions”). To the Hart-Xxxxx-Xxxxxx Xxx, no authorization, consent or approval of, or filing with, any public body, court or authority is necessary for the consummation by the Company of the transactions contemplated by this Agreement or the Option Agreement other than (i) filings with such foreign jurisdictions in which subsidiaries knowledge of the Company are organized which may require filings Signatories, no other state takeover statute is applicable to be made in connection with the transfer of control of such subsidiaries, and (ii) such authorizations, consents, approvals or filings with respect to which the failure to obtain would not, individually or in the aggregate, have a Material Adverse Effect on the Company Xtribe Merger or the ability of the parties to consummate the transactions contemplated hereby. The Company agrees to make any and all such filings on or prior to the Effective Time if the Company is required to make such filings under applicable lawother Transactions.

Authority Relative to this Agreement. The Company has the requisite corporate power and authority to enter into this Agreement and the Option Agreement and to perform its obligations hereunder and thereunderhereunder. The execution and delivery of this Agreement and the Option Agreement by the Company and the consummation by the Company of the transactions contemplated hereby and thereby have been duly and unanimously authorized by the Board of Directors of the Company and, except for the approval of its stockholders (if required) as set forth in Section 6.1, no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or the Option Agreement and the transactions contemplated hereby and therebyhereby. This Agreement and Option Agreement have has been duly executed and delivered by the Company and the Agreement constitutes a valid and binding obligations obligation of the Company, enforceable in accordance with their its terms. Except as set forth on the Disclosure Schedule 4.4, neither Neither the Company nor any of its subsidiaries is subject to or obligated under any provision of (a) its Certificate or Articles of Incorporation or By-Laws, (b) except as set forth in the Disclosure Schedule, any contract, (c) any license, franchise or permit, or (d) any law, regulation, order, judgment or decree, which 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 could be created by the Company's execution, delivery and performance of this Agreement or the Option Agreement and the consummation by the Company of the transactions contemplated hereby, other than any such breaches, violations, rights or encumbrances which will not, individually or in the aggregate, have a Company Material Adverse Effect on the CompanyEffect. Other than in connection with or in compliance with the provisions of the Delaware Law, the Exchange Act and the Hart-Xxxxx-Xxxxxx Xxx, no 12 authorization, consent or approval of, or filing with, any public body, court or authority is necessary for the consummation by the Company of the transactions contemplated by this Agreement or the Option Agreement other than (i) filings with such foreign jurisdictions in which subsidiaries of the Company are organized which may require filings to be made in connection with the transfer of control of such subsidiaries, and (ii) such authorizations, consents, approvals or filings with respect to which the failure to obtain would not, individually or in the aggregate, have a Material Adverse Effect on the Company or the ability of the parties to consummate the transactions contemplated hereby. The Company agrees to make any and all such filings on or prior to the Effective Time if the Company is required to make such filings under applicable law.

Authority Relative to this Agreement. The Company F Co has the requisite all necessary corporate power and authority to enter into execute and deliver this Agreement and the Option each Ancillary Agreement and to which it is or will become a party, to perform its obligations hereunder and thereunderthereunder and to consummate the Merger and the Other Transactions. The execution execution, delivery and delivery performance of this Agreement and the Option each Ancillary Agreement to which it is or will become a party by the Company F Co, and the consummation by the Company F Co of the transactions contemplated hereby Merger and thereby the Other Transactions have been duly and unanimously validly authorized by all necessary corporate action on the Board part of Directors of the Company and, except for the approval of its stockholders (if required) as set forth in Section 6.1, F Co and no other corporate proceedings on the part of the Company F Co are or will be necessary to authorize this Agreement or to consummate the Option Agreement Merger and the transactions contemplated hereby and thereby. This Agreement and Option Agreement have been duly executed and delivered by Other Transactions (other than the Company and the Agreement constitutes valid and binding obligations of the Company, enforceable in accordance with their terms. Except as set forth on the Disclosure Schedule 4.4, neither the Company nor any of its subsidiaries is subject to or obligated under any provision of (a) its Certificate or Articles of Incorporation or By-Laws, (b) except as set forth in the Disclosure Schedule, any contract, (c) any license, franchise or permit, or (d) any law, regulation, order, judgment or decree, which 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 Company's execution, delivery and performance adoption of this Agreement or by the Option Agreement stockholders of F Co and the consummation filing and recordation of the Certificate of Merger, in each case as required by the Company provisions of the transactions contemplated hereby, other than any such breaches, violations, rights or encumbrances which will not, individually or DGCL and the DLLCA). Except for the adoption of this Agreement by the stockholders of F Co in the aggregate, have a Material Adverse Effect on the Company. Other than in connection with or in compliance accordance with the provisions of the Delaware LawDGCL, the Exchange Act and affirmative vote or consent of the Hart-Xxxxx-Xxxxxx Xxx, no authorization, consent holders of any class or approval ofseries of capital stock or other securities of F Co, or filing withany of them, is not necessary to approve any public body, court agreement or authority is necessary for the consummation instrument contemplated hereby or by the Company any of the transactions contemplated by Other Transactions other than this Agreement or the Option Agreement other than (i) filings with such foreign jurisdictions in which subsidiaries to consummate any of the Company are organized which may require filings Other Transactions contemplated hereby or thereby. This Agreement has been duly and validly executed and delivered by F Co and assuming the due authorization, execution and delivery by C Co, constitutes a legal, valid and binding obligation of F Co, enforceable against it in accordance with its terms, subject to be made in connection with the transfer effect of control any applicable bankruptcy, insolvency (including all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting creditors’ rights generally and subject to the effect of such subsidiaries, and (ii) such authorizations, consents, approvals or filings with respect general principles of equity. Each other Ancillary Agreement to which F Co will be a party (the failure to obtain would not“F Co Closing Documents”), individually or upon execution and delivery by F Co,, will constitute a legal, valid and binding obligation of F Co, enforceable against it in the aggregateaccordance with its terms, have a Material Adverse Effect on the Company or the ability of the parties to consummate the transactions contemplated hereby. The Company agrees to make any and all such filings on or prior subject to the Effective Time if effect of any applicable bankruptcy, insolvency (including all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting creditors’ rights generally and subject to the Company is required to make such filings under applicable laweffect of general principles of equity.

Authority Relative to this Agreement. The Company Each of Quepasa and the Merger Sub has the requisite corporate power and authority to enter into this Agreement and the Option Agreement and to perform carry out its obligations hereunder and thereunderhereunder. The execution and delivery of this Agreement by Quepasa and the Option Agreement by the Company Merger Sub and the consummation by Quepasa and the Company Merger Sub of the transactions contemplated hereby and thereby have been duly and unanimously authorized by Quepasa and the Board of Directors of the Company andMerger Sub, except for the approval of its stockholders (if required) as set forth in Section 6.1, and no other corporate proceedings on the part of Quepasa or the Company Merger Sub are necessary to authorize this Agreement or the Option Agreement and the transactions contemplated hereby and therebysuch transactions. This Agreement and Option Agreement have has been duly executed and delivered by the Company Quepasa and the Agreement Merger Sub and constitutes a valid and binding obligations obligation of the Companyeach, enforceable in accordance with their its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or other similar laws relating to the enforcement of creditors' rights generally and by general principles of equity. Except as set forth on Neither Quepasa nor the Disclosure Schedule 4.4, neither the Company nor any of its subsidiaries Merger Sub is subject to to, or obligated under under, any provision of (a) its Articles or Certificate of Incorporation, or Articles of Incorporation or By-Lawsits Bylaws, (b) except as set forth in the Disclosure Scheduleany agreement, any contractarrangement or understanding, (c) any license, franchise or permit, permit or (d) any law, regulation, order, judgment or decree, which would be breached breached, or violated violated, or in respect of which a right of termination or acceleration would arise or any encumbrance on any of its or any of its subsidiaries' assets would be created created, by the Company's its execution, delivery and performance of this Agreement or the Option Agreement and the consummation by the Company it of the transactions contemplated hereby. Except for such filings to be made pursuant to Delaware and Arizona Law in order to effect the Merger, other than any such breachesNational Market rules and federal and state securities laws and filings required under the HSR Act, violations, rights or encumbrances which will not, individually or in the aggregate, have a Material Adverse Effect on the Company. Other than in connection with or in compliance with the provisions of the Delaware Law, the Exchange Act and the Hart-Xxxxx-Xxxxxx XxxQuepasa agrees to make, no authorization, consent or approval of, or filing with, any public body, court or authority is necessary for the consummation by the Company of the transactions contemplated by this Agreement or the Option Agreement other than (i) filings with such foreign jurisdictions in which subsidiaries of the Company are organized which may require filings to be made in connection with the transfer of control of such subsidiaries, and (ii) such authorizations, consents, approvals or filings with respect to which the failure to obtain would not, individually or in the aggregate, have a Material Adverse Effect on the Company or the ability of the parties to consummate the transactions contemplated hereby. The Company agrees to make any and all such filings on or prior to the Effective Time if the Company is required to make such filings under applicable law.is

Authority Relative to this Agreement. The Company Sub has the ------------------------------------ requisite corporate power and authority to enter into this Agreement and the Option Agreement and to perform carry out its obligations hereunder and thereunderhereunder. The execution and delivery of this Agreement and the Option Agreement by the Company Sub and the consummation by the Company of the transactions contemplated hereby and thereby by Sub have been duly and unanimously authorized by the Board of Directors of the Company and, except for the approval of its stockholders (if required) as set forth in Section 6.1, no other all necessary corporate proceedings action on the part of the Company are necessary to authorize this Agreement or the Option Agreement and the transactions contemplated hereby and therebySub. This Agreement and Option Agreement have has been duly executed and delivered by Sub and, assuming the due authorization, execution and delivery of this Agreement by the Company and the JEDI, this Agreement constitutes a legal, valid and binding obligations obligation of the Company, Sub enforceable in accordance with their terms. Except its terms except as set forth on enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the Disclosure Schedule 4.4enforcement of creditors' rights generally and except that the availability of equitable remedies, neither the Company nor any of its subsidiaries including specific performance, is subject to or obligated under the discretion of the court before which any provision of (a) its Certificate or Articles of Incorporation or By-Laws, (b) except as set forth in proceeding therefor may be brought. Neither the Disclosure Schedule, any contract, (c) any license, franchise or permit, or (d) any law, regulation, order, judgment or decree, which 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 Company's execution, delivery and performance of this Agreement or the Option Agreement and nor the consummation by the Company of the transactions contemplated herebyhereby will (i) conflict with or violate the Certificate of Incorporation or By-laws of Sub or (ii) result in any breach or constitute a default (with or without notice or lapse of time, or both) or give rise in others of any rights of termination, cancellation or acceleration under any indenture, contract, license, franchise, permit, order, decree, concession, lease, instrument, judgment, statute, law, ordinance, rule or regulation applicable to Sub or its assets, other than any such than, in the case of clause (ii) only, breaches, violationsdefaults, violations and losses of rights or encumbrances which will notthat would not have a Sub Material Adverse Effect. Except as referred to herein, individually or in the aggregate, have a Material Adverse Effect on the Company. Other than in connection with or in compliance with the provisions of the Delaware Law, the Exchange Act and the HartXxxx-Xxxxx-Xxxxxx XxxAntitrust Improvements Act of 1976, as amended (the "HSR Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the filing and recordation of the certificate of merger pursuant to the DGCL, no filing or registration with, or authorization, consent or approval of, any governmental or filing with, any public body, court regulatory body or authority or third party is necessary for the consummation by the Company Sub of the Merger or the other transactions contemplated by this Agreement or the Option Agreement other than (i) filings with such foreign jurisdictions in which subsidiaries of the Company are organized which may require filings to be made in connection with the transfer of control of such subsidiariesAgreement, and (ii) such authorizations, consents, approvals or filings with respect to which except where the failure to make any such filing or registration or to obtain such authorization, consent or approval would not, individually not prevent consummation of the Merger or in the aggregate, have a Sub Material Adverse Effect on the Company or the ability of the parties to consummate the transactions contemplated hereby. The Company agrees to make any and all such filings on or prior to the Effective Time if the Company is required to make such filings under applicable lawEffect.

Authority Relative to this Agreement. The Company Parent has the requisite corporate power and authority to enter into this Agreement and the Option Agreement and to perform carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and the Option Agreement by the Company and the consummation by the Company of to consummate the transactions contemplated hereby and thereby have been duly and unanimously authorized by the Board of Directors of the Company and, except for the approval of its stockholders (if required) as set forth in Section 6.1, no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or the Option Agreement and the transactions contemplated hereby and therebyhereby. This Agreement and Option Agreement have been duly executed and delivered by the Company and the Agreement constitutes valid and binding obligations of the Company, enforceable in accordance with their terms. Except as set forth on the Disclosure Schedule 4.4, neither the Company nor any of its subsidiaries is subject to or obligated under any provision of (a) its Certificate or Articles of Incorporation or By-Laws, (b) except as set forth in the Disclosure Schedule, any contract, (c) any license, franchise or permit, or (d) any law, regulation, order, judgment or decree, which 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 Company's The execution, delivery and performance of this Agreement or the Option Agreement by Parent and the consummation by the Company of the transactions contemplated herebyhereby by Parent have been duly authorized by all necessary corporate action on the part of Parent. This Agreement has been duly executed by Parent and constitutes a valid and binding obligation of Parent enforceable in accordance with its terms except as enforcement may be limited by bankruptcy, insolvency or other laws affecting the enforcement of creditors' rights generally. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (a) conflict with or violate the charter or by-laws of Parent or (b) result in any breach or constitute a default (with or without notice or lapse of time, or both) or give rise in others to any rights of termination, cancellation or acceleration under any agreement, indenture, contract, loan agreement, license, franchise, permit, order, decree, concession, lease, instrument, judgment, statute, law, ordinance, rule or regulation applicable to Parent or any Parent Subsidiary or its or their respective assets, other than any such than, in the case of clause (b) only, breaches, violationsdefaults, violations and losses of rights or encumbrances which will not, individually or in the aggregate, that would not have a Parent Material Adverse Effect on and the Companylaws and regulations referred to in the next sentence. Other than Except in connection with connection, or in compliance compliance, with the provisions of the Delaware LawHart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (whxxx xxxxxx xxx xxen made) (the "HSR ACT"), the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), and the Hart-Xxxxx-Xxxxxx Xxxcorporation, securities or blue sky laws or regulations of the various states, no filing or registration with, or authorization, consent or approval of, any governmental or filing with, any public body, court regulatory body or authority is necessary for the consummation by the Company Parent of the Merger or the other transactions contemplated by this Agreement or the Option Agreement other than (i) filings with such foreign jurisdictions in which subsidiaries of the Company are organized which may require filings to be made in connection with the transfer of control of such subsidiariesAgreement, and (ii) such authorizations, consents, approvals or filings with respect to which except where the failure to make any such filing or registration or obtain any such authorization, consent or approval would not, individually or in the aggregate, not have a Parent Material Adverse Effect on the Company or the ability prevent or materially delay consummation of the parties to consummate the transactions contemplated hereby. The Company agrees to make any and all such filings on or prior to the Effective Time if the Company is required to make such filings under applicable lawMerger.

Authority Relative to this Agreement. The Company BlackRock has the requisite corporate power and authority to enter into execute and deliver this Agreement and to consummate the Option Agreement transactions contemplated hereby and to perform its obligations hereunder and thereunderthereby. The execution and delivery of this Agreement and the Option Agreement by the Company and the consummation by the Company BlackRock of the transactions contemplated hereby and thereby have been duly and unanimously authorized by the Board of Directors of the Company andBoard, except for the approval of its stockholders (if required) as set forth in Section 6.1, and no other corporate or stockholder proceedings on the part of the Company BlackRock are necessary to authorize this Agreement or or, as of the Option Agreement and Closing, will be necessary for BlackRock to consummate the transactions contemplated hereby and or thereby. This Agreement and Option Agreement have has been duly and validly executed and delivered by BlackRock and, assuming the Company due authorization, execution and delivery thereof by the Agreement constitutes Purchaser, constitute the valid and binding obligations of the CompanyBlackRock, enforceable against BlackRock in accordance with their terms. Except as set forth on the Disclosure Schedule 4.4, neither the Company nor any of its subsidiaries is subject to or obligated under any provision of (a) its Certificate or Articles of Incorporation or By-Laws, (b) except as set forth in the Disclosure Schedulemay be limited by bankruptcy, any contract, (c) any license, franchise insolvency or permit, or (d) any law, regulation, order, judgment or decree, which 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 Company's other equitable remedies. No Conflicts. The execution, delivery and performance of this Agreement or the Option Agreement and the consummation by the Company of the transactions contemplated herebyhereby will not (a) result in a violation of BlackRock’s certificate of incorporation or bylaws, other than any such breaches, violations, rights (b) conflict with or encumbrances which will not, individually or result in the aggregatebreach of the terms, have a Material Adverse Effect on the Company. Other than in connection with conditions or in compliance with the provisions of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give rise to any right of termination, acceleration or cancellation under, any agreement, lease, mortgage, license, indenture, instrument or other contract to which BlackRock is a party, (c) result in a violation of any law, rule, regulation, order, judgment or decree of any Governmental Entity applicable to BlackRock or by which any property or asset of BlackRock is bound or affected, or (d) result in the Delaware Lawcreation of any Encumbrance upon any of their assets, the Exchange Act except in each case of (b) through (d) as would not reasonably be expected to cause a material adverse effect. BlackRock is not in violation of its certificate of incorporation or bylaws (as applicable in each case), and the Hart-Xxxxx-Xxxxxx XxxBlackRock is not nor is any Controlled Affiliate in default (and no event has occurred which, no authorizationwith notice or lapse of time or both, consent would cause BlackRock to be in default) under, nor has there occurred any event giving others (with notice or approval lapse of time or both) any rights of termination, amendment, acceleration or cancellation of, any material agreement, indenture or filing with, any public body, court or authority is necessary for the consummation by the Company of the transactions contemplated by this Agreement or the Option Agreement other than (i) filings with such foreign jurisdictions in which subsidiaries of the Company are organized which may require filings to be made in connection with the transfer of control of such subsidiaries, and (ii) such authorizations, consents, approvals or filings with respect instrument to which the failure BlackRock is a party, except in each case as would not reasonably be expected to obtain would not, individually or in the aggregate, have cause a Material Adverse Effect on the Company or the ability of the parties to consummate the transactions contemplated hereby. The Company agrees to make any and all such filings on or prior to the Effective Time if the Company is required to make such filings under applicable lawmaterial adverse effect.

Authority Relative to this Agreement. The Company Parent and each of its ------------------------------------ Subsidiaries has the requisite corporate power and authority to enter into this Agreement and each other agreement and document executed and delivered in connection with the Option Agreement material transactions contemplated hereby (together with this Agreement, the "Transaction Documents") to which Parent is a party and to perform carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and the Option Agreement by the Company other Transaction Documents to which Parent is a party and the consummation by the Company of the transactions contemplated hereby and thereby have been duly and unanimously authorized by the Parent's Board of Directors and the Parent Principal Shareholders. Each Transaction Document to which Parent is a party constitutes a valid and binding obligation of Parent enforceable against Parent in accordance with its terms except as enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors' rights generally and except that the availability of equitable remedies, including specific performance, is subject to the discretion of the Company and, except for the approval of its stockholders (if required) as set forth in Section 6.1, no court before which any proceeding therefor may be brought. No other corporate proceedings on the part of the Company Parent are necessary after the date of this Agreement to authorize this Agreement or the Option Agreement and the transactions contemplated hereby and thereby. This Agreement and Option Agreement have been duly executed and delivered execution by the Company and the Agreement constitutes valid and binding obligations Parent of the Company, enforceable in accordance with their termsTransaction Documents to which Parent is a party. Except as set forth on the Disclosure Schedule 4.4, neither the Company nor any of its subsidiaries Parent is not subject to or obligated under any provision of (a) its Certificate any charter, bylaw, indenture or Articles of Incorporation other loan or By-Lawscredit document provision, or (b) except as set forth in the Disclosure Schedule, any other contract, (c) any license, franchise or franchise, permit, or (d) any law, regulation, order, judgment decree, concession, lease, instrument or decreejudgment, or any statute, law, ordinance, rule or regulation applicable to Parent or any of its Subsidiaries, or their respective properties or assets, which would be breached or violated violated, or in respect under which there would be a default (with or without notice or lapse of time, or both), or under which there would arise a right of termination termination, cancellation, modification or acceleration of any obligation, or any encumbrance on any of its right to payment or any of its subsidiaries' assets would be created by the Company's executioncompensation, delivery and performance of this Agreement or the Option Agreement loss of a material benefit, by its executing and carrying out the consummation by Transaction Documents to which Parent is a party other than, in the Company case of the transactions contemplated herebyclause (b) only, other than (i) any such breaches, violations, defaults, terminations, cancellations, modifications, accelerations, rights to payment or encumbrances which will notcompensation, individually or losses which, either alone or in the aggregate, have not had, and would not reasonably be expected to have, a Parent Material Adverse Effect on and (ii) the Companylaws and regulations referred to in the next sentence. Other than in connection with Except as required by the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), Canadian Governmental Entities (including without limitation Canadian Governmental Entities requiring filings under the Investment Canada Act) and the corporation, securities or in compliance with the provisions blue sky laws or regulations of the Delaware Law, the Exchange Act and the Hart-Xxxxx-Xxxxxx Xxxvarious states, no filing or registration with, or authorization, consent or approval of, any court, administrative agency or filing withcommission or other governmental authority or instrumentality, any public bodydomestic or foreign (each, court or authority a "Governmental Entity"), is necessary for the consummation by the Company Parent of the Merger or the other transactions contemplated by this Agreement or the Option Agreement Transaction Documents to which Parent is a party, other than (i) filings with such foreign jurisdictions in which subsidiaries of the Company are organized which may require filings to be made in connection with the transfer of control of such subsidiariesfilings, and (ii) such registrations, authorizations, consents, consents or approvals or filings with respect to which the failure to make or obtain which has not had, and would notnot reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse Effect on the Company or the ability of the parties to consummate the transactions contemplated hereby. The Company agrees to make any and all such filings on or prior to the Effective Time if the Company is required to make such filings under applicable lawEffect.

Authority Relative to this Agreement. The Company F Co has the requisite all necessary corporate power and authority to enter into execute and deliver this Agreement and the Option each Ancillary Agreement and to which it is or will become a party, to perform its obligations hereunder and thereunderthereunder and to consummate the Merger and the Other Transactions. The execution execution, delivery and delivery performance of this Agreement and the Option each Ancillary Agreement to which it is or will become a party by the Company F Co, and the consummation by the Company F Co of the transactions contemplated hereby Merger and thereby the Other Transactions have been duly and unanimously validly authorized by all necessary corporate action on the Board part of Directors of the Company and, except for the approval of its stockholders (if required) as set forth in Section 6.1, F Co and no other corporate proceedings on the part of the Company F Co are or will be necessary to authorize this Agreement or to consummate the Option Agreement Merger and the transactions contemplated hereby and thereby. This Agreement and Option Agreement have been duly executed and delivered by Other Transactions (other than the Company and the Agreement constitutes valid and binding obligations of the Company, enforceable in accordance with their terms. Except as set forth on the Disclosure Schedule 4.4, neither the Company nor any of its subsidiaries is subject to or obligated under any provision of (a) its Certificate or Articles of Incorporation or By-Laws, (b) except as set forth in the Disclosure Schedule, any contract, (c) any license, franchise or permit, or (d) any law, regulation, order, judgment or decree, which 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 Company's execution, delivery and performance adoption of this Agreement or by the Option Agreement stockholders of F Co and the consummation filing and recordation of the Certificate of Merger, in each case as required by the Company provisions of the transactions contemplated hereby, other than any such breaches, violations, rights or encumbrances which will not, individually or DGCL and the DLLCA). Except for the adoption of this Agreement by the stockholders of F Co in the aggregate, have a Material Adverse Effect on the Company. Other than in connection with or in compliance accordance with the provisions of the Delaware LawDGCL, the Exchange Act and affirmative vote or consent of the Hart-Xxxxx-Xxxxxx Xxx, no authorization, consent holders of any class or approval ofseries of capital stock or other securities of F Co, or filing withany of them, is not necessary to approve any public body, court agreement or authority is necessary for the consummation instrument contemplated hereby or by the Company any of the transactions contemplated by Other Transactions other than this Agreement or the Option Agreement other than (i) filings with such foreign jurisdictions in which subsidiaries to consummate any of the Company are organized which may require filings Other Transactions contemplated hereby or thereby. This Agreement has been duly and validly executed and delivered by F Co and assuming the due authorization, execution and delivery by C Co, constitutes a legal, valid and binding obligation of F Co, enforceable against it in accordance with its terms, subject to be made in connection with the transfer effect of control any applicable bankruptcy, insolvency (including all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting creditors' rights generally and subject to the effect of such subsidiaries, and (ii) such authorizations, consents, approvals or filings with respect general principles of equity. Each other Ancillary Agreement to which F Co will be a party (the failure to obtain would not"F Co Closing Documents"), individually or upon execution and delivery by F Co,, will constitute a legal, valid and binding obligation of F Co, enforceable against it in the aggregateaccordance with its terms, have a Material Adverse Effect on the Company or the ability of the parties to consummate the transactions contemplated hereby. The Company agrees to make any and all such filings on or prior subject to the Effective Time if effect of any applicable bankruptcy, insolvency (including all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting creditors' rights generally and subject to the Company is required to make such filings under applicable laweffect of general principles of equity.

Authority Relative to this Agreement. The Company Each of WiFiMed and the Merger Sub has the requisite corporate power and authority to enter into this Agreement and the Option Agreement other agreements referred to herein (the "Ancillary Agreements") and to perform carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and the Option Agreement Ancillary Agreements by WiFiMed and the Company Merger Sub and the consummation by WiFiMed and the Company Merger Sub of the transactions contemplated hereby and thereby have been duly and unanimously authorized by WiFiMed and the Board of Directors of the Company andMerger Sub, except for the approval of its stockholders (if required) as set forth in Section 6.1, and no other corporate proceedings proceedings, including, without limitation, any authorization by the shareholders of WiFiMed, on the part of WiFiMed or the Company Merger Sub are necessary to authorize this Agreement Agreement, the Ancillary Agreements or the Option Agreement and the transactions contemplated hereby and therebysuch transactions. This Agreement and Option Agreement the Ancillary Agreements have each been duly executed and delivered by the Company WiFiMed and the Agreement Merger Sub and each such agreement constitutes a valid and binding obligations obligation of the Companyeach such entity, enforceable in accordance with their its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or other similar laws relating to the enforcement of creditors' rights generally and by general principles of equity. Except as set forth on Neither WiFiMed nor the Disclosure Schedule 4.4, neither the Company nor any of its subsidiaries Merger Sub is subject to to, or obligated under under, any provision of (a) its Certificate or Articles of Incorporation Incorporation, or By-Lawsits Bylaws, (b) except as set forth in the Disclosure Scheduleany agreement, any contractarrangement or understanding, (c) any license, franchise or permit, permit or (d) any law, regulation, order, judgment or decree, which would be breached breached, or violated violated, or in respect of which a right of termination or acceleration would arise or any encumbrance on any of its or any of its subsidiaries' assets would be created created, by the Company's its execution, delivery and performance of this Agreement or the Option Agreement Ancillary Agreements and the consummation by the Company it of the transactions contemplated herebyhereby and thereby. Except for such filings to be made pursuant to Corporate Law in order to effect the Merger and federal and state securities laws, other than any such breaches, violations, rights or encumbrances which will not, individually or in the aggregate, have a Material Adverse Effect on the Company. Other than in connection with or in compliance with the provisions of the Delaware Law, the Exchange Act and the Hart-Xxxxx-Xxxxxx XxxWiFiMed agrees to make, no authorization, consent or approval of, or filing with, any public body, court or authority is necessary on the part of WiFiMed or the Merger Sub for the consummation by WiFiMed and the Company Merger Sub of the transactions contemplated by this Agreement or and the Option Agreement other than (i) filings with such foreign jurisdictions in which subsidiaries of the Company are organized which may require filings to be made in connection with the transfer of control of such subsidiaries, and (ii) such authorizations, consents, approvals or filings with respect to which the failure to obtain would not, individually or in the aggregate, have a Material Adverse Effect on the Company or the ability of the parties to consummate the transactions contemplated hereby. The Company agrees to make any and all such filings on or prior to the Effective Time if the Company is required to make such filings under applicable lawAncillary Agreements.

Authority Relative to this Agreement. The Company Buyer has the requisite full corporate power and corporate authority to enter into execute, deliver, and perform this Agreement and the Option Agreement and to perform its obligations hereunder and thereunderAgreement. The execution execution, delivery, and delivery performance by Buyer of this Agreement and the Option Agreement by the Company and the consummation by the Company it of the transactions contemplated hereby and thereby hereby, have been duly and unanimously authorized by the Board all necessary corporate action of Directors of the Company and, except for the approval of its stockholders (if required) as set forth in Section 6.1, no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or the Option Agreement and the transactions contemplated hereby and therebyBuyer. This Agreement and Option Agreement have has been duly executed and delivered by the Company Buyer and the Agreement constitutes a valid and legally binding obligations obligation of the CompanyBuyer, enforceable against Buyer in accordance with their its terms, except that such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors’ rights generally and (ii) equitable principles (regardless of whether such enforceability is considered in a proceeding at law or in equity). Except as set forth on the Disclosure Schedule 4.44.3 No Conflict. Assuming all consents, neither the Company nor any of its subsidiaries is subject to or obligated under any provision of (a) its Certificate or Articles of Incorporation or By-Lawsapprovals, (b) authorizations, and other actions described in Section 4.4 have been obtained and all filings listed in Section 4.4 have been made, and except as set forth in may result from any facts or circumstances relating solely to Seller or its Affiliates, the Disclosure Schedule, any contract, (c) any license, franchise or permit, or (d) any law, regulation, order, judgment or decree, which 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 Company's execution, delivery and performance of this Agreement by Buyer do not and will not (a) violate or breach the Option Agreement certificate of incorporation or by-laws of Buyer, (b) violate or breach any Applicable Law binding upon Buyer, except as would not have, individually and in the consummation by aggregate, a Material Adverse Effect on Buyer or (c) result in any breach of, or constitute a default (or event which with the Company giving of notice or lapse of time, or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of any Encumbrance on any of the transactions contemplated herebyassets or properties of Buyer pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other than instrument relating to such assets or properties to which Buyer is a party or by which any of such breachesassets or properties is bound or affected, violations, rights or encumbrances which will notexcept as would not have, individually or in the aggregate, have a Material Adverse Effect on the CompanyBuyer. Other than in connection with or in compliance with the provisions of the Delaware Law, the Exchange Act and the Hart-Xxxxx-Xxxxxx Xxx, no authorization, consent or approval of, or filing with, any public body, court or authority is necessary for the consummation by the Company of the transactions contemplated by this Agreement or the Option Agreement other than (i) filings with such foreign jurisdictions in which subsidiaries of the Company are organized which may require filings to be made in connection with the transfer of control of such subsidiaries, and (ii) such authorizations, consents, approvals or filings with respect to which the failure to obtain would not, individually or in the aggregate, have a Material Adverse Effect on the Company or the ability of the parties to consummate the transactions contemplated hereby. The Company agrees to make any and all such filings on or prior to the Effective Time if the Company is required to make such filings under applicable law.4.4

Authority Relative to this Agreement. The Company BCE has the requisite corporate power and authority to enter into this Agreement and the Option Agreement and to perform its obligations hereunder and thereunderhereunder. The execution and delivery of this Agreement and the Option Agreement (including any Alternative Transaction) by the Company BCE and the consummation by the Company it of the transactions contemplated hereby and thereby by this Agreement have been duly and unanimously authorized by the Board board of Directors directors of the Company and, except for the approval of its stockholders (if required) as set forth in Section 6.1, BCE and no other corporate proceedings on the part of the Company BCE are necessary to authorize this Agreement or the Option Agreement and the transactions contemplated hereby and therebyhereby. This Agreement and Option Agreement have has been duly executed and delivered by the Company BCE and the Agreement constitutes a valid and binding obligations obligation of the Companyit, enforceable by the Company against BCE in accordance with their its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency and other laws affecting the enforcement of creditors' rights generally and subject to the qualification that equitable remedies may only be granted in the discretion of a court of competent jurisdiction. Except as set forth on The execution and delivery by BCE of this Agreement and the Disclosure Schedule 4.4, neither the Company nor any performance by it of its subsidiaries is subject to or obligated under obligations hereunder and the completion of the Offer after obtaining any provision of necessary regulatory approvals, will not: (a) its Certificate violate, conflict with or Articles result in a breach of Incorporation or By-Lawsany provision of: (i) the constating documents of BCE; (ii)any agreement, (b) except as set forth in the Disclosure Schedule, any contract, (c) any indenture, deed of trust, mortgage, bond, instrument, license, franchise or permit, permit to which BCE is a party or by which it is bound; or (diii) any law, regulation, order, judgment or decree, decree to which would be breached BCE is subject or violated or in respect of by which a it is bound; (b) give rise to any right of termination termination, or acceleration of indebtedness, or cause any encumbrance on indebtedness to come due before its stated maturity, under any such agreement, contract, license, franchise or permit which is material to BCE and its subsidiaries taken as a whole; or (c) result in the imposition of any encumbrance, charge or lien upon any of its the assets of BCE or any of its subsidiaries' assets would be created by the Company's execution, delivery and performance of this Agreement or the Option Agreement and the consummation by the Company of the transactions contemplated hereby, other than any such violations, conflicts, breaches, violations, rights or encumbrances encumbrances, charges or liens which will not, individually or in the aggregate, have a BCE Material Adverse Effect on the Company. Other than in connection with or in compliance with the provisions of the Delaware Law, the Exchange Act and the Hart-Xxxxx-Xxxxxx Xxx, no authorization, consent prevent or approval of, or filing with, any public body, court or authority is necessary for materially delay the consummation by the Company of the transactions contemplated by this Agreement or the Option Agreement other than (i) filings with such foreign jurisdictions in which subsidiaries of the Company are organized which may require filings to be made in connection with the transfer of control of such subsidiaries, and (ii) such authorizations, consents, approvals or filings with respect to which the failure to obtain would not, individually or in the aggregate, have a Material Adverse Effect on the Company or the ability of the parties to consummate the transactions contemplated hereby. The Company agrees to make any and all such filings on or prior to the Effective Time if the Company is required to make such filings under applicable law.Agreement

Authority Relative to this Agreement. The Company has the requisite corporate power and authority to enter into this Agreement and the Option Agreement and Agreement, to perform its obligations hereunder and thereunderto consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the Option Agreement by the Company and the consummation by the Company of the transactions contemplated hereby and thereby have been duly and unanimously authorized by the Board of Directors of the Company and, except for the approval of its stockholders (if required) as set forth in Section 6.1, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or the Option Agreement and the transactions contemplated hereby and therebyhereby, except for any required adoption of this Agreement by Company’s stockholders as set forth in Section 4.25 of this Agreement. This Agreement and Option Agreement have has been duly executed and delivered by the Company and the Agreement constitutes a valid and binding obligations obligation of the Company, enforceable in accordance with their terms. Except as set forth on in Section 4.04 of the Company Disclosure Schedule 4.4Schedule, neither the Company nor any of its subsidiaries Company Subsidiary is subject to or obligated under any provision of (ai) its Certificate respective certificate of incorporation or Articles of Incorporation bylaws or By-Lawsother organizational document, (bii) except as set forth any Contract (excluding all arrangements which are terminable upon 90 days or less notice without premium or penalty or arrangements involving not more than $100,000 per fiscal year in the Disclosure Schedule, payments expected to be paid or received by Company or any contractCompany Subsidiary), (ciii) any license, franchise or permitPermit, or (div) any law, regulation, order, judgment Law or decree, Governmental Order which would be breached breached, violated or violated defaulted (with or without due notice or lapse of time or both) or in respect of which a right of termination or acceleration or a loss of a material benefit or any encumbrance Encumbrance on any of its or any of its subsidiaries' assets would be created or suffered by the Company's execution, delivery ’s execution and performance of this Agreement, except (as to clauses (ii), (iii) or (iv) above) where such breach, violation, right of termination or acceleration, or Encumbrance, individually or in the aggregate, would not have, or would not be reasonably likely to have, a Company Material Adverse Effect. Except as set forth in Section 4.04 of the Company Disclosure Schedule, the consummation of the Merger by Company will not require the consent or approval of or registration or filing with any Governmental Entity, including without limitation, any Telecommunications Operating Authority other than the (i) adoption of this Agreement by Company’s stockholders as set forth in Section 4.25 hereof, (ii) applicable requirements, if any, of the Exchange Act, state “blue sky” or takeover laws, the New Jersey Industrial Site Remediation Act (“ISRA”) and the HSR Act and other similar Laws, (iii) compliance with the United States Communications Act of 1934, as amended, including without limitation, as amended by the Unites States Telecommunications Act of 1996 and any rules, regulations or policies promulgated by the FCC or any other Telecommunications Operating Authority, and (iv) filing and recordation of appropriate merger documents as required by the DGCL. To the Knowledge of Company, no state takeover statute or similar statute or regulation applies or purports to apply to the Merger, this Agreement or the Option Agreement and the consummation by the Company any of the transactions contemplated hereby, other than any such breaches, violations, rights or encumbrances which will not, individually or in the aggregate, have a Material Adverse Effect on the Company. Other than in connection with or in compliance with the provisions of Section 203 of the Delaware LawDGCL. By virtue of resolutions adopted by Company’s Board of Directors, the Exchange Act Merger, this Agreement and the Hart-Xxxxx-Xxxxxx Xxx, no authorization, consent or approval of, or filing with, any public body, court or authority is necessary for the consummation by the Company of the transactions contemplated by this Agreement hereby will not be subject to the restrictions on “business combinations” (as defined in Section 203 of the DGCL) or the Option Agreement other than (i) filings with such foreign jurisdictions in which subsidiaries of the Company are organized which may require filings to be made in connection with the transfer of control of such subsidiaries, and (ii) such authorizations, consents, approvals or filings with respect to which the failure to obtain would not, individually or in the aggregate, have a Material Adverse Effect on the Company or the ability of the parties to consummate the transactions contemplated hereby. The Company agrees to make any and all such filings on or prior to the Effective Time if the Company is required to make such filings under applicable lawRights Agreement.

Authority Relative to this Agreement. The Company Century has the requisite corporate power and authority to enter into this Agreement and the Option Agreement and to perform carry out its obligations hereunder and thereunderto consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the Option Agreement by the Company Century and the consummation by the Company Century of the transactions contemplated hereby and thereby have been duly and unanimously authorized by the Board of Directors of Century and have been duly approved by the Company andShareholders, except for the approval of its stockholders (if required) as set forth in Section 6.1, and no other corporate proceedings on the part of the Company Century are necessary to authorize this Agreement or the Option Agreement and the transactions contemplated hereby and therebysuch transactions. This Agreement and Option Agreement have has been duly executed and delivered by the Company Century and the Agreement constitutes a valid and binding obligations obligation of the CompanyCentury, enforceable in accordance with their its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance or other similar laws relating to the enforcement of creditors' rights generally and by general principles of equity. Except as set forth on in the Century Disclosure Schedule 4.4Schedule, neither the Company nor any of its subsidiaries Century is not subject to to, or obligated under under, any provision of (a) its Certificate or Articles of Incorporation or By-LawsBylaws, (b) except as set forth in the Disclosure Scheduleany agreement, any contractarrangement or understanding, (c) to Century's Knowledge, any license, franchise or permit, permit or (d) to Century's Knowledge, any law, regulation, order, judgment or decree, which would be breached or violated violated, or in respect of which a right of termination or acceleration would arise or any encumbrance on any of its or any of its subsidiaries' assets would be created created, by the Company's its execution, delivery and performance of this Agreement or the Option Agreement and the consummation by the Company it of the transactions contemplated hereby, other than except in each case for any such breachesviolation, violationsdefault, rights or encumbrances which will not, individually or in the aggregate, conflict that would not have a Century Material Adverse Effect on the CompanyEffect. Other than in connection with or in compliance with the provisions of the Delaware LawAs used through this Agreement, the Exchange Act and term "Century Material Adverse Effect" means an effect which is materially adverse to the Hart-Xxxxx-Xxxxxx Xxxfinancial condition, business, results of operations, assets, liabilities, operations or prospects of Century (as its business is presently conducted). Except for such filings to be made pursuant to Delaware or California Law in order to effect the Merger, no authorization, consent or approval of, or filing with, any public body, court or authority is necessary on the part of Century for the consummation by the Company Century of the transactions contemplated by this Agreement or the Option Agreement other than (i) filings with such foreign jurisdictions in which subsidiaries of the Company are organized which may require filings to be made in connection with the transfer of control of such subsidiaries, and (ii) such authorizations, consents, approvals or filings with respect to which the failure to obtain would not, individually or in the aggregate, have a Material Adverse Effect on the Company or the ability of the parties to consummate the transactions contemplated hereby. The Company agrees to make any and all such filings on or prior to the Effective Time if the Company is required to make such filings under applicable lawAgreement.

Authority Relative to this Agreement. The Company CONFLICTS. BRC has the requisite corporate full power and authority (corporate and otherwise) to enter into execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby. The execution and delivery by BRC of this Agreement and the Option other documents contemplated hereby, and the consummation of the transactions contemplated hereby, have been or will be duly and validly authorized by the Board of Directors of BRC and no other corporate proceedings on the part of BRC are necessary with respect thereto. This Agreement has been duly and to perform validly executed and delivered by BRC, and constitutes a legal, valid and binding obligation of BRC, enforceable against it in accordance with its obligations hereunder and thereunderterms. The execution and delivery of this Agreement and the Option Agreement by the Company of Merger do not, and the consummation by the Company of the transactions contemplated hereby and thereby have been duly and unanimously authorized by the Board of Directors will not, violate any provision of the Company andCertificate of Incorporation or Bylaws of BRC, and will not violate any provision of, or result in the breach or acceleration of or default under or require any consent or approval of a third party not obtained prior to the Effective Date, of any mortgage, indenture, loan agreement, note, debenture, security agreement, lease, contract, agreement, instrument, order, arbitration award, judgment or decree to which BRC or any subsidiary of BRC is a party or by which BRC or any subsidiary of BRC is bound, except for any violation, breach acceleration, default or consent or approval the approval occurrence of its stockholders (if required) as set forth in Section 6.1, no other corporate proceedings on the part of the Company are necessary to authorize this Agreement which or the Option Agreement and failure to obtain of which, as the transactions contemplated hereby and thereby. This Agreement and Option Agreement have been duly executed and delivered by the Company and the Agreement constitutes valid and binding obligations of the Companycase may be, enforceable in accordance with their terms. Except as set forth on the Disclosure Schedule 4.4, neither the Company nor any of its subsidiaries is subject to or obligated under any provision of (a) its Certificate or Articles of Incorporation or By-Laws, (b) except as set forth in the Disclosure Schedule, any contract, (c) any license, franchise or permit, or (d) any law, regulation, order, judgment or decree, which 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 Company's execution, delivery and performance of this Agreement or the Option Agreement and the consummation by the Company of the transactions contemplated hereby, other than any such breaches, violations, rights or encumbrances which will not, individually or in the aggregate, not have a Material Adverse Effect on the Company. Other than in connection with or in compliance with the provisions of the Delaware Law, the Exchange Act and the Hart-Xxxxx-Xxxxxx Xxx, no authorization, consent or approval of, or filing with, any public body, court or authority is necessary for the consummation by the Company of the transactions contemplated by this Agreement or the Option Agreement other than (i) filings with such foreign jurisdictions in which subsidiaries of the Company are organized which may require filings to be made in connection with the transfer of control of such subsidiaries, and (ii) such authorizations, consents, approvals or filings with respect to which the failure to obtain would not, individually or in the aggregate, have a Material Adverse Effect on the Company or the ability of the parties to consummate the transactions contemplated hereby. The Company agrees to make any and all such filings on or prior to the Effective Time if the Company is required to make such filings under applicable lawEffect.

Authority Relative to this Agreement. The Company Each of Parent and the Merger Sub has the requisite corporate power and authority to enter into this Agreement and the Option Agreement and to perform carry out its obligations hereunder and thereunderhereunder. The execution and delivery of this Agreement by Parent and the Option Agreement by the Company Merger Sub and the consummation by Parent and the Company Merger Sub of the transactions contemplated hereby and thereby have been duly authorized by Parent and unanimously authorized by the Board of Directors and sole shareholder of the Company andMerger Sub, except for the approval of its stockholders (if required) as set forth in Section 6.1, and no other corporate proceedings on the part of Parent or the Company Merger Sub are necessary to authorize this Agreement or the Option Agreement and the transactions contemplated hereby and therebysuch transactions. This Agreement and Option Agreement have has been duly executed and delivered by the Company Parent and the Agreement Merger Sub and constitutes a valid and binding obligations obligation of the Companyeach, enforceable in accordance with their its terms. Except as set forth on Neither Parent nor the Disclosure Schedule 4.4, neither the Company nor any of its subsidiaries Merger Sub is subject to to, or obligated under under, any provision of (a) its Certificate or Articles their respective Certificates of Incorporation or By-LawsBylaws, (b) except as set forth in the Disclosure Scheduleany agreement, any contractarrangement or understanding, (c) any license, franchise or permit, permit or (d) subject to compliance with the statutes referred to in the next sentence, any law, regulation, order, judgment or decree, which would be breached breached, or violated 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 created, by the Company's its execution, delivery and performance of this Agreement or the Option Agreement and the consummation by the Company it of the transactions contemplated hereby, other than any such breaches, violations, rights breaches or encumbrances violations which will not, individually or in the aggregate, have a Material Adverse Effect material adverse effect on the Companybusiness, operations or financial condition of Parent and its subsidiaries, taken as a whole. Other than in connection authorizations, consents and approvals of or filings or registrations with or in compliance with the provisions of the Delaware Law, the Exchange Act SEC and the Hart-Xxxxx-Xxxxxx Xxxother applicable federal and state governmental authorities, no authorization, consent or approval of, or filing with, any public body, court or authority is necessary on the part of Parent or the Merger Sub for the consummation by Parent and the Company Merger Sub of the transactions contemplated by this Agreement or the Option Agreement other than (i) filings with such foreign jurisdictions in which subsidiaries of the Company are organized which may require filings to be made in connection with the transfer of control of such subsidiariesAgreement, and (ii) except for such authorizations, consents, approvals or and filings with respect as to which the failure to obtain or make would not, individually or in the aggregate, have a Material Adverse Effect material adverse effect on the Company business, operations or the ability financial condition of the parties to consummate the transactions contemplated hereby. The Company agrees to make any Parent and all such filings on or prior to the Effective Time if the Company is required to make such filings under applicable lawits subsidiaries, taken as a whole.

Authority Relative to this Agreement. The Company has the requisite corporate power and authority to enter into this Agreement and the Option Agreement and to perform its obligations hereunder and thereunderhereunder. The execution and delivery of this Agreement and the Option Agreement by the Company and the consummation by the Company of the transactions contemplated hereby and thereby by this Agreement have been duly and unanimously authorized by the Board of Directors of the Company and, except for the approval of its stockholders (if required) as set forth in Section 6.1, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or the Option Agreement and the transactions contemplated hereby and thereby. other than the Shareholders' approval contemplated in Schedule C. This Agreement and Option Agreement have has been duly executed and delivered by the Company and the Agreement constitutes a valid and binding obligations obligation of the Company, enforceable by BCE against the Company in accordance with their its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency and other laws affecting the enforcement of creditors' rights generally and subject to the qualification that equitable remedies may only be granted in the discretion of a court of competent jurisdiction. Except as set forth on the Disclosure Schedule 4.4, neither The execution and delivery by the Company nor of this Agreement and the performance by it of its obligations hereunder and the completion of the Offer, after obtaining any necessary regulatory approvals, will not: (a) violate, conflict with or result in a breach of any provision of: (i) the constating documents of the Company or any of its subsidiaries; (ii) any agreement, contract, indenture, deed of trust, mortgage, bond, instrument, license, franchise or permit to which it or any of its subsidiaries is subject to a party or obligated under by which it or any provision of (a) its Certificate or Articles of Incorporation or By-Laws, (b) except as set forth in the Disclosure Schedule, any contract, (c) any license, franchise or permit, subsidiaries is bound; or (diii) any law, regulation, order, judgment or decree, decree to which would be breached or violated or in respect of which a right of termination or acceleration or any encumbrance on any of its it or any of its subsidiaries' assets would be created subsidiaries is subject or by which it or any of its subsidiaries is bound: (b) give rise to any right of termination, or acceleration of indebtedness, or cause any indebtedness to come due before its stated maturity, under any such agreement, contract, indenture, deed of trust, mortgage, bond, instrument, license, franchise or permit which is material to the Company and its subsidiaries taken as a whole; or (c) give rise to any rights of first refusal or change in control or influence or any restriction or limitation under any such agreement, contract, indenture, deed of trust, mortgage, bond, instrument, license, franchise or permit, or result in the imposition of any encumbrance, charge or lien upon any of the Company's execution, delivery and performance of this Agreement assets or the Option Agreement and the consummation by the Company assets of the transactions contemplated herebyany of its subsidiaries, other than any such violations, conflicts, breaches, violations, rights or encumbrances encumbrances, charges or liens which will not, individually or in the aggregate, have a Company Material Adverse Effect on the Company. Other than in connection with or in compliance with the provisions of the Delaware Law, the Exchange Act and the Hart-Xxxxx-Xxxxxx Xxx, no authorization, consent prevent or approval of, or filing with, any public body, court or authority is necessary for materially delay the consummation by the Company of the transactions contemplated by this Agreement or the Option Agreement other than (i) filings with such foreign jurisdictions in which subsidiaries of the Company are organized which may require filings to be made in connection with the transfer of control of such subsidiaries, and (ii) such authorizations, consents, approvals or filings with respect to which the failure to obtain would not, individually or in the aggregate, have a Material Adverse Effect on the Company or the ability of the parties to consummate the transactions contemplated hereby. The Company agrees to make any and all such filings on or prior to the Effective Time if the Company is required to make such filings under applicable lawAgreement.

Authority Relative to this Agreement. The Company Sub has the requisite corporate power and authority to enter into this Agreement and the Option Agreement Transaction Documents to which it is a party and to perform carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and the Option Agreement by the Company Transaction Documents to which Sub is a party and the consummation by the Company of the transactions contemplated hereby and thereby have been duly and unanimously authorized by the Board all requisite corporate action of Directors of the Company and, except for the approval of its stockholders (if required) as set forth in Section 6.1, Sub; and no other corporate proceedings on the part of the Company Sub, its Board of Directors or its stockholders are necessary to authorize this Agreement or and the Option Agreement Transaction Documents to which it is a party and the transactions contemplated hereby and thereby. This Agreement and Option Agreement have been duly constitutes and, when executed and delivered by Sub, each of the Company and the Agreement constitutes Transaction Documents to which it is a party will be, a valid and binding obligations obligation of the Company, Sub enforceable in accordance with their its terms. Except as set forth on the Disclosure Schedule 4.4, neither the Company nor any of its subsidiaries is subject to or obligated under any provision of (a) its Certificate or Articles of Incorporation or By-Laws, (b) except as set forth in the Disclosure Schedule, any contract, (c) any license, franchise or permit, or (d) any law, regulation, order, judgment or decree, which 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 Company's The execution, delivery and performance by Sub of this Agreement or and the Option Agreement Transaction Documents and the consummation by the Company Sub of the transactions contemplated herebyhereby and thereby will not (i) violate or conflict with any Governing Document or (ii) result in a violation or breach of or constitute (with or without due notice or lapse of time or both) a default under or give any Person the right to terminate, cancel or accelerate any obligation or result in the creation of any Lien or loss of a benefit under any indenture or other loan document provision or any other contract, license, franchise, permit, concession, lease, instrument or Legal Requirement applicable to Sub or any of its Subsidiaries or their respective properties or assets, other than than, in the case of clause (ii) only, (A) any such conflicts, breaches, violations, rights defaults, terminations, cancellations or encumbrances which will notaccelerations, Liens or losses which, individually or in the aggregate, will not have a Parent Material Adverse Effect on or prevent or materially delay the Companyconsummation of the transactions contemplated hereby and thereby and (B) the Legal Requirements referred to in the next sentence. Other than Except in connection with connection, or in compliance compliance, with the provisions of the Delaware LawDGCL and rules and regulations of the relevant Governmental Entities, the Exchange Act and the Hart-Xxxxx-Xxxxxx Xxxprovisions of Franchises regarding transfer of ownership or control of Franchises and the transfer of ownership or control of FCC licenses, no filing or registration with, or authorization, consent or approval of, any Governmental Entity or filing with, any public body, court or authority other Person is necessary for the consummation by the Company Sub of the transactions contemplated by this Agreement or and each of the Option Agreement Transaction Documents to which it is a party, other than (i) filings with such foreign jurisdictions in which subsidiaries of the Company are organized which may require filings to be made in connection with the transfer of control of such subsidiariesfilings, and (ii) such registrations, authorizations, consents, consents or approvals or filings with respect to which the failure of which to make or obtain would notnot have, individually or in the aggregate, have a Parent Material Adverse Effect on or prevent or materially delay the Company or the ability consummation of the parties to consummate the transactions contemplated hereby. The Company agrees to make any and all such filings on hereby or prior to the Effective Time if the Company is required to make such filings under applicable lawthereby.

Authority Relative to this Agreement. The Company Each of quepasa, Credito and Merger Sub has the requisite corporate power and authority to enter into this Agreement and the Option Agreement and to perform carry out its obligations hereunder and thereunderto consummate the transactions contemplated hereby. The execution and delivery of this Agreement by quepasa, Credito and the Option Agreement by the Company Merger Sub and the consummation by the Company quepasa, Credito and Merger Sub of the transactions contemplated hereby and thereby have been duly and unanimously authorized by the Board of Directors of the Company andquepasa, except for the approval of its stockholders (if required) as set forth in Section 6.1Credito and Merger Sub, and no other corporate proceedings on the part of the Company quepasa, Credito or Merger Sub are necessary to authorize this Agreement or the Option Agreement and the transactions contemplated hereby and therebysuch transactions. This Agreement and Option Agreement have has been duly executed and delivered by the Company quepasa, Credito and the Agreement Merger Sub and constitutes a valid and binding obligations obligation of the Companyeach, enforceable in accordance with their its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance or other similar laws relating to the enforcement of creditors' rights generally and by general principles of equity. Except as set forth on the Disclosure Schedule 4.4None of quepasa, neither the Company nor any of its subsidiaries Credito or Merger Sub is subject to to, or obligated under under, any provision of (a) its Articles or Certificate of Incorporation, or Articles of Incorporation or By-Lawsits Bylaws, (b) except as set forth in the Disclosure Scheduleany agreement, any contractarrangement or understanding, (c) to quepasa's knowledge, any license, franchise or permit, permit or (d) to quepasa's knowledge, any law, regulation, order, judgment or decree, which would be breached breached, or violated violated, or in respect of which a right of termination or acceleration would arise or any encumbrance on any of its or any of its subsidiaries' assets would be created created, by the Company's its execution, delivery and performance of this Agreement or the Option Agreement and the consummation by the Company it of the transactions contemplated hereby, other than except in each case for any such breachesviolation, violationsdefault, rights or encumbrances which will not, individually or in the aggregate, conflict that would not have a quepasa Material Adverse Effect on the CompanyEffect. Other than in connection with or in compliance with the provisions of the Delaware LawAs used through this Agreement, the Exchange Act and term "quepasa Material Adverse Effect" means an effect which is materially adverse to the Hart-Xxxxx-Xxxxxx Xxxfinancial condition, no authorizationbusiness, consent results of operations, assets, liabilities, operations or approval of, prospects of quepasa or filing with, any public body, court or authority is necessary Credito (as their respective businesses are presently conducted). Except for the consummation by the Company of the transactions contemplated by this Agreement or the Option Agreement other than (i) filings with such foreign jurisdictions in which subsidiaries of the Company are organized which may require filings to be made in connection with the transfer of control of such subsidiaries, and (ii) such authorizations, consents, approvals or filings with respect to which the failure to obtain would not, individually or in the aggregate, have a Material Adverse Effect on the Company or the ability of the parties to consummate the transactions contemplated hereby. The Company agrees to make any and all such filings on or prior to the Effective Time if the Company is required to make such filings under applicable law.pursuant to

Authority Relative to this Agreement. The Company Each of ChoicePoint and Seller has the requisite corporate power and authority to enter into this Agreement Agreement, the Noncompetition and Nonsolicitation Agreement, the Escrow Agreement, and the Option Lease Agreement (collectively, and together with any certificates, exhibits and schedules herein and therein, the certificates, exhibits and schedules herein and therein, the "Transaction Documents") and to perform its obligations hereunder and thereunder. The execution and delivery of this Agreement and the Option Agreement by the Company other Transaction Documents and the consummation by the Company of the transactions contemplated hereby and thereby have been duly and unanimously authorized by all necessary action on the Board part of Directors each of ChoicePoint and the Company andSeller, except for the approval of its stockholders (if required) as set forth in Section 6.1, and no other corporate proceedings on the part of the Company ChoicePoint or Seller are necessary to authorize this Agreement or Agreement, the Option Agreement other Transaction Documents and the transactions contemplated hereby and thereby. This Agreement and Option Agreement the other Transaction Documents have been duly executed and delivered by the Company each of ChoicePoint and the Agreement constitutes Seller and constitute the legal, valid and binding obligations obligation of the Companyeach of such entities, enforceable in accordance with their terms. Except as set forth on in the Disclosure Schedule 4.4Letter, neither ChoicePoint nor the Company nor any of its subsidiaries Seller is subject to or obligated under any provision of (a) its Certificate or Articles respective Certificates of Incorporation or By-LawsBylaws, (b) except as set forth in the Disclosure Schedule, any contractcontract to which it is a party or by which it is bound, (c) any license, franchise or permit, or (d) any law, regulation, order, judgment or decree, which would be breached breached, violated or violated defaulted (with or without due notice or lapse of time or both) or in respect of which a right of termination or acceleration or a loss of a material benefit or agreement or any encumbrance on any of its or any of its subsidiaries' assets would be created or suffered by the Company's execution, delivery its execution and performance of this Agreement or the Option Agreement and the consummation by the Company other Transaction Documents, except (as to clauses (b), (c) or (d) above) where such breach, violation, right of the transactions contemplated herebytermination or acceleration, other than any such breaches, violations, rights or encumbrances which will notencumbrance, individually or in the aggregate, would not have a Material Adverse Effect. Except as set forth in the Disclosure Letter, neither the execution of the Transaction Documents nor the consummation of the transactions contemplated herein and therein will require the consent or approval of or registration or filing with any federal, state or local government or any court, administrative or regulatory agency or commission or other governmental authority or agency, domestic or foreign, other than where the failure to obtain such consents or approvals or to make any such registration or filing would not have individually or in the aggregate a Material Adverse Effect on the Companyor prevent or materially delay ChoicePoint or Seller from performing its obligations under this Agreement. Other than in connection with or in compliance with the provisions Schedule 3.2 attached hereto and made a part hereof, lists all of the Delaware Lawcontracts, agreements, covenants, options, leases, guaranties and other similar arrangements (whether oral or written) which require the Exchange Act and the Hart-Xxxxx-Xxxxxx Xxxconsent of any party thereto or any other third party, no authorization, consent or approval of, or filing with, any public body, court or authority is necessary for the consummation by the Company of the transactions contemplated by this Agreement or the Option Agreement other than (i) filings with to assign such foreign jurisdictions in which subsidiaries of the Company are organized which may require filings contracts to be made in connection with the transfer of control of such subsidiaries, and (ii) such authorizations, consents, approvals or filings with respect to which the failure to obtain would not, individually or in the aggregate, have a Material Adverse Effect on the Company or the ability of the parties to consummate the transactions contemplated hereby. The Company agrees to make any and all such filings on or prior Purchaser pursuant to the Effective Time if the Company is required to make such filings under applicable lawterms of this Agreement.

Authority Relative to this Agreement. The Company Each of the Offeror and Parent has the requisite corporate power and authority to enter into this Agreement and the Option Agreement and to perform its obligations hereunder and thereunderhereunder. The execution and delivery of this Agreement by each of the Offeror and the Option Agreement by the Company Parent and the consummation by the Company of the transactions contemplated hereby and thereby by this Agreement have been duly and unanimously authorized as necessary by the Board boards of Directors directors of Parent and the Company and, except for the approval of its stockholders (if required) as set forth in Section 6.1, Offeror and no other corporate proceedings on the part of either Parent or the Company Offeror are necessary to authorize this Agreement or the Option Agreement and the transactions contemplated hereby and therebyhereby. This Agreement and Option Agreement have has been duly executed and delivered by each of the Company Offeror and the Agreement Parent and constitutes a valid and binding obligations obligation of each of the CompanyOfferor and Parent, enforceable by the Company against each of the Offeror and Parent in accordance with their its terms, provided that enforcement may be limited by: (a) bankruptcy, insolvency and other similar Laws of general application affecting the enforcement of creditors' rights generally, and (b) specific performance, injunctive relief and other equitable remedies may be granted only in the discretion of a court of competent jurisdiction. Except as set forth on The execution and delivery by each of the Disclosure Schedule 4.4, neither Offeror and Parent of this Agreement and the Company nor any performance by it of its subsidiaries is subject to obligations hereunder and the completion of the Offer will not violate, conflict with or obligated under result in a breach of any provision of (a) its Certificate the constating documents of Parent or Articles of Incorporation or By-Laws, the Offeror; (b) except as set forth in any Law to which Parent or the Disclosure Schedule, any contract, Offeror is subject or by which Parent or the Offeror is bound; or (c) any licenseagreement, contract, indenture, deed of trust, mortgage, bond, instrument, licence, franchise or permitpermit to which Parent or the Offeror is a party or by which Parent or Offeror is bound, other than, with respect to (b) or (dc) any lawabove, regulation, order, judgment or decree, which 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 Company's execution, delivery and performance of this Agreement or the Option Agreement and the consummation by the Company of the transactions contemplated hereby, other than any such breaches, violations, rights conflicts or encumbrances breaches which will not, individually or in the aggregate, have a Material Adverse Effect on prevent or materially delay the Companyconsummation of the transactions contemplated by this Agreement. Other than in connection with or in compliance with the provisions of the Delaware Law, the Exchange Act and the Hart-Xxxxx-Xxxxxx XxxSecurities Laws, no authorization, consent or approval of, or filing with, any public body, court or authority Governmental Authority is necessary on the part of the Offeror or Parent for the consummation by the Company of the transactions contemplated by this Agreement or the Option Agreement other than (i) filings with such foreign jurisdictions in which subsidiaries of the Company are organized which may require filings to be made in connection with the transfer of control of such subsidiariesAgreement, and (ii) except for such authorizations, consents, approvals or and filings with respect as to which the failure to obtain or make would not, individually or in the aggregate, have a Material Adverse Effect on the Company prevent or the ability materially delay consummation of the parties to consummate the transactions contemplated hereby. The Company agrees to make any and all such filings on or prior to the Effective Time if the Company is required to make such filings under applicable lawby this Agreement.

Authority Relative to this Agreement. The Company Each of Endeavor and the Sellers has the requisite corporate power and authority to enter into this Agreement and the Option Agreement and to perform its obligations hereunder and thereunderhereunder. The execution and delivery of this Agreement and the Option Agreement by the Company and the consummation by the Company of the transactions contemplated hereby and thereby have been duly and unanimously authorized by all necessary action on the Board part of Directors each of Endeavor and the Company andSellers, except for the approval of its stockholders (if required) as set forth in Section 6.1, and no other corporate proceedings on the part of the Company Endeavor or either Seller are necessary to authorize this Agreement or the Option Agreement and the transactions contemplated hereby and therebyhereby. This Agreement and Option Agreement have has been duly executed and delivered by the Company each of Endeavor and the Agreement Sellers and constitutes the legal, valid and binding obligations obligation of the Companyeach of such entities, enforceable in accordance with their its terms. Except as set forth on in the Disclosure Schedule 4.4Letter, neither or, solely with respect to the Company nor any Sirrom Indebtedness, as may have been waived, none of its subsidiaries Endeavor or the Sellers is subject to or obligated under any provision of (a) its Certificate or respective Articles of Incorporation or By-LawsBylaws, (b) except as set forth in the Disclosure Schedule, any contractcontract to which it is a party or by which it is bound, (c) any license, franchise or permit, or (d) any law, regulation, order, judgment or decree, which would be breached breached, violated or violated defaulted (with or without due notice or lapse of time or both) or in respect of which a right of termination or acceleration or a loss of a material benefit or any encumbrance on any of its or any of its subsidiaries' assets would be created or suffered by the Company's execution, delivery its execution and performance of this Agreement Agreement, except (as to clauses (b), (c) or the Option Agreement and the consummation by the Company (d) above) where such breach, violation, right of the transactions contemplated herebytermination or acceleration, other than any such breaches, violations, rights or encumbrances which will notencumbrance, individually or in the aggregate, would not have a Material Adverse Effect. Except as set forth in the Disclosure Letter, neither the execution of this Agreement or the consummation of the transactions contemplated hereby will require the consent or approval of or registration or filing with any federal, state or local government or any court, administrative or regulatory agency or commission or other governmental authority or agency, domestic or foreign, other than where the failure to obtain such consents or approvals or to make any such registration or filing would not have individually or in the aggregate a Material Adverse Effect on the Companyor prevent or materially delay Endeavor or either Seller from performing its obligations under this Agreement. Other than in connection with or in compliance with the provisions Schedule 3.2, attached hereto and made a part hereof, lists all of the Delaware Lawcontracts, agreements, covenants, options, leases, guaranties and other similar arrangements (whether oral or written) which require the Exchange Act and the Hart-Xxxxx-Xxxxxx Xxxconsent of any party thereto or any other third party, no authorization, consent or approval of, or filing with, any public body, court or authority is necessary for the consummation by the Company of the transactions contemplated by this Agreement or the Option Agreement other than (i) filings with to assign such foreign jurisdictions in which subsidiaries of the Company are organized which may require filings contracts to be made in connection with the transfer of control of such subsidiaries, and (ii) such authorizations, consents, approvals or filings with respect to which the failure to obtain would not, individually or in the aggregate, have a Material Adverse Effect on the Company or the ability of the parties to consummate the transactions contemplated hereby. The Company agrees to make any and all such filings on or prior Purchaser pursuant to the Effective Time if the Company is required to make such filings under applicable lawterms of this Agreement.

Authority Relative to this Agreement. The Company Each of the HFCP Investors and ------------------------------------ Positano has the requisite corporate power and authority to enter into this Agreement and the Option Agreement all Ancillary Documents, and to perform carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and each Ancillary Document to which the Option Agreement by the Company HFCP Investors or Positano are parties, and the consummation by the Company of the transactions contemplated hereby and thereby thereby, have been duly and unanimously authorized by all necessary action on the Board of Directors part of the Company andHFCP Investors or Positano, except for and do not violate any provision of the approval agreement of its stockholders (if required) as set forth in Section 6.1limited partnership or other organizational documents of any HFCP Investor or Positano, and no other corporate proceedings on the part of the Company HFCP Investors or Positano are necessary to authorize this Agreement or and the Option Agreement Ancillary Documents and the transactions contemplated hereby and thereby. This The execution and delivery of this Agreement and Option Agreement have been duly executed and delivered each Ancillary Document by the Company HFCP Investors and Positano and the Agreement constitutes valid and binding obligations consummation of the Companytransactions provided for hereby and thereby will not conflict with or effect a breach, enforceable in accordance with their terms. Except as set forth on the Disclosure Schedule 4.4violation or default, neither the Company nor any or cause an event of its subsidiaries is subject to or obligated default under any provision of (a) its Certificate or Articles of Incorporation or By-Lawsmortgage, (b) except as set forth in the Disclosure Schedule, any contract, (c) any license, franchise or permitlease, or (d) other material agreement or instrument, or any lawstatute, regulation, order, judgment or decreedecree to which any of the HFCP Investors or Positano is a party or by which any HFCP Investor or Positano is bound, which would be breached or violated or in respect of which a right of termination or acceleration or any encumbrance on law or governmental regulation applicable to any HFCP Investor or Positano, or require the consent of its or any of its subsidiaries' assets would be created by the Company's execution, delivery and performance of this Agreement or the Option Agreement and the consummation by the Company of the transactions contemplated hereby, Person (other than any the parties to this Agreement), except for such conflicts, breaches, violations, rights defaults or encumbrances consents which will would not, either individually or in the aggregate, have a Material Adverse Effect material adverse effect on the Company. Other than in connection with or in compliance with the provisions of the Delaware Law, the Exchange Act and the Hart-Xxxxx-Xxxxxx Xxx, no authorization, consent or approval of, or filing with, any public body, court or authority is necessary for the consummation by the Company of the transactions contemplated by this Agreement or the Option Agreement other than (i) filings with such foreign jurisdictions in which subsidiaries of the Company are organized which may require filings to be made in connection with the transfer of control of such subsidiaries, and (ii) such authorizations, consents, approvals or filings with respect to which the failure to obtain would not, individually or in the aggregate, have a Material Adverse Effect on the Company or the ability of the parties HFCP Investors or Positano to consummate the transactions contemplated herebyby, and perform their obligations under, this Agreement and the Ancillary Documents. The Company agrees This Agreement and the Ancillary Documents to make which they are a party constitute the legal, valid and binding obligations of the HFCP Investors and Positano, enforceable in accordance with their terms, except as enforcement thereof may be limited by any applicable bankruptcy, reorganization, insolvency, moratorium, or similar laws affecting rights of creditors generally and all such filings on general principles of equity, whether applied at law or prior to the Effective Time if the Company is required to make such filings under applicable lawin equity.

Authority Relative to this Agreement. The Company NON-CONTRAVENTION. Each of Eurobancshares and Eurobank has the requisite corporate power and authority to enter into this Agreement and the Option Agreement and Agreement, to perform carry out its obligations hereunder and thereunderto consummate the transactions contemplated hereby. The execution and delivery and performance of this Agreement by each of Eurobancshares and the Option Agreement by the Company Eurobank and the consummation by the Company each of the transactions contemplated hereby and thereby have been duly and unanimously authorized by the its Board of Directors of the Company andDirectors, except for the approval of its stockholders (if required) as set forth in Section 6.1, and no other corporate proceedings on the its part of the Company are necessary to authorize this Agreement or the Option Agreement and the transactions contemplated hereby and therebysuch transactions. This Agreement and Option Agreement have has been duly executed and delivered by the Company each of Eurobancshares and the Agreement Eurobank and constitutes a valid and binding obligations obligation of the Companyeach, enforceable in accordance with their its terms. Except as set forth on the Disclosure Schedule 4.4Each of Eurobancshares and Eurobank is not subject to, neither the Company nor any of its subsidiaries is subject to or obligated under under, any provision of (a) its Certificate Charter or Articles of Incorporation or By-LawsBylaws, (b) except as set forth in the Disclosure Scheduleany agreement, any contractarrangement or understanding, (c) any license, franchise or permit, permit or (d) subject to obtaining the approvals referred to in the next sentence, any law, regulation, order, judgment or decree, which would be breached or violated 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 created, by the Company's its execution, delivery and performance of this Agreement or the Option Agreement and the consummation by the Company it of the transactions contemplated hereby, other than any such breaches, violations, rights or encumbrances which will not, individually or except in the aggregatecase of clauses (b) and (c) for any breach, violation, right of acceleration or termination or encumbrance which would not have a Material Adverse Effect on the CompanyEffect. Other than the authorizations, consents or approvals and filings required under or in connection with the Bank Merger Act (12 U.S.C. Section 1828(c)), the Banking Law, state and the Commonwealth securities or blue sky laws, and the rules and regulations thereunder ("BLUE SKY LAWS") and the filing of this Agreement in compliance accordance with the provisions of the Delaware LawBanking Law (collectively, the Exchange Act and the Hart-Xxxxx-Xxxxxx Xxx"REQUISITE APPROVALS"), no authorization, consent or approval of, or filing with, any public body, court or authority is necessary on its part for the consummation by the Company either Eurobancshares or Eurobank of the transactions contemplated by this Agreement or the Option Agreement other than (i) filings with such foreign jurisdictions in which subsidiaries of the Company are organized which may require filings to be made in connection with the transfer of control of such subsidiaries, and (ii) such authorizations, consents, approvals or filings with respect to which the failure to obtain would not, individually or in the aggregate, have a Material Adverse Effect on the Company or the ability of the parties to consummate the transactions contemplated hereby. The Company agrees to make any and all such filings on or prior to the Effective Time if the Company is required to make such filings under applicable lawAgreement.

Authority Relative to this Agreement. The Company Sub has the requisite corporate power and authority to enter into this Agreement and the Option Agreement and to perform carry out its obligations hereunder and thereunderhereunder. The execution and delivery of this Agreement and the Option Agreement by the Company Transaction Documents to which it is a party and the consummation by the Company of the transactions contemplated hereby and thereby have been duly and unanimously authorized by the Board all requisite corporate action of Directors of the Company andSub, except for the approval of its stockholders (if required) as set forth in Section 6.1, and no other corporate proceedings on the part of the Company Sub are necessary to authorize this Agreement or and the Option transactions contemplated hereby. This Agreement constitutes and, when executed and delivered by Sub, each of the Transaction Documents to which it is a party will be, a valid and binding obligation of Sub enforceable in accordance with its terms. The execution, delivery and performance by Sub of this Agreement and the Transaction Documents and the consummation by Sub of the transactions contemplated hereby and thereby. This Agreement and Option Agreement have been duly executed and delivered by thereby will not violate or conflict with (i) any Governing Document or (ii) or result in a violation or breach of or constitute (with or without due notice or lapse of time or both) a default under or give any Person the Company and right to terminate, cancel or accelerate any obligation or result in the Agreement constitutes valid and binding obligations creation of the Company, enforceable in accordance with their terms. Except as set forth on the Disclosure Schedule 4.4, neither the Company nor any Lien or loss of its subsidiaries is subject to or obligated a benefit under any indenture or other loan document provision of (a) its Certificate or Articles of Incorporation or By-Laws, (b) except as set forth in the Disclosure Schedule, any other contract, (c) any license, franchise or franchise, permit, concession, lease, instrument or (d) any law, regulation, order, judgment or decree, which would be breached or violated or in respect of which a right of termination or acceleration or any encumbrance on any of its Legal Requirement applicable to Sub or any of its subsidiaries' assets would be created by the Company's execution, delivery and performance of this Agreement Subsidiaries or the Option Agreement and the consummation by the Company of the transactions contemplated herebytheir respective properties or assets, other than than, in the case of clause (ii) only, (A) any such conflicts, breaches, violations, rights defaults, terminations, cancellations or encumbrances which will notaccelerations, Liens or losses which, individually or in the aggregate, will not have a Parent Material Adverse Effect on or prevent or materially impair the Companyconsummation of the transactions contemplated hereby and thereby and (B) the Legal Requirements referred to in the next sentence. Other than Except in connection with connection, or in compliance with with, the provisions of the Delaware LawDGCL and rules and regulations of the relevant Governmental Entities, the Exchange Act and the Hart-Xxxxx-Xxxxxx Xxxprovisions contained in Franchises regarding transfer of ownership or control of Franchises and FCC licenses, no filing or registration with, or authorization, consent or approval of, any Governmental Entity or filing with, any public body, court or authority other Person is necessary for the consummation by the Company Sub of the transactions contemplated by this Agreement or the Option Agreement Agreement, other than (i) filings with such foreign jurisdictions in which subsidiaries of the Company are organized which may require filings to be made in connection with the transfer of control of such subsidiariesfilings, and (ii) such registrations, authorizations, consents, consents or approvals or filings with respect to which the failure of which to make or obtain would not, individually or in the aggregate, not have a Parent Material Adverse Effect on or prevent or materially impair the Company or the ability consummation of the parties to consummate the transactions contemplated hereby. ARTICLE VI ---------- REPRESENTATIONS AND WARRANTIES OF THE COMPANY The Company agrees represents and warrants to make any Parent and all such filings on or prior to the Effective Time if the Company is required to make such filings under applicable law.Sub as follows:

Authority Relative to this Agreement. The Company Each of Parent and Merger Sub has the requisite corporate power and authority to enter into this Agreement and the Option Agreement and Agreement, to perform its obligations hereunder and thereunderto consummate the transactions contemplated hereby. The execution and delivery of this Agreement by each of Parent and the Option Agreement by the Company Merger Sub and the consummation by the Company each of Parent and Merger Sub of the transactions contemplated hereby and thereby have been duly and unanimously authorized by the Board of Directors of the Company and, except for the approval each of its stockholders (if required) as set forth in Section 6.1, Parent and Merger Sub and no other corporate proceedings on the part of the Company each of Parent and Merger Sub are necessary to authorize this Agreement or the Option Agreement and the transactions contemplated hereby and therebyhereby. This Agreement and Option Agreement have has been duly executed and delivered by the Company each of Parent and the Agreement Merger Sub and constitutes a valid and binding obligations obligation of the Company, enforceable in accordance with their termseach of Parent and Merger Sub. Except as set forth on in Section 5.04 of the Parent Disclosure Schedule 4.4Schedule, neither the Company Parent nor any of its subsidiaries the Parent Subsidiaries is subject to or obligated under any provision of (ai) its Certificate respective memorandum of association or Articles of Incorporation byelaws or By-Lawsother organizational documents, (bii) except as set forth any Contract (excluding all arrangements which are terminable upon 90 days or less notice without premium or penalty or arrangements involving not more than $100,000 per fiscal year in the Disclosure Schedule, any contractpayments expected to be paid or received by each of Parent or Merger Sub), (ciii) any license, franchise or permitPermit, or (div) any law, regulation, order, judgment Law or decree, Governmental Order which would be breached breached, violated or violated defaulted (with or without due notice or lapse of time or both) or in respect of which a right of termination or acceleration or a loss of a material benefit or any encumbrance on any of its or any of its subsidiaries' assets would be created or suffered by the Company's execution, delivery each of Parent and Merger Sub’s execution or performance of this Agreement or the Option Agreement and the consummation by the Company execution or performance of the transactions contemplated herebyJoinder Agreement by New Parent, other than any except (as to clauses (ii), (iii) or (iv) above) where such breachesbreach, violationsviolation, rights right of termination or encumbrances which will notacceleration, or encumbrance, individually or in the aggregate, have would not have, or would not be reasonably likely to have, a Parent Material Adverse Effect on the CompanyEffect. Other than Except as set forth in connection with or in compliance with the provisions Section 5.04 of the Delaware LawParent Disclosure Schedule, the Exchange Act consummation of the Merger by each of Parent, New Parent and Merger Sub will not require the Hart-Xxxxx-Xxxxxx Xxx, no authorization, consent or approval of, of or registration or filing with, with any public body, court or authority is necessary for the consummation by the Company of the transactions contemplated by this Agreement or the Option Agreement Governmental Entity other than (i) filings with such foreign jurisdictions in which subsidiaries applicable requirements, if any, of the Company are organized which may require filings to be made in connection with the transfer of control of such subsidiariesXxxxxxxx Xxx, Xxxxxxx Xxxxxxxxx Xxx 0000 and Exchange Control Xxx 0000, state “blue sky” or takeover laws, and the HSR Act and other similar Laws, (ii) such authorizationsfiling and recordation of appropriate merger documents as required by the DGCL, consents(iii) compliance with any rules, approvals regulations or filings with respect to which the policies promulgated by any Telecommunications Operating Authority and (iv) where failure to obtain such consents or approvals or to make such registration or filing would notnot have, or would not be reasonably likely to have, individually or in the aggregate, have a Parent Material Adverse Effect on the Company or the ability of the parties to consummate the transactions contemplated hereby. The Company agrees to make any and all such filings on or prior to the Effective Time if the Company is required to make such filings under applicable lawEffect.

Authority Relative to this Agreement. The Company Each of Radware, Parent and Merger Sub has the requisite all necessary corporate power and authority to enter into execute and deliver this Agreement and each of the Option Agreement Ancillary Agreements to which it is a party and to perform its obligations hereunder and thereunderthereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Option Agreement Ancillary Agreements to which it is a party by the Company Radware, Parent and Merger Sub and the consummation by the Company Radware, Parent and Merger Sub of the transactions contemplated hereby and thereby have been duly and unanimously validly authorized by all necessary corporate action on the Board part of Directors of Radware, Parent and Merger Sub, as the Company andcase may be, except for the approval of its stockholders (if required) as set forth in Section 6.1, and no other corporate or stockholder proceedings on the part of the Company Radware, Parent or Merger Sub are necessary to authorize this Agreement or any of the Option Agreement and Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby and therebyso contemplated. This Agreement has been, and Option Agreement the Ancillary Agreements to which it is a party have been or, if executed after the date hereof, will be, duly and validly executed and delivered by Radware, Parent and Merger Sub and, assuming the Company due authorization, execution and delivery of this Agreement and the Agreement constitutes Ancillary Agreements by each of the other parties hereto and thereto, constitutes, or, in the case of the Ancillary Agreements have been or, if executed after the date hereof and prior to the Effective Time, will constitute, legal, valid and binding obligations of the CompanyRadware, Parent and Merger Sub, enforceable against Radware, Parent and Merger Sub in accordance with their respective terms. Except as set forth on the Disclosure Schedule 4.4, neither the Company nor any of its subsidiaries is subject to or obligated under any provision of (a) its Certificate or Articles of Incorporation or By-Laws, (b) except as set forth the same may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and general equitable principles regardless of whether such enforceability is considered in the Disclosure Schedule, any contract, (c) any license, franchise or permit, or (d) any law, regulation, order, judgment or decree, which would be breached or violated a proceeding at law 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 Company's execution, delivery and performance of this Agreement or the Option Agreement and the consummation by the Company of the transactions contemplated hereby, other than any such breaches, violations, rights or encumbrances which will not, individually or in the aggregate, have a Material Adverse Effect on the Company. Other than in connection with or in compliance with the provisions of the Delaware Law, the Exchange Act and the Hart-Xxxxx-Xxxxxx Xxx, no authorization, consent or approval of, or filing with, any public body, court or authority is necessary for the consummation by the Company of the transactions contemplated by this Agreement or the Option Agreement other than (i) filings with such foreign jurisdictions in which subsidiaries of the Company are organized which may require filings to be made in connection with the transfer of control of such subsidiaries, and (ii) such authorizations, consents, approvals or filings with respect to which the failure to obtain would not, individually or in the aggregate, have a Material Adverse Effect on the Company or the ability of the parties to consummate the transactions contemplated hereby. The Company agrees to make any and all such filings on or prior to the Effective Time if the Company is required to make such filings under applicable lawequity.

Authority Relative to this Agreement. The Company Each of Endeavor and the ------------------------------------ Sellers has the requisite corporate power and authority to enter into this Agreement and the Option Agreement and to perform its obligations hereunder and thereunderhereunder. The execution and delivery of this Agreement and the Option Agreement by the Company and the consummation by the Company of the transactions contemplated hereby and thereby have been duly and unanimously authorized by all necessary action on the Board part of Directors each of Endeavor and the Company andSellers, except for the approval of its stockholders (if required) as set forth in Section 6.1, and no other corporate proceedings on the part of the Company Endeavor or either Seller are necessary to authorize this Agreement or the Option Agreement and the transactions contemplated hereby and therebyhereby. This Agreement and Option Agreement have has been duly executed and delivered by the Company each of Endeavor and the Agreement Sellers and constitutes the legal, valid and binding obligations obligation of the Companyeach of such entities, enforceable in accordance with their its terms. Except as set forth on in the Disclosure Schedule 4.4Letter, neither or, solely with respect to the Company nor any Sirrom Indebtedness, as may have been waived, none of its subsidiaries Endeavor or the Sellers is subject to or obligated under any provision of (a) its Certificate or respective Articles of Incorporation or By-LawsBylaws, (b) except as set forth in the Disclosure Schedule, any contractcontract to which it is a party or by which it is bound, (c) any license, franchise or permit, or (d) any law, regulation, order, judgment or decree, which would be breached breached, violated or violated defaulted (with or without due notice or lapse of time or both) or in respect of which a right of termination or acceleration or a loss of a material benefit or any encumbrance on any of its or any of its subsidiaries' assets would be created or suffered by the Company's execution, delivery its execution and performance of this Agreement Agreement, except (as to clauses (b), (c) or the Option Agreement and the consummation by the Company (d) above) where such breach, violation, right of the transactions contemplated herebytermination or acceleration, other than any such breaches, violations, rights or encumbrances which will notencumbrance, individually or in the aggregate, would not have a Material Adverse Effect. Except as set forth in the Disclosure Letter, neither the execution of this Agreement or the consummation of the transactions contemplated hereby will require the consent or approval of or registration or filing with any federal, state or local government or any court, administrative or regulatory agency or commission or other governmental authority or agency, domestic or foreign, other than where the failure to obtain such consents or approvals or to make any such registration or filing would not have individually or in the aggregate a Material Adverse Effect on the Companyor prevent or materially delay Endeavor or either Seller from performing its obligations under this Agreement. Other than in connection with or in compliance with the provisions Schedule 3.2, attached hereto and made a part hereof, lists all of the Delaware Law------------ contracts, agreements, covenants, options, leases, guaranties and other similar arrangements (whether oral or written) which require the Exchange Act and the Hart-Xxxxx-Xxxxxx Xxxconsent of any party thereto or any other third party, no authorization, consent or approval of, or filing with, any public body, court or authority is necessary for the consummation by the Company of the transactions contemplated by this Agreement or the Option Agreement other than (i) filings with to assign such foreign jurisdictions in which subsidiaries of the Company are organized which may require filings contracts to be made in connection with the transfer of control of such subsidiaries, and (ii) such authorizations, consents, approvals or filings with respect to which the failure to obtain would not, individually or in the aggregate, have a Material Adverse Effect on the Company or the ability of the parties to consummate the transactions contemplated hereby. The Company agrees to make any and all such filings on or prior Purchaser pursuant to the Effective Time if the Company is required to make such filings under applicable lawterms of this Agreement.

Authority Relative to this Agreement. The Company Each of YP and Merger Sub has the requisite corporate power and authority to enter into this Agreement and the Option Agreement and to perform carry out its obligations hereunder and thereunderhereunder. The execution and delivery of this Agreement by YP and the Option Agreement by the Company Merger Sub and the consummation by the Company YP and Merger Sub of the transactions contemplated hereby hereby, including the issuance of the Merger Shares, and thereby the shares to be issued upon conversion of outstanding indebtedness pursuant to Section 4.5 below have been duly and unanimously authorized by the Board of Directors of the Company andYP and Merger Sub, except for the approval of its stockholders (if required) as set forth in Section 6.1, and no other corporate proceedings (including any vote of YP’s stockholders) on the part of the Company YP or Merger Sub are necessary to authorize this Agreement or and such transactions. YP has taken all corporate action necessary to reserve for issuance a sufficient number of shares of YP Common Stock for delivery upon exercise of the Option Agreement LiveDeal Options and the transactions contemplated hereby and therebyLiveDeal Warrants. This Agreement and Option Agreement have has been duly executed and delivered by the Company YP and the Agreement Merger Sub and constitutes a valid and binding obligations obligation of the Companyeach, enforceable in accordance with their its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or other similar laws relating to the enforcement of creditors’ rights generally and by general principles of equity. Except as set forth on the Disclosure Schedule 4.4, neither the Company Neither YP nor any of its subsidiaries Merger Sub is subject to to, or obligated under under, any provision of (a) its Certificate or Articles of Incorporation or By-Laws, its Bylaws; (b) except as set forth in the Disclosure Scheduleany agreement, any contract, arrangement or understanding; (c) any license, franchise or permit, ; or (d) any law, regulation, order, judgment or decree, which that would be breached breached, or violated violated, or in respect of which a right of termination or acceleration would arise or any encumbrance on any of its or any of its subsidiaries' ’ assets would be created created, by the Company's its execution, delivery and performance of this Agreement or the Option Agreement and the consummation by the Company it of the transactions contemplated hereby, other than any such breaches, violations, rights or encumbrances which will not, individually or in the aggregate, have a Material Adverse Effect on the Company. Other than in connection with or in compliance with the provisions of the Delaware Law, the Exchange Act and the Hart-Xxxxx-Xxxxxx Xxx, no authorization, consent or approval of, or filing with, any public body, court or authority is necessary for the consummation by the Company of the transactions contemplated by this Agreement or the Option Agreement other than (i) filings with such foreign jurisdictions in which subsidiaries of the Company are organized which may require filings to be made in connection with the transfer of control of such subsidiaries, and (ii) such authorizations, consents, approvals or filings with respect to which the failure to obtain would not, individually or in the aggregate, have a Material Adverse Effect on the Company or the ability of the parties to consummate the transactions contemplated hereby. The Company agrees to make any and all such filings on or prior to the Effective Time if the Company is required to make such filings under applicable law.

Authority Relative to this Agreement. The Company (a) Seller has the all requisite corporate power and authority under its respective articles of incorporation and by-laws, each as amended to enter into date, and applicable laws to execute and deliver this Agreement Agreement, the Related Agreements and each other agreement, instrument or document to be executed and delivered by it hereunder to which it is a party (collectively, the Option Agreement "Seller Documents") and to consummate the transactions contemplated hereby and thereby and to perform its obligations hereunder and thereunder. The execution execution, delivery and delivery performance by each Seller of this Agreement and the Option Agreement by the Company Seller Documents, and the consummation by the Company it of the transactions contemplated hereby and thereby thereby, have been duly and unanimously authorized by the Board of Directors of the Company and, except for the approval of its stockholders (if required) as set forth in Section 6.1, each Seller and no other corporate proceedings on the part of the Company each Seller are necessary to authorize with respect thereto. Assuming that Buyer has duly authorized the execution and delivery of the Seller Documents, this Agreement or constitutes, and each of the Option Agreement and the transactions contemplated hereby and thereby. This Agreement and Option Agreement have been duly other Seller Documents, when executed and delivered by the Company and the Agreement constitutes Seller, will constitute, valid and binding obligations of the CompanySeller, enforceable in accordance with their respective terms. Except as set forth on the Disclosure Schedule 4.4, neither the Company nor any of its subsidiaries is subject to or obligated under any provision of (a) its Certificate or Articles of Incorporation or By-Laws, (b) except as set forth in the Disclosure Schedule, any contract, same may be limited by (ci) any licenseapplicable bankruptcy, franchise insolvency, reorganization, moratorium or permit, similar law affecting creditors' rights generally or (dii) any general principles of equity, whether considered in a proceeding in equity or law, regulation, order, judgment or decree, which 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 Company's execution, delivery and performance of this Agreement or the Option Agreement and the consummation by the Company of the transactions contemplated hereby, other than any such breaches, violations, rights or encumbrances which will not, individually or in the aggregate, have a Material Adverse Effect on the Company. Other than in connection with respect to Electric, Railway and ARCO, Crown does not own of record or in compliance with the provisions of the Delaware Law, the Exchange Act and the Hart-Xxxxx-Xxxxxx Xxx, no authorization, consent or approval ofbeneficially, or filing withhave any right or obligation to acquire, any public bodydirectly or indirectly, court or authority is necessary for the consummation by the Company of the transactions contemplated by this Agreement or the Option Agreement other than (i) filings with such foreign jurisdictions any shares of capital stock, or securities convertible into, or exercisable or exchangeable for, shares of capital stock, of any other corporation, any equity participating interests in which subsidiaries of any joint venture, partnership or other non-corporate business enterprise, relating in either case to the Company are organized which may require filings to be made in connection with the transfer of control of such subsidiaries, and (ii) such authorizations, consents, approvals or filings with respect to which the failure to obtain would not, individually or in the aggregate, have a Material Adverse Effect on the Company Purchased Assets or the ability of the parties to consummate the transactions contemplated hereby. The Company agrees to make any and all such filings on or prior to the Effective Time if the Company is required to make such filings under applicable lawBusiness.

Authority Relative to this Agreement. The Company Each of SuperShuttle and Merger Sub has the requisite corporate power and authority to enter into this Agreement and the Option Agreement and to perform carry out its obligations hereunder and thereunderhereunder. The execution and delivery of this Agreement by SuperShuttle and the Option Agreement by the Company Merger Sub and the consummation by the Company SuperShuttle and Merger Sub of the transactions contemplated hereby and thereby have been duly and unanimously authorized by the Board of Directors of the Company andSuperShuttle and Merger Sub, except for the approval of its stockholders (if required) as set forth in Section 6.1, and no other corporate proceedings on the part of the Company SuperShuttle or Merger Sub are necessary to authorize this Agreement or the Option Agreement and the transactions contemplated hereby and therebysuch transactions. This Agreement and Option Agreement have has been duly executed and delivered by SuperShuttle and Merger Sub and, assuming the Company due authorization, execution and the Agreement delivery by PTI, constitutes a valid and binding obligations obligation of the Companyeach, enforceable in accordance with their its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or other similar laws relating to the enforcement of creditors' rights generally and by general principles of equity. Except as set forth on in the SuperShuttle Disclosure Schedule 4.4Schedule, neither the Company SuperShuttle nor any of its subsidiaries Merger Sub is subject to to, or obligated under under, any provision of (a) its Articles or Certificate or Articles of Incorporation or By-LawsBylaws, (b) except as set forth in the Disclosure Scheduleany material agreement, any contractarrangement or understanding, (c) any material license, franchise or permit, or (d) any law, regulation, order, judgment or decree, which would be breached or violated violated, or in respect of which a right of termination or acceleration would arise or any encumbrance on any of its or any of its subsidiaries' assets would be created created, by the Company's its execution, delivery and performance of this Agreement or the Option Agreement and the consummation by the Company it of the transactions contemplated hereby, other than any . Except for such breaches, violations, rights or encumbrances which will not, individually or filings to be made pursuant to the Merger Statutes in order to effect the aggregate, have a Material Adverse Effect on the Company. Other than in connection with or in compliance with the provisions of the Delaware Law, the Exchange Act and the Hart-Xxxxx-Xxxxxx XxxMerger, no authorization, consent or approval of, or filing with, any public body, court or authority is necessary on the part of SuperShuttle or Merger Sub for the consummation by the Company SuperShuttle and Merger Sub of the transactions contemplated by this Agreement or the Option Agreement other than (i) filings with such foreign jurisdictions in which subsidiaries of the Company are organized which may require filings to be made in connection with the transfer of control of such subsidiaries, and (ii) such authorizations, consents, approvals or filings with respect to which the failure to obtain would not, individually or in the aggregate, have a Material Adverse Effect on the Company or the ability of the parties to consummate the transactions contemplated hereby. The Company agrees to make any and all such filings on or prior to the Effective Time if the Company is required to make such filings under applicable lawAgreement.

Authority Relative to this Agreement. The Company Each of NAC and Merger Sub has the requisite corporate power and authority to enter into this Agreement and the Option Agreement and to perform carry out its obligations hereunder and thereunderhereunder. The execution and delivery of this Agreement by NAC and the Option Agreement by the Company Merger Sub and the consummation by the Company NAC and Merger Sub of the transactions contemplated hereby to be performed by NAC and thereby Merger Sub, respectively, have been duly and unanimously authorized by NAC and the Board of Directors of the Company andMerger Sub, except for the approval of its stockholders (if required) as set forth in Section 6.1respectively, and no other corporate proceedings on the part of NAC or the Company Merger Sub are necessary to authorize this Agreement or the Option Agreement and the transactions contemplated hereby and therebysuch transactions. This Agreement and Option Agreement have has been duly executed and delivered by the Company NAC and the Agreement Merger Sub and constitutes a valid and binding obligations obligation of the Companyeach, enforceable against each in accordance with their its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or other similar laws relating to the enforcement of creditors' rights generally and by general principles of equity. Except as set forth on the Disclosure Schedule 4.4, neither the Company Neither NAC nor any of its subsidiaries Merger Sub is subject to to, or obligated under under, any provision of (a) its Certificate or Articles of Incorporation or By-Lawsits Bylaws, (b) except as set forth in the Disclosure Scheduleany agreement, any contractarrangement or understanding, (c) any license, franchise or permit, permit or (d) any law, regulation, order, judgment or decree, which that would be breached or violated violated, or in respect of which a right of termination or acceleration would arise or any encumbrance on any of its or any of its subsidiaries' assets would be created created, by the Company's its execution, delivery and performance of this Agreement or the Option Agreement and the consummation by the Company it of the transactions contemplated hereby, other than any . Except for such breaches, violations, rights or encumbrances which will not, individually or in the aggregate, have a Material Adverse Effect on the Company. Other than in connection with or in compliance with the provisions of the Delaware Law, the Exchange Act and the Hart-Xxxxx-Xxxxxx Xxx, no authorization, consent or approval of, or filing with, any public body, court or authority is necessary for the consummation by the Company of the transactions contemplated by this Agreement or the Option Agreement other than (i) filings with such foreign jurisdictions in which subsidiaries of the Company as are organized which may require filings required to be made pursuant to Delaware Corporate Law in order to create, authorize or authorize the issuance of the shares of Series B Preferred Stock and the Series C Preferred Stock and effect the Merger or pursuant to federal and state securities laws in order to comply with such laws in connection with the transfer registration for resale by the Shareholders of control of such subsidiaries, and (ii) such authorizations, consents, approvals or filings with respect to which the failure to obtain would not, individually or in the aggregate, have a Material Adverse Effect on the Company or the ability shares of the parties to consummate NAC Common Stock as contemplated under the transactions contemplated hereby. The Company Registration Rights Agreement, which filings NAC agrees to make any as and all such filings on or prior to the Effective Time if the Company is required to make such filings under applicable law.extent provided

Authority Relative to this Agreement. The Company (a) Each of Alcatel and Merger Sub has the requisite all necessary corporate power and authority to enter into execute and deliver this Agreement and each of the Option Agreement Ancillary Agreements and (subject to the receipt of the consents described in Section 5.05(b) hereof) to perform its obligations hereunder and thereunderthereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Option Agreement Ancillary Agreements by the Company Alcatel and Merger Sub and the consummation by the Company Alcatel and Merger Sub of the transactions contemplated hereby and thereby have been duly and unanimously validly authorized by all necessary corporate action on the Board part of Directors of Alcatel and Merger Sub, as the Company andcase may be, except for the approval of its stockholders (if required) as set forth in Section 6.1, and no other corporate proceedings on the part of the Company Alcatel or Merger Sub are necessary to authorize this Agreement or any of the Option Agreement and Ancillary Agreements or to consummate the transactions contemplated hereby and therebyso contemplated. This Agreement has been, and Option Agreement have been the Ancillary Agreements will be, duly and validly executed and delivered by Alcatel and Merger Sub and, assuming the Company due authorization, execution and delivery of this Agreement and the Agreement constitutes Ancillary Agreements by each of the other parties hereto and thereto, constitutes, or, in the case of the Ancillary Agreements, will constitute, legal, valid and binding obligations of the CompanyAlcatel and Merger Sub, enforceable against Alcatel and Merger Sub in accordance with their respective terms. Except as set forth on the Disclosure Schedule 4.4, neither the Company nor any of its subsidiaries is subject to or obligated under any provision of (a) its Certificate or Articles of Incorporation or By-Laws, (b) except as set forth in the Disclosure Schedule, any contract, (c) any license, franchise or permit, or (d) any law, regulation, order, judgment or decree, which would enforceability may 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 limited by the Company's execution, delivery and performance of this Agreement or the Option Agreement and the consummation by the Company of the transactions contemplated hereby, other than any such breaches, violations, rights or encumbrances which will not, individually or in the aggregate, have a Material Adverse Effect on the Company. Other than in connection with or in compliance with the provisions of the Delaware Law, the Exchange Act and the Hart-Xxxxx-Xxxxxx Xxx, no authorization, consent or approval of, or filing with, any public body, court or authority is necessary for the consummation by the Company of the transactions contemplated by this Agreement or the Option Agreement other than (i) filings with such foreign jurisdictions applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other Laws of general application affecting the enforcement of creditors' rights generally now or hereafter in which subsidiaries of the Company are organized which may require filings to be made in connection with the transfer of control of such subsidiaries, effect and (ii) such authorizationsgeneral principles of equity, consents, approvals regardless of whether asserted in a proceeding in equity or filings with respect to which the failure to obtain would not, individually or in the aggregate, have a Material Adverse Effect on the Company or the ability of the parties to consummate the transactions contemplated hereby. The Company agrees to make any and all such filings on or prior to the Effective Time if the Company is required to make such filings under applicable at law.

Authority Relative to this Agreement. The Company Each of Buyer Parties has the requisite corporate power and authority to enter into this Agreement and the Option Agreement Ancillary Agreements and to perform carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and the Option Agreement Ancillary Agreements by the Company Buyer Parties and the consummation by the Company Buyer Parties of the transactions contemplated hereby and thereby Contemplated Transactions have been duly and unanimously authorized by the Board of Directors of the Company andBuyer Parties, except for the approval of its stockholders (if required) as set forth in Section 6.1, and no other corporate proceedings proceedings, including, without limitation, any authorization by the shareholders of Buyer Parent Company, or on the part of the Company Buyer Parties are necessary to authorize this Agreement Agreement, the Ancillary Agreements or the Option Agreement and the transactions contemplated hereby and therebysuch transactions. This Agreement and Option Agreement the Ancillary Agreements have each been duly executed and delivered by the Company Buyer Parties and the Agreement each such agreement constitutes a valid and binding obligations obligation of the Companyeach such entity, enforceable in accordance with their its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or other similar laws relating to the enforcement of creditors' rights generally and by general principles of equity. Except as set forth on Neither of the Disclosure Schedule 4.4, neither the Company nor any of its subsidiaries Buyer Parties is subject to to, or obligated under under, any provision of (a) its Certificate or Articles of Incorporation Incorporation, or By-Lawsits Bylaws, (b) except as set forth in the Disclosure Scheduleany agreement, any contractarrangement or understanding, (c) any license, franchise or permit, permit or (d) any law, regulation, order, judgment or decree, which would be breached breached, or violated violated, or in respect of which a right of termination or acceleration would arise or any encumbrance on any of its or any of its subsidiaries' assets would be created created, by the Company's its execution, delivery and performance of this Agreement or the Option Agreement Ancillary Agreements and the consummation by the Company it of the transactions contemplated herebyContemplated Transactions. Except for such filings to be made pursuant to Corporate Law in order to effect the Acquisition Purchase and federal and state securities laws, other than any such breaches, violations, rights or encumbrances which will not, individually or in the aggregate, have a Material Adverse Effect on the Company. Other than in connection with or in compliance with the provisions of the Delaware Law, the Exchange Act and the Hart-Xxxxx-Xxxxxx XxxBuyer agrees to make, no authorization, consent or approval of, or filing with, any public body, court or authority is necessary on the part of Buyer Parties for the consummation by the Company Buyer Parties of the transactions contemplated by this Agreement or and the Option Agreement other than (i) filings with such foreign jurisdictions in which subsidiaries of the Company are organized which may require filings to be made in connection with the transfer of control of such subsidiaries, and (ii) such authorizations, consents, approvals or filings with respect to which the failure to obtain would not, individually or in the aggregate, have a Material Adverse Effect on the Company or the ability of the parties to consummate the transactions contemplated hereby. The Company agrees to make any and all such filings on or prior to the Effective Time if the Company is required to make such filings under applicable lawAncillary Agreements.

Authority Relative to this Agreement. The Company NON-CONTRAVENTION. Financiero has the requisite corporate power and authority to enter into this Agreement and the Option Agreement and Agreement, to perform carry out its obligations hereunder and thereunderto consummate the transactions contemplated hereby, subject only to the provisions the Cease and Desist Order disclosed in SCHEDULE 3.17 hereto, a true and correct copy of which has been provided to Eurobancshares. The execution execution, delivery and delivery performance of this Agreement and the Option Agreement by the Company Financiero and the consummation by the Company Financiero of the transactions contemplated hereby and thereby have been duly and unanimously authorized by the Board of Directors of Financiero (the Company "Financiero Board") and, except for the approval of its stockholders this Agreement and the Merger by the affirmative vote of the holders of two thirds (if required2/3) as set forth in Section 6.1of the outstanding shares of Financiero Common Stock, no other corporate proceedings on the part of the Company Financiero are necessary to authorize this Agreement or the Option Agreement and the transactions contemplated hereby and therebysuch transactions. This Agreement and Option Agreement have has been duly executed and delivered by the Company Financiero and the Agreement constitutes a valid and binding obligations obligation of the CompanyFinanciero, enforceable in accordance with their its terms. Except as set forth on the Disclosure Schedule 4.4Financiero is not subject to, neither the Company nor any of its subsidiaries is subject to or obligated under under, any provision of (a) its Certificate Charter or Articles of Incorporation or By-LawsBylaws, (b) except as set forth in the Disclosure Scheduleany agreement, any contractarrangement or understanding, (c) any license, franchise or permit, permit or (d) any law, regulation, order, judgment or decree, which would be breached or violated violated, or in respect of which a right of termination or acceleration or any encumbrance on any assets of its or any of its subsidiaries' assets Financiero would be created created, by the Company's execution, delivery and or performance of this Agreement Agreement, or the Option Agreement and the consummation by the Company of the transactions contemplated hereby, other than any such breaches, violations, rights or encumbrances which will not, individually or except in the aggregatecase of clauses (b) and (c) for any breach, violation, right of acceleration or termination or encumbrance which would not have a Material Adverse Effect on the CompanyEffect. Other than in connection with or in compliance with obtaining the provisions of the Delaware Law, the Exchange Act and the Hart-Xxxxx-Xxxxxx XxxRequisite Approvals, no authorization, consent or approval of, or filing with, any public body, court or authority is necessary on the part of Financiero for the consummation by the Company Financiero of the transactions contemplated by this Agreement or the Option Agreement other than (i) filings with such foreign jurisdictions in which subsidiaries of the Company are organized which may require filings to be made in connection with the transfer of control of such subsidiaries, and (ii) such authorizations, consents, approvals or filings with respect to which the failure to obtain would not, individually or in the aggregate, have a Material Adverse Effect on the Company or the ability of the parties to consummate the transactions contemplated hereby. The Company agrees to make any and all such filings on or prior to the Effective Time if the Company is required to make such filings under applicable lawAgreement.

Authority Relative to this Agreement. The Company has the requisite ------------------------------------ corporate power and authority to enter into this Agreement and the Option Agreement and to perform carry out its obligations hereunder and thereunderhereunder. The execution and delivery of this Agreement and the Option Agreement by the Company and the consummation by the Company of the transactions contemplated hereby and thereby have been duly and unanimously authorized by the Company's Board of Directors Directors. This Agreement constitutes a valid and binding obligation of the Company andenforceable in accordance with its terms except as enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditor's rights generally and except that the availability of equitable remedies, including specific performance, is subject to the discretion of the court before which any proceeding therefor may be brought. Except for the approval of its stockholders (if required) this Agreement and the transactions contemplated hereby by the holders of a majority of the shares of Company Stock outstanding and entitled to vote thereon as set forth described in Section 6.15.4, and the filing and recordation of appropriate merger documents as required by the BCA and the DGCL, no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or the Option Agreement and consummate the transactions contemplated hereby and thereby. This Agreement and Option Agreement have been duly executed and delivered by the Company and the Agreement constitutes valid and binding obligations of the Company, enforceable in accordance with their termshereby. Except as set forth on the Disclosure Schedule 4.4, neither in Section 7.4 of the Company nor any of its subsidiaries Disclosure Schedule, the Company is not subject to or obligated under (i) any charter, by-law, indenture or other loan or credit document provision of or (aii) its Certificate or Articles of Incorporation or By-Laws, (b) except as set forth in the Disclosure Schedule, any other contract, (c) any license, franchise or franchise, permit, or (d) any law, regulation, order, judgment or decree, concession, lease, instrument, judgment, statute, law, ordinance, rule or regulation applicable to the Company or any of its subsidiaries or their respective properties or assets which would be breached or violated violated, or in respect under which there would be a default (with or without notice or lapse of time, or both), or under which there would arise a right of termination termination, cancellation, modification or acceleration of any obligation, or any encumbrance on any right to payment or compensation, or the loss of a material benefit, by its or any of its subsidiaries' assets would be created by the Company's execution, delivery executing and performance of carrying out this Agreement or the Option Agreement and the consummation by the Company of the transactions contemplated hereby, other than any except for such breaches, violations, defaults or arising of such rights or encumbrances which will not, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on material adverse effect. Except as required by the Company. Other than in connection with Securities Act, and the corporation, securities or in compliance with the provisions blue sky laws or regulations of the Delaware Lawvarious states, and except for the Exchange Act filing and recordation of appropriate merger documents as required by the BCA and the Hart-Xxxxx-Xxxxxx XxxDGCL, no filing or registration with, or authorization, consent or approval of, or filing with, any public body, court or authority Governmental Entity is necessary for the consummation by the Company of the Merger or the other transactions contemplated by this Agreement or the Option Agreement Agreement, other than (i) filings with such foreign jurisdictions in which subsidiaries of the Company are organized which may require filings to be made in connection with the transfer of control of such subsidiariesfilings, and (ii) such registrations, *** CONFIDENTIAL TREATMENT REQUESTED. 12 authorizations, consents, consents or approvals or filings with respect to which the failure to make or obtain which has not had, and would notnot reasonably be expected to have, individually a material adverse effect or in prevent the aggregate, have a Material Adverse Effect on the Company or the ability consummation of the parties to consummate the transactions contemplated hereby. The Company agrees to make any and all such filings on or prior to the Effective Time if the Company is required to make such filings under applicable law.

Authority Relative to this Agreement. The Each of the Company and Sellers has the ------------------------------------ all requisite corporate power and authority capacity to enter into execute and deliver this Agreement and each of the Option Agreement Transaction Agreements to which it is a party and to perform its obligations hereunder consummate the transactions contemplated hereby and thereunderthereby. The execution and delivery of this Agreement and the Option Agreement by the Company and the consummation by the Company of the transactions contemplated hereby and thereby by the Company have been duly and unanimously validly authorized by Sellers, as the Board of Directors sole shareholders of the Company andCompany, except for the approval of its stockholders (if required) as set forth in Section 6.1, and no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement or the Option Agreement and the transactions contemplated hereby and thereby. This Agreement and Option Agreement have been duly executed and delivered by the Company and the Agreement constitutes valid and binding obligations of the Company, enforceable in accordance with their terms. Except as set forth on the Disclosure Schedule 4.4, neither the Company nor any of its subsidiaries is subject to or obligated under any provision of (a) its Certificate or Articles of Incorporation or By-Laws, (b) except as set forth in the Disclosure Schedule, any contract, (c) any license, franchise or permitAgreement, or (d) any law, regulation, order, judgment or decree, which 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 Company's execution, delivery and performance of this Agreement or the Option Agreement and the consummation by the Company of the transactions contemplated hereby, other than any such breaches, violations, rights or encumbrances which will not, individually or in the aggregate, have a Material Adverse Effect on the Company. Other than in connection with or in compliance with the provisions of the Delaware Law, the Exchange Act and the Hart-Xxxxx-Xxxxxx Xxx, no authorization, consent or approval of, or filing with, any public body, court or authority is necessary for the consummation by the Company of the transactions contemplated by this Agreement or the Option Agreement other than (i) filings with such foreign jurisdictions in which subsidiaries of the Company are organized which may require filings to be made in connection with the transfer of control of such subsidiaries, and (ii) such authorizations, consents, approvals or filings with respect to which the failure to obtain would not, individually or in the aggregate, have a Material Adverse Effect on the Company or the ability of the parties to consummate the transactions contemplated hereby. The Company agrees to make any This Agreement has been duly executed and all such filings on or prior to the Effective Time if delivered by each of the Company and Sellers and, assuming that this Agreement has been duly executed and delivered by Xxxxxx and Newco, constitutes a legal, valid and binding agreement of each of the Company and Sellers, enforceable against each of the Company and Sellers in accordance with its terms subject to (a) bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and (b) general principles of equity (regardless of whether the enforcement is required considered a proceeding in equity or at law). Assuming due execution and delivery by all parties thereto, each of the Transaction Agreements to make such filings under applicable which Sellers are a party will constitute a legal, valid and binding agreement of Sellers enforceable against Sellers in accordance with its respective terms, subject to (a) bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and (b) general principles of equity (regardless of whether the enforcement is considered a proceeding in equity or at law).

Authority Relative to this Agreement. The Company Each of Matria and the Seller has the requisite corporate power and authority to enter into this Agreement, the Noncompetition and Nonsolicitation Agreement, the Transition Services Agreement and the Option Agreement SubLease Agreements (collectively, and together with any certificates, exhibits and schedules herein and therein, the "Transaction Documents") and to perform its obligations hereunder and thereunder. The execution and delivery of this Agreement and the Option Agreement by the Company other Transaction Documents and the consummation by the Company of the transactions contemplated hereby and thereby have been duly and unanimously authorized by all necessary action on the Board part of Directors each of Matria and the Company andSeller, except for the approval of its stockholders (if required) as set forth in Section 6.1, and no other corporate proceedings on the part of the Company Matria or Seller are necessary to authorize this Agreement or Agreement, the Option Agreement other Transaction Documents and the transactions contemplated hereby and thereby. This Agreement and Option Agreement the other Transaction Documents have been duly executed and delivered by the Company each of Matria and the Agreement constitutes Seller and constitute the legal, valid and binding obligations obligation of the Companyeach of such entities, enforceable in accordance with their terms. Except as set forth on in the Disclosure Schedule 4.4Letter, neither Matria nor the Company nor any of its subsidiaries Seller is subject to or obligated under any provision of (a) its Certificate or Articles respective Certificates of Incorporation or By-LawsBylaws, (b) except as set forth in the Disclosure Schedule, any contractcontract to which it is a party or by which it is bound, (c) any license, franchise or permit, or (d) any law, regulation, order, judgment or decree, which would be breached breached, violated or violated defaulted (with or without due notice or lapse of time or both) or in respect of which a right of termination or acceleration or a loss of a material benefit or agreement or any encumbrance on any of its or any of its subsidiaries' assets would be created or suffered by the Company's execution, delivery its execution and performance of this Agreement or the Option Agreement and the consummation by the Company other Transaction Documents, except (as to clauses (b), (c) or (d) above) where such breach, violation, right of the transactions contemplated herebytermination or acceleration, other than any such breaches, violations, rights or encumbrances which will notencumbrance, individually or in the aggregate, would not have a Material Adverse Effect. Except as set forth in the Disclosure Letter, neither the execution of the Transaction Documents nor the consummation of the transactions contemplated herein and therein will require the consent or approval of or registration or filing with any federal, state or local government or any court, administrative or regulatory agency or commission or other governmental authority or agency, domestic or foreign, other than where the failure to obtain such consents or approvals or to make any such registration or filing would not have individually or in the aggregate a Material Adverse Effect on the Companyor prevent or materially delay Matria or Seller from performing its obligations under this Agreement. Other than in connection with or in compliance with the provisions Schedule 3.2 attached hereto and made a part hereof, lists all of the Delaware Lawcontracts, agreements, covenants, options, leases, guaranties and other similar arrangements (whether oral or written) which require the Exchange Act and the Hart-Xxxxx-Xxxxxx Xxxconsent of any party thereto or any other third party, no authorization, consent or approval of, or filing with, any public body, court or authority is necessary for the consummation by the Company of the transactions contemplated by this Agreement or the Option Agreement other than (i) filings with to assign such foreign jurisdictions in which subsidiaries of the Company are organized which may require filings contracts to be made in connection with the transfer of control of such subsidiaries, and (ii) such authorizations, consents, approvals or filings with respect to which the failure to obtain would not, individually or in the aggregate, have a Material Adverse Effect on the Company or the ability of the parties to consummate the transactions contemplated hereby. The Company agrees to make any and all such filings on or prior Purchaser pursuant to the Effective Time if the Company is required to make such filings under applicable lawterms of this Agreement.

Authority Relative to this Agreement. Compliance with Laws ---------------------------------------------------------- and Court Orders. The Company has the requisite full corporate power and authority to enter into execute ---------------- and deliver this Agreement and, subject to approval and adoption of this Agreement by the Option Agreement and holders of Shares representing a majority of the votes which may be cast by holders of the Shares to perform its obligations hereunder and thereunderconsummate the transactions contemplated hereby. The execution and delivery of this Agreement and the Option Agreement by the Company and the consummation by the Company of the transactions contemplated hereby and thereby have been duly and unanimously validly authorized by the Board of Directors of the Company and, except for the approval of its stockholders (if required) as set forth in Section 6.1, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or the Option Agreement and to consummate the transactions so contemplated hereby and thereby(other than the approval of this Agreement by the holders of Shares representing a majority of the votes which may be cast by holders of Shares). This Agreement and Option Agreement have has been duly and validly executed and delivered by the Company and, assuming this Agreement has been duly authorized, executed and the delivered by each of Parent and Purchaser, this Agreement constitutes a valid and binding obligations agreement of the Company, enforceable against the Company in accordance with their its terms, except that (i) enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting creditors' rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. Except as set forth on The Company and its subsidiaries are and have been in compliance with, and to the Disclosure Schedule 4.4, neither knowledge of the Company nor are not under investigation with respect to and have not been threatened to be charged with or given notice of any of its subsidiaries is subject to or obligated under any provision of (a) its Certificate or Articles of Incorporation or By-Laws, (b) except as set forth in the Disclosure Scheduleviolation of, any contractapplicable law, (c) any licensestatute, franchise or permitordinance, or (d) any lawrule, regulation, orderjudgment, judgment injunction, order or decree, which including, without limitation, any Environmental Laws, except for (i) failures to comply or violations that have not had and would not reasonably 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 Company's execution, delivery and performance of this Agreement or the Option Agreement and the consummation by the Company of the transactions contemplated hereby, other than any such breaches, violations, rights or encumbrances which will notexpected to have, individually or in the aggregate, have a Material Adverse Effect on the Company. Other than in connection with or in compliance with the provisions of the Delaware Law, the Exchange Act and the Hart-Xxxxx-Xxxxxx Xxx, no authorization, consent or approval of, or filing with, any public body, court or authority is necessary for the consummation by the Company of the transactions contemplated by this Agreement or the Option Agreement other than (i) filings with such foreign jurisdictions in which subsidiaries of the Company are organized which may require filings to be made in connection with the transfer of control of such subsidiaries, and (ii) such authorizations, consents, approvals or filings with respect to which the failure to obtain would not, individually or in the aggregate, have a Material Adverse Effect on the Company or the ability of the parties to consummate the transactions contemplated hereby. The Company agrees to make any and all such filings on or prior to the Effective Time if the Company is required to make such filings under applicable lawEffect.

Authority Relative to this Agreement. The Company has and its Subsidiaries have the requisite corporate power and authority to enter into this Agreement and each Related Agreement to which the Option Agreement Company or any of its Subsidiaries is a party and to perform its carry out their obligations hereunder and thereunder. The execution and delivery of this Agreement and the Option each Related Agreement by to which the Company or any of its Subsidiaries is a party and the consummation by the Company of the transactions contemplated hereby and thereby have been duly and unanimously authorized by the Board of Directors of the Company or the Board of Directors and, except for if required, the approval stockholders of the relevant Subsidiary, and this Agreement and the Merger have been duly authorized by the written consent (the "Consent") of the holders of a majority of the shares of the Company outstanding as of the record date therefor determined in accordance with Section 228 of the DGCL (the "Consent Date"). This Agreement and each Related Agreement to which the Company or any of its stockholders (if required) Subsidiaries is a party constitutes a valid and binding obligation of the Company or such Subsidiary enforceable against the Company or such Subsidiary in accordance with its terms except as set forth in Section 6.1enforcement may be limited by bankruptcy, no insolvency or other similar laws affecting the enforcement of creditors' rights generally and except that the availability of equitable remedies, including specific performance, is subject to the discretion of the court before which any proceeding therefor may be brought. No other corporate proceedings on the part of the Company or any of its Subsidiaries are necessary to authorize this Agreement or any Related Agreement to which the Option Agreement Company or any of its Subsidiaries is a party and the transactions contemplated hereby and or thereby. This Agreement and Option Agreement have been duly executed and delivered by the Company and the Agreement constitutes valid and binding obligations of the Company, enforceable in accordance with their terms. Except as set forth on in Section 3.4 of the Company Disclosure Schedule 4.4Schedule, neither the Company nor any of its subsidiaries Subsidiaries is subject to or obligated under (i) any provision of charter, by-law, indenture or other loan or credit document or (aii) its Certificate or Articles of Incorporation or By-Laws, any other contract (b) except as other than Options and Warrants set forth in Section 3.2 of the Company Disclosure Schedule), any contract, (c) any license, franchise or franchise, permit, or (d) any law, regulation, order, decree, concession, lease, instrument or judgment or decreeany statute, law, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries or their respective properties or assets which would be breached or violated violated, or in respect under which there would be a default (with or without notice or lapse of time, or both), or under which there would arise a right of termination termination, cancellation, modification or acceleration of any obligation, or any encumbrance on right to payment or compensation, or the loss of a material benefit, by its executing and carrying out this Agreement or any of its Related Agreement to which the Company or any of its subsidiaries' assets would be created by the Company's execution, delivery and performance of this Agreement or the Option Agreement and the consummation by the Company of the transactions contemplated herebySubsidiaries is a party, other than than, in the case of clause (ii) only, (A) any such breaches, violations, defaults, terminations, cancellations, modifications, accelerations, rights to payment or encumbrances which will notcompensation, individually or losses which, either alone or in the aggregate, have not had, and would not reasonably be expected to have, a Company Material Adverse Effect on and (B) the Companylaws and regulations referred to in the next sentence. Other than in connection with or in compliance with Except as required by the provisions of HSR Act, the Delaware LawSecurities Act, the Exchange Act Act, and the Hart-Xxxxx-Xxxxxx Xxxcorporation, securities or blue sky laws or regulations of the various states, no filing or registration with, or authorization, consent or approval of, or filing with, any public body, court or authority Governmental Entity is necessary for the consummation by the Company and its Subsidiaries of the Merger or the other transactions contemplated by this Agreement or the Option any Related Agreement other than (i) filings with such foreign jurisdictions in which subsidiaries of the Company are organized which may require filings to be made in connection with the transfer of control of such subsidiaries, and (ii) such authorizations, consents, approvals or filings with respect to which the Company or A-14 15 any of its Subsidiaries is a party, other than filings, registrations, authorizations, consents or approvals the failure to make or obtain which has not had, and would notnot reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect on the Company or the ability of the parties to consummate the transactions contemplated herebyEffect. The Company agrees to make any and all such filings on or prior to the Effective Time if the Company is required to make such filings under applicable law.Section 3.5

Authority Relative to this Agreement. The Company NON-CONTRAVENTION. TCF has the requisite corporate power and authority to enter into this Agreement and the Option Agreement and to perform carry out its obligations hereunder and thereunderhereunder. The execution and delivery of this Agreement by TCF and the Option Agreement Articles of Merger by the Company Merger Sub and the consummation by the Company TCF and Merger Sub of the transactions contemplated hereby and thereby have been duly and unanimously authorized by the Board of Directors of the Company TCF and, except for in the approval case of its stockholders (if required) Merger Sub, will be duly authorized by the Board of Directors of Merger Sub and by the Board of Directors of TCF, acting on behalf of TCF as set forth in Section 6.1the sole shareholder of Merger Sub, and no other corporate proceedings on the part of the Company TCF are necessary to authorize this Agreement or and the Option Agreement and consummation of the transactions contemplated hereby and therebyhereby. This Agreement and Option Agreement have has been duly executed and delivered by the Company and the Agreement constitutes TCF and, assuming it is a valid and binding obligations obligation of Standard, constitutes the Company, valid and binding obligation of TCF enforceable in accordance with their 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 on in Schedule 2.2, none of TCF or the Disclosure Schedule 4.4, neither the Company nor any of its subsidiaries TCF Subsidiaries is subject to to, or obligated under under, any provision of (a) its Certificate Charter or Articles of Incorporation or By-LawsBylaws, (b) except as set forth in the Disclosure Scheduleany agreement, any contractarrangement or understanding, (c) any license, franchise or permit, permit or (d) subject to obtaining the approvals referred to in the next sentence, any law, regulation, order, judgment or decree, which would be breached or violated 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 created, by the Company's execution, delivery and or performance of this Agreement Agreement, the Articles of Merger or the Option Agreement and the consummation by the Company of the transactions contemplated hereby, other than any such breaches, violations, rights of termination or acceleration or encumbrances which will not, individually or in the aggregate, have a Material Adverse Effect on the CompanyTCF. Other than in connection with or in compliance Except for (a) the filing of applications and notices with the provisions of OCC under the Delaware LawBank Merger Act, the Exchange Act Federal Reserve Board under the BHCA, the OTS under the HOLA and the HartFederal Deposit Insurance Act ("FDIA"), and approval of such applications and notices, (b) the filings required under the Xxxx-Xxxxx-Xxxxxx XxxAntitrust Improvements Act of 1976 ("HSR"), (c) the filing and effectiveness with the Securities and Exchange Commission (the "SEC") of a Registration Statement on Form S-4 relating to the TCF Common Stock to be issued in connection with this Agreement and the transactions contemplated hereby, and effectiveness of such Registration Statement, (d) requisite approvals under applicable blue sky laws, (e) the filing of the Articles of Merger with the Bank Authority, and (f) 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 TCF, any of the TCF Subsidiaries or Merger Sub for the consummation consumma- tion by the Company TCF and Merger Sub of the transactions contemplated by this Agreement or the Option Agreement other than (i) filings with such foreign jurisdictions in which subsidiaries of the Company are organized which may require filings to be made in connection with the transfer of control of such subsidiariesAgreement, and (ii) except for such authorizations, consents, approvals or and filings with respect as to which the failure to obtain would or make the same will not, individually or in the aggregate, have a Material Adverse Effect on TCF or materially adversely affect the Company or the ability consummation of the parties to consummate the transactions contemplated hereby. The Company agrees to make any and all such filings on or prior to the Effective Time if the Company is required to make such filings under applicable law.

Authority Relative to this Agreement. The Company has the requisite corporate power and authority to enter into this Agreement and the Option Agreement and to perform its obligations hereunder and thereunderhereunder. The execution and delivery of this Agreement and the Option Agreement by the Company and the consummation by the Company of the transactions contemplated hereby and thereby by this Agreement have been duly and unanimously authorized by the Board of Directors of the Company and, except for the approval of its stockholders (if required) as set forth in Section 6.1, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or the Option Agreement and the transactions contemplated hereby and thereby(except for obtaining shareholder approval in respect of any Subsequent Acquisition Transaction). This Agreement and Option Agreement have has been duly executed and delivered by the Company and the Agreement constitutes a valid and binding obligations obligation of the Company, enforceable by Parent or the Offeror against the Company in accordance with their its terms. Except as set forth on the Disclosure Schedule 4.4, neither the Company nor any of its subsidiaries is subject to or obligated under any provision of provided that enforcement may be limited by (a) bankruptcy, insolvency and other similar Laws of general application affecting the enforcement of creditors' rights generally, and (b) specific performance, injunctive relief and other equitable remedies may be granted only in the discretion of a court of competent jurisdiction. The execution and delivery by the Company of this Agreement and the performance by it of its Certificate obligations hereunder and the completion of the Offer will not: (a) violate, conflict with or Articles result in a breach of Incorporation any provision of: (i) the constating documents of the Company or By-Lawsany of the Subsidiaries; (ii) except as provided in Section 5(b) below, any agreement, contract, indenture, deed of trust, mortgage, bond, instrument, license, franchise or permit to which the Company or any of the Subsidiaries is a party or by which the Company or any of the Subsidiaries is bound; or (iii) any Law to which the Company or any of the Subsidiaries is subject or by which the Company or any of the Subsidiaries is bound; (b) except as set forth disclosed in the Disclosure Schedule, give rise to any right to notice or of termination, or the acceleration of any indebtedness, under any such agreement, contract, indenture, deed of trust, mortgage, bond, instrument, license, franchise or permit; or (c) except as disclosed in the Disclosure Schedule, give rise to any rights of first refusal or trigger any change in control provisions (including granting a right or licence with respect to any Intellectual Property owned or used by the Company or any Subsidiary to any Person) or any restriction or limitation (including any loss or impairment of Parent or the Offeror's right to own or use any Intellectual Property owned or used by the Company or its Subsidiaries) under any such agreement, contract, indenture, deed of trust, mortgage, bond, instrument, license, franchise or permit, or (d) result in the imposition of any lawencumbrance, regulation, order, judgment charge or decree, which would be breached or violated or in respect of which a right of termination or acceleration or any encumbrance on lien upon any of its or any of its subsidiaries' assets would be created by the Company's execution, delivery and performance of this Agreement assets or the Option Agreement and the consummation by the Company assets of any of the transactions contemplated hereby, other than any such breaches, violations, rights or encumbrances which will not, individually or in the aggregate, have a Material Adverse Effect on the CompanySubsidiaries. Other than in connection with or in compliance with the provisions of the Delaware Law, the Exchange Act and the Hart-Xxxxx-Xxxxxx XxxSecurities Laws, no authorization, consent or approval of, or filing with, any public body, court or authority Governmental Authority is necessary for the consummation by the Company of the transactions contemplated by its obligations under this Agreement or for the Option Agreement other than (i) filings with such foreign jurisdictions in which subsidiaries completion of the Company are organized which may require filings to be made in connection with the transfer of control of such subsidiariesOffer, and (ii) except for such authorizations, consents, approvals or and filings with respect as to which the failure to obtain or make would not, individually or in the aggregate, have a Material Adverse Effect on the Company prevent or the ability materially delay consummation of the parties to consummate the transactions contemplated hereby. The Company agrees to make any and all such filings on or prior to the Effective Time if the Company is required to make such filings under applicable lawby this Agreement.

Authority Relative to this Agreement. The Company has the requisite corporate power and authority to enter into this Agreement and the Option Agreement and to perform its obligations hereunder and thereunderNON-CONTRAVENTION. The execution and delivery of this Agreement and the Option Agreement by the Company Cougar and the consummation by the Company Cougar of the transactions contemplated hereby and thereby have been duly and unanimously authorized by the Board of Directors of the Company Cougar and, except for the approval of its this Agreement and the Merger by the requisite vote of Cougar's stockholders (if required) as set forth in Section 6.1the "Requisite Cougar Stockholder Vote"), no other corporate proceedings on the part of the Company Cougar are necessary to authorize the execution and delivery of this Agreement or the Option Agreement and the consummation of the transactions contemplated hereby and therebyhereby. This Agreement and Option Agreement have has been duly executed and delivered by the Company and the Agreement constitutes Cougar and, assuming it is a valid and binding obligations obligation of the CompanyGVC and GVC Acquisition, constitutes a valid and binding obligation of Cougar 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, insolvency and similar laws affecting creditors' rights and remedies generally. Except as set forth on the Disclosure Schedule 4.4in SCHEDULE 3.2, neither the Company nor any of its subsidiaries Cougar is not subject to to, or obligated under under, any provision of (a) its Certificate or Articles of Incorporation or By-LawsBylaws, (b) except as set forth in the Disclosure Scheduleany agreement, any contractarrangement or understanding, (c) any license, franchise or permit, 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 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 created, by the Company's execution, delivery and or performance of this Agreement Agreement, or the Option Agreement and the consummation by the Company of the transactions contemplated hereby, other than any such conflicts, breaches, violations, rights of termination or acceleration or security interests, charges or encumbrances which will notwhich, individually or in the aggregate, have could not reasonably be expected to result in a Material Adverse Effect on Cougar or the Surviving Company. Other than in connection with or in compliance Except for (x) approvals under applicable Blue Sky laws, (y) the filing of the Certificate of Merger with the provisions Secretary of the Delaware LawState of Delaware, the Exchange Act and the Hart-Xxxxx-Xxxxxx Xxx(z) such 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 Cougar for the consummation by the Company Cougar of the transactions contemplated by this Agreement or the Option Agreement other than (i) filings with such foreign jurisdictions in which subsidiaries of the Company are organized which may require filings to be made in connection with the transfer of control of such subsidiariesAgreement, and (ii) except for such authorizations, consents, approvals or and filings with respect 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 Cougar or the Surviving Company or adversely affect the ability consummation of the parties to consummate the transactions contemplated hereby. The Company agrees to make any and all such filings on or prior to the Effective Time if the Company is required to make such filings under applicable law.

Authority Relative to this Agreement. The Company Each NAC Party has the requisite corporate power and authority to enter into this Agreement and each of the Option Agreement Collateral Documents (as hereinafter defined) to which it is contemplated hereunder to become a party and to perform carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and the Option Agreement by the Company each NAC Party and the consummation by the Company each NAC Party of the transactions contemplated hereby and thereby to be performed by it have been duly and unanimously authorized by the Board of Directors of the Company andsuch NAC Party, except for the approval of its stockholders (if required) as set forth in Section 6.1, and no other corporate proceedings on the part of the Company either NAC Party are necessary to authorize this Agreement or and such transactions. The execution and delivery of each Collateral Document to which either NAC Party is contemplated hereunder to become a party and the Option Agreement and consummation by such NAC Party of the transactions contemplated hereby thereby to be performed by it have been duly authorized by the Board of Directors of such NAC Party, and therebyno other corporate proceedings on the part of such NAC Party are necessary to authorize such Collateral Document and such transactions. This Agreement and Option Agreement have has been duly executed and delivered by the Company each NAC Party and the Agreement constitutes a valid and binding obligations obligation of the Companyeach NAC Party, enforceable against such NAC Party in accordance with their its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or other similar laws relating to the enforcement of creditors' rights generally and by general principles of equity. Except as set forth on The execution, delivery and performance of this Agreement by either NAC Party is not, and will not be, in breach or violation of, or be in conflict with or constitute, with or without the Disclosure Schedule 4.4passage of time or the giving of notice (or both), neither the Company nor any of its subsidiaries is subject to or obligated under any provision of a default under, (a) its Certificate or Articles of Incorporation or By-LawsBylaws, (b) except as set forth in the Disclosure Scheduleany agreement, any contractarrangement or understanding to which such NAC Party is a party or by which it is otherwise bound, (c) any license, franchise or permit, Permit (as hereinafter defined) applicable to such NAC Party or (d) any law, regulation, order, judgment or decree, which would be breached decree applicable to it and does not and will not result in the creation of any Lien (as hereinafter defined) on any assets of such NAC Party or violated or in respect of which a right of termination or acceleration or any encumbrance on any of its current subsidiaries or any of its subsidiaries' assets would be created by the Company's executionresult in, delivery and performance of this Agreement or the Option Agreement and the consummation by the Company of the transactions contemplated hereby, other than any such breaches, violations, rights or encumbrances which will not, individually or in the aggregate, have a Material Adverse Effect on the Company. Other than in connection with or in compliance with the provisions of the Delaware Lawconstitute grounds for, the Exchange Act and termination, suspension, revocation, forfeiture, lapse, impairment or non-renewal of any Permit the Hart-Xxxxx-Xxxxxx Xxx, no authorization, consent or approval of, or filing with, any public body, court or authority is necessary for the consummation by the Company of the transactions contemplated by this Agreement or the Option Agreement other than (i) filings with such foreign jurisdictions in which subsidiaries of the Company are organized which may require filings to be made in connection with the transfer of control of such subsidiaries, and (ii) such authorizations, consents, approvals or filings with respect to which the failure to obtain would not, individually or in the aggregate, have a Material Adverse Effect on the Company or the ability of the parties to consummate the transactions contemplated hereby. The Company agrees to make any and all such filings on or prior to the Effective Time if the Company is required to make such filings under applicable law.absence or

Authority Relative to this Agreement. The Company Each of Quepasa and the Merger Sub has the requisite corporate power and authority to enter into this Agreement and the Option Agreement and to perform carry out its obligations hereunder and thereunderhereunder. The execution and delivery of this Agreement by Quepasa and the Option Agreement by the Company Merger Sub and the consummation by Quepasa and the Company Merger Sub of the transactions contemplated hereby and thereby have been duly and unanimously authorized by Quepasa and the Board of Directors of the Company andMerger Sub, except for the approval of its stockholders (if required) as set forth in Section 6.1, and no other corporate proceedings on the part of Quepasa or the Company Merger Sub are necessary to authorize this Agreement or the Option Agreement and the transactions contemplated hereby and therebysuch transactions. This Agreement and Option Agreement have has been duly executed and delivered by the Company Quepasa and the Agreement Merger Sub and constitutes a valid and binding obligations obligation of the Companyeach, enforceable in accordance with their its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or other similar laws relating to the enforcement of creditors' rights generally and by general principles of equity. Except as set forth on Neither Quepasa nor the Disclosure Schedule 4.4, neither the Company nor any of its subsidiaries Merger Sub is subject to to, or obligated under under, any provision of (a) its Articles or Certificate of Incorporation, or Articles of Incorporation or By-Lawsits Bylaws, (b) except as set forth in the Disclosure Scheduleany agreement, any contractarrangement or understanding, (c) any license, franchise or permit, permit or (d) any law, regulation, order, judgment or decree, which would be breached breached, or violated violated, or in respect of which a right of termination or acceleration would arise or any encumbrance on any of its or any of its subsidiaries' assets would be created created, by the Company's its execution, delivery and performance of this Agreement or the Option Agreement and the consummation by the Company it of the transactions contemplated hereby. Except for such filings to be made pursuant to Delaware Law in order to effect the Merger, other than any such breachesNational Market rules and federal and state securities laws and filings required under the HSR Act, violations, rights or encumbrances which will not, individually or in the aggregate, have a Material Adverse Effect on the Company. Other than in connection with or in compliance with the provisions of the Delaware Law, the Exchange Act and the Hart-Xxxxx-Xxxxxx XxxQuepasa agrees to make, no authorization, consent or approval of, or filing with, any public body, court or authority is necessary on the part of Quepasa or the Merger Sub for the consummation by Quepasa and the Company Merger Sub of the transactions contemplated by this Agreement or the Option Agreement other than (i) filings with such foreign jurisdictions in which subsidiaries of the Company are organized which may require filings to be made in connection with the transfer of control of such subsidiaries, and (ii) such authorizations, consents, approvals or filings with respect to which the failure to obtain would not, individually or in the aggregate, have a Material Adverse Effect on the Company or the ability of the parties to consummate the transactions contemplated hereby. The Company agrees to make any and all such filings on or prior to the Effective Time if the Company is required to make such filings under applicable lawAgreement.

Authority Relative to this Agreement. The Company GPH has the requisite corporate power and authority to enter into this Agreement and the Option Agreement and to perform carry out its obligations hereunder and thereunderhereunder. The execution and delivery of this Agreement and the Option Agreement by the Company and the consummation by the Company of the transactions contemplated hereby and thereby have been duly and unanimously authorized by all necessary actions on the Board part of Directors GPH. This Agreement, upon execution, constitutes a valid and binding obligation of GPH, enforceable in accordance with its terms except as enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors' rights generally and except that the availability of equitable remedies, including specific performance, is subject to the discretion of the Company and, except for the approval of its stockholders (if required) as set forth in Section 6.1, no court before which any proceeding therefor may be brought. No other corporate proceedings on the part of the Company GPH are necessary to authorize this Agreement or the Option Agreement and the transactions contemplated hereby and thereby. This Agreement and Option Agreement have been duly executed and delivered by the Company and the Agreement constitutes valid and binding obligations of the Company, enforceable in accordance with their terms. Except as set forth on the Disclosure Schedule 4.4, neither the Company nor any of its subsidiaries GPH is not subject to or obligated under (i) any operating agreement, indenture or other loan document provision of or (aii) its Certificate or Articles of Incorporation or By-Laws, (b) except as set forth in the Disclosure Schedule, any other contract, (c) any license, franchise or franchise, permit, or (d) any law, regulation, order, judgment or decree, which concession, lease, instrument, judgment, statute, law, ordinance, rule or regulation applicable to GPH or its properties or assets, that would be breached or violated violated, or in respect under which there would be a default (with or without notice or lapse of time, or both), or under which there would arise a right of termination termination, cancellation or acceleration of any obligation or any encumbrance on any the loss of a material benefit, by its or any of its subsidiaries' assets would be created by the Company's execution, delivery executing and performance of carrying out this Agreement or other than, in the Option Agreement and the consummation by the Company case of the transactions contemplated herebyclause (ii) only, other than (A) any such breaches, violations, rights defaults, terminations, cancellations, accelerations or encumbrances which will notlosses which, individually either singly or in the aggregate, will not have a Material Adverse Effect on GPH or prevent the Companyconsummation of the transactions contemplated hereby and (B) the laws and regulations referred to in the next sentence. Other than Except in connection with connection, or in compliance compliance, with the provisions of the Delaware Law, the Securities Exchange Act and of 1934, as amended (the Hart-Xxxxx-Xxxxxx Xxx"Exchange Act"), no filing or registration with, or authorization, consent or approval of, or filing with, any public body, court body or authority is necessary for the consummation by the Company GPH of the transactions contemplated by this Agreement or the Option Agreement Agreement, other than (i) filings with such foreign jurisdictions in which subsidiaries of the Company are organized which may require filings to be made in connection with the transfer of control of such subsidiariesfilings, and (ii) such registrations, authorizations, consents, consents or approvals or filings with respect to which the failure of which to make or obtain would not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect on the Company or the ability of the parties to consummate the transactions contemplated hereby. The Company agrees to make any and all such filings on or prior to the Effective Time if the Company is required to make such filings under applicable lawGPH.

Authority Relative to this Agreement. The Company has the requisite corporate and other power and authority to enter into and perform this Agreement and the Option Agreement and to perform carry out its obligations hereunder and thereunder(it being understood that the Company's obligations hereunder to effect the Merger is subject to the approval of its shareholders as set forth in Section 3.27). The execution and delivery of this Agreement and the Option Agreement by the Company and the consummation by the Company of the transactions contemplated hereby and thereby have been duly and unanimously authorized by the Board of Directors of the Company and, except for the approval of its stockholders (if required) shareholders as set forth in Section 6.13.27, no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or the Option Agreement and the transactions contemplated hereby and therebysuch transactions. This Agreement and Option Agreement have has been duly executed and delivered by the Company and the Agreement constitutes a valid and binding obligations obligation of the Company, enforceable in accordance with their its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or similar laws relating to the enforcement of creditors' rights generally and by general principles of equity. Except as set forth on in the DCI Disclosure Schedule 4.4Letter, neither the Company nor any of its subsidiaries Subsidiaries (as defined in Section 3.6(b)) is subject to to, or obligated under under, any provision of (a) its Certificate or of Incorporation, Articles of Incorporation or By-LawsBylaws, (b) except as set forth in the Disclosure Scheduleany agreement, any contractarrangement or understanding, (c) any license, franchise or permit, permit or (d) subject to compliance with any of the statutes referred to in the next sentence, any law, regulation, order, judgment or decree, which would be breached or violated violated, or in respect of which a right of termination or acceleration or any encumbrance on any of its or any of its subsidiariesSubsidiaries' assets would be created created, by the Company's its execution, delivery and performance of this Agreement or the Option Agreement and the consummation by the Company it of the transactions contemplated hereby, other than and the Company has not taken any such breaches, violations, rights or encumbrances which will not, individually or action that is inconsistent in the aggregate, have a Material Adverse Effect on any material respect with any resolution adopted by the Company's shareholders, its board of directors or any committee of its board of directors. The books of account, stock records, minute books and other records of the Company are accurate, up-to-date and complete in all material respects and have been maintained in accordance with prudent business practices. Other than in connection with or in compliance with the provisions of the Delaware Law, Colorado Law and the Exchange Act and the Hart-Xxxxx-Xxxxxx XxxAct, 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 or the Option Agreement other than (i) filings with such foreign jurisdictions in which subsidiaries of the Company are organized which may require filings to be made in connection with the transfer of control of such subsidiaries, and (ii) such authorizations, consents, approvals or filings with respect to which the failure to obtain would not, individually or in the aggregate, have a Material Adverse Effect on the Company or the ability of the parties to consummate the transactions contemplated hereby. The Company agrees to make any and all such filings on or prior to the Effective Time if the Company is required to make such filings under applicable lawAgreement.

Authority Relative to this Agreement. The Company Each of Onstream and the Merger Sub has the requisite corporate power and authority to enter into this Agreement and the Option Agreement other agreements referred to herein (the “Ancillary Agreements”) and to perform carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and the Option Agreement Ancillary Agreements by Onstream and the Company Merger Sub and the consummation by Onstream and the Company Merger Sub of the transactions contemplated hereby and thereby have been duly and unanimously authorized by Onstream and the Board of Directors of the Company andMerger Sub, except for the approval of its stockholders (if required) as set forth in Section 6.1, and no other corporate proceedings proceedings, including, without limitation, any authorization by the shareholders of Onstream, on the part of Onstream or the Company Merger Sub are necessary to authorize this Agreement Agreement, the Ancillary Agreements or the Option Agreement and the transactions contemplated hereby and therebysuch transactions. This Agreement and Option Agreement the Ancillary Agreements have each been duly executed and delivered by the Company Onstream and the Agreement Merger Sub and each such agreement constitutes a valid and binding obligations obligation of the Companyeach such entity, enforceable in accordance with their its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or other similar laws relating to the enforcement of creditors’ rights generally and by general principles of equity. Except as set forth on Neither Onstream nor the Disclosure Schedule 4.4, neither the Company nor any of its subsidiaries Merger Sub is subject to to, or obligated under under, any provision of (a) its Certificate or Articles of Incorporation Incorporation, or By-Lawsits Bylaws, (b) except as set forth in the Disclosure Scheduleany agreement, any contractarrangement or understanding, (c) any license, franchise or permit, permit or (d) any law, regulation, order, judgment or decree, which would be breached breached, or violated violated, or in respect of which a right of termination or acceleration would arise or any encumbrance on any of its or any of its subsidiaries' ’ assets would be created created, by the Company's its execution, delivery and performance of this Agreement or the Option Agreement Ancillary Agreements and the consummation by the Company it of the transactions contemplated herebyhereby and thereby. Except for such filings to be made pursuant to Corporate Law in order to effect the Merger, other than any such breachesNASDAQ rules and federal and state securities laws, violations, rights or encumbrances which will not, individually or in the aggregate, have a Material Adverse Effect on the Company. Other than in connection with or in compliance with the provisions of the Delaware Law, the Exchange Act and the Hart-Xxxxx-Xxxxxx XxxOnstream agrees to make, no authorization, consent or approval of, or filing with, any public body, court or authority is necessary on the part of Onstream or the Merger Sub for the consummation by Onstream and the Company Merger Sub of the transactions contemplated by this Agreement or and the Option Agreement other than (i) filings with such foreign jurisdictions in which subsidiaries of the Company are organized which may require filings to be made in connection with the transfer of control of such subsidiaries, and (ii) such authorizations, consents, approvals or filings with respect to which the failure to obtain would not, individually or in the aggregate, have a Material Adverse Effect on the Company or the ability of the parties to consummate the transactions contemplated hereby. The Company agrees to make any and all such filings on or prior to the Effective Time if the Company is required to make such filings under applicable lawAncillary Agreements.

Authority Relative to this Agreement. The Company Each of Parent and the Merger Sub has the requisite corporate power and authority to enter into this Agreement and the Option Agreement and to perform carry out its obligations hereunder and thereunderhereunder. The execution and delivery of this Agreement by Parent and the Option Agreement by the Company Merger Sub and the consummation by Parent and the Company Merger Sub of the transactions contemplated hereby and thereby have been duly authorized by Parent and unanimously authorized by the Board of Directors and sole shareholder of the Company andMerger Sub, except for the approval of its stockholders (if required) as set forth in Section 6.1, and no other corporate proceedings on the part of Parent or the Company Merger Sub are necessary to authorize this Agreement or the Option Agreement and the transactions contemplated hereby and therebysuch transactions. This Agreement and Option Agreement have has been duly executed and delivered by the Company Parent and the Agreement constitutes a valid and binding obligations of the Companyobligation thereof, enforceable in accordance with their its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, or similar laws affecting creditors' rights generally or by general principles of equity. Except as set forth on Neither Parent nor the Disclosure Schedule 4.4, neither the Company nor any of its subsidiaries Merger Sub is subject to to, or obligated under under, any provision of (a) its Certificate or their respective Articles of Incorporation or By-LawsBylaws, (b) except as set forth in the Disclosure Scheduleany agreement, any contractarrangement or understanding, (c) any license, franchise or permit, permit or (d) subject to compliance with the statutes referred to in the next sentence, any law, regulation, order, judgment or decree, which would be breached breached, or violated 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 created, by the Company's its execution, delivery and performance of this Agreement or the Option Agreement and the consummation by the Company it of the transactions contemplated hereby, other than any such breaches, violations, rights breaches or encumbrances violations which will not, individually or in the aggregate, have a Material Adverse Effect material adverse effect on the Companybusiness, operations or financial condition of Parent and its subsidiaries, taken as a whole. Other than in connection with authorizations, consents and approvals of or in compliance filings or registrations with the provisions of the Delaware Arizona Law, the Exchange Act applicable federal and the Hart-Xxxxx-Xxxxxx Xxxstate governmental authorities, no authorization, consent or approval of, or filing with, any public body, court or authority is necessary on the part of Parent or the Merger Sub for the consummation by Parent and the Company Merger Sub of the transactions contemplated by this Agreement or the Option Agreement other than (i) filings with such foreign jurisdictions in which subsidiaries of the Company are organized which may require filings to be made in connection with the transfer of control of such subsidiariesAgreement, and (ii) except for such authorizations, consents, approvals or and filings with respect as to which the failure to obtain or make would not, individually or in the aggregate, have a Material Adverse Effect material adverse effect on the Company business, operations or the ability financial condition of the parties to consummate the transactions contemplated hereby. The Company agrees to make any Parent and all such filings on or prior to the Effective Time if the Company is required to make such filings under applicable lawits subsidiaries, taken as a whole.

Authority Relative to this Agreement. The Company Wavetech has the requisite corporate and other power and authority to enter into and perform this Agreement and the Option Agreement and to perform carry out its obligations hereunder and thereunder(it being understood that Wavetech's obligations hereunder to effect the Merger is subject to the approval of its shareholders as set forth in this Agreement). The execution and delivery of this Agreement and the Option Agreement by the Company Wavetech and the consummation by the Company Wavetech of the transactions contemplated hereby and thereby have been duly and unanimously authorized by the Board of Directors of the Company Wavetech and, except for the approval of its stockholders (if required) as set forth in Section 6.1Wavetech's shareholders, no other corporate proceedings on the part of the Company Wavetech are necessary to authorize this Agreement or the Option Agreement and the transactions contemplated hereby and therebysuch transactions. This Agreement and Option Agreement have has been duly executed and delivered by the Company Wavetech and the Agreement constitutes a valid and binding obligations obligation of the CompanyWavetech, enforceable in accordance with their its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or similar laws relating to the enforcement of creditors' rights generally and by general principles of equity. Except as set forth on in the Wavetech Disclosure Schedule 4.4Letter attached hereto as SCHEDULE A, neither the Company nor any of its subsidiaries Wavetech is not subject to to, or obligated under under, any provision of (a) its Certificate or Articles of Incorporation or By-LawsBylaws, (b) except as set forth in the Disclosure Scheduleany agreement, any contractarrangement or understanding, (c) any license, franchise or permit, permit or (d) subject to compliance with any of the statutes referred to in the next sentence, any law, regulation, order, judgment or decree, which would be breached or violated violated, or in respect of which a right of termination or acceleration or any encumbrance on any of its or any of its subsidiariesSubsidiaries' assets would be created created, by the Company's its execution, delivery and performance of this Agreement or the Option Agreement and the consummation by the Company it of the transactions contemplated hereby, and Wavetech has not taken any action that is inconsistent in any material respect with any resolution adopted by Wavetech, its board of directors or any committee thereof. The books of account, stock records, minute books and other than any such breachesrecords of Wavetech are accurate, violations, rights or encumbrances which will not, individually or up-to-date and complete in the aggregate, all material respects and have a Material Adverse Effect on the Companybeen maintained in accordance with prudent business practices. Other than in connection with or in compliance with the provisions of the Delaware Nevada Law, the Exchange Securities Act and the Hart-Xxxxx-Xxxxxx XxxExchange Act, no authorization, consent or approval of, or filing with, any public body, court or authority is necessary on the part of Wavetech for the consummation by the Company each of the transactions contemplated by this Agreement or the Option Agreement other than (i) filings with such foreign jurisdictions in which subsidiaries of the Company are organized which may require filings to be made in connection with the transfer of control of such subsidiaries, and (ii) such authorizations, consents, approvals or filings with respect to which the failure to obtain would not, individually or in the aggregate, have a Material Adverse Effect on the Company or the ability of the parties to consummate the transactions contemplated hereby. The Company agrees to make any and all such filings on or prior to the Effective Time if the Company is required to make such filings under applicable lawAgreement.

Authority Relative to this Agreement. The Each of the Company and Seller has the all requisite corporate power and authority capacity to enter into execute and deliver this Agreement and each of the Option Agreement Transaction Agreements to which it is a party and to perform its obligations hereunder consummate the transactions contemplated hereby and thereunderthereby. The execution and delivery of this Agreement and the Option Agreement by the Company and the consummation by the Company of the transactions contemplated hereby and thereby by the Company have been duly and unanimously validly authorized by Seller, as the Board of Directors sole shareholder of the Company andCompany, except for the approval of its stockholders (if required) as set forth in Section 6.1, and no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement or the Option Agreement and the transactions contemplated hereby and thereby. This Agreement and Option Agreement have been duly executed and delivered by the Company and the Agreement constitutes valid and binding obligations of the Company, enforceable in accordance with their terms. Except as set forth on the Disclosure Schedule 4.4, neither the Company nor any of its subsidiaries is subject to or obligated under any provision of (a) its Certificate or Articles of Incorporation or By-Laws, (b) except as set forth in the Disclosure Schedule, any contract, (c) any license, franchise or permitAgreement, or (d) any law, regulation, order, judgment or decree, which 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 Company's execution, delivery and performance of this Agreement or the Option Agreement and the consummation by the Company of the transactions contemplated hereby, other than any such breaches, violations, rights or encumbrances which will not, individually or in the aggregate, have a Material Adverse Effect on the Company. Other than in connection with or in compliance with the provisions of the Delaware Law, the Exchange Act and the Hart-Xxxxx-Xxxxxx Xxx, no authorization, consent or approval of, or filing with, any public body, court or authority is necessary for the consummation by the Company of the transactions contemplated by this Agreement or the Option Agreement other than (i) filings with such foreign jurisdictions in which subsidiaries of the Company are organized which may require filings to be made in connection with the transfer of control of such subsidiaries, and (ii) such authorizations, consents, approvals or filings with respect to which the failure to obtain would not, individually or in the aggregate, have a Material Adverse Effect on the Company or the ability of the parties to consummate the transactions contemplated hereby. The Company agrees to make any This Agreement has been duly executed and all such filings on or prior to the Effective Time if delivered by each of the Company and Seller and, assuming that this Agreement has been duly executed and delivered by Wendy's and Newco, constitutes a legal, valid and binding agreement of each of the Company and Seller, enforceable against each of the Company and Seller in accordance with its terms subject to (a) bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and (b) general principles of equity (regardless of whether the enforcement is required considered a proceeding in equity or at law). Assuming due execution and delivery by all parties thereto, each of the Transaction Agreements to make such filings under applicable which Seller is a party will constitute a legal, valid and binding agreement of Seller enforceable against Seller in accordance with its respective terms subject to (a) bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and (b) general principles of equity (regardless of whether the enforcement is considered a proceeding in equity or at law).