Common use of Authority Relative to this Agreement Clause in Contracts

Authority Relative to this Agreement. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and, except for the approval of this Agreement by the shareholders of the Company, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Company Board upon the recommendation of the Special Committee and no other corporate proceedings on the part of the Company or on the part of the shareholders of the Company are necessary to authorize this Agreement or to consummate the transactions so contemplated, other than the approval of this Agreement by two-thirds of the issued and outstanding Common Shares of the Company. This Agreement has been duly and validly executed and delivered by the Company, and this Agreement constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms. (b) Except as set forth in Section 3.3 of the Disclosure Schedule, the execution and delivery of this Agreement does not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of consent, termination, purchase, cancellation or acceleration of any obligation or to loss of any property, rights or benefits under, result in the imposition of any additional obligation under, or result in the creation of any Lien (as defined herein) upon any of the properties or assets of the Company or any of its Subsidiaries under or require the consent from, or the giving of notice to, a third party pursuant to (i) the organizational documents of the Company or any of its Subsidiaries, (ii) any contract, instrument, permit, concession, franchise, license, loan or credit agreement, note, bond, mortgage, indenture, lease or other property agreement, partnership or joint venture agreement or other legally binding agreement or obligation, whether oral or written (a "Contract"), applicable to the Company or any of its Subsidiaries or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in the following paragraph, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations or defaults that would not, individually or in the aggregate, have a Material Adverse Effect on the Company, or those rights that if exercised, Liens that if imposed, consents that if not obtained or notices that if not given would not, individually or in the aggregate, have a Material Adverse Effect on the Company. For purposes of this Agreement, "Lien" shall mean, with respect to any asset, any imperfection of title, lien, lease, pledge, encumbrance, mortgage, claim, option, voting trust, preemptive right, attachment, encroachment or other charge or security interest in or on such asset.

Authority Relative to this Agreement. (a) The Company has all necessary the requisite corporate power and authority to execute and deliver enter into this Agreement and, except for the approval of this Agreement by the shareholders of the Company, and to consummate the transactions contemplated herebyperform its obligations hereunder. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby by this Agreement have been duly and validly authorized by the Company Board upon the recommendation of the Special Committee Directors and no other corporate proceedings on the part of the Company or on the part of the shareholders of the Company are necessary to authorize this Agreement or to consummate and the transactions so contemplatedperformance by the Company of its obligations hereunder, other than the approval of this Agreement the Directors’ Circular by two-thirds the Board of the issued and outstanding Common Shares of the CompanyDirectors. This Agreement has been duly and validly executed and delivered by the Company, Company and this Agreement constitutes a legal, valid and binding agreement obligation of the Company, enforceable by the Offeror against the Company in accordance with its terms. (b) Except , subject, however, to limitations with respect to enforcement imposed by law in connection with bankruptcy, insolvency or similar proceedings and to the extent that equitable remedies such as set forth specific performance and injunction are in Section 3.3 the discretion of the Disclosure Schedule, the court from which they are sought. The execution and delivery by the Company of this Agreement does not, and performance by it of its obligations hereunder and the consummation completion of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement Offer will not: (a) violate, conflict with, with or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of consent, termination, purchase, cancellation or acceleration breach of any obligation or to loss of any property, rights or benefits under, result in the imposition of any additional obligation under, or result in the creation of any Lien (as defined herein) upon any of the properties or assets of the Company or any of its Subsidiaries under or require the consent from, or the giving of notice to, a third party pursuant to provision of: (i) the organizational documents Company Governing Documents or the certificate of incorporation or by-laws of any Subsidiary or the Company or any of its Subsidiaries, Joint Venture; (ii) any agreement, contract, indenture, deed of trust, mortgage, bond, instrument, permitlicence, concessionfranchise or permit to which the Company, franchise, license, loan any Subsidiary or credit agreement, note, bond, mortgage, indenture, lease or other property agreement, partnership or joint venture agreement or other legally binding agreement or obligation, whether oral or written (a "Contract"), applicable to the Company or any of its Subsidiaries or their respective properties or assets or Joint Venture is bound; or (iii) subject to the governmental filings and other matters referred to in the following paragraphany law, any judgmentregulation, order, decree, statute, law, ordinance, rule judgment or regulation applicable decree to which the Company or any of its Subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii)Company, any such conflictsSubsidiary or the Joint Venture is subject or by which the Company, violations any Subsidiary or defaults that the Joint Venture is bound, except for any violation, conflict or breach which would not, not individually or in the aggregate, have a Company Material Adverse Effect on Effect; (b) except as disclosed in the Company Disclosure Statement, give rise to any right of termination, or acceleration of indebtedness, or cause any indebtedness to come due before its stated maturity, under any indenture, deed of trust, mortgage, bond, instrument, licence, permit or material agreement to which the Company, any Subsidiary or those rights that if exercised, Liens that if imposed, consents that if not obtained or notices that if not given would not, individually or in the aggregate, have a Material Adverse Effect on the Company. For purposes of this Agreement, "Lien" shall mean, with respect Joint Venture is bound; or (c) give rise to any assetrights of first refusal or change in control or influence or any restriction or limitation under any such agreement, any imperfection contract, indenture, deed of title, lien, lease, pledge, encumbrancetrust, mortgage, claimbond, optioninstrument, voting trustlicence, preemptive rightfranchise or permit, attachmentor result in the imposition of any encumbrance, encroachment or other charge or security interest lien upon any of the Company’s assets or the assets of any Subsidiary or the Joint Venture. Other than in connection with or on such assetin compliance with the provisions of applicable law and rules of the TSX and the AMEX, no authorization, consent or approval of, or filing with, any public body, court or authority is necessary for the consummation by the Company of its obligations under this Agreement.

Authority Relative to this Agreement. (a) The Company Each of the Purchaser and the Merger Sub has all necessary the requisite corporate power and authority to execute and deliver enter into this Agreement andand the Shareholders Agreement, except for the approval of this Agreement by the shareholders of the Companyas applicable, and to consummate the transactions contemplated herebycarry out its respective obligations hereunder and thereunder. The execution and delivery of this Agreement and the Shareholders Agreement, as applicable, by the Purchaser and the Merger Sub, as applicable, and the consummation by the Purchaser and the Merger Sub, as applicable, of the transactions contemplated hereby and thereby have been duly and validly authorized by the Company Board upon the recommendation respective Boards of Directors of the Special Committee Purchaser and the Merger Sub, as applicable, by the Purchaser as the sole stockholder of the 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 on the part of the shareholders of the Company Merger Sub are necessary to authorize this Agreement or to the Shareholders Agreement, as applicable, or commence the Offer and consummate the transactions so contemplated, other than the approval of this Agreement by two-thirds of the issued contemplated hereby and outstanding Common Shares of the Companythereby. This Agreement has and the Shareholders Agreement, as applicable, have been duly and validly executed and delivered by the Company, Purchaser and this Agreement constitutes a the Merger Sub and constitute valid and binding agreement obligations of the Companyeach such company, as applicable, enforceable against the Company in accordance with their 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). Neither the Purchaser nor the Merger Sub is subject to or obligated under any provision of (a) its terms. Certificate of Incorporation or By-Laws, or (b) Except as set forth 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, violated or defaulted or in Section 3.3 respect of the Disclosure Schedulewhich a right of termination or acceleration or any encumbrance on any of its assets could be created by its execution, the execution delivery and delivery performance of this Agreement does notor the Shareholders Agreement, as applicable, and the consummation by it of the transactions contemplated by this Agreement hereby and compliance with the provisions thereby, other than any such breaches, violations, defaults, rights of this Agreement will not, conflict withtermination or acceleration, or result in any violation ofencumbrances, or default (with or without notice or lapse of time, or both) under, or give rise to a right of consent, termination, purchase, cancellation or acceleration of any obligation or to loss of any property, rights or benefits under, result in the imposition of any additional obligation under, or result in the creation of any Lien (as defined herein) upon any of the properties or assets of the Company or any of its Subsidiaries under or require the consent from, or the giving of notice to, a third party pursuant to (i) the organizational documents of the Company or any of its Subsidiaries, (ii) any contract, instrument, permit, concession, franchise, license, loan or credit agreement, note, bond, mortgage, indenture, lease or other property agreement, partnership or joint venture agreement or other legally binding agreement or obligation, whether oral or written (a "Contract"), applicable to the Company or any of its Subsidiaries or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in the following paragraph, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations or defaults that would 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, the Xxxx-Xxxxx-Xxxxxx Act, no authorization, consent or approval of, or those rights that if exercisedfiling with, Liens that if imposedany public body, consents that if not obtained court or notices that if not given would not, individually or in the aggregate, have a Material Adverse Effect authority is necessary on the Company. For purposes part of the Purchaser or the Merger Sub for the consummation by the Purchaser and the Merger Sub of the transactions contemplated by this Agreement or the Shareholders Agreement, "Lien" shall meanas applicable, other than filings with respect 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 the Purchaser and the Merger Sub each agrees to make any asset, and all such filings on or prior to the Effective Time if any imperfection of title, lien, lease, pledge, encumbrance, mortgage, claim, option, voting trust, preemptive right, attachment, encroachment or other charge or security interest in or on such assetparties are required to make such filings under applicable law.

Authority Relative to this Agreement. (a) The Company has all necessary the requisite corporate power and authority to execute and deliver enter into this Agreement and, except for and the approval of this Option Agreement by the shareholders of the Company, and to consummate the transactions contemplated herebyperform 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 validly unanimously authorized by the Company Board upon the recommendation of Directors of the Special Committee and 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 or on the part of the shareholders of the Company are necessary to authorize this Agreement or to consummate the Option Agreement and the transactions so contemplated, other than the approval of this Agreement by two-thirds of the issued contemplated hereby and outstanding Common Shares of the Companythereby. This Agreement has and Option Agreement have been duly and validly executed and delivered by the Company, Company and this the Agreement constitutes a valid and binding agreement obligations of the Company, enforceable against the Company in accordance with its their terms. (b) . 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 Section 3.3 of 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 execution Company's execution, delivery and delivery performance of this Agreement does not, or the Option Agreement and the consummation by the Company of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement will nothereby, conflict withother than any such breaches, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of consent, termination, purchase, cancellation or acceleration of any obligation or to loss of any propertyviolations, rights or benefits under, result in the imposition of any additional obligation under, or result in the creation of any Lien (as defined herein) upon any of the properties or assets of the Company or any of its Subsidiaries under or require the consent from, or the giving of notice to, a third party pursuant to (i) the organizational documents of the Company or any of its Subsidiaries, (ii) any contract, instrument, permit, concession, franchise, license, loan or credit agreement, note, bond, mortgage, indenture, lease or other property agreement, partnership or joint venture agreement or other legally binding agreement or obligation, whether oral or written (a "Contract"), applicable to the Company or any of its Subsidiaries or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in the following paragraph, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations or defaults that would not, individually or in the aggregate, have a Material Adverse Effect on the Company, or those rights that if exercised, Liens that if imposed, consents that if not obtained or notices that if not given would encumbrances which will not, individually or in the aggregate, have a Material Adverse Effect on the Company. For purposes 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 AgreementAgreement 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, "Lien" shall meanand (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 asset, any imperfection of title, lien, lease, pledge, encumbrance, mortgage, claim, option, voting trust, preemptive right, attachment, encroachment and all such filings on or other charge or security interest in or on prior to the Effective Time if the Company is required to make such assetfilings under applicable law.

Authority Relative to this Agreement. (a) The Company has all necessary the requisite corporate power and authority to execute enter into this Agreement, to perform its obligations hereunder and deliver this Agreement and, except for the approval of this Agreement by the shareholders of the Company, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby have been duly and validly authorized by the Company Board upon the recommendation of Directors of the Special Committee Company and no other corporate proceedings on the part of the Company or on the part of the shareholders of the Company are necessary to authorize this Agreement or to consummate and the transactions so contemplatedcontemplated hereby, other than the 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 has been declared advisable by two-thirds the Board of the issued and outstanding Common Shares Directors of the Company. This Agreement has been duly and validly executed and delivered by the Company, Company and this Agreement constitutes a valid and binding agreement obligation of the Company, enforceable against the Company in accordance with its terms. (b) . Except as set forth in Section 3.3 4.05, or as set forth on Section 4.04 of the Company Disclosure Schedule, the execution and delivery of this Agreement does not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of consent, termination, purchase, cancellation or acceleration of any obligation or to loss of any property, rights or benefits under, result in the imposition of any additional obligation under, or result in the creation of any Lien (as defined herein) upon any of the properties or assets of neither the Company nor any Company Subsidiary (and none of their respective property or assets) is subject to or obligated under any provision of its Subsidiaries under or require the consent from, or the giving of notice to, a third party pursuant to (i) the organizational documents of the Company or any of its Subsidiariesrespective Organizational Documents, (ii) any contractContract, instrument(iii) any Permit or (iv) any Law or Governmental Order, permitwhich would be breached, concession, franchise, license, loan violated or credit agreement, note, bond, mortgage, indenture, lease defaulted (with or other property agreement, partnership without due notice or joint venture agreement lapse of time or other legally binding agreement both) or obligation, whether oral in respect of which a right of termination or written (acceleration or a "Contract"), applicable to the Company loss of a material benefit or any Encumbrance on any of its Subsidiaries assets would be created or their respective properties suffered by or assets or result from the Company’s execution and performance of this Agreement, except as to clauses (ii), (iii) subject to the governmental filings and other matters referred to in the following paragraph, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries or their respective properties or assets, other than, in the case of clauses (iiiv) and (iii), above where any such conflictsbreach, violations violation, right of termination or defaults that would notacceleration, or Encumbrances, individually or in the aggregate, could not reasonably be expected to have a Company Material Adverse Effect Effect. Subject to the completeness and accuracy of Parent’s representations in this Agreement, the execution, delivery and performance of this 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 those rights that if exercisedstate takeover statute or similar statute or regulation applies or purports to apply to the Amalgamation, Liens that if imposed, consents that if not obtained this Agreement or notices that if not given would not, individually or in any of the aggregate, have a Material Adverse Effect on the Company. For purposes of this Agreement, "Lien" shall mean, with respect to any asset, any imperfection of title, lien, lease, pledge, encumbrance, mortgage, claim, option, voting trust, preemptive right, attachment, encroachment or other charge or security interest in or on such assettransactions contemplated hereby.

Authority Relative to this Agreement. (a) The Company has all necessary the corporate power and authority to execute and deliver enter into this Agreement and, except for the approval of this Agreement by the shareholders of the Company, and to consummate the transactions contemplated herebycarry out its obligations hereunder. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Company Company's Board upon the recommendation of Directors. This Agreement constitutes a valid and binding obligation of the Special Committee Company 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 court before which any proceeding therefor may be brought. Except for the approval of 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 described in Section 3.7, and the filing and recordation of appropriate merger documents as required by the GCL, no other corporate proceedings on the part of the Company or on the part of the shareholders of the Company are necessary to authorize this Agreement or to consummate the transactions so contemplated, other than the approval of this Agreement by two-thirds of the issued and outstanding Common Shares of the Company. This Agreement has been duly and validly executed and delivered by the Company, and this Agreement constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms. (b) Except as set forth in Section 3.3 of the Disclosure Schedule, the execution and delivery of this Agreement does not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement will not, conflict with, hereby. The Company is not subject to or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of consent, termination, purchase, cancellation or acceleration of any obligation or to loss of any property, rights or benefits under, result in the imposition of any additional obligation under, or result in the creation of any Lien (as defined herein) upon any of the properties or assets of the Company or any of its Subsidiaries obligated under or require the consent from, or the giving of notice to, a third party pursuant to (i) the organizational documents of the Company any charter, by-law, indenture or any of its Subsidiaries, other loan or credit document provision or (ii) any other contract, instrument, permit, concessionlicense, franchise, license, loan or credit agreement, note, bond, mortgage, indenture, lease or other property agreement, partnership or joint venture agreement or other legally binding agreement or obligation, whether oral or written (a "Contract"), applicable to the Company or any of its Subsidiaries or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in the following paragraph, any judgmentpermit, order, decree, concession, lease, instrument, judgment, statute, law, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries subsidiaries or their respective properties or assetsassets which would be breached or violated, or 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, cancellation, modification or acceleration of any obligation, or any right to payment or compensation, or the loss of a material benefit, by its executing and carrying out this Agreement except for such breaches, violations, defaults or arising of such rights which would not reasonably be expected to have a Company Material Adverse Effect. Except as required by the HSR Act, the Securities Act, the Exchange Act, and the corporation, 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, any Governmental Entity is necessary for the consummation by the Company of the Merger or the other transactions contemplated by this Agreement, other thanthan filings, in registrations, authorizations, consents or approvals the case of clauses (ii) failure to make or obtain which has not had, and (iii)would not reasonably be expected to have, any such conflicts, violations or defaults that would not, individually or in the aggregate, have a Company Material Adverse Effect on or prevent the Company, or those rights that if exercised, Liens that if imposed, consents that if not obtained or notices that if not given would not, individually or in consummation of the aggregate, have a Material Adverse Effect on the Company. For purposes of this Agreement, "Lien" shall mean, with respect to any asset, any imperfection of title, lien, lease, pledge, encumbrance, mortgage, claim, option, voting trust, preemptive right, attachment, encroachment or other charge or security interest in or on such assettransactions contemplated hereby.

Authority Relative to this Agreement. (a) The Company has all necessary the requisite corporate power and authority to execute and deliver this Agreement and, except for the approval of this Agreement by the shareholders of the CompanyCompany with respect to the Merger, to the extent required by applicable law, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Company Board upon the recommendation of the Special Committee and no other corporate proceedings on the part of the Company or on the part of the shareholders of the Company are necessary to authorize this Agreement or to consummate the transactions so contemplated, contemplated (other than the approval of this Agreement by two-thirds the shareholders of the issued and outstanding Common Shares of Company with respect to the CompanyMerger, to the extent required by applicable law). This Agreement has been duly and validly executed and delivered by the Company, and, assuming this Agreement constitutes a valid and binding obligation of each of Parent and the Purchaser, this Agreement constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms. (b) Except as set forth in on Section 3.3 4.3 of the Company Disclosure Schedule, other than in connection with, or in compliance with, the execution and delivery provisions of this Agreement does notthe CGCL with respect to the transactions contemplated hereby, the Exchange Act, the securities laws of the various states and the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), no authorization, consent or approval of, or filing with, any Governmental Entity (as hereinafter defined) is necessary for the consummation by the Company of the transactions contemplated by this Agreement other than authorizations, consents and compliance with approvals the provisions of this Agreement will not, conflict withfailure to obtain, or result in any violation offilings the failure to make, or default (with or without notice or lapse of time, or both) under, or give rise to a right of consent, termination, purchase, cancellation or acceleration of any obligation or to loss of any property, rights or benefits under, result in the imposition of any additional obligation under, or result in the creation of any Lien (as defined herein) upon any of the properties or assets of the Company or any of its Subsidiaries under or require the consent from, or the giving of notice to, a third party pursuant to (i) the organizational documents of the Company or any of its Subsidiaries, (ii) any contract, instrument, permit, concession, franchise, license, loan or credit agreement, note, bond, mortgage, indenture, lease or other property agreement, partnership or joint venture agreement or other legally binding agreement or obligation, whether oral or written (a "Contract"), applicable to the Company or any of its Subsidiaries or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in the following paragraph, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations or defaults that which would not, individually or in the aggregate, have a Material Adverse Effect on the Company, or those rights that if exercised, Liens that if imposed, consents that if not obtained or notices that if not given would not, individually or in the aggregate, have a Material Adverse Effect on the Company. For purposes of As used in this Agreement, the term "LienGovernmental Entity" shall meanmeans any government or subdivision thereof, with respect to domestic, foreign or supranational or any assetadministrative, any imperfection of titlegovernmental or regulatory authority, lienagency, leasecommission, pledgetribunal or body, encumbrancedomestic, mortgage, claim, option, voting trust, preemptive right, attachment, encroachment foreign or other charge or security interest in or on such assetsupranational.

Authority Relative to this Agreement. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and, except for the approval of this Agreement by the shareholders of the Company, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Company Board upon the recommendation of the Special Committee and no other corporate proceedings on the part of the Company or on the part of the shareholders of the Company are necessary to authorize this Agreement or to consummate the transactions so contemplated, other than the approval of this Agreement by two-thirds the holders of a majority of the issued and outstanding Common Shares of the Company. This Agreement has been duly and validly executed and delivered by the Company, and, assuming this agreement constitutes a valid and binding obligation of ICS, this Agreement constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws affecting the rights of creditors generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (b) Except as set forth in Section 3.3 of the Disclosure Schedule, the execution and delivery of this Agreement does not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of consent, termination, purchase, cancellation or acceleration of any obligation or to loss of any property, rights or benefits under, result in the imposition of any additional obligation under, or result in the creation of any Lien (as defined herein) upon any of the properties or assets of the Company or any of its Subsidiaries under or constitute a "change of control" under, require the consent from, or the giving of notice to, a third party pursuant to (i) the organizational documents of the Company or any of its Subsidiaries, (ii) any contract, instrument, permit, concession, franchise, license, loan or credit agreement, note, bond, mortgage, indenture, lease or other property agreement, partnership or joint venture agreement or other legally binding agreement or obligation, whether oral or written (a "Contract"), applicable to the Company or any of its Subsidiaries or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in the following paragraph, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations violations, defaults, rights, Liens, adverse consequences resulting from such change of control or defaults that would notwhere the failure to obtain such consents or provide such notices that, individually or in the aggregate, have a Material Adverse Effect on the Company, or those rights that if exercised, Liens that if imposed, consents that if would not obtained or notices that if not given would not, individually or in the aggregate, have a Material Adverse Effect on the Company. For purposes of this Agreement, "Lien" shall mean, with respect to any asset, any imperfection of title, lien, lease, pledge, encumbrance, mortgage, claim, option, voting trust, preemptive right, attachment, encroachment or other charge or security interest in or on such asset.

Authority Relative to this Agreement. (a) The Company Purchaser has all necessary the requisite corporate power and authority to execute and deliver enter into this Agreement and, except for the approval of this Agreement by the shareholders and each of the Company, other Transaction Documents and to consummate the transactions contemplated herebyperform its obligations hereunder and thereunder. The execution and delivery of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary action on the Company Board upon the recommendation part of the Special Committee Purchaser, and no other corporate proceedings on the part of the Company or on the part of the shareholders of the Company Purchaser are necessary to authorize this Agreement or to consummate Agreement, the other Transaction Documents and the transactions so contemplated, other than the approval of this Agreement by two-thirds of the issued contemplated hereby and outstanding Common Shares of the Companythereby. This Agreement has and the other Transaction Documents have been duly and validly executed and delivered by Purchaser and constitute the Companylegal, and this Agreement constitutes a valid and binding agreement obligation of the CompanyPurchaser, enforceable against the Company in accordance with their terms. Purchaser is not subject to or obligated under any provision of (a) its terms. Certificate of Incorporation or Bylaws, (b) Except as set forth any contract 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, violated or defaulted (with or without due notice or lapse of time or both) or in Section 3.3 respect of the Disclosure Schedule, the which a right of termination or acceleration or a loss of a material benefit or agreement or any encumbrance on any of its assets would be created or suffered by its execution and delivery performance of this Agreement does notor the other Transaction Documents, and except (as to clauses (b), (c) or (d) above) where such breach, violation or right which would 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 by this Agreement herein and compliance with the provisions of this Agreement therein will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of consent, termination, purchase, cancellation or acceleration of any obligation or to loss of any property, rights or benefits under, result in the imposition of any additional obligation under, or result in the creation of any Lien (as defined herein) upon any of the properties or assets of the Company or any of its Subsidiaries under or require the consent fromor approval of or registration or filing with any federal, state or the giving of notice to, a third party pursuant to (i) the organizational documents of the Company local government or any of its Subsidiariescourt, (ii) any contract, instrument, permit, concession, franchise, license, loan administrative or credit agreement, note, bond, mortgage, indenture, lease regulatory agency or commission or other property agreementgovernmental authority or agency, partnership domestic or joint venture agreement or other legally binding agreement or obligation, whether oral or written (a "Contract"), applicable to the Company or any of its Subsidiaries or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in the following paragraph, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries or their respective properties or assetsforeign, other than, in than where the case of clauses (ii) and (iii), failure to obtain such consents or approvals or to make any such conflicts, violations registration or defaults that filing would not, not have individually or in the aggregate, have aggregate a Material Adverse Effect on the Company, or those rights that if exercised, Liens that if imposed, consents that if not obtained prevent or notices that if not given would not, individually or in the aggregate, have a Material Adverse Effect on the Company. For purposes of materially delay Purchaser from performing its obligations under this Agreement, "Lien" shall mean, with respect to any asset, any imperfection of title, lien, lease, pledge, encumbrance, mortgage, claim, option, voting trust, preemptive right, attachment, encroachment or other charge or security interest in or on such asset.

Authority Relative to this Agreement. (a) The Company has all necessary the requisite corporate power and authority to execute and deliver enter into this Agreement and, except for the approval of this Agreement by the shareholders of the Company, and to consummate the transactions contemplated herebyperform its obligations hereunder. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby have been duly and validly unanimously authorized by the Company Board upon the recommendation of Directors of the Special Committee and 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 or on the part of the shareholders of the Company are necessary to authorize this Agreement or to consummate and the transactions so contemplated, other than the approval of this Agreement by two-thirds of the issued and outstanding Common Shares of the Companycontemplated hereby. This Agreement has been duly and validly executed and delivered by the Company, Company and this Agreement constitutes a valid and binding agreement obligation of the Company, enforceable against the Company in accordance with its terms. . 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 except as set forth in Section 3.3 of 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 could be created by the execution Company's execution, delivery and delivery performance of this Agreement does not, and the consummation by the Company of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement will nothereby, conflict withother than any such breaches, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of consent, termination, purchase, cancellation or acceleration of any obligation or to loss of any propertyviolations, rights or benefits under, result in the imposition of any additional obligation under, or result in the creation of any Lien (as defined herein) upon any of the properties or assets of the Company or any of its Subsidiaries under or require the consent from, or the giving of notice to, a third party pursuant to (i) the organizational documents of the Company or any of its Subsidiaries, (ii) any contract, instrument, permit, concession, franchise, license, loan or credit agreement, note, bond, mortgage, indenture, lease or other property agreement, partnership or joint venture agreement or other legally binding agreement or obligation, whether oral or written (a "Contract"), applicable to the Company or any of its Subsidiaries or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in the following paragraph, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations or defaults that would encumbrances which will not, individually or in the aggregate, have a Company Material Adverse Effect on Effect. Other than in connection with or in compliance with the Companyprovisions of the Delaware Law, the Exchange Act and the Hart-Xxxxx-Xxxxxx Xxx, no 12 authorization, consent or approval of, or those rights that if exercised, Liens that if imposed, consents that if not obtained or notices that if not given would not, individually or in the aggregate, have a Material Adverse Effect on the Company. For purposes of this Agreement, "Lien" shall mean, with respect to any assetfiling with, any imperfection public body, court or authority is necessary for the consummation by the Company of titlethe transactions contemplated by this Agreement other than 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, lien, lease, pledge, encumbrance, mortgage, claim, option, voting trust, preemptive right, attachment, encroachment and the Company agrees to make any and all such filings on or other charge or security interest in or on prior to the Effective Time if the Company is required to make such assetfilings under applicable law.

Authority Relative to this Agreement. (a) The Company Buyer has all necessary the requisite corporate power and authority to execute enter into this Agreement, the Option Agreement and deliver this Agreement andeach Transaction Document to which it is or will be a party and to perform its obligations hereunder and thereunder. The execution, except for the approval delivery and performance of this Agreement by Agreement, the shareholders of the Company, to consummate the transactions contemplated hereby. The execution and delivery of this Option Agreement and the consummation of the transactions contemplated hereby each such Transaction Document by Buyer have been duly and validly authorized by the Company Board upon the recommendation board of the Special Committee directors of Buyer and no other corporate proceedings on the part of the Company or on the part of the shareholders of the Company Buyer are necessary to authorize this Agreement or to consummate the transactions so contemplated, other than the approval of this Agreement by two-thirds of the issued and outstanding Common Shares of the Companynecessary. This Agreement has and the Option Agreement have been duly and validly executed and delivered by Buyer and constitute the Companylegal, and this Agreement constitutes a valid and binding agreement obligation of the CompanyBuyer, enforceable by Target against the Company Buyer in accordance with its their respective terms. , subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors' rights and remedies generally and to general principles of equity (b) Except as set forth regardless of whether enforcement is sought in Section 3.3 of the Disclosure Schedule, the a proceeding at Law or in equity). The execution and delivery by Buyer of this Agreement does not, and the consummation each Transaction Document to which Buyer is or will be a party and performance by it of the transactions contemplated by this Agreement its obligations hereunder and compliance with the provisions thereunder will not result in: (a) a violation or breach of this Agreement will not, conflict with, any provision of or result in any violation of, or constitute a default (or an event that with or without notice or lapse of time, time or bothboth would become a default) under, or give rise to a right others any rights of consent, termination, purchaseamendment, acceleration or cancellation of or acceleration under, (i) its Constituent Documents or any resolution of its directors or shareholders or those of any obligation of its Subsidiaries, (ii) any applicable Law, any regulation, order, judgment or to loss decree of any propertyGovernmental Authority (subject to obtaining the authorizations, rights consents and approvals referred to in paragraph (3)), or (iii) any agreement, arrangement or benefits under, result in the imposition of any additional obligation under, or result in the creation of any Lien (as defined herein) upon any of the properties or assets of the Company understanding to which it or any of its Subsidiaries under is a party or require the consent from, or the giving of notice to, a third party pursuant to (i) the organizational documents of the Company or by which any of its Subsidiaries, (ii) any contract, instrument, permit, concession, franchise, license, loan or credit agreement, note, bond, mortgage, indenture, lease or other property agreement, partnership or joint venture agreement or other legally binding agreement or obligation, whether oral or written (a "Contract"), applicable to the Company or any of its Subsidiaries them or their respective properties is bound or assets or (iii) subject affected that could reasonably be expected to the governmental filings and other matters referred to in the following paragraph, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations or defaults that would not, individually or in the aggregate, have a Material Adverse Effect on Buyer, or (b) the Company, imposition of any Encumbrance upon any of its assets or those rights that if exercised, Liens that if imposed, consents that if not obtained or notices that if not given would not, individually or in the aggregate, have a Material Adverse Effect on the Company. For purposes assets of this Agreement, "Lien" shall mean, with respect to any asset, any imperfection of title, lien, lease, pledge, encumbrance, mortgage, claim, option, voting trust, preemptive right, attachment, encroachment or other charge or security interest in or on such assetits Subsidiaries.

Authority Relative to this Agreement. (a) The Company has all necessary the requisite corporate power and authority to execute and deliver enter into this Agreement and, except for the approval of this Agreement by the shareholders of the Company, and all documents and agreements contemplated herein to consummate the transactions contemplated herebywhich it is or will be a party and to perform its obligations hereunder and thereunder. The execution and delivery of this Agreement and by the consummation of the transactions contemplated hereby have Company has been duly and validly authorized by the Company Board upon the recommendation board of directors of the Special Committee Company and no other corporate proceedings of the Company on the part of the Company or on the part of the shareholders of the Company Shareholders are necessary to authorize this Agreement or to consummate and the transactions so contemplated, other than the approval of this Agreement by two-thirds of the issued and outstanding Common Shares of the Companycontemplated hereunder. This Agreement agreement has been duly and validly executed and delivered by the Company, Company and this Agreement constitutes a legal, valid and binding agreement obligation of the Company, Company enforceable by the Offeror against the Company in accordance with its terms. (b) , subject to the availability of equitable remedies and the enforcement of creditors’ rights generally. Except as set forth disclosed in Section 3.3 of the Company Disclosure ScheduleLetter, the execution and delivery by the Company of this Agreement does not, and the consummation performance by it of its obligations hereunder and the transactions contemplated hereby, including, but not limited to, the making of the Offer by this Agreement the Offeror, the taking up and compliance payment for Shares deposited thereunder and any subsequent Second-Step Transaction carried out and consummated in accordance with the provisions of this Agreement Applicable Laws, will notnot result in: (i) a violation, conflict with, or result in breach of any violation of, provision of or constitute a default (or an event that with or without notice or lapse of time, time or bothboth would become a default) under, require any consent to be obtained under or give rise to a right any third party rights of consent, termination, purchaseamendment, first refusal, shot-gun, acceleration, cancellation or acceleration of any penalty or payment obligation or right of purchase or sale under any provision of: (A) its constating documents or any resolution of its directors or Shareholders or those of its Subsidiaries; (B) any applicable Law or, to loss of its knowledge, any propertyregulation, rights order, judgment or benefits underdecree (subject to obtaining the authorizations, result consents and approvals referred to in the imposition of paragraph (e)); or (C) any additional obligation underagreement, arrangement or result in the creation of any Lien (as defined herein) upon understanding to which it or its Subsidiaries is a party or by which any of the them or their properties or assets of the Company is bound or any of its Subsidiaries under or require the consent from, or the giving of notice to, a third party pursuant to (i) the organizational documents of the Company or any of its Subsidiaries, (ii) any contract, instrument, permit, concession, franchise, license, loan or credit agreement, note, bond, mortgage, indenture, lease or other property agreement, partnership or joint venture agreement or other legally binding agreement or obligation, whether oral or written (a "Contract"), applicable to the Company or any of its Subsidiaries or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in the following paragraph, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations or defaults that would notaffected that, individually or in the aggregate, have could reasonably be expected to result in a Material Adverse Effect on the Company, ; (ii) the imposition of any Encumbrance upon any of its assets or those rights that if exercised, Liens that if imposed, consents that if not obtained or notices that if not given would notthe assets of its Subsidiaries that, individually or in the aggregate, have could reasonably be expected to result in a Material Adverse Effect on the Company. For purposes ; or (iii) the obligation on the Company to make any “change of this Agreement, "Lien" shall mean, with respect to any asset, any imperfection of title, lien, lease, pledge, encumbrance, mortgage, claim, option, voting trust, preemptive right, attachment, encroachment control” payment or other charge or security interest in or on such assetsimilar obligation.

Authority Relative to this Agreement. (a) The Company has all necessary the requisite corporate power and authority to execute and deliver enter into this Agreement and, except for the approval of this Agreement by the shareholders of the Company, and to consummate the transactions contemplated herebycarry out its obligations hereunder. The execution and delivery of this Agreement by the Company, the performance by the Company of its obligations hereunder and the consummation by the Company of the transactions contemplated hereby herein have been duly and validly authorized by the Company Board upon the recommendation of the Special Committee and no Board. No other corporate proceedings on the part of the Company or on the part of the shareholders of the Company are necessary to authorize the execution and delivery of this Agreement or to consummate Agreement, the performance by the Company of its obligations hereunder and the consummation by the Company of the transactions so contemplatedcontemplated hereby, other than except for the approval of this Agreement by two-thirds of the issued and outstanding Common Shares of the Company’s stockholders as contemplated in Section 5.1. This Agreement has been duly and validly executed and delivered by the Company, Company and this Agreement constitutes a valid and binding agreement obligation of the Company, enforceable against the Company in accordance with its terms, except to the extent that its enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization or other Laws affecting the enforcement of creditors’ rights generally or by general equitable principles. (b) Except as set forth in Section 3.3 of the Disclosure Schedule, Neither the execution and delivery of this Agreement does not, and by the Company nor the consummation by the Company of the transactions contemplated herein nor compliance by this Agreement and compliance the Company with any of the provisions hereof will (i) conflict with or result in any breach of this Agreement will notthe articles of incorporation or bylaws of the Company or any of the Company Subsidiaries, conflict with(ii) result in a violation or breach of any provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in any violation the termination or cancellation of, or default (with accelerate the performance or without notice or lapse of timeincrease the fees required by, or both) under, or give rise to result in a right of consent, termination, purchase, cancellation amendment or acceleration under, a right to require redemption or repurchase of any obligation or to otherwise “put” securities, or the loss of any property, rights or benefits under, result in the imposition of any additional obligation a material benefit under, or result in the creation of any a Lien (as defined herein) upon any of the properties or assets of the Company or any of its Company Subsidiaries under or require the consent fromunder, or the giving of notice to, a third party pursuant to (i) the organizational documents any of the Company terms, conditions or provisions of any of its Subsidiaries, (ii) any contract, instrument, permit, concession, franchise, license, loan or credit agreement, note, bond, mortgage, indenture, lease or other property agreementdeed of trust, partnership or joint venture license, contract, lease, agreement or other legally binding agreement instrument or obligationobligation of any kind to which the Company is a party or by which the Company or any of its properties or assets may be bound or (iii) subject to compliance with the statutes and regulations referred to in subsection (c) below, whether oral violate any judgment, ruling, order, writ, injunction, decree, statute, rule or written regulation (a "Contract"), “Order”) applicable to the Company or any of its Subsidiaries or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in the following paragraph, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries or their respective properties or assets, other than, than any such event described in the case of clauses items (ii) and or (iii) which would not be reasonably likely to (x) prevent the consummation of the transactions contemplated hereby or (y) have a Company Material Adverse Effect. (c) Except for compliance with the provisions of the CBCA, the Securities Exchange Act of 1934 (“’34 Act”), the Securities Act of 1933 (the “‘33 Act”), the rules and regulations of Nasdaq and the “blue sky” laws of various states and foreign laws, no action by any governmental authority is necessary for the Company’s execution and delivery of this Agreement or the consummation by the Company of the transactions contemplated hereby except where the failure to obtain or take such conflicts, violations or defaults that action would not, individually or in the aggregate, not be reasonably likely to have a Company Material Adverse Effect on the Company, or those rights that if exercised, Liens that if imposed, consents that if not obtained or notices that if not given would not, individually or in the aggregate, have a Material Adverse Effect on the Company. For purposes of this Agreement, "Lien" shall mean, with respect to any asset, any imperfection of title, lien, lease, pledge, encumbrance, mortgage, claim, option, voting trust, preemptive right, attachment, encroachment or other charge or security interest in or on such assetEffect.

Authority Relative to this Agreement. (a) The Company has all necessary the requisite corporate power and authority to execute and deliver enter into this Agreement and, except for the approval of this Agreement by the shareholders of the Company, and to consummate the transactions contemplated herebyperform its obligations hereunder. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby have been duly and validly unanimously authorized by the Company Board upon the recommendation of Directors of the Special Committee and 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 or on the part of the shareholders of the Company are necessary to authorize this Agreement or to consummate and the transactions so contemplated, other than the approval of this Agreement by two-thirds of the issued and outstanding Common Shares of the Companycontemplated hereby. This Agreement has been duly and validly executed and delivered by the Company, Company and this Agreement constitutes a valid and binding agreement obligation of the Company, enforceable against the Company in accordance with its terms. 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). 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 except as set forth in Section 3.3 of 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 could be created by the execution Company's execution, delivery and delivery performance of this Agreement does not, and the consummation by the Company of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of consent, termination, purchase, cancellation or acceleration of any obligation or to loss of any property, rights or benefits under, result in the imposition of any additional obligation under, or result in the creation of any Lien (as defined herein) upon any of the properties or assets of the Company or any of its Subsidiaries under or require the consent from, or the giving of notice to, a third party pursuant to (i) the organizational documents of the Company or any of its Subsidiaries, (ii) any contract, instrument, permit, concession, franchise, license, loan or credit agreement, note, bond, mortgage, indenture, lease or other property agreement, partnership or joint venture agreement or other legally binding agreement or obligation, whether oral or written (a "Contract"), applicable to the Company or any of its Subsidiaries or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in the following paragraph, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries or their respective properties or assetshereby, other than, in the case of clauses clause (iic) and or (iiid), any such conflictsbreaches, violations violations, rights or defaults that would encumbrances which will not, individually or in the aggregate, have a Company Material Adverse Effect on Effect. Other than in connection with or in compliance with the Companyprovisions of the Delaware Law, the Exchange Act and the Xxxx-Xxxxx-Xxxxxx Act, no authorization, consent or approval of, or those rights that if exercisedfiling with, Liens that if imposedany public body, consents that if not obtained court or notices that if not given would not, individually or in authority is necessary for the aggregate, have a Material Adverse Effect on consummation by the Company. For purposes Company of the transactions contemplated by this Agreement, "Lien" shall mean, with respect to any asset, any imperfection of title, lien, lease, pledge, encumbrance, mortgage, claim, option, voting trust, preemptive right, attachment, encroachment or other charge or security interest in or on such asset.

Authority Relative to this Agreement. (a) The Company has all necessary the requisite corporate power and authority to execute and deliver enter into this Agreement and, except for the approval of this Agreement by the shareholders of the Company, and to consummate the transactions contemplated herebyperform its obligations hereunder. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby by this Agreement have been duly and validly authorized by the Company Board upon the recommendation of the Special Committee and no other corporate proceedings on the part of the Company or on the part of the shareholders of the Company are necessary to authorize this Agreement or to consummate and the transactions so contemplatedperformance by the Company of its obligations hereunder, other than the approval of this Agreement the Directors' Circular by two-thirds of the issued and outstanding Common Shares of the CompanyBoard. This Agreement has been duly and validly executed and delivered by the Company, Company and this Agreement constitutes a legal, valid and binding agreement obligation of the Company, enforceable by the Offeror against the Company in accordance with its terms. (b) Except , subject, however, to limitations with respect to enforcement imposed by law in connection with bankruptcy, insolvency or similar proceedings and to the extent that equitable remedies such as set forth specific performance and injunction are in Section 3.3 the discretion of the Disclosure Schedule, the court from which they are sought. The execution and delivery by the Company of this Agreement does not, and performance by it of its obligations hereunder and the completion of the Offer and the consummation of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement hereby will not: (a) violate, conflict with, with or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of consent, termination, purchase, cancellation or acceleration breach of any obligation or to loss of any property, rights or benefits under, result in the imposition of any additional obligation under, or result in the creation of any Lien (as defined herein) upon any of the properties or assets of the Company or any of its Subsidiaries under or require the consent from, or the giving of notice to, a third party pursuant to provision of: (i) the organizational Company Governing Documents or the constating documents or by-laws of the Company or any of its Subsidiaries, Subsidiary; (ii) any agreement, contract, indenture, deed of trust, mortgage, bond, note, instrument, permit, concessionlicence, franchise, license, loan grant or credit agreement, note, bond, mortgage, indenture, lease or other property agreement, partnership or joint venture agreement or other legally binding agreement or obligation, whether oral or written (a "Contract"), applicable permit to which the Company or any of its Subsidiaries or their respective properties or assets or the Company Subsidiary is bound; or (iii) subject any applicable Law to the governmental filings and other matters referred to in the following paragraph, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to which the Company or the Company Subsidiary is subject or by which the Company or the Company Subsidiary is bound, except for any of its Subsidiaries violation, conflict or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations or defaults that breach which would not, individually or in the aggregate, have a Material Adverse Effect on in respect of the Company; (b) give rise to any right of termination, or those rights that if exercisedacceleration of indebtedness, Liens that if imposedor cause any indebtedness to come due before its stated maturity, consents that if not obtained or notices that if not given would notunder any indenture, individually or in the aggregate, have a Material Adverse Effect on the Company. For purposes deed of this Agreement, "Lien" shall mean, with respect to any asset, any imperfection of title, lien, lease, pledge, encumbrancetrust, mortgage, claimbond, optioninstrument, voting licence, permit or material agreement to which the Company or the Company Subsidiary is bound; or (c) other than as set out in the Disclosure Letter, give rise to any rights of first refusal or change in control payment or similar obligation or any restriction or limitation under any such agreement, contract, indenture, deed of trust, preemptive rightmortgage, attachmentbond, encroachment note, instrument, licence, franchise, grant or other permit, or result in the imposition of any encumbrance, charge or security interest lien upon any of the Company's assets or the assets of the Company Subsidiary. Other than in connection with the rules of the TSX, no authorization, consent or on such assetapproval of, or filing with, any Regulatory Authority is necessary under applicable Law for the consummation by the Company of its obligations under this Agreement.

Authority Relative to this Agreement. (a) The Company Each Indemnitor has all necessary corporate the ------------------------------------ requisite power and authority and, with respect to each Indemnitor who is a natural person, full legal right and capacity, to execute and deliver this Agreement andand to perform it or his obligations under this Agreement. All action of each Indemnitor necessary to authorize the execution, except for the approval delivery and performance of this Agreement by such Indemnitor has been taken, and no other proceedings on the shareholders part of such Indemnitor are necessary to authorize the Company, to consummate the transactions contemplated hereby. The execution and delivery by such Indemnitor of this Agreement and the consummation by such Indemnitor of the transactions contemplated hereby have been duly and validly authorized by the Company Board upon the recommendation of the Special Committee and no other corporate proceedings on the part of the Company or on the part of the shareholders of the Company are necessary to authorize this Agreement or to consummate the transactions so contemplated, other than the approval of this Agreement by two-thirds of the issued and outstanding Common Shares of the Companyhereunder. This Agreement has been duly and validly executed and delivered by the Company, and this Agreement constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms. (b) Except as set forth in Section 3.3 of the Disclosure Schedule, Neither the execution and delivery of this Agreement does notby such Indemnitor, and nor the consummation by such Indemnitor of the transactions contemplated hereunder, nor performance by such Indemnitor of any of its or his obligations under this Agreement and compliance does or will (i) conflict with the or result in a violation or any breach of any provisions of this Agreement will notthe Organizational Documents, as applicable, of such Indemnitor, (ii) conflict with, or result in any a violation or breach of, or default constitute (with or without due notice or lapse of time, time or both) under, a default (or give rise to a any right of consent, termination, purchase, cancellation or acceleration 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 such Indemnitor is a party or to loss 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 propertylaw, rights statute, rule or benefits underregulation or any judgment, result in the imposition order, writ, injunction, decree, rule or regulation of any additional obligation undercourt or federal, state or other governmental agency, authority or regulatory body applicable to such Indemnitor or any of its properties or other assets or result in the creation of any Lien (as defined herein) upon any of the properties Properties or assets of the Company or any of its Subsidiaries under or require the consent from, or the giving of notice to, a third party pursuant to (i) the organizational documents of the Company or any of its Subsidiaries, (ii) any contract, instrument, permit, concession, franchise, license, loan or credit agreement, note, bond, mortgage, indenture, lease or other property agreement, partnership or joint venture agreement or other legally binding agreement or obligation, whether oral or written (a "Contract"), applicable to the Company or any of its Subsidiaries or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in the following paragraph, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations or defaults that would not, individually or in the aggregate, have a Material Adverse Effect on the Company, or those rights that if exercised, Liens that if imposed, consents that if not obtained or notices that if not given would not, individually or in the aggregate, have a Material Adverse Effect on the Company. For purposes of this Agreement, "Lien" shall mean, with respect to any asset, any imperfection of title, lien, lease, pledge, encumbrance, mortgage, claim, option, voting trust, preemptive right, attachment, encroachment or other charge or security interest in or on such assetIndemnitor's Interest.

Authority Relative to this Agreement. (a) The Company Parent has all necessary the requisite corporate power and authority to execute and deliver enter into this Agreement and, except for the approval of this Agreement by the shareholders of the Company, and to consummate the transactions contemplated herebycarry out its obligations hereunder. The execution and delivery of this Agreement by the Parent, the performance by the Parent of its obligations hereunder and the consummation by the Parent of the transactions contemplated hereby herein have been duly and validly authorized by the Company Parent Board upon the recommendation of the Special Committee and no Directors (“Parent Board”). No other corporate proceedings on the part of the Company Parent or on the part any of the shareholders of the Company Parent Subsidiaries are necessary to authorize the execution and delivery of this Agreement or to consummate Agreement, the performance by the Parent of its obligations hereunder and the consummation by the Parent of the transactions so contemplated, other than the approval of this Agreement by two-thirds of the issued and outstanding Common Shares of the Companycontemplated hereby. This Agreement has been duly and validly executed and delivered by the Company, Parent and this Agreement constitutes a valid and binding agreement obligation of the CompanyParent, enforceable against the Company in accordance with its terms, except to the extent that its enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization or other Laws affecting the enforcement of creditors’ rights generally or by general equitable principles. (b) Except as set forth in Section 3.3 of the Disclosure Schedule, Neither the execution and delivery of this Agreement does not, and by the Parent nor the consummation by the Parent of the transactions contemplated herein nor compliance by this Agreement and compliance the Parent with any of the provisions hereof will (i) conflict with or result in any breach of this Agreement will notthe articles of incorporation or bylaws of the Parent or any of the Parent Subsidiaries, conflict with(ii) result in a violation or breach of any provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in any violation the termination or cancellation of, or default (with accelerate the performance or without notice or lapse of timeincrease the fees required by, or both) under, or give rise to result in a right of consent, termination, purchase, cancellation amendment or acceleration under, a right to require redemption or repurchase of any obligation or to otherwise “put” securities, or the loss of any property, rights or benefits under, result in the imposition of any additional obligation a material benefit under, or result in the creation of any a Lien (as defined herein) upon any of the properties or assets of the Company Parent or any of its Parent Subsidiaries under or require the consent fromunder, or the giving of notice to, a third party pursuant to (i) the organizational documents any of the Company terms, conditions or provisions of any of its Subsidiaries, (ii) any contract, instrument, permit, concession, franchise, license, loan or credit agreement, note, bond, mortgage, indenture, lease or other property agreementdeed of trust, partnership or joint venture license, contract, lease, agreement or other legally binding agreement instrument or obligation, whether oral or written (a "Contract"), applicable obligation of any kind to which the Company Parent or any of its the Parent Subsidiaries is a party or by which the Parent or any of the Parent Subsidiaries or any of their respective properties or assets may be bound or (iii) subject to compliance with the governmental filings statutes and other matters regulations referred to in the following paragraphsubsection (c) below, violate any judgment, order, decree, statute, law, ordinance, rule or regulation Order applicable to the Company Parent or any of its the Parent Subsidiaries or any of their respective properties or assets, other than, than any such event described in the case of clauses items (ii) and or (iii), any such conflicts, violations ) which would not be reasonably likely to (x) prevent the consummation of the transactions contemplated hereby or defaults that would not, individually or in the aggregate, (y) have a Parent Material Adverse Effect on Effect. (c) Except for compliance with the Companyprovisions of the WBCA, the ’34 Act, the ‘33 Act, the rules and regulations of Nasdaq and the “blue sky” laws of various states and foreign laws, no action by any governmental authority is necessary for the Parent’s execution and delivery of this Agreement or those rights that if exercised, Liens that if imposed, consents that if the consummation by the Parent of the transactions contemplated hereby except where the failure to obtain or take such action would not obtained or notices that if not given would not, individually or in the aggregate, be reasonably likely to have a Parent Material Adverse Effect on the Company. For purposes of this Agreement, "Lien" shall mean, with respect to any asset, any imperfection of title, lien, lease, pledge, encumbrance, mortgage, claim, option, voting trust, preemptive right, attachment, encroachment or other charge or security interest in or on such assetEffect.

Authority Relative to this Agreement. (a) The Company Each of Parent and Merger Sub has all necessary the requisite corporate power and authority to execute enter into this Agreement, to perform its obligations hereunder and deliver this Agreement and, except for the approval of this Agreement by the shareholders of the Company, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by each of Parent and Merger Sub and the consummation by each of Parent and Merger Sub of the transactions contemplated hereby have been duly and validly authorized by the Company Board upon the recommendation of the Special Committee Directors of each of Parent and Merger Sub and no other corporate proceedings on the part of the Company or on the part each of the shareholders of the Company Parent and Merger Sub are necessary to authorize this Agreement or to consummate and the transactions so contemplated, other than the approval of this Agreement by two-thirds of the issued and outstanding Common Shares of the Companycontemplated hereby. This Agreement has been duly and validly executed and delivered by the Company, each of Parent and this Agreement Merger Sub and constitutes a valid and binding agreement obligation of the Company, enforceable against the Company in accordance with its terms. (b) each of Parent and Merger Sub. Except as set forth in Section 3.3 5.04 of the Parent Disclosure Schedule, the execution and delivery of this Agreement does not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of consent, termination, purchase, cancellation or acceleration of any obligation or to loss of any property, rights or benefits under, result in the imposition of any additional obligation under, or result in the creation of any Lien (as defined herein) upon neither Parent nor any of the properties Parent Subsidiaries is subject to or assets obligated under any provision of the Company or any of its Subsidiaries under or require the consent from, or the giving of notice to, a third party pursuant to (i) the its respective memorandum of association or byelaws or other organizational documents of the Company or any of its Subsidiariesdocuments, (ii) any contract, instrument, permit, concession, franchise, license, loan Contract (excluding all arrangements which are terminable upon 90 days or credit agreement, note, bond, mortgage, indenture, lease less notice without premium or other property agreement, partnership penalty or joint venture agreement arrangements involving not more than $100,000 per fiscal year in payments expected to be paid or other legally binding agreement received by each of Parent or obligation, whether oral or written (a "Contract"Merger Sub), applicable to the Company (iii) any Permit, or (iv) any Law or Governmental Order which would be breached, violated or 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 Subsidiaries assets would be created or their respective properties suffered by each of Parent and Merger Sub’s execution or assets performance of this Agreement or by the execution or performance of the Joinder Agreement by New Parent, except (as to clauses (ii), (iii) subject to the governmental filings and other matters referred to in the following paragraphor (iv) above) where such breach, any judgmentviolation, orderright of termination or acceleration, decree, statute, law, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations or defaults that would notencumbrance, individually or in the aggregate, have would not have, or would not be reasonably likely to have, a Parent Material Adverse Effect on Effect. Except as set forth in Section 5.04 of the CompanyParent Disclosure Schedule, the consummation of the Merger by each of Parent, New Parent and Merger Sub will not require the consent or approval of or registration or filing with any Governmental Entity other than (i) applicable requirements, if any, of the Xxxxxxxx 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) filing and recordation of appropriate merger documents as required by the DGCL, (iii) compliance with any rules, regulations or 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 not have, or those rights that if exercised, Liens that if imposed, consents that if would not obtained or notices that if not given would notbe reasonably likely to have, individually or in the aggregate, have a Parent Material Adverse Effect on the Company. For purposes of this Agreement, "Lien" shall mean, with respect to any asset, any imperfection of title, lien, lease, pledge, encumbrance, mortgage, claim, option, voting trust, preemptive right, attachment, encroachment or other charge or security interest in or on such assetEffect.

Authority Relative to this Agreement. (a) The Company has all necessary the corporate power and authority to execute and deliver enter into this Agreement and, except for the approval of this Agreement by the shareholders of the Company, and to consummate the transactions contemplated herebycarry out its obligations hereunder. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Company Company's Board upon the recommendation of Directors. This Agreement constitutes a valid and binding obligation of the Special Committee Company 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 court before which any proceeding therefor may be brought. Except for the approval of the holders of a majority of the shares of Company Common Stock, no other corporate proceedings on the part of the Company or on the part of the shareholders of the Company are necessary to authorize this Agreement or to consummate and the transactions so contemplated, other than the approval of this Agreement by two-thirds of the issued and outstanding Common Shares of the Companycontemplated hereby. This Agreement has been duly and validly executed and delivered by the Company, and this Agreement constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms. (b) Except as set forth in Section 3.3 6.4 of the Company Disclosure Schedule, the execution and delivery of this Agreement does not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement will not, conflict with, Company is not subject to or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of consent, termination, purchase, cancellation or acceleration of any obligation or to loss of any property, rights or benefits under, result in the imposition of any additional obligation under, or result in the creation of any Lien (as defined herein) upon any of the properties or assets of the Company or any of its Subsidiaries obligated under or require the consent from, or the giving of notice to, a third party pursuant to (i) the organizational documents of the Company any charter, by-law, indenture or any of its Subsidiaries, other loan document provision or (ii) any other contract, instrument, permit, concessionlicense, franchise, license, loan or credit agreement, note, bond, mortgage, indenture, lease or other property agreement, partnership or joint venture agreement or other legally binding agreement or obligation, whether oral or written (a "Contract"), applicable to the Company or any of its Subsidiaries or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in the following paragraph, any judgmentpermit, order, 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 assetsassets which would be breached or violated, other thanor under which there would be a default (with or without notice or lapse of time, in the case of clauses (ii) and (iiior both), or under which there would arise a right of termination, cancellation, modification or acceleration of any such conflictsobligation or the loss of a material benefit, violations or defaults that would not, individually or in the aggregate, have a Material Adverse Effect on the Company, or those rights that if exercised, Liens that if imposed, consents that if not obtained or notices that if not given would not, individually or in the aggregate, have a Material Adverse Effect on the Company. For purposes of by its executing and carrying out this Agreement, "Lien" shall mean. Except as disclosed in Section 6.4 of the Company Disclosure Schedule or, with respect to any assetthe Merger or the transactions contemplated thereby, in connection, or in compliance, with the provisions of the Securities Act, the Exchange Act, and the corporation, securities or blue sky laws or regulations of the various states, no filing or registration with, or authorization, consent or approval of, any imperfection public body or authority is necessary for the consummation by the Company of titlethe Merger or the other transactions contemplated hereby, lienother than filings, leaseregistrations, pledgeauthorizations, encumbranceconsents or approvals the failure of which to make or obtain has not had, mortgageor would not reasonably be expected to have, claima Company Material Adverse Effect or prevent the consummation of the transactions contemplated hereby, option, voting trust, preemptive right, attachment, encroachment or other charge or security interest in or on such assetincluding the Merger.

Authority Relative to this Agreement. Subject to the receipt of the Company Shareholder Approval, the Company and Merger Sub (together, the “Company Parties”) each have or will have all requisite corporate or other organizational power and authority to: (a) The execute, deliver and perform this Agreement and the other Transaction Agreements to which such Group Company is or will as of the Closing be a party, and each ancillary document that such Company Party has all necessary corporate power and authority executed or delivered or is to execute and or deliver pursuant to this Agreement and, except for prior to the approval of this Agreement by Closing; (b) carry out such Company Party’s obligations hereunder and thereunder and (c) consummate the shareholders Transactions. Subject to the receipt of the CompanyCompany Shareholder Approval, to consummate the transactions contemplated hereby. The execution and delivery by the Company Parties of this Agreement and the consummation other Transaction Agreements to which it is a party (or to which, as of the transactions contemplated hereby Closing, it will be a party) and the consummation by such Company Party of the Transactions have been (or, in the case of any Transaction Agreements entered into after the date of this Agreement, will be upon execution thereof) duly and validly authorized by all requisite action on the part of such Company Party (including (x) with respect to the Company, the approval by the Company Board upon and (y) with respect to Merger Sub, the recommendation approval by the board of directors of Merger Sub and by the Special Committee Company, as the sole stockholder of Merger Sub), and no other corporate proceedings on the part of the any Company or on the part of the shareholders of the Company Party are necessary to authorize this Agreement or to consummate the transactions so contemplated, other than the approval of this Agreement by two-thirds of the issued and outstanding Common Shares of the CompanyTransactions. This Agreement has and the other Transaction Agreements to which any Company Party is a party have been (or, in the case of any Transaction Agreements to be entered into by such Company Party after the date of this Agreement, will be upon execution thereof) duly and validly executed and delivered by such Company Party and, assuming the Companydue authorization, execution and delivery thereof by the other parties thereto, constitute (or, in the case of any Transaction Agreements to be entered into by such Company Party after the date of this Agreement constitutes a valid Agreement, will constitute) the legal and binding agreement obligations of the Companyapplicable Company Party, enforceable against the such Company Party in accordance with its terms. , except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, forbearance or similar laws affecting creditors’ rights generally or by principles governing the availability of equitable remedies (b) Except as set forth regardless of whether enforcement is sought in Section 3.3 of the Disclosure Schedule, the execution and delivery of this Agreement does not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of consent, termination, purchase, cancellation or acceleration of any obligation or to loss of any property, rights or benefits under, result in the imposition of any additional obligation under, or result in the creation of any Lien (as defined herein) upon any of the properties or assets of the Company or any of its Subsidiaries under or require the consent from, or the giving of notice to, a third party pursuant to (i) the organizational documents of the Company or any of its Subsidiaries, (ii) any contract, instrument, permit, concession, franchise, license, loan or credit agreement, note, bond, mortgage, indenture, lease or other property agreement, partnership or joint venture agreement or other legally binding agreement or obligation, whether oral or written (a "Contract"), applicable to the Company or any of its Subsidiaries or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in the following paragraph, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations or defaults that would not, individually proceeding at law or in equity) (the aggregate, have a Material Adverse Effect on the Company, or those rights that if exercised, Liens that if imposed, consents that if not obtained or notices that if not given would not, individually or in the aggregate, have a Material Adverse Effect on the Company. For purposes of this Agreement, "Lien" shall mean, with respect to any asset, any imperfection of title, lien, lease, pledge, encumbrance, mortgage, claim, option, voting trust, preemptive right, attachment, encroachment or other charge or security interest in or on such asset“Enforcement Exceptions”).

Authority Relative to this Agreement. (a) The Company Buyer has all necessary corporate the requisite power and authority to execute and deliver enter into this Agreement and, except for the approval of this Agreement by the shareholders of the Company, and to consummate the transactions contemplated herebycarry out its obligations hereunder. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by Registration Rights Agreement between the Company Board upon the recommendation of the Special Committee and no other corporate proceedings Buyer to be entered into on the part Closing Date (the "Registration Rights Agreement"), substantially in the form of the Company or on the part of the shareholders of the Company are necessary to authorize this Agreement or to consummate the transactions so contemplated, other than the approval of this Agreement by two-thirds of the issued and outstanding Common Shares of the Company. This Agreement has been duly and validly executed and delivered by the Company, and this Agreement constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms. (b) Except as set forth in Section 3.3 of the Disclosure Schedule, the execution and delivery of this Agreement does notExhibit C attached hereto, and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary actions on the part of Buyer. This Agreement and the Registration Rights Agreement, upon its execution, each constitute a valid and binding obligation of Buyer, 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 court before which any proceeding therefor may be brought. No other proceedings on the part of Buyer are necessary to authorize this Agreement or the Registration Rights Agreement and compliance with the provisions of this Agreement will nottransactions contemplated hereby and thereby. Buyer is not subject to or obligated under (i) any operating agreement, conflict withindenture or other loan document provision or (ii) any other contract, license, franchise, permit, order, decree, concession, lease, instrument, judgment, statute, law, ordinance, rule or regulation applicable to Buyer or its properties or assets, that would be breached or violated, or result in any violation of, or under which there would be a default (with or without notice or lapse of time, or both) under), or give rise to under which there would arise a right of consent, termination, purchase, cancellation or acceleration of any obligation or to the loss of any propertya material benefit, rights or benefits under, result in the imposition of any additional obligation under, or result in the creation of any Lien (as defined herein) upon any of the properties or assets of the Company or any of by its Subsidiaries under or require the consent from, or the giving of notice to, a third party pursuant to (i) the organizational documents of the Company or any of its Subsidiaries, (ii) any contract, instrument, permit, concession, franchise, license, loan or credit agreement, note, bond, mortgage, indenture, lease or other property agreement, partnership or joint venture agreement or other legally binding agreement or obligation, whether oral or written (a "Contract"), applicable to the Company or any of its Subsidiaries or their respective properties or assets or (iii) subject to the governmental filings executing and other matters referred to in the following paragraph, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries or their respective properties or assets, carrying out this Agreement other than, in the case of clauses clause (ii) and only, (iii)A) any breaches, any such conflictsviolations, violations defaults, terminations, cancellations, accelerations or defaults that would notlosses which, individually either singly or in the aggregate, will not have a Buyer 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. Except as disclosed in Section 2.2 of the Buyer Disclosure Schedule or, in connection, or those rights that if exercisedin compliance, Liens that if imposedwith the provisions of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the corporation, securities or blue sky laws or regulations of the various states, no filing or registration with, or authorization, consent or approval of, any public body or authority is necessary for the consummation by Buyer of the transactions contemplated by this Agreement, other than filings, registrations, authorizations, consents that if or approvals the failure of which to make or obtain would not obtained or notices that if not given would not, individually or in the aggregate, reasonably be expected to have a Buyer Material Adverse Effect on or prevent the Company. For purposes consummation of this Agreement, "Lien" shall mean, with respect to any asset, any imperfection of title, lien, lease, pledge, encumbrance, mortgage, claim, option, voting trust, preemptive right, attachment, encroachment or other charge or security interest in or on such assetthe transactions contemplated hereby.

Authority Relative to this Agreement. (a) The Company has all necessary the requisite corporate power and authority to execute and deliver this Agreement and, except for the approval of this Agreement by the shareholders of the Company, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Company Board upon the recommendation of the Special Committee and no other corporate proceedings on the part of the Company or on the part of the shareholders of the Company are necessary to authorize this Agreement or to consummate the transactions so contemplated, contemplated (other than the approval of this Agreement by two-thirds of the issued and outstanding Common Shares shareholders of the Company, to the extent required by applicable law). This Agreement has been duly and validly executed and delivered by the Company, and, assuming this Agreement constitutes a valid and binding obligation of FSI, this Agreement constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms. (b) Except as set forth in Section 3.3 3.03 of the Company Disclosure Schedule, the execution and delivery of this Agreement does not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of consent, termination, purchase, cancellation or acceleration of any obligation or to loss of any property, rights or benefits under, or result in the imposition of any additional obligation under, or result in the creation of any Lien (as defined herein) upon any of the properties or assets of the Company or any of its Subsidiaries under or require the consent fromsubsidiaries under, or the giving of notice to, a third party pursuant to (i) the organizational documents of the Company or any of its Subsidiariessubsidiaries, (ii) any contract, instrument, permit, concession, franchise, license, loan or credit agreement, note, bond, mortgage, indenture, lease or other property agreement, partnership or joint venture agreement or other legally binding agreement or obligationagreement, whether oral or written (a "Contract"), applicable to the Company or any of its Subsidiaries subsidiaries or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in the following paragraph, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations violations, defaults, rights or defaults Liens that would not, individually or in the aggregate, aggregate would not have a Material Adverse Effect on the CompanyEffect. (c) Other than in connection with, or those rights that if exercisedin compliance with, Liens that if imposedthe provisions of the DGCL with respect to the trans- actions contemplated hereby, the Exchange Act, the securities laws of the various states and the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), no authorization, consent or approval of, or filing with, any Governmental Entity (as hereinafter defined) is necessary for the consummation by the Company of the transactions contemplated by this Agreement other than authorizations, consents that if not obtained and approvals the failure to obtain, or notices that if not given filings the failure to make, which would not, individually or in the aggregate, have a Material Adverse Effect on the Company. For purposes of As used in this Agreement, the term "LienGovernmental Entity" shall meanmeans any government or subdivision thereof, with respect to domestic, foreign or supranational or any assetadministrative, any imperfection of titlegovernmental or regulatory authority, lienagency, leasecommission, pledgetribunal or body, encumbrancedomestic, mortgage, claim, option, voting trust, preemptive right, attachment, encroachment foreign or other charge or security interest in or on such assetsupranational.

Authority Relative to this Agreement. (a) The Company Buyer has all necessary corporate the requisite power and authority to execute and deliver enter into this Agreement and, except for the approval of this Agreement by the shareholders of the Company, and to consummate the transactions contemplated herebycarry out its obligations hereunder. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by Registration Rights Agreement between the Company Board upon the recommendation of the Special Committee and no other corporate proceedings Buyer to be entered into on the part Closing Date (the "Registration Rights Agreement"), substantially in the form of the Company or on the part of the shareholders of the Company are necessary to authorize this Agreement or to consummate the transactions so contemplated, other than the approval of this Agreement by two-thirds of the issued and outstanding Common Shares of the Company. This Agreement has been duly and validly executed and delivered by the Company, and this Agreement constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms. (b) Except as set forth in Section 3.3 of the Disclosure Schedule, the execution and delivery of this Agreement does notExhibit C attached hereto, and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary actions on the part of Buyer. This Agreement and the Registration Rights Agreement, upon its execution, each constitute a valid and binding obligation of Buyer, 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 court before which any proceeding therefor may be brought. No other proceedings on the part of Buyer are necessary to authorize this Agreement or the Registration Rights Agreement and compliance with the provisions of this Agreement will nottransactions contemplated hereby and thereby. Buyer is not subject to or obligated under (i) any operating agreement, conflict withindenture or other loan document provision or (ii) any other contract, license, franchise, permit, order, decree, concession, lease, instrument, judgment, statute, law, ordinance, rule or regulation applicable to Buyer or its properties or assets, that would be breached or violated, or result in any violation of, or under which there would be a default (with or without notice or lapse of time, or both) under), or give rise to under which there would arise a right of consent, termination, purchase, cancellation or acceleration of any obligation or to the loss of any propertya material benefit, rights or benefits under, result in the imposition of any additional obligation under, or result in the creation of any Lien (as defined herein) upon any of the properties or assets of the Company or any of by its Subsidiaries under or require the consent from, or the giving of notice to, a third party pursuant to (i) the organizational documents of the Company or any of its Subsidiaries, (ii) any contract, instrument, permit, concession, franchise, license, loan or credit agreement, note, bond, mortgage, indenture, lease or other property agreement, partnership or joint venture agreement or other legally binding agreement or obligation, whether oral or written (a "Contract"), applicable to the Company or any of its Subsidiaries or their respective properties or assets or (iii) subject to the governmental filings executing and other matters referred to in the following paragraph, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries or their respective properties or assets, carrying out this Agreement other than, in the case of clauses clause (ii) and only, (iii)A) any breaches, any such conflictsviolations, violations defaults, terminations, cancellations, accelerations or defaults that would notlosses which, individually either singly or in the aggregate, will not have a Buyer 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. Except as disclosed in Section 2.2 of the Buyer Disclosure Schedule or, in connection, or those rights that if exercised, Liens that if imposed, consents that if not obtained or notices that if not given would not, individually or in the aggregate, have a Material Adverse Effect on the Company. For purposes of this Agreement, "Lien" shall meancompliance, with respect to any assetthe provisions of the Xxxx- Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, any imperfection as amended (the "HSR Act"), the Securities Act of title1933, lienas amended (the "Securities Act"), leasethe Securities Exchange Act of 1934, pledgeas amended (the "Exchange Act"), encumbranceand the corporation, mortgagesecurities or blue sky laws or regulations of the various states, claimno filing or registration with, optionor authorization, voting trustconsent or approval of, preemptive right, attachment, encroachment or other charge or security interest in or on such asset.any

Authority Relative to this Agreement. (a) The Company has all necessary the requisite corporate power and authority to execute and deliver enter into this Agreement and, except for the approval of this Agreement by the shareholders of the Company, and to consummate the transactions contemplated herebyperform its obligations hereunder. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby by this Agreement have been duly and validly authorized by the Company Board upon the recommendation of the Special Committee Directors and no other corporate proceedings on the part of the Company or on the part of the shareholders of the Company are necessary to authorize this Agreement or to consummate and the transactions so contemplated, contemplated hereby other than the Shareholders' approval of this Agreement by two-thirds of the issued and outstanding Common Shares of the Company. contemplated in Schedule C. This Agreement has been duly and validly executed and delivered by the Company, Company and this Agreement constitutes a valid and binding agreement obligation of the Company, enforceable by BCE against the Company in accordance with its terms. (b) Except , except as set forth 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 Section 3.3 the discretion of the Disclosure Schedule, the a court of competent jurisdiction. The execution and delivery by the Company of this Agreement does not, and the consummation performance by it of its obligations hereunder and the completion of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement Offer, after obtaining any necessary regulatory approvals, will not: (a) violate, conflict with, with or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of consent, termination, purchase, cancellation or acceleration breach of any obligation or to loss of any property, rights or benefits under, result in the imposition of any additional obligation under, or result in the creation of any Lien (as defined herein) upon any of the properties or assets of the Company or any of its Subsidiaries under or require the consent from, or the giving of notice to, a third party pursuant to provision of: (i) the organizational constating documents of the Company or any of its Subsidiaries, subsidiaries; (ii) any agreement, contract, indenture, deed of trust, mortgage, bond, instrument, permit, concession, franchise, license, loan franchise or credit agreement, note, bond, mortgage, indenture, lease or other property agreement, partnership or joint venture agreement or other legally binding agreement or obligation, whether oral or written (a "Contract"), applicable permit to the Company which it or any of its Subsidiaries subsidiaries is a party or their respective properties by which it or assets any of its subsidiaries is bound; or (iii) subject to the governmental filings and other matters referred to in the following paragraphany law, any judgmentregulation, order, decree, statute, law, ordinance, rule judgment or regulation applicable decree to the Company which it or any of its Subsidiaries subsidiaries is subject or their respective properties by which it or assetsany 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 assets or the assets of any of its subsidiaries, other than, in the case of clauses (ii) and (iii), than any such violations, conflicts, violations breaches, rights or defaults that would encumbrances, charges or liens which will not, individually or in the aggregate, have a Company Material Adverse Effect on or prevent or materially delay the Company, or those rights that if exercised, Liens that if imposed, consents that if not obtained or notices that if not given would not, individually or in consummation of the aggregate, have a Material Adverse Effect on the Company. For purposes of transactions contemplated by this Agreement, "Lien" shall mean, with respect to any asset, any imperfection of title, lien, lease, pledge, encumbrance, mortgage, claim, option, voting trust, preemptive right, attachment, encroachment or other charge or security interest in or on such asset.

Authority Relative to this Agreement. (a) The Company has all necessary the corporate power and authority to execute and deliver enter into this Agreement and the Registration Rights Agreement and to issue the Warrant and, except for the subject to approval of this Agreement the Company Voting Matters by the shareholders holders of the CompanyCompany Common Stock, to consummate the transactions contemplated herebycarry out its obligations hereunder and thereunder. The execution and delivery of this Agreement, the Registration Rights Agreement and the Warrant and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by the Company Company's Board upon of Directors. Each of this Agreement, the recommendation Registration Rights Agreement (when executed) and the Warrant (when issued) constitutes a valid and binding obligation of the Special Committee Company 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 court before which any proceeding therefor may be brought. Except for the approval of the holders of Company Common Stock described in Section 5.3, no other corporate proceedings on the part of the Company or on the part of the shareholders of the Company are necessary to authorize this Agreement, the Registration Rights Agreement or to consummate and the Warrant and the transactions so contemplated, other than the approval of this Agreement by two-thirds of the issued contemplated hereby and outstanding Common Shares of the Companythereby. This Agreement has been duly and validly executed and delivered by the Company, and this Agreement constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms. (b) Except as set forth in Section 3.3 3.4 of the Company Disclosure Schedule, the execution and delivery of this Agreement does not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of consent, termination, purchase, cancellation or acceleration of any obligation or to loss of any property, rights or benefits under, result in the imposition of any additional obligation under, or result in the creation of any Lien (as defined herein) upon any of the properties or assets of neither the Company nor any subsidiary is subject to or any of its Subsidiaries obligated under or require the consent from, or the giving of notice to, a third party pursuant to (i) the organizational documents of the Company any charter, by-law, indenture or any of its Subsidiaries, other loan document provision or (ii) any other contract, instrument, permit, concessionlicense, franchise, license, loan or credit agreement, note, bond, mortgage, indenture, lease or other property agreement, partnership or joint venture agreement or other legally binding agreement or obligation, whether oral or written (a "Contract"), applicable to the Company or any of its Subsidiaries or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in the following paragraph, any judgmentpermit, order, decree, concession, lease, instrument, judgment, statute, law, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries subsidiaries or their respective properties or assets, that would be breached or violated, or 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, cancellation or acceleration of any obligation or the loss of a material benefit, or a right to receive a severance or other thansimilar payment, by its executing and carrying out this Agreement and the transactions contemplated herein, except, in the case of clauses clause (ii) and (iii), any where such conflictsbreach, violations violation or defaults that default would notnot reasonably be expected to have a Company Material Adverse Effect. Except as disclosed in Section 3.4 of the Company Disclosure Schedule or, individually in connection, or in compliance, with the aggregateprovisions of the HSR Act, the Securities Act, the Exchange Act, and the corporation, securities or blue sky laws or regulations of the various states, no filing or registration with, or authorization, consent or approval of, any public body or authority is necessary for the consummation by the Company of the transactions contemplated hereby, except where the failure to so file or register or to receive an authorization, consent or approval would not reasonably be expected to have a Company Material Adverse Effect on the Company, or those rights that if exercised, Liens that if imposed, consents that if not obtained or notices that if not given would not, individually or in the aggregate, have a Material Adverse Effect on the Company. For purposes of this Agreement, "Lien" shall mean, with respect to any asset, any imperfection of title, lien, lease, pledge, encumbrance, mortgage, claim, option, voting trust, preemptive right, attachment, encroachment or other charge or security interest in or on such assetEffect.

Authority Relative to this Agreement. (a) The Company has all necessary the requisite corporate power and authority to execute enter into this Agreement, to perform its obligations hereunder and deliver this Agreement and, except for the approval of this Agreement by the shareholders of the Company, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Company and the consummation by Company of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors of Company Board upon the recommendation of the Special Committee and no other corporate proceedings on the part of the Company or on the part of the shareholders of the Company are necessary to authorize this Agreement or to consummate and the transactions so contemplatedcontemplated hereby, other than the approval except for any required adoption of this Agreement by two-thirds Company’s stockholders as set forth in Section 4.25 of the issued and outstanding Common Shares of the Companythis Agreement. This Agreement has been duly and validly executed and delivered by the Company, Company and this Agreement constitutes a valid and binding agreement obligation of the Company, enforceable against the Company in accordance with its terms. (b) . Except as set forth in Section 3.3 4.04 of the Company Disclosure Schedule, the execution and delivery neither Company nor any Company Subsidiary is subject to or obligated under any provision of this Agreement does not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of consent, termination, purchase, cancellation or acceleration of any obligation or to loss of any property, rights or benefits under, result in the imposition of any additional obligation under, or result in the creation of any Lien (as defined herein) upon any of the properties or assets of the Company or any of its Subsidiaries under or require the consent from, or the giving of notice to, a third party pursuant to (i) the its respective certificate of incorporation or bylaws or other organizational documents of the Company or any of its Subsidiariesdocument, (ii) any contract, instrument, permit, concession, franchise, license, loan Contract (excluding all arrangements which are terminable upon 90 days or credit agreement, note, bond, mortgage, indenture, lease less notice without premium or other property agreement, partnership penalty or joint venture agreement arrangements involving not more than $100,000 per fiscal year in payments expected to be paid or other legally binding agreement or obligation, whether oral or written (a "Contract"), applicable to the received by Company or any of its Subsidiaries or their respective properties or assets or Company Subsidiary), (iii) subject to the governmental filings and other matters referred to any Permit, or (iv) any Law or Governmental Order which would be breached, violated or defaulted (with or without due notice or lapse of time or both) or in the following paragraph, respect of which a right of termination or acceleration or a loss of a material benefit or any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or Encumbrance on any of its Subsidiaries assets would be created or their respective properties or assetssuffered by Company’s execution and performance of this Agreement, other than, in the case of except (as to clauses (ii) and ), (iii)) or (iv) above) where such breach, any such conflictsviolation, violations right of termination or defaults that would notacceleration, or Encumbrance, individually or in the aggregate, have would not have, or would not be reasonably likely to have, a Company Material Adverse Effect on 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 those rights that if exercisedsimilar statute or regulation applies or purports to apply to the Merger, Liens that if imposedthis Agreement or any of the transactions contemplated hereby, consents that if other than the provisions of Section 203 of the DGCL. By virtue of resolutions adopted by Company’s Board of Directors, the Merger, this Agreement and the transactions contemplated hereby will not obtained be subject to the restrictions on “business combinations” (as defined in Section 203 of the DGCL) or notices that if not given would not, individually or in the aggregate, have a Material Adverse Effect on the Company. For purposes of this Rights Agreement, "Lien" shall mean, with respect to any asset, any imperfection of title, lien, lease, pledge, encumbrance, mortgage, claim, option, voting trust, preemptive right, attachment, encroachment or other charge or security interest in or on such asset.

Authority Relative to this Agreement. (a) The Company Each of Endeavor and the ------------------------------------ Sellers has all necessary the requisite corporate power and authority to execute and deliver enter into this Agreement and, except for the approval of this Agreement by the shareholders of the Company, and to consummate the transactions contemplated herebyperform its obligations hereunder. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the Company Board upon part of each of Endeavor and the recommendation of the Special Committee Sellers, and no other corporate proceedings on the part of the Company Endeavor or on the part of the shareholders of the Company either Seller are necessary to authorize this Agreement or to consummate and the transactions so contemplated, other than the approval of this Agreement by two-thirds of the issued and outstanding Common Shares of the Companycontemplated hereby. This Agreement has been duly and validly executed and delivered by each of Endeavor and the CompanySellers and constitutes the legal, and this Agreement constitutes a valid and binding agreement obligation of the Companyeach of such entities, enforceable against the Company in accordance with its terms. (b) . Except as set forth in Section 3.3 of the Disclosure ScheduleLetter, or, solely with respect to the execution and delivery Sirrom Indebtedness, as may have been waived, none of this Agreement does notEndeavor or the Sellers is subject to or obligated under any provision of (a) its respective Articles of Incorporation or Bylaws, and the consummation of the transactions contemplated (b) any contract to which it is a party or by this Agreement and compliance with the provisions of this Agreement will notwhich it is bound, conflict with(c) any license, franchise or permit, or result in (d) any violation oflaw, regulation, order, judgment or default decree, which would be breached, violated or defaulted (with or without due notice or lapse of time, time or both) under, or give rise to in respect of which a right of consent, termination, purchase, cancellation termination or acceleration of any obligation or to a loss of a material benefit or any property, rights or benefits under, result in the imposition of any additional obligation under, or result in the creation of any Lien (as defined herein) upon any of the properties or assets of the Company or encumbrance on any of its Subsidiaries under assets would be created or require the consent fromsuffered by its execution and performance of this Agreement, except (as to clauses (b), (c) or (d) above) where such breach, violation, right of termination or acceleration, or the giving of notice to, a third party pursuant to (i) the organizational documents of the Company or any of its Subsidiaries, (ii) any contract, instrument, permit, concession, franchise, license, loan or credit agreement, note, bond, mortgage, indenture, lease or other property agreement, partnership or joint venture agreement or other legally binding agreement or obligation, whether oral or written (a "Contract"), applicable to the Company or any of its Subsidiaries or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in the following paragraph, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations or defaults that would 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 or prevent or materially delay Endeavor or either Seller from performing its obligations under this Agreement. Schedule 3.2, attached hereto and made a part hereof, lists all of the Company------------ contracts, agreements, covenants, options, leases, guaranties and other similar arrangements (whether oral or those rights that if exercisedwritten) which require the consent of any party thereto or any other third party, Liens that if imposed, consents that if not obtained or notices that if not given would not, individually or in to assign such contracts to Purchaser pursuant to the aggregate, have a Material Adverse Effect on the Company. For purposes terms of this Agreement, "Lien" shall mean, with respect to any asset, any imperfection of title, lien, lease, pledge, encumbrance, mortgage, claim, option, voting trust, preemptive right, attachment, encroachment or other charge or security interest in or on such asset.

Authority Relative to this Agreement. (a) The Company and each of its ------------------------------------ Subsidiaries has all necessary the corporate power and authority to execute and deliver enter into this Agreement and, except for the approval and each other Transaction Document to which Company or any of this Agreement by the shareholders of the Company, its Subsidiaries is a party and to consummate the transactions contemplated herebycarry out their obligations hereunder and thereunder. The execution and delivery of this Agreement the Transaction Documents to which Company or any of its Subsidiaries is a party and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by the Board of Directors of Company. Each Transaction Document to which Company Board upon or any of its Subsidiaries is a party constitutes a valid and binding obligation of Company or such Subsidiary enforceable against Company or such Subsidiary in accordance with its terms except as enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the recommendation enforcement of creditors' rights generally and except that the liability of equitable remedies, including specific performance, is subject to the discretion of the Special Committee and court before which any proceeding therefor may be brought. No other corporate proceedings on the part of Company or any of its Subsidiaries are necessary to authorize the Transaction Documents to which Company or any of its Subsidiaries is a party and, other than the Company Shareholder Approval, no other corporate proceedings on the part of the Company or on the part of the shareholders of the Company are necessary to authorize this Agreement or to consummate necessary, the transactions so contemplated, other than the approval of this Agreement by two-thirds of the issued and outstanding Common Shares of the Companycontemplated hereby or thereby. This Agreement has been duly and validly executed and delivered by the Company, and this Agreement constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms. (b) Except as set forth in Section 3.3 3.4 of the Company Disclosure Schedule, the execution neither Company nor any ----------- of its Subsidiaries is subject to or obligated under (a) any charter, bylaw, indenture or other loan or credit document or (b) any other contract (other than Options and delivery Warrants), license, franchise, permit, order, decree, concession, lease, instrument or judgment or any statute, law, ordinance, rule or regulation applicable to Company or any of this Agreement does not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement will not, conflict withits Subsidiaries or their respective properties or assets which would be breached or violated, or result in any violation of, or under which there would be a default (with or without notice or lapse of time, or both) under), or give rise to under which there would arise a right of consent, termination, purchasecancellation, cancellation modification or acceleration of any obligation obligation, or any right to payment or compensation, or the loss of any propertya material benefit, rights or benefits under, result in by its executing and carrying out the imposition of any additional obligation under, or result in the creation of any Lien (as defined herein) upon any of the properties or assets of the Transaction Documents to which Company or any of its Subsidiaries under or require the consent from, or the giving of notice to, is a third party pursuant to (i) the organizational documents of the Company or any of its Subsidiaries, (ii) any contract, instrument, permit, concession, franchise, license, loan or credit agreement, note, bond, mortgage, indenture, lease or other property agreement, partnership or joint venture agreement or other legally binding agreement or obligation, whether oral or written (a "Contract"), applicable to the Company or any of its Subsidiaries or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in the following paragraph, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries or their respective properties or assetsparty, other than, in the case of clauses clause (iib) and only, (iii)i) any breaches, any such conflictsviolations, violations defaults, terminations, cancellations, modifications, accelerations, rights to payment or defaults that would 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 (ii) the Companylaws and regulations referred to in the next sentence. Except as required by the Securities Act, the Exchange Act, Canadian Governmental Entities (including without limitation Canadian Governmental Entities requiring filings under the Investment Canada Act) and the corporation, securities or blue sky laws or regulations of the various states, no filing or registration with, or those rights that if exercisedauthorization, Liens that if imposedconsent or approval of, any Governmental Entity is necessary for the consummation by Company and its Subsidiaries of the Merger or the other transactions contemplated by the Transaction Documents to which Company or any of its Subsidiaries is a party, other than filings, registrations, authorizations, consents that if or approvals the failure to make or obtain which has not obtained or notices that if had, and would not given would notreasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect on the Company. For purposes of this Agreement, "Lien" shall mean, with respect to any asset, any imperfection of title, lien, lease, pledge, encumbrance, mortgage, claim, option, voting trust, preemptive right, attachment, encroachment or other charge or security interest in or on such assetEffect.

Authority Relative to this Agreement. (a) The Company Primark has all necessary the requisite corporate power and authority to execute enter into each Ancillary Agreement to which Primark is a party and deliver this Agreement and, except for the approval of this Agreement by the shareholders of the Company, to consummate the transactions contemplated herebyperform its obligations thereunder. The execution and delivery by Primark of this each Ancillary Agreement to which Primark is a party and the consummation by Primark of the transactions contemplated thereby shall have been duly authorized by all requisite corporate action on the part of Primark as of the date hereof. Each Ancillary Agreement to which Primark is a party has been duly executed and delivered by Primark and constitutes its valid and binding obligation, enforceable against it in accordance with its terms, except to the extent that its enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization and other laws affecting the enforcement of creditors' rights generally from time to time in effect or by general equitable principles. (b) Neither the execution and delivery by Primark of each Ancillary Agreement to which Primark is a party nor the consummation of the transactions contemplated hereby have been duly and validly authorized thereby nor compliance by the Company Board upon the recommendation Primark with any of the Special Committee and no other corporate proceedings on the part of the Company or on the part of the shareholders of the Company are necessary to authorize this Agreement or to consummate the transactions so contemplated, other than the approval of this Agreement by two-thirds of the issued and outstanding Common Shares of the Company. This Agreement has been duly and validly executed and delivered by the Company, and this Agreement constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms. provisions thereof will (bi) Except as set forth in Section 3.3 of the Disclosure Schedule, the execution and delivery of this Agreement does not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement will notviolate, conflict with, or result in a breach of any violation provision of, or constitute a default (or an event which, with or without notice or lapse of time, time or both, would constitute a default) under, or give rise to result in the termination of, or accelerate the performance required by, or result in a right of consent, termination, purchase, cancellation termination or acceleration of any obligation or to loss of any property, rights or benefits under, result in the imposition of any additional obligation under, or result in the creation of any Lien (as defined herein) Encumbrance upon any of the properties or assets of the Company or Primark under, any of its Subsidiaries under the terms, conditions or require the consent from, or the giving provisions of notice to, a third party pursuant to (ix) the organizational documents Certificate of the Company Incorporation or any Bylaws of its Subsidiaries, Primark or (iiy) any contract, instrument, permit, concession, franchise, license, loan or credit agreement, note, bond, mortgage, indenture, lease or other property agreementdeed of trust, partnership or joint venture license, lease, agreement or other legally binding agreement instrument to which Primark is a party, or obligation, whether oral to which it or written (a "Contract"), applicable to the Company or any of its Subsidiaries or their respective properties or assets may be subject, or (iiiii) subject to compliance with the governmental filings statutes and other matters regulations referred to in the following next paragraph, violate any judgment, ruling, order, writ, injunction, decree, statute, law, ordinance, rule or regulation applicable to the Company Primark or any of its Subsidiaries or their respective properties or assets, other thanexcept, in the case of each of clauses (i) and (ii) and (iii)above, any for such violations, conflicts, violations breaches, defaults, terminations, accelerations or defaults that would notcreations of liens, individually security interests, charges or encumbrances, which, in the aggregate, have would not materially affect the ability of Primark to consummate the transaction contemplated herein. (c) Except for a Material Adverse Effect on the CompanyHart-Xxxxx-Xxxxxx xxxing, other than in connection with any required foreign regulatory approvals, no notice to, filing with, or those rights that if exercisedauthorization, Liens that if imposedconsent or approval of, any domestic or foreign public body or authority is necessary for the consummation by Primark of the transactions contemplated by any Ancillary Agreement to which Primark is a party, except where failure to give such notice, make such filings, or obtain authorizations, consents that if not obtained or notices that if not given would notapprovals would, individually or in the aggregate, have not materially affect the ability of Primark to consummate the transaction contemplated herein. (d) Primark is acquiring the Shares to be acquired by it for its own account for investment and not with a Material Adverse Effect on view to or with any present intention of disposing of all or any part of the CompanyShares, except in a transaction in compliance with U.S. federal securities laws. For purposes Primark has sufficient knowledge and experience in investments and financial affairs to be able to evaluate the merits and risks of this Agreement, "Lien" shall mean, with respect to any asset, any imperfection of title, lien, lease, pledge, encumbrance, mortgage, claim, option, voting trust, preemptive right, attachment, encroachment an investment in the Shares. Primark further represents that no commission or other charge remuneration was paid, directly or security interest indirectly, for soliciting any investment in or on such assetthe Shares.

Authority Relative to this Agreement. (a) The Company Each of WiFiMed and the Merger Sub has all necessary the requisite corporate power and authority to execute and deliver enter into this Agreement and, except for and the approval of this Agreement by other agreements referred to herein (the shareholders of the Company, "Ancillary Agreements") and to consummate the transactions contemplated herebycarry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and the Ancillary Agreements by WiFiMed and the Merger Sub and the consummation by WiFiMed and the Merger Sub of the transactions contemplated hereby and thereby have been duly and validly authorized by WiFiMed and the Company Board upon the recommendation of the Special Committee Merger Sub, and no other corporate proceedings proceedings, including, without limitation, any authorization by the shareholders of WiFiMed, on the part of WiFiMed or the Company or on the part of the shareholders of the Company Merger Sub are necessary to authorize this Agreement Agreement, the Ancillary Agreements or to consummate the transactions so contemplated, other than the approval of this Agreement by two-thirds of the issued and outstanding Common Shares of the Companysuch transactions. This Agreement has and the Ancillary Agreements have each been duly and validly executed and delivered by WiFiMed and the Company, Merger Sub and this Agreement each such agreement constitutes a valid and binding agreement obligation of the Companyeach such entity, enforceable against the Company in accordance with 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. Neither WiFiMed nor the Merger Sub is subject to, or obligated under, any provision of (a) its Articles of Incorporation, or its Bylaws, (b) Except as set forth any agreement, arrangement or understanding, (c) any license, franchise or permit or (d) any law, regulation, order, judgment or decree, which would be breached, or violated, or in Section 3.3 respect of the Disclosure Schedulewhich a right of termination or acceleration would arise or any encumbrance on any of its or any of its subsidiaries' assets would be created, the execution by its execution, delivery and delivery performance of this Agreement does not, or Ancillary Agreements and the consummation by it of the transactions contemplated hereby 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, which WiFiMed 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 Merger Sub of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of consent, termination, purchase, cancellation or acceleration of any obligation or to loss of any property, rights or benefits under, result in the imposition of any additional obligation under, or result in the creation of any Lien (as defined herein) upon any of the properties or assets of the Company or any of its Subsidiaries under or require the consent from, or the giving of notice to, a third party pursuant to (i) the organizational documents of the Company or any of its Subsidiaries, (ii) any contract, instrument, permit, concession, franchise, license, loan or credit agreement, note, bond, mortgage, indenture, lease or other property agreement, partnership or joint venture agreement or other legally binding agreement or obligation, whether oral or written (a "Contract"), applicable to the Company or any of its Subsidiaries or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in the following paragraph, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations or defaults that would not, individually or in the aggregate, have a Material Adverse Effect on the Company, or those rights that if exercised, Liens that if imposed, consents that if not obtained or notices that if not given would not, individually or in the aggregate, have a Material Adverse Effect on the Company. For purposes of this Agreement, "Lien" shall mean, with respect to any asset, any imperfection of title, lien, lease, pledge, encumbrance, mortgage, claim, option, voting trust, preemptive right, attachment, encroachment or other charge or security interest in or on such assetAncillary Agreements.

Authority Relative to this Agreement. (a) The Company Each of Parent and Merger Sub has all necessary the requisite corporate power and authority to execute and deliver enter into this Agreement and, except for the approval of this Agreement by the shareholders of the Company, and to consummate the transactions contemplated herebycarry out its obligations hereunder. The execution and delivery of this Agreement by Parent and Merger Sub, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby herein have been duly and validly authorized by the Company Board upon the recommendation respective boards of the Special Committee directors of Parent and Merger Sub, and no other corporate proceedings on the part of the Company Parent or on the part any of the shareholders of the Company Parent Subsidiaries are necessary to authorize the execution and delivery of this Agreement or to consummate Agreement, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the transactions so contemplated, other than the approval of this Agreement by two-thirds of the issued and outstanding Common Shares of the Companycontemplated hereby. This Agreement has been duly and validly executed and delivered by the Company, Parent and this Agreement Merger Sub and constitutes a valid and binding agreement obligation of the CompanyParent and Merger Sub, enforceable against the Company in accordance with its terms, except to the extent that its enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization or other laws affecting the enforcement of creditors' rights generally or by general equitable principles. (b) Except as set forth in Section 3.3 SECTION 4.2(B) of the Parent Disclosure ScheduleLetter, neither the execution and delivery of this Agreement does notby Parent or Merger Sub, and nor the consummation by Parent or Merger Sub of the transactions contemplated herein nor compliance by this Agreement and compliance Parent or Merger Sub with any of the provisions hereof will (i) conflict with or result in any breach of this Agreement will notthe Certificate or Articles of Incorporation or bylaws of Parent or any of the Parent Subsidiaries or (ii) result in a violation or breach of any provisions of, conflict withor constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in any violation the termination of, or default (with or without notice or lapse of timeaccelerate the performance required by, or both) under, or give rise to result in a right of consent, termination, purchase, cancellation termination or acceleration of any obligation or to loss of any property, rights or benefits under, result in the imposition of any additional obligation under, or result in the creation of any Lien (as defined herein) lien, security interest, charge or encumbrance upon any of the properties or assets of the Company Parent or any of its the Parent Subsidiaries under or require the consent fromunder, or the giving of notice to, a third party pursuant to (i) the organizational documents any of the Company terms, conditions or provisions of any of its Subsidiaries, (ii) any contract, instrument, permit, concession, franchise, license, loan or credit agreement, note, bond, mortgage, indenture, lease or other property agreementdeed of trust, partnership or joint venture license, contract, lease, agreement or other legally binding agreement instrument or obligation, whether oral or written (a "Contract"), applicable obligation of any kind to the Company which Parent or any of its the Parent Subsidiaries is a party or by which Parent or any of the Parent Subsidiaries or any of their respective properties or assets may be bound or (iii) subject to compliance with the governmental filings statutes and other matters regulations referred to in the following paragraphSUBSECTION (C) below, violate any judgment, ruling, order, writ, injunction, decree, statute, law, ordinance, rule or regulation applicable to the Company Parent or any of its the Parent Subsidiaries or any of their respective properties or assetsassets other than any such event described in items (i), other than, in the case of clauses (ii) and or (iii), any such conflicts, violations ) which would not (x) prevent the consummation of the transactions contemplated hereby or defaults that would not, individually or in the aggregate, (y) have a Parent Material Adverse Effect on Effect. (c) Except for compliance with the Companyprovisions of the Delaware Law, the HSR Act, the `33 Act, the `34 Act, the rules and regulations of the New York Stock Exchange and the "blue sky" laws of various states, no action by any governmental authority is necessary for Parent's or those rights that if exercised, Liens that if imposed, consents that if Merger Sub's execution and delivery of this Agreement or the consummation by Parent or Merger Sub of the transactions contemplated hereby except where the failure to obtain or take such action would not obtained (i) prevent the consummation of the transactions contemplated hereby or notices that if not given would not, individually or in the aggregate, (ii) have a Parent Material Adverse Effect on the Company. For purposes of this Agreement, "Lien" shall mean, with respect to any asset, any imperfection of title, lien, lease, pledge, encumbrance, mortgage, claim, option, voting trust, preemptive right, attachment, encroachment or other charge or security interest in or on such assetEffect.

Authority Relative to this Agreement. (a) The Company has all necessary ------------------------------------ the requisite corporate power and authority to execute and deliver enter into this Agreement and, except for the subject to approval of this Agreement by the shareholders holders of a majority of the Companyoutstanding shares of the Company Common Stock, the corporate power and authority to consummate the transactions contemplated herebycarry out its obligations hereunder. The execution and delivery of this Agreement by the Company and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Company Board upon the recommendation of the Special Committee and no other all necessary corporate proceedings action on the part of the Company or on the part of the shareholders of the Company are necessary to authorize this Agreement or to consummate the transactions so contemplated, other than (except for the approval of this Agreement by two-thirds the holders of a majority of the issued and outstanding shares of Company Common Shares of the CompanyStock). This Agreement has been duly and validly executed and delivered by the CompanyCompany and, and this Agreement constitutes a valid and binding agreement of assuming the Companydue authorization, enforceable against the Company in accordance with its terms. (b) Except as set forth in Section 3.3 of the Disclosure Schedule, the execution and delivery of this Agreement does notby Sub and JEDI, this Agreement constitutes a legal, valid and binding obligation of the Company 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 court before which any proceeding therefor may be brought. Except as set forth in Schedule 7.4 of the Company Disclosure Schedule, neither the execution, delivery and performance of this Agreement nor the consummation of the transactions contemplated by this Agreement and compliance hereby will (i) conflict with or violate the provisions Certificate of this Agreement will not, conflict withIncorporation or By-laws of the Company or any of its Subsidiaries, or (ii) result in any violation of, breach or constitute a default (with or without notice or lapse of time, or both) under, or give rise in others to a right any rights of consent, termination, purchase, cancellation or acceleration of any obligation or to loss of any property, rights or benefits under, result in the imposition of any additional obligation underindenture, or result in the creation of any Lien (as defined herein) upon any of the properties or assets of the Company or any of its Subsidiaries under or require the consent from, or the giving of notice to, a third party pursuant to (i) the organizational documents of the Company or any of its Subsidiaries, (ii) any contract, instrumentloan agreement, permit, concessionlicense, franchise, license, loan or credit agreement, note, bond, mortgage, indenture, lease or other property agreement, partnership or joint venture agreement or other legally binding agreement or obligation, whether oral or written (a "Contract"), applicable to the Company or any of its Subsidiaries or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in the following paragraph, any judgmentpermit, order, decree, concession, lease, instrument, judgment, statute, law, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries or its or their respective properties or assets, other than, in the case of clauses clause (ii) and (iii)only, any such conflictsbreaches, defaults, violations or defaults and losses of rights that would not, individually or in the aggregate, have a Company Material Adverse Effect on Effect. Except as disclosed in Schedule 7.4 of the CompanyCompany Disclosure Schedule or, in connection or in compliance with the provisions of the HSR Act, the Exchange Act and the filing and recordation of the Certificate of Merger pursuant to the DGCL, no filing or registration with, or those rights that if exercisedauthorization, Liens that if imposedconsent or approval of, consents that if not obtained any governmental or notices that if not given regulatory body or authority or third party is necessary for the consummation by the Company of the Merger or the other transactions contemplated hereby, except where failure to make such filing or registration or obtain such authorization, consent or approval would not, individually or in the aggregate, prevent consummation of the Merger or have a Company Material Adverse Effect on the Company. For purposes of this Agreement, "Lien" shall mean, with respect to any asset, any imperfection of title, lien, lease, pledge, encumbrance, mortgage, claim, option, voting trust, preemptive right, attachment, encroachment or other charge or security interest in or on such assetEffect.

Authority Relative to this Agreement. (a) The Company BCE has all necessary the requisite corporate power and authority to execute and deliver enter into this Agreement and, except for the approval of this Agreement by the shareholders of the Company, and to consummate the transactions contemplated herebyperform its obligations hereunder. The execution and delivery of this Agreement (including any Alternative Transaction) by BCE and the consummation by it of the transactions contemplated hereby by this Agreement have been duly and validly authorized by the Company Board upon the recommendation board of the Special Committee directors of BCE and no other corporate proceedings on the part of the Company or on the part of the shareholders of the Company BCE are necessary to authorize this Agreement or to consummate and the transactions so contemplated, other than the approval of this Agreement by two-thirds of the issued and outstanding Common Shares of the Companycontemplated hereby. This Agreement has been duly and validly executed and delivered by the Company, BCE and this Agreement constitutes a valid and binding agreement obligation of the Companyit, enforceable against by the Company against BCE in accordance with 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. The execution and delivery by BCE 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 BCE; (ii)any agreement, contract, indenture, deed of trust, mortgage, bond, instrument, license, franchise or permit to which BCE is a party or by which it is bound; or (iii) any law, regulation, order, judgment or decree to which BCE is subject or by which it is bound; (b) Except as set forth in Section 3.3 of the Disclosure Schedule, the execution and delivery of this Agreement does not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a any right of consent, termination, purchase, cancellation or acceleration of indebtedness, or cause any obligation indebtedness to come due before its stated maturity, under any such agreement, contract, license, franchise or permit which is material to loss of any property, rights BCE and its subsidiaries taken as a whole; or benefits under, (c) result in the imposition of any additional obligation underencumbrance, charge or result in the creation of any Lien (as defined herein) lien upon any of the properties or assets of the Company BCE or any of its Subsidiaries under or require the consent from, or the giving of notice to, a third party pursuant to (i) the organizational documents of the Company or any of its Subsidiaries, (ii) any contract, instrument, permit, concession, franchise, license, loan or credit agreement, note, bond, mortgage, indenture, lease or other property agreement, partnership or joint venture agreement or other legally binding agreement or obligation, whether oral or written (a "Contract"), applicable to the Company or any of its Subsidiaries or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in the following paragraph, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries or their respective properties or assetssubsidiaries, other than, in the case of clauses (ii) and (iii), than any such violations, conflicts, violations breaches, rights or defaults that would encumbrances, charges or liens which will not, individually or in the aggregate, have a BCE Material Adverse Effect on or prevent or materially delay the Company, or those rights that if exercised, Liens that if imposed, consents that if not obtained or notices that if not given would not, individually or in consummation of the aggregate, have a Material Adverse Effect on the Company. For purposes of transactions contemplated by this Agreement, "Lien" shall mean, with respect to any asset, any imperfection of title, lien, lease, pledge, encumbrance, mortgage, claim, option, voting trust, preemptive right, attachment, encroachment or other charge or security interest in or on such asset.

Authority Relative to this Agreement. (a) The Subject only to the requisite adoption of this Agreement by the stockholders of the Company, the Company has all necessary full corporate power and authority to execute and deliver this Agreement andand the Ancillary Agreements to which the Company is a party, except for to perform its obligations hereunder and thereunder and to consummate the approval transactions contemplated hereby and thereby. The Company’s board of this Agreement by directors has determined the shareholders Merger to be advisable, fair to and in the best interests of the Company and its stockholders, and unanimously (1) determined that the Merger qualifies as an “Offer” as defined in ARTICLE V, Section 1(c) of the Company’s certificate of incorporation; (2) resolved that it is advisable and in the best interests of the Company to suspend and waive the application of clauses (i), (ii) and (iii) of ARTICLE V, Section 1(c) of the Company’s certificate of incorporation in relation to consummate the Merger and the transfer of the shares of Company Capital Stock thereby; and (3) approved this Agreement, the Merger and the other transactions contemplated hereby. The execution and delivery by the Company of this Agreement and the Ancillary Agreements to which the Company is or will become a party and the consummation by the Company of the transactions contemplated hereby and thereby, and the performance by the Company of its obligations hereunder and thereunder, have been duly and validly authorized by all necessary action by the Company Board upon the recommendation board of directors of the Special Committee and Company, and, subject only to the requisite adoption of this Agreement by the stockholders of the Company, no other corporate proceedings action on the part of the Company or on the part of the shareholders of the Company are necessary is required to authorize this Agreement or to consummate the transactions so contemplatedexecution, other than the approval delivery and performance of this Agreement and the Ancillary Agreements to which the Company is or will become a party and the consummation by two-thirds the Company of the issued transactions contemplated hereby and outstanding Common Shares of the Companythereby. This Agreement has and the Ancillary Agreements to which the Company or the Founders is or will become a party, including the Support Agreements and the Share Transfer Documents, have been or, for Ancillary Agreements to be entered into by the Company or the Founders after the date hereof, will be on or before the Effective Time, as applicable, duly and validly executed and delivered by the CompanyCompany and the Founders and, assuming the due authorization, execution and this Agreement delivery hereof (and, in the case of the Ancillary Agreements to which Parent is a party, thereof) by Parent, assuming enforceability against Parent and Merger Sub, each constitutes or will constitute, as applicable, a legal, valid and binding agreement obligation of the CompanyCompany or the Founders, as applicable, enforceable against the Company or the Founders, as applicable, in accordance with its respective terms. (b) Except , except as set forth in Section 3.3 of the Disclosure Scheduleenforceability thereof may be limited by bankruptcy, the execution and delivery of this Agreement does notinsolvency, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement will notfraudulent conveyance, conflict withreorganization, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of consent, termination, purchase, cancellation or acceleration of any obligation or to loss of any property, rights or benefits under, result in the imposition of any additional obligation under, or result in the creation of any Lien (as defined herein) upon any of the properties or assets of the Company or any of its Subsidiaries under or require the consent from, or the giving of notice to, a third party pursuant to (i) the organizational documents of the Company or any of its Subsidiaries, (ii) any contract, instrument, permit, concession, franchise, license, loan or credit agreement, note, bond, mortgage, indenture, lease moratorium or other property agreement, partnership or joint venture agreement or other legally binding agreement or obligation, whether oral or written (a "Contract"), applicable similar Laws relating to the Company or any enforcement of its Subsidiaries or their respective properties or assets or (iii) subject to the governmental filings creditors’ rights generally and other matters referred to in the following paragraph, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any by general principles of its Subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations or defaults that would not, individually or in the aggregate, have a Material Adverse Effect on the Company, or those rights that if exercised, Liens that if imposed, consents that if not obtained or notices that if not given would not, individually or in the aggregate, have a Material Adverse Effect on the Company. For purposes of this Agreement, "Lien" shall mean, with respect to any asset, any imperfection of title, lien, lease, pledge, encumbrance, mortgage, claim, option, voting trust, preemptive right, attachment, encroachment or other charge or security interest in or on such assetequity.

Authority Relative to this Agreement. (a) The Company has all necessary the corporate power and authority to execute and deliver enter into this Agreement and, except for subject to the approval of this Agreement by the shareholders of the CompanyCompany Stockholders' Approval, to consummate the transactions contemplated herebycarry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by the Company Company's Board upon the recommendation of the Special Committee and no other corporate proceedings on the part of the Company or on the part of the shareholders of the Company are necessary to authorize this Agreement or to consummate the transactions so contemplated, other than the approval of this Agreement by two-thirds of the issued and outstanding Common Shares of the CompanyDirectors. This Agreement has been duly and validly executed and delivered by the Company, and this Agreement constitutes a valid and binding agreement obligation of the Company, Company enforceable against the Company in accordance with its terms. (b) Except as set forth in Section 3.3 of the Disclosure Schedule, the execution and delivery of this Agreement does not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement will not, conflict with, . The Company is not subject to or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of consent, termination, purchase, cancellation or acceleration of any obligation or to loss of any property, rights or benefits under, result in the imposition of any additional obligation under, or result in the creation of any Lien (as defined herein) upon any of the properties or assets of the Company or any of its Subsidiaries obligated under or require the consent from, or the giving of notice to, a third party pursuant to (i) the organizational documents of the Company any charter or any of its Subsidiaries, By-law provision or (ii) any indenture or other loan document provision, any other contract, instrument, permit, concessionlicense, franchise, license, loan or credit agreement, note, bond, mortgage, indenture, lease or other property agreement, partnership or joint venture agreement or other legally binding agreement or obligation, whether oral or written (a "Contract"), applicable to the Company or any of its Subsidiaries or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in the following paragraph, any judgmentpermit, order, decree, concession, lease, instrument, judgment, statute, law, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries subsidiaries or their respective properties or assets, which would be breached or violated, or 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, cancellation or acceleration of any obligation or the loss of a material benefit, by its executing and carrying out this Agreement other than, in the case of clauses clause (ii) and only, (iii)A) any breaches, any such conflictsviolations, violations defaults, terminations, cancellations, accelerations or defaults that would notlosses which, individually either singly or in the aggregate, will not have a Company Material Adverse Effect on or prevent the Companyconsummation of the transactions contemplated hereby or thereby and (B) the laws and regulations referred to in the next sentence. Except as disclosed in Schedule 4.4 hereto or in connection, or those rights that if exercisedin compliance, Liens that if imposedwith the provisions of the HSR Act, the Securities Act, the Exchange Act, and the environmental, corporation, securities or blue sky laws or regulations of the various states, no filing or registration with, or authorization, consent or approval of; any public body or authority is necessary for the consummation by the Company of the Merger or the other transactions contemplated by this Agreement, other than filings, registrations, authorizations, consents that if or approvals the failure of which to make or obtain would not obtained or notices that if not given would not, individually or in the aggregate, have a Company Material Adverse Effect on or prevent the Company. For purposes consummation of this Agreement, "Lien" shall mean, with respect to any asset, any imperfection of title, lien, lease, pledge, encumbrance, mortgage, claim, option, voting trust, preemptive right, attachment, encroachment the transactions contemplated hereby or other charge or security interest in or on such assetthereby.

Authority Relative to this Agreement. (a) The Company has all necessary the corporate power and authority to execute and deliver enter into this Agreement and, except for the approval of this Agreement by the shareholders of the Company, and to consummate the transactions contemplated herebycarry out its obligations hereunder. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Company Company's Board upon the recommendation of Directors. This Agreement constitutes a valid and binding obligation of the Special Committee Company 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 court before which any proceeding therefor may be brought. Except for the approval of the holders of a majority of the shares of Company Common Stock, no other corporate proceedings on the part of the Company or on the part of the shareholders of the Company are necessary to authorize this Agreement or to consummate and the transactions so contemplated, other than the approval of this Agreement by two-thirds of the issued and outstanding Common Shares of the Companycontemplated hereby. This Agreement has been duly and validly executed and delivered by the Company, and this Agreement constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms. (b) Except as set forth in Section 3.3 5.4 of the Company Disclosure Schedule, the execution and delivery of this Agreement does not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement will not, conflict with, Company is not subject to or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of consent, termination, purchase, cancellation or acceleration of any obligation or to loss of any property, rights or benefits under, result in the imposition of any additional obligation under, or result in the creation of any Lien (as defined herein) upon any of the properties or assets of the Company or any of its Subsidiaries obligated under or require the consent from, or the giving of notice to, a third party pursuant to (i) the organizational documents of the Company any charter, by-law, indenture or any of its Subsidiaries, other loan document provision or (ii) any other contract, instrument, permit, concessionlicense, franchise, license, loan or credit agreement, note, bond, mortgage, indenture, lease or other property agreement, partnership or joint venture agreement or other legally binding agreement or obligation, whether oral or written (a "Contract"), applicable to the Company or any of its Subsidiaries or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in the following paragraph, any judgmentpermit, order, 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 assetsassets which would be breached or violated, or 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, cancellation, modification or acceleration of any obligation or the loss of a material benefit, by its executing and carrying out this Agreement, other than, in the case of clauses clause (ii) and only, (iii)A) any breaches, any such conflictsviolations, violations defaults, terminations, cancellations, modifications, accelerations or defaults that would notlosses which, individually either singly or in the aggregate, have not had, or would not reasonably be expected to have, a Company Material Adverse Effect on or prevent the Company, or those rights that if exercised, Liens that if imposed, consents that if not obtained or notices that if not given would not, individually or consummation of the transactions contemplated hereby and (B) the laws and regulations referred to in the aggregate, have a Material Adverse Effect on next sentence. Except as disclosed in Section 5.4 of the Company. For purposes of this Agreement, "Lien" shall meanCompany Disclosure Schedule or, with respect to any assetthe Merger or the transactions contemplated thereby, in connection, or in compliance, with the provisions of the HSR Act, the Securities Act, the Exchange Act, and the corporation, securities or blue sky laws or regulations of the various states, no filing or registration with, or authorization, consent or approval of, any imperfection public body or authority is necessary for the consummation by the Company of titlethe Merger or the other transactions contemplated hereby, lienother than filings, leaseregistrations, pledgeauthorizations, encumbranceconsents or approvals the failure of which to make or obtain has not had, mortgageor would not reasonably be expected to have, claim, option, voting trust, preemptive right, attachment, encroachment a Company Material Adverse Effect or other charge or security interest in or on such assetprevent the consummation of the transactions contemplated hereby.

Authority Relative to this Agreement. (a) The Company has all necessary the ------------------------------------ corporate power and authority to execute and deliver enter into this Agreement and, except for the approval of this Agreement by the shareholders of the Company, and to consummate the transactions contemplated herebycarry out its obligations hereunder. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Company Company's Board upon the recommendation of Directors. This Agreement constitutes a valid and binding obligation of the Special Committee Company enforceable 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 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 described in Section 5.4, 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 or on the part of the shareholders of the Company are necessary to authorize this Agreement or to consummate the transactions so contemplated, other than the approval of this Agreement by two-thirds of the issued and outstanding Common Shares of the Companycontemplated hereby. This Agreement has been duly and validly executed and delivered by the Company, and this Agreement constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms. (b) Except as set forth in Section 3.3 7.4 of the Company Disclosure Schedule, the execution and delivery of this Agreement does not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement will not, conflict with, Company is not subject to or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of consent, termination, purchase, cancellation or acceleration of any obligation or to loss of any property, rights or benefits under, result in the imposition of any additional obligation under, or result in the creation of any Lien (as defined herein) upon any of the properties or assets of the Company or any of its Subsidiaries obligated under or require the consent from, or the giving of notice to, a third party pursuant to (i) the organizational documents of the Company any charter, by-law, indenture or any of its Subsidiaries, other loan or credit document provision or (ii) any other contract, instrument, permit, concessionlicense, franchise, license, loan or credit agreement, note, bond, mortgage, indenture, lease or other property agreement, partnership or joint venture agreement or other legally binding agreement or obligation, whether oral or written (a "Contract"), applicable to the Company or any of its Subsidiaries or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in the following paragraph, any judgmentpermit, order, decree, concession, lease, instrument, judgment, statute, law, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries subsidiaries or their respective properties or assetsassets which would be breached or violated, other thanor under which there would be a default (with or without notice or lapse of time, in the case of clauses (ii) and (iiior both), or under which there would arise a right of termination, cancellation, modification or acceleration of any obligation, or any right to payment or compensation, or the loss of a material benefit, by its executing and carrying out this Agreement except for such conflictsbreaches, violations violations, defaults or defaults that arising of such rights which would not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect on material adverse effect. Except as required by the CompanySecurities Act, and the corporation, 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 BCA and the DGCL, no filing or registration with, or those rights that if exercisedauthorization, Liens that if imposedconsent or approval of, consents that if not obtained any Governmental Entity is necessary for the consummation by the Company of the Merger or notices that if not given would not, individually or in the aggregate, have a Material Adverse Effect on the Company. For purposes of other transactions contemplated by this Agreement, "Lien" shall meanother than filings, with respect registrations, *** CONFIDENTIAL TREATMENT REQUESTED. 12 authorizations, consents or approvals the failure to any assetmake or obtain which has not had, any imperfection and would not reasonably be expected to have, a material adverse effect or prevent the consummation of title, lien, lease, pledge, encumbrance, mortgage, claim, option, voting trust, preemptive right, attachment, encroachment or other charge or security interest in or on such assetthe transactions contemplated hereby.

Authority Relative to this Agreement. (a) The Company Each of Parent and the Merger Sub has all necessary the requisite corporate power and authority to execute and deliver enter into this Agreement and, except for the approval of this Agreement by the shareholders of the Company, and to consummate the transactions contemplated herebycarry out its obligations hereunder. The execution and delivery of this Agreement by Parent and the Merger Sub and the consummation by Parent and the Merger Sub of the transactions contemplated hereby have been duly and validly authorized by Parent and by the Company Board upon the recommendation of Directors and sole shareholder of the Special Committee Merger Sub, and no other corporate proceedings on the part of Parent or the Company or on the part of the shareholders of the Company Merger Sub are necessary to authorize this Agreement or to consummate the transactions so contemplated, other than the approval of this Agreement by two-thirds of the issued and outstanding Common Shares of the Companysuch transactions. This Agreement has been duly and validly executed and delivered by the Company, Parent and this Agreement constitutes a valid and binding agreement of the Companyobligation thereof, enforceable against the Company in accordance with 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. Neither Parent nor the Merger Sub is subject to, or obligated under, any provision of (a) their respective Articles of Incorporation or Bylaws, (b) Except as set forth any agreement, arrangement or understanding, (c) any license, franchise or permit or (d) subject to compliance with the statutes referred to in Section 3.3 the next sentence, any law, regulation, order, judgment or decree, which would be breached, or violated, or in respect of the Disclosure Schedulewhich a right of termination or acceleration or any encumbrance on any of its or any of its subsidiaries' assets would be created, the execution by its execution, delivery and delivery performance of this Agreement does not, and the consummation by it of the transactions contemplated hereby, other than any such breaches or violations which will not, individually or in the aggregate, have a material adverse effect on the business, operations or financial condition of Parent and its subsidiaries, taken as a whole. Other than authorizations, consents and approvals of or filings or registrations with the Arizona Law, 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 Merger Sub of the transactions contemplated by this Agreement Agreement, except for such authorizations, consents, approvals and compliance with filings as to which the provisions of this Agreement will not, conflict with, failure to obtain or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of consent, termination, purchase, cancellation or acceleration of any obligation or to loss of any property, rights or benefits under, result in the imposition of any additional obligation under, or result in the creation of any Lien (as defined herein) upon any of the properties or assets of the Company or any of its Subsidiaries under or require the consent from, or the giving of notice to, a third party pursuant to (i) the organizational documents of the Company or any of its Subsidiaries, (ii) any contract, instrument, permit, concession, franchise, license, loan or credit agreement, note, bond, mortgage, indenture, lease or other property agreement, partnership or joint venture agreement or other legally binding agreement or obligation, whether oral or written (a "Contract"), applicable to the Company or any of its Subsidiaries or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in the following paragraph, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations or defaults that make would not, individually or in the aggregate, have a Material Adverse Effect material adverse effect on the Companybusiness, operations or those rights that if exercisedfinancial condition of Parent and its subsidiaries, Liens that if imposed, consents that if not obtained or notices that if not given would not, individually or in the aggregate, have taken as a Material Adverse Effect on the Company. For purposes of this Agreement, "Lien" shall mean, with respect to any asset, any imperfection of title, lien, lease, pledge, encumbrance, mortgage, claim, option, voting trust, preemptive right, attachment, encroachment or other charge or security interest in or on such assetwhole.

Authority Relative to this Agreement. (a) The Company Each of United and Subco has all necessary the requisite corporate power and authority to execute and deliver enter into this Agreement and, except for the approval of this Agreement by the shareholders of the Company, and to consummate the transactions contemplated herebyperform its obligations hereunder. The execution and delivery of this Agreement by United and Subco and the consummation by United and Subco of the transactions contemplated hereby (including the Arrangement) have been duly and validly authorized by the Company Board upon the recommendation respective boards of the Special Committee directors of United and Subco and no other corporate proceedings on the part of the Company United or on the part of the shareholders of the Company Subco are necessary to authorize this Agreement or to consummate and the transactions so contemplated, other than the approval of this Agreement by two-thirds of the issued and outstanding Common Shares of the Company. contemplated hereby. (b) This Agreement has been duly and validly executed and delivered by the Companyeach of United and Subco, and this Agreement constitutes a valid and binding agreement obligation of the Companyeach, enforceable by Nu-Gro against the Company United and Subco in accordance with its terms, except as the enforcement of this Agreement 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. (bc) Except as set forth in Section 3.3 of the Disclosure Schedule, the The execution and delivery by each of United and Subco of this Agreement does and the performance by each of its obligations hereunder, do not and will not: (i) violate, conflict with or result in a breach of any provision of: (A) the articles or by-laws of United or Subco; (B) any agreement, contract, indenture, deed of trust, mortgage, bond, instrument, licence, franchise or permit to which United or Subco is a party or by which it is bound; or (C) any Law to which United or Subco is subject or by which it is bound, subject to the obtaining of the Regulatory Approvals; (ii) give rise to any right of termination or acceleration of indebtedness, or cause any third party indebtedness owing by it to come due before its stated maturity or cause any of its available credit to cease to be available; or (iii) result in the imposition of any Encumbrance upon any of the assets of United or any of its subsidiaries, other than any such violations, conflicts, breaches, rights or Encumbrances as will not, and individually or in the aggregate, prevent or materially delay the consummation of the transactions contemplated by this Agreement and compliance Agreement. (d) Other than obtaining the Regulatory Approvals contemplated by Section 5.1 hereof, no authorization, consent or approval of, or filing with or notice to, any Governmental Entity is required in connection with the provisions execution, delivery or performance of this Agreement will not, conflict with, by each of United or result in any violation of, Subco or default (with or without notice or lapse of time, or both) under, or give rise to a right of consent, termination, purchase, cancellation or acceleration of any obligation or to loss of any property, rights or benefits under, result in the imposition of any additional obligation under, or result in the creation of any Lien (as defined herein) upon any completion of the properties or assets of the Company or any of its Subsidiaries under or require the consent from, or the giving of notice to, a third party pursuant to (i) the organizational documents of the Company or any of its Subsidiaries, (ii) any contract, instrument, permit, concession, franchise, license, loan or credit agreement, note, bond, mortgage, indenture, lease or other property agreement, partnership or joint venture agreement or other legally binding agreement or obligation, whether oral or written (a "Contract"), applicable to the Company or any of its Subsidiaries or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in the following paragraph, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations or defaults that would not, individually or in the aggregate, have a Material Adverse Effect on the Company, or those rights that if exercised, Liens that if imposed, consents that if not obtained or notices that if not given would not, individually or in the aggregate, have a Material Adverse Effect on the Company. For purposes of this Agreement, "Lien" shall mean, with respect to any asset, any imperfection of title, lien, lease, pledge, encumbrance, mortgage, claim, option, voting trust, preemptive right, attachment, encroachment or other charge or security interest in or on such assettransactions contemplated herein.

Authority Relative to this Agreement. (a) The Company has all necessary the requisite corporate power and authority to execute and deliver this Agreement and, except for the approval of this Agreement by the shareholders of the Company, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Company Board upon the recommendation of the Special Committee and no other corporate proceedings on the part of the Company or on the part of the shareholders of the Company are necessary to authorize this Agreement or to consummate the transactions so contemplated, contemplated (other than the approval of this Agreement by two-thirds of the issued and outstanding Common Shares shareholders of the Company, to the extent required by applicable law). This Agreement has been duly and validly executed and delivered by the Company, and, assuming this Agreement constitutes a valid and binding obligation of FSI, this Agreement constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms. (b) Except as set forth in Section 3.3 3.03 of the Company Disclosure Schedule, the execution and delivery of this Agreement does not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of consent, termination, purchase, cancellation or acceleration of any obligation or to loss of any property, rights or benefits under, or result in the imposition of any additional obligation under, or result in the creation of any Lien (as defined herein) upon any of the properties or assets of the Company or any of its Subsidiaries under or require the consent fromsubsidiaries under, or the giving of notice to, a third party pursuant to (i) the organizational documents of the Company or any of its Subsidiariessubsidiaries, (ii) any contract, instrument, permit, concession, franchise, license, loan or credit agreement, note, bond, mortgage, indenture, lease or other property agreement, partnership or joint venture agreement or other legally binding agreement or obligationagreement, whether oral or written (a "Contract"), applicable to the Company or any of its Subsidiaries subsidiaries or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in the following paragraph, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations violations, defaults, rights or defaults Liens that would not, individually or in the aggregate, aggregate would not have a Material Adverse Effect on the CompanyEffect. (c) Other than in connection with, or those rights that if exercisedin compliance with, Liens that if imposedthe provisions of the DGCL with respect to the transactions contemplated hereby, the Exchange Act, the securities laws of the various states and the Hart-Scott-Rxxxxx Xxxxxxxxx Xmprovements Act of 1976, as amended (the "HSR Act"), no authorization, consent or approval of, or filing with, any Governmental Entity (as hereinafter defined) is necessary for the consummation by the Company of the transactions contemplated by this Agreement other than authorizations, consents that if not obtained and approvals the failure to obtain, or notices that if not given filings the failure to make, which would not, individually or in the aggregate, have a Material Adverse Effect on the Company. For purposes of As used in this Agreement, the term "LienGovernmental Entity" shall meanmeans any government or subdivision thereof, with respect to domestic, foreign or supranational or any assetadministrative, any imperfection of titlegovernmental or regulatory authority, lienagency, leasecommission, pledgetribunal or body, encumbrancedomestic, mortgage, claim, option, voting trust, preemptive right, attachment, encroachment foreign or other charge or security interest in or on such assetsupranational.

Authority Relative to this Agreement. (a) The Company has all necessary the corporate power and authority to execute and deliver enter into this Agreement and, except for the approval of this Agreement by the shareholders of the Company, and to consummate the transactions contemplated herebycarry out its obligations hereunder. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Company Company's Board upon the recommendation of Directors. This Agreement constitutes a valid and binding obligation of the Special Committee Company enforceable 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 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 described in Section 5.4, and the filing and recordation of appropriate merger documents as required by the Code, no other corporate proceedings on the part of the Company or on the part of the shareholders of the Company are necessary to authorize this Agreement or to consummate the transactions so contemplated, other than the approval of this Agreement by two-thirds of the issued and outstanding Common Shares of the Companycontemplated hereby. This Agreement has been duly and validly executed and delivered by the Company, and this Agreement constitutes a valid and binding agreement of the Company, enforceable against the The Company in accordance with its terms. (b) Except as set forth in Section 3.3 of the Disclosure Schedule, the execution and delivery of this Agreement does not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement will not, conflict with, is not subject to or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of consent, termination, purchase, cancellation or acceleration of any obligation or to loss of any property, rights or benefits under, result in the imposition of any additional obligation under, or result in the creation of any Lien (as defined herein) upon any of the properties or assets of the Company or any of its Subsidiaries obligated under or require the consent from, or the giving of notice to, a third party pursuant to (i) the organizational documents of the Company any charter, by-law, indenture or any of its Subsidiaries, other loan or credit document provision or (ii) any other contract, instrument, permit, concessionlicense, franchise, license, loan or credit agreement, note, bond, mortgage, indenture, lease or other property agreement, partnership or joint venture agreement or other legally binding agreement or obligation, whether oral or written (a "Contract"), applicable to the Company or any of its Subsidiaries or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in the following paragraph, any judgmentpermit, order, decree, concession, lease, instrument, judgment, statute, law, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries subsidiaries or their respective properties or assetsassets which would be breached or violated, other thanor under which there would be a default (with or without notice or lapse of time, in the case of clauses (ii) and (iiior both), or under which there would arise a right of termination, cancellation, modification or acceleration of any obligation, or any right to payment or compensation, or the loss of a material benefit, by its executing and carrying out this Agreement except for such conflictsbreaches, violations violations, defaults or defaults that arising of such rights which would not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect on material adverse effect. Except as required by the CompanySecurities Act, and the corporation, 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 Code, no filing or registration with, or those rights that if exercisedauthorization, Liens that if imposedconsent or approval of, consents that if not obtained any Governmental Entity is necessary for the consummation by the Company of the Merger or notices that if not given would not, individually or in the aggregate, have a Material Adverse Effect on the Company. For purposes of other transactions contemplated by this Agreement, "Lien" shall meanother than filings, with respect registrations, authorizations, consents or approvals the failure to any assetmake or obtain which has not had, any imperfection and would not reasonably be expected to have, a material adverse effect or prevent the consummation of title, lien, lease, pledge, encumbrance, mortgage, claim, option, voting trust, preemptive right, attachment, encroachment or other charge or security interest in or on such assetthe transactions contemplated hereby.

Authority Relative to this Agreement. (a) The Company has all necessary the corporate power and authority to execute and deliver enter into this Agreement and, except for the approval of this Agreement by the shareholders of the Company, and to consummate the transactions contemplated herebycarry out its obligations hereunder. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Company Company's Board upon the recommendation of Directors. This Agreement constitutes a valid and binding obligation of the Special Committee Company 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 no 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 on the part of the shareholders of the Company are necessary to authorize this Agreement or to consummate and the Merger Agreement and the transactions so contemplated, other than the approval of this Agreement by two-thirds contemplated hereby and thereby. Except as described in Section 5.4 of the issued and outstanding Common Shares of the Company. This Agreement has been duly and validly executed and delivered by the Company, and this Agreement constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms. (b) Except as set forth in Section 3.3 of the Disclosure Schedule, the execution and delivery of this Agreement does not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement will not, conflict with, Company is not subject to or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of consent, termination, purchase, cancellation or acceleration of any obligation or to loss of any property, rights or benefits under, result in the imposition of any additional obligation under, or result in the creation of any Lien (as defined herein) upon any of the properties or assets of the Company or any of its Subsidiaries obligated under or require the consent from, or the giving of notice to, a third party pursuant to (i) the organizational documents of the Company any charter or any of its Subsidiaries, regulations provision or (ii) any contract, instrument, permit, concession, franchise, licenseindenture, loan or credit agreementdocument, notelicense, bondfranchise, mortgage, indenture, lease or other property agreement, partnership or joint venture agreement or other legally binding agreement or obligation, whether oral or written (a "Contract"), applicable to the Company or any of its Subsidiaries or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in the following paragraph, any judgmentpermit, order, decree, concession, lease, instrument, judgment, statute, law, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries subsidiaries or their respective properties or assetsassets which would be breached or violated, or 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, cancellation, modification or acceleration of any obligation, or any right to payment or compensation, or the loss of a benefit, by its executing and carrying out this Agreement or the Merger Agreement, other than, than the laws and regulations referred to in the case next sentence. Except as required by the HSR Act, the Foreign Acts, the Securities Act, the Exchange Act, and the corporation, securities or blue sky laws or regulations of clauses (ii) and (iii)the various states, any such conflicts, violations no filing or defaults that would not, individually or in the aggregate, have a Material Adverse Effect on the Companyregistration with, or those rights that if exercisedauthorization, Liens that if imposedconsent or approval of, consents that if not obtained or notices that if not given would not, individually or in the aggregate, have a Material Adverse Effect on the Company. For purposes of this Agreement, "Lien" shall mean, with respect to any asset, any imperfection of title, lien, lease, pledge, encumbrance, mortgage, claim, option, voting trust, preemptive right, attachment, encroachment or other charge or security interest in or on such asset.any

Authority Relative to this Agreement. (a) The Company has all necessary corporate the power and authority (corporate and other) to execute and deliver enter into this Agreement and, except for the approval of this Agreement by the shareholders of the Company, and to consummate the transactions contemplated herebyperform its obligations hereunder. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby have been duly and validly authorized by the Company Board upon the recommendation of Directors of the Special Committee Company and no other corporate proceedings on the part of the Company or on the part of the shareholders of the Company are necessary to authorize this Agreement or to consummate and the transactions so contemplatedcontemplated hereby, other than except for the approval of this Agreement the Merger by two-thirds of the issued and outstanding Common Shares of the Company's stockholders. This Agreement has been duly and validly executed and delivered by the Company, Company and this Agreement constitutes a valid and binding agreement obligation of the Company, enforceable against the Company it in accordance with its terms. (b) , subject to applicable bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generally, and subject to general principles of equity, whether applied in a court of law or equity. Except as set forth in Section 3.3 4.4 of the Disclosure ScheduleLetter, the execution and delivery of this Agreement by the Company does not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions performance of this Agreement by the Company will notnot (i) conflict with or violate the Company's or its Subsidiaries respective Certificate or Articles of Incorporation, conflict withMemorandum of Association, Code of Regulations or By-Laws (true, correct and complete copies of the Company's Certificate of Incorporation and By-Laws, each as amended through the date hereof, are annexed to Section 4.4A of the Disclosure Letter); (ii) result in any violation of, breach of or constitute a default (or an event that with or without notice or lapse of timetime or both would become a default), or both) impair the Company's or any Subsidiary's rights or alter the rights or obligations of any third party under, or give rise to a right others any rights of consent, termination, purchaseamendment, acceleration or cancellation or acceleration of any obligation or to loss of any property, rights or benefits under, result in the imposition of any additional obligation underof, or result in the creation of any Lien a lien or encumbrance on (as defined hereinincluding a right to purchase) upon any of the properties or assets of the Company or any of its Subsidiaries under or require the consent from, or the giving of notice Subsidiary pursuant to, a third party pursuant to (i) the organizational documents of the Company or any of its Subsidiaries, (ii) any contract, instrument, permit, concession, franchise, license, loan or credit agreement, note, bond, mortgage, indenture, lease contract (other than purchase orders for components used in the manufacture of the Company's products in the ordinary course of business), agreement, lease, license, permit, franchise or other property agreementinstrument or obligation to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary or any of their respective properties is bound or affected, partnership except where any such breach, violation, right of termination, amendment, acceleration, cancellation, lien or joint venture agreement encumbrance results in damages of less than $150,000 under any individual contract or other legally binding agreement $500,000 in the aggregate for all contracts; or obligation(iii) violate any law, whether oral regulation, order, judgment or written (a "Contract")decree, applicable to the Company or any Subsidiary or by which any of its Subsidiaries or their respective properties is bound or assets affected, or (iii) subject to the governmental filings and other matters referred to in the following paragraph, respect of which a right of termination or acceleration or a loss of a material benefit or any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or encumbrance on any of its Subsidiaries assets would be created or their respective properties suffered by its execution and performance of this Agreement, except where such violation, right of termination, acceleration or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations or defaults that would notencumbrance, individually or in the aggregate, would not have a Material Adverse Effect. Except as set forth in Section 4.4 of the Disclosure Letter, the execution and delivery by the Company of this Agreement and consummation of the Merger by the Company will not require the consent or approval of or registration or filing with any Governmental Authority or other Person, other than (i) approval of the Company's stockholders, (ii) applicable requirements, if any, of the Exchange Act, state "blue sky" laws, the HSR Act and the Investment Canada Act, (iii) Purchaser's filing with the CFIUS pursuant to the Exon-Xxxxxx Provision all requisite documents and notifications (if any) in connection with this Agreement and the transactions contemplated hereby, (iii) filing and recordation of the Certificate of Merger, (iv) ISRA Clearance (as defined in Section 8.3(f)), and (v) where failure to obtain such consents or approvals or to make such registration or filing would not have individually or in the aggregate a Material Adverse Effect on or prevent or materially delay the Company, or those rights that if exercised, Liens that if imposed, consents that if not obtained or notices that if not given would not, individually or in the aggregate, have a Material Adverse Effect on the Company. For purposes of Company from performing its obligations under this Agreement, "Lien" shall mean, with respect to any asset, any imperfection of title, lien, lease, pledge, encumbrance, mortgage, claim, option, voting trust, preemptive right, attachment, encroachment or other charge or security interest in or on such asset.

Authority Relative to this Agreement. (a) NON-CONTRAVENTION. The Company has all necessary the requisite corporate power and authority to execute enter into this Agreement, to carry out its obligations hereunder and deliver this Agreement and, except for the approval of this Agreement by the shareholders of the Company, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby have been duly and validly authorized by the Company Board upon the recommendation of Directors of the Special Committee Company and no other corporate proceedings on the part of the Company or on the part of the shareholders of the Company are necessary to authorize this Agreement or to consummate the transactions so contemplated, other than the approval of this Agreement by two-thirds of the issued and outstanding Common Shares of the Companysuch transactions. This Agreement has been duly and validly executed and delivered by the Company, Company and this Agreement constitutes a valid and binding agreement obligation of the Company, enforceable against the Company in accordance with its terms. (b) , except as the enforceability hereof may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the enforcement of creditors' rights generally and to judicial limitations on the enforcement of the remedy of specific performance and other equitable remedies and except as the indemnification provisions of the registration rights described in Exhibit F may be limited by principles of public policy. Except as set forth in Section 3.3 on Schedule 5.2, neither the Company nor any of the Disclosure ScheduleSubsidiaries is subject to, or obligated under, any provision of (a) its charter or bylaws, (b) any agreement, arrangement or understanding, (c) any license, franchise or permit or (d) subject to obtaining the execution and approvals referred to in the next sentence, 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 assets would be created, by the execution, delivery or performance of this Agreement does not, and or the consummation of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of consent, termination, purchase, cancellation or acceleration of any obligation or to loss of any property, rights or benefits under, result in the imposition of any additional obligation under, or result in the creation of any Lien (as defined herein) upon any of the properties or assets of the Company or any of its Subsidiaries under or require the consent from, or the giving of notice to, a third party pursuant to (i) the organizational documents of the Company or any of its Subsidiaries, (ii) any contract, instrument, permit, concession, franchise, license, loan or credit agreement, note, bond, mortgage, indenture, lease or other property agreement, partnership or joint venture agreement or other legally binding agreement or obligation, whether oral or written (a "Contract"), applicable to the Company or any of its Subsidiaries or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in the following paragraph, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries or their respective properties or assetshereby, other than, in the case of clauses (ii) and (iii), than any such conflictsbreaches, violations violations, terminations, accelerations or defaults that encumbrances which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect Effect. Other than any approvals or filings required under the Bank Holding Company Act of 1956, as amended from time to time, including any regulations or orders of the Federal Reserve thereunder (the "BHCA"), or the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and assuming the accuracy of the representations of Purchaser contained in Section 6, no authorization, consent or approval of, or filing with, any public body, court or authority is necessary on the Company, part of the Company or those rights that if exercised, Liens that if imposed, consents that if not obtained or notices that if not given would not, individually or in the aggregate, have a Material Adverse Effect on Subsidiary for the Company. For purposes consummation by the Company of the transactions contemplated by this Agreement, "Lien" shall mean, with respect to any asset, any imperfection of title, lien, lease, pledge, encumbrance, mortgage, claim, option, voting trust, preemptive right, attachment, encroachment or other charge or security interest in or on such asset.

Authority Relative to this Agreement. (a) The Company has all necessary the requisite corporate power and authority to execute and deliver enter into this Agreement and, except for and the approval of this Agreement by the shareholders of the Company, corporate power and authority to consummate the transactions contemplated herebycarry out its obligations hereunder. The execution and delivery of this Agreement by the Company and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Company Board upon the recommendation of the Special Committee and no other all necessary corporate proceedings action on the part of the Company or on the part of the shareholders of the Company are necessary to authorize this Agreement or to consummate the transactions so contemplated, other than the approval of this Agreement by two-thirds of the issued and outstanding Common Shares of the Company. This Agreement has been duly and validly executed and delivered by the CompanyCompany and, assuming the due authorization, execution and delivery of this Agreement by Buyer and Buyer Sub, this Agreement constitutes a legal, valid and binding agreement obligation of the Company, Company enforceable against the Company in accordance with its termsterms 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. (ba) Except as set forth in Section 3.3 Schedule 6.4 of the Company Disclosure Schedule, neither the execution execution, delivery and delivery performance of this Agreement does not, and by the Company nor the consummation of the transactions contemplated hereby by this Agreement and compliance the Company will (i) conflict with or violate the provisions Certificate of this Agreement will not, conflict withIncorporation or Bylaws or other charter documents of the Company or any of its Subsidiaries, or (ii) result in any violation of, breach or constitute a default (with or without notice or lapse of time, or both) under, or give rise in others to a right any rights of consent, termination, purchase, cancellation or acceleration of any obligation or to loss of any property, rights or benefits under, result in the imposition of any additional obligation underindenture, or result in the creation of any Lien (as defined herein) upon any of the properties or assets of the Company or any of its Subsidiaries under or require the consent from, or the giving of notice to, a third party pursuant to (i) the organizational documents of the Company or any of its Subsidiaries, (ii) any contract, instrumentloan agreement, permit, concessionlicense, franchise, license, loan or credit agreement, note, bond, mortgage, indenture, lease or other property agreement, partnership or joint venture agreement or other legally binding agreement or obligation, whether oral or written (a "Contract"), applicable to the Company or any of its Subsidiaries or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in the following paragraph, any judgmentpermit, order, decree, concession, lease, instrument, judgment, statute, law, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries or its or their respective properties or assets, other than, in the case of clauses clause (ii) and (iii)only, any such conflictsbreaches, defaults, violations or defaults and rights that would not, individually or in the aggregate, have a Company Material Adverse Effect on Effect. Except (i) as disclosed in Schedule 6.4 of the CompanyCompany Disclosure Schedule, (ii) for filings required to be made pursuant to the Exchange Act or (iii) the filing of a Certificate of Merger pursuant to the DGCL, no filing or registration with, or those rights that if exercisedauthorization, Liens that if imposedconsent or approval of, consents that if not obtained any governmental or notices that if not given regulatory body or authority or third party is necessary for the consummation by the Company of the transactions contemplated hereby, except where failure to make such filing or registration or obtain such authorization, consent or approval would not, individually or in the aggregate, prevent consummation of the transactions contemplated by this Agreement or have a Company Material Adverse Effect on the Company. For purposes of this Agreement, "Lien" shall mean, with respect to any asset, any imperfection of title, lien, lease, pledge, encumbrance, mortgage, claim, option, voting trust, preemptive right, attachment, encroachment or other charge or security interest in or on such assetEffect.

Authority Relative to this Agreement. (a) The Company has all All action necessary corporate power to authorize the execution, delivery and authority to execute and deliver this Agreement and, except for the approval performance of this Agreement by Contributor has been taken, and no other proceedings are necessary to authorize the shareholders of the Company, to consummate the transactions contemplated hereby. The execution and delivery by Contributor of this Agreement and the consummation by Contributor of the transactions contemplated hereby have been duly and validly authorized by the Company Board upon the recommendation of the Special Committee and no other corporate proceedings on the part of the Company or on the part of the shareholders of the Company are necessary to authorize this Agreement or to consummate the transactions so contemplated, other than the approval of this Agreement by two-thirds of the issued and outstanding Common Shares of the CompanyContribution. This Agreement has been duly and validly executed and delivered by the Company, and this Agreement constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms. (b) Except as set forth in Section 3.3 of the Disclosure Schedule, Neither the execution and delivery of this Agreement does notby Contributor, and nor the consummation by Contributor of the transactions contemplated Contribution nor compliance by this Agreement and compliance Contributor with any of the provisions hereof as of this Agreement the date of the Closing will not, (i) conflict with, with or result in any breach of any provisions of the partnership agreement of Partnership or the articles of incorporation or bylaws of Contributor, (ii) result in a violation or breach of, or default constitute (with or without due notice or lapse of time, time or both) under, a default (or give rise to a any right of consent, termination, purchase, cancellation or acceleration of any obligation or to loss of any property, rights or benefits under, result in the imposition of any additional obligation under, or result in the creation of any Lien (as defined hereinacceleration) upon under any of the properties terms, conditions or assets provisions of the Company or any of its Subsidiaries under or require the consent from, or the giving of notice to, a third party pursuant to (i) the organizational documents of the Company or any of its Subsidiaries, (ii) any contract, instrument, permit, concession, franchise, license, loan or credit agreement, note, bond, mortgage, indenture, lease lease, license, permit, contract, agreement, easement, restriction or other property agreementinstrument or obligation to which Contributor or either Partnership is a party or by which Contributor or either Partnership or the Property may be bound, partnership or joint venture agreement or other legally binding agreement or obligation, whether oral or written (a "Contract"), applicable to the Company or any of its Subsidiaries or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in the following paragraphviolate any order, any judgmentwrit, orderinjunction, decree, statute, law, ordinance, rule or regulation applicable to Contributor, either Partnership or the Company or any of its Subsidiaries or their respective properties or assetsProperty, other than, except in the case of clauses (ii) and or (iii)) for violations, any such conflictsbreaches, violations or defaults that (A) which would not, individually or not in the aggregate, aggregate have a Material Adverse Effect material adverse effect on the Companybusiness or financial condition of Contributor, the Partnerships, the Contribution or those rights that if exercisedthe Property or (B) for which waivers or consents have been obtained or, Liens that if imposedas listed on Schedule 4.2, consents that if not will be obtained or notices that if not given would not, individually or in prior to the aggregate, have a Material Adverse Effect on date of the Company. For purposes of this Agreement, "Lien" shall mean, with respect to any asset, any imperfection of title, lien, lease, pledge, encumbrance, mortgage, claim, option, voting trust, preemptive right, attachment, encroachment or other charge or security interest in or on such assetClosing.

Authority Relative to this Agreement. Each of Professionals, Professionals GP, the Company and Company GP has all requisite limited partnership or limited liability company, as applicable, power and authority to: (a) The Company execute, deliver and perform this Agreement and the other Transaction Agreements to which it is a party, and each ancillary document that it has all necessary corporate power and authority executed or delivered or is to execute or deliver pursuant to this Agreement; and deliver this Agreement and, except for the approval of this Agreement by the shareholders of the Company, (b) carry out its obligations hereunder and thereunder and to consummate the transactions contemplated herebyTransactions. The execution and delivery by each of Professionals, Professionals GP, the Company and Company GP of this Agreement and the other Transaction Agreements to which it is a party and the consummation by it of the transactions contemplated hereby Transactions have been duly and validly authorized by all requisite action on the Company Board upon the recommendation part of the Special Committee it, and no other corporate proceedings on the part of Professionals, Professionals GP, the Company or on the part of the shareholders of the Company GP are necessary to authorize this Agreement or to consummate the transactions so contemplated, other than the approval of this Agreement by two-thirds of the issued and outstanding Common Shares of the CompanyTransactions. This Agreement has and the other Transaction Agreements to which each of Professionals, Professionals GP, the Company and Company GP is a party have been duly and validly executed and delivered by Professionals, Professionals GP, the CompanyCompany and Company GP, as applicable, and, assuming the due authorization, execution and this Agreement constitutes a valid delivery thereof by the other Parties thereto, constitute the legal and binding agreement obligations of each of Professionals, Professionals GP, the CompanyCompany and Company GP, as applicable, enforceable against the Company it in accordance with its their terms. (b) Except , except insofar as set forth in Section 3.3 enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally or by principles governing the availability of the Disclosure Schedule, the execution equitable remedies. The entry into and delivery performance of this Agreement does notAgreement, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement will notTransactions, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or do not give rise to a right of consent, termination, purchase, cancellation any preemptive or acceleration appraisal rights in favor of any obligation or to loss equity holder of any propertyProfessionals, rights or benefits underProfessionals GP, result in the imposition of any additional obligation under, or result in the creation of any Lien (as defined herein) upon any of the properties or assets of the Company or any of its Subsidiaries under or require the consent from, or the giving of notice to, a third party pursuant to (i) the organizational documents of the Company or any of its Subsidiaries, (ii) any contract, instrument, permit, concession, franchise, license, loan or credit agreement, note, bond, mortgage, indenture, lease or other property agreement, partnership or joint venture agreement or other legally binding agreement or obligation, whether oral or written (a "Contract"), applicable to the Company or any of its Subsidiaries or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in the following paragraph, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations or defaults that would not, individually or in the aggregate, have a Material Adverse Effect on the Company, or those rights that if exercised, Liens that if imposed, consents that if not obtained or notices that if not given would not, individually or in the aggregate, have a Material Adverse Effect on the Company. For purposes of this Agreement, "Lien" shall mean, with respect to any asset, any imperfection of title, lien, lease, pledge, encumbrance, mortgage, claim, option, voting trust, preemptive right, attachment, encroachment or other charge or security interest in or on such assetGP.

Authority Relative to this Agreement. (a) The Company Sub has all necessary the corporate power and authority to execute and deliver enter into this Agreement and, except for and the approval of this Agreement by the shareholders of the Company, Transaction Documents to consummate the transactions contemplated herebywhich it is a party and to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and the Transaction Documents to which Sub is a party and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by the Company Board upon the recommendation all requisite corporate action of the Special Committee Sub; and no other corporate proceedings on the part of the Company Sub, its Board of Directors or on the part of the shareholders of the Company its stockholders are necessary to authorize this Agreement or and the Transaction Documents to consummate which it is a party and the transactions so contemplated, other than the approval of this Agreement by two-thirds of the issued contemplated hereby and outstanding Common Shares of the Companythereby. This Agreement has been duly and validly constitutes and, when executed and delivered by Sub, each of the CompanyTransaction Documents to which it is a party will be, and this Agreement constitutes a valid and binding agreement obligation of the Company, Sub enforceable against the Company in accordance with its terms. (b) Except as set forth in Section 3.3 of the Disclosure Schedule. The execution, the execution delivery and delivery performance by Sub of this Agreement does not, and the Transaction Documents and the consummation by Sub of the transactions contemplated by this Agreement hereby and compliance thereby will not (i) violate or conflict with the provisions of this Agreement will not, conflict with, any Governing Document or (ii) result in any a violation of, or default breach of or constitute (with or without due notice or lapse of time, time or both) under, a default under or give rise any Person the right to a right of consentterminate, termination, purchase, cancellation cancel or acceleration of accelerate any obligation or to loss of any property, rights or benefits under, result in the imposition of any additional obligation under, or result in the creation of any Lien (as defined herein) upon or loss of a benefit under any of the properties indenture or assets of the Company other loan document provision or any of its Subsidiaries under or require the consent from, or the giving of notice to, a third party pursuant to (i) the organizational documents of the Company or any of its Subsidiaries, (ii) any other contract, instrumentlicense, franchise, permit, concession, franchiselease, license, loan instrument or credit agreement, note, bond, mortgage, indenture, lease or other property agreement, partnership or joint venture agreement or other legally binding agreement or obligation, whether oral or written (a "Contract"), Legal Requirement applicable to the Company or any of its Subsidiaries or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in the following paragraph, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company Sub or any of its Subsidiaries or their respective properties or assets, other than, in the case of clauses clause (ii) and only, (iii), A) any such conflicts, violations breaches, violations, defaults, terminations, cancellations or defaults that would 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. Except in connection, or those rights that if exercisedin compliance, Liens that if imposedwith the provisions of the DGCL and rules and regulations of the relevant Governmental Entities, and the provisions 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 other Person is necessary for the consummation by Sub of the transactions contemplated by this Agreement and each of the Transaction Documents to which it is a party, other than filings, registrations, authorizations, consents that if or approvals the failure of which to make or obtain would not obtained or notices that if not given would nothave, individually or in the aggregate, have a Parent Material Adverse Effect on or prevent or materially delay the Company. For purposes consummation of this Agreement, "Lien" shall mean, with respect to any asset, any imperfection of title, lien, lease, pledge, encumbrance, mortgage, claim, option, voting trust, preemptive right, attachment, encroachment the transactions contemplated hereby or other charge or security interest in or on such assetthereby.

Authority Relative to this Agreement. (a) The Company Each of Parent and Merger Sub has all necessary the requisite corporate power and authority to execute and deliver enter into this Agreement and, except for the approval of this Agreement by the shareholders of the Company, and to consummate the transactions contemplated herebycarry out its obligations hereunder. The execution and delivery of this Agreement by Parent and Merger Sub, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby herein have been duly and validly authorized by the Company Board upon the recommendation respective boards of the Special Committee directors of Parent and Merger Sub, and no other corporate proceedings on the part of the Company Parent or on the part any of the shareholders of the Company Parent Subsidiaries are necessary to authorize the execution and delivery of this Agreement or to consummate Agreement, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the transactions so contemplated, other than the approval of this Agreement by two-thirds of the issued and outstanding Common Shares of the Companycontemplated hereby. This Agreement has been duly and validly executed and delivered by the Company, Parent and this Agreement Merger Sub and constitutes a valid and binding agreement obligation of the CompanyParent and Merger Sub, enforceable against the Company in accordance with its terms, except to the extent that its enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization or other laws affecting the enforcement of creditors' rights generally or by general equitable principles. (b) Except as set forth in Section 3.3 SECTION 4.2(b) of the Parent Disclosure ScheduleLetter, neither the execution and delivery of this Agreement does notby Parent or Merger Sub, and nor the consummation by Parent or Merger Sub of the transactions contemplated herein nor compliance by this Agreement and compliance Parent or Merger Sub with any of the provisions hereof will (i) conflict with or result in any breach of this Agreement will notthe Certificate or Articles of Incorporation or bylaws of Parent or any of the Parent Subsidiaries or (ii) result in a violation or breach of any provisions of, conflict withor constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in any violation the termination of, or default (with or without notice or lapse of timeaccelerate the performance required by, or both) under, or give rise to result in a right of consent, termination, purchase, cancellation termination or acceleration of any obligation or to loss of any property, rights or benefits under, result in the imposition of any additional obligation under, or result in the creation of any Lien (as defined herein) lien, security interest, charge or encumbrance upon any of the properties or assets of the Company Parent or any of its the Parent Subsidiaries under or require the consent fromunder, or the giving of notice to, a third party pursuant to (i) the organizational documents any of the Company terms, conditions or provisions of any of its Subsidiaries, (ii) any contract, instrument, permit, concession, franchise, license, loan or credit agreement, note, bond, mortgage, indenture, lease or other property agreementdeed of trust, partnership or joint venture license, contract, lease, agreement or other legally binding agreement instrument or obligation, whether oral or written (a "Contract"), applicable obligation of any kind to the Company which Parent or any of its the Parent Subsidiaries is a party or by which Parent or any of the Parent Subsidiaries or any of their respective properties or assets may be bound or (iii) subject to compliance with the governmental filings statutes and other matters regulations referred to in the following paragraphSUBSECTION (c) below, violate any judgment, ruling, order, writ, injunction, decree, statute, law, ordinance, rule or regulation applicable to the Company Parent or any of its the Parent Subsidiaries or any of their respective properties or assetsassets other than any such event described in items (i), other than, in the case of clauses (ii) and or (iii), any such conflicts, violations ) which would not (x) prevent the consummation of the transactions contemplated hereby or defaults that would not, individually or in the aggregate, (y) have a Parent Material Adverse Effect on Effect. (c) Except for compliance with the Companyprovisions of the Delaware Law, the HSR Act, the `33 Act, the `34 Act, the rules and regulations of the New York Stock Exchange and the "blue sky" laws of various states, no action by any governmental authority is necessary for Parent's or those rights that if exercised, Liens that if imposed, consents that if Merger Sub's execution and delivery of this Agreement or the consummation by Parent or Merger Sub of the transactions contemplated hereby except where the failure to obtain or take such action would not obtained (i) prevent the consummation of the transactions contemplated hereby or notices that if not given would not, individually or in the aggregate, (ii) have a Parent Material Adverse Effect on the Company. For purposes of this Agreement, "Lien" shall mean, with respect to any asset, any imperfection of title, lien, lease, pledge, encumbrance, mortgage, claim, option, voting trust, preemptive right, attachment, encroachment or other charge or security interest in or on such assetEffect.

Authority Relative to this Agreement. (a) The Company Acquiror has all necessary the requisite corporate power power, authority and authority capacity to execute and deliver enter into this Agreement and, except for the approval of this Agreement by the shareholders of the Company, and to consummate the transactions contemplated herebyperform its obligations hereunder. The execution and delivery of this Agreement by the Acquiror and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Company Board upon the recommendation of the Special Committee and no other corporate proceedings on the part of the Company or on the part of the shareholders of the Company are necessary to authorize this Agreement or to consummate the transactions so contemplated, other than the approval of this Agreement by two-thirds of the issued and outstanding Common Shares of the Company. This Agreement has been duly and validly executed and delivered by the Company, and this Agreement constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms. (b) Except as set forth in Section 3.3 of the Disclosure Schedule, the execution and delivery of this Agreement does not, and the consummation Acquiror of the transactions contemplated by this Agreement have been duly authorized by its board of directors and compliance no other corporate proceedings on its part are necessary to authorize this Agreement and the Arrangement or the completion by the Acquiror of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Acquiror and constitutes a legal, valid and binding obligation of the Acquiror, enforceable against it in accordance with its terms, subject, however, to limitations with respect to enforcement imposed by law in connection with bankruptcy, insolvency or similar proceedings and to the provisions extent that equitable remedies such as specific performance and injunction are in the discretion of the court from which they are sought. The authorization of this Agreement, the execution and delivery by the Acquiror of this Agreement will not, conflict with, or and the performance by it of its obligations under this Agreement and the Arrangement shall not result in any violation of, or default (with or without notice or lapse the passage of time) in a violation, conflict or breach of, or both) constitute a default under, in respect of or require any consent to be obtained under or give rise to a any third party right of consent, termination, purchaseamendment, cancellation first refusal, shotgun, cancellation, acceleration, penalty or acceleration of any payment obligation or right of purchase or sale under any provision of: (a) the articles or notice of articles of the Acquiror; (b) any applicable Law to loss of any property, rights which the Acquiror or benefits under, result in the imposition of any additional obligation under, or result in the creation of any Lien (as defined herein) upon any of the properties Acquiror Subsidiaries is subject or assets of by which the Company Acquiror or any of its the Acquiror Subsidiaries under is bound; or (c) any agreement, contract, indenture, deed of trust, mortgage, bond, note, instrument, licence, franchise, grant or require permit to which the consent from, or the giving of notice to, a third party pursuant to (i) the organizational documents of the Company Acquiror or any of its Subsidiariesthe Acquiror Subsidiaries is a party or by which it is bound, (ii) any contract, instrument, permit, concession, franchise, license, loan or credit agreement, note, bond, mortgage, indenture, lease or other property agreement, partnership or joint venture agreement or other legally binding agreement or obligation, whether oral or written (a "Contract"), applicable to the Company or any of its Subsidiaries or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in the following paragraph, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations or defaults that would notwhich would, individually or in the aggregate, have a Material Adverse Effect on in respect of the Company, Acquiror or those rights that if exercised, Liens that if imposed, consents that if not obtained or notices that if not given would not, individually or in materially impede the aggregate, have a Material Adverse Effect on completion of the Company. For purposes of transactions contemplated by this Agreement, "Lien" shall mean, with respect to any asset, any imperfection of title, lien, lease, pledge, encumbrance, mortgage, claim, option, voting trust, preemptive right, attachment, encroachment or other charge or security interest in or on such asset.

Authority Relative to this Agreement. (a) The Company has all necessary the requisite corporate power and authority to execute and deliver enter into this Agreement and, except for the approval of this Agreement by the shareholders of the Company, and to consummate the transactions contemplated herebycarry out its obligations hereunder. The execution and delivery of this Agreement by the Company and the consummation of the transactions contemplated hereby by the Company have been duly and validly authorized by the Company Board upon the recommendation of the Special Committee and no other all necessary corporate proceedings action on the part of the Company or on the part of the shareholders of the Company are necessary to authorize this Agreement or to consummate the transactions so contemplated, other than the approval of this Agreement by two-thirds of the issued and outstanding Common Shares of the Company. This Agreement has been duly and validly executed and delivered by the CompanyCompany and, and this Agreement constitutes a valid and binding agreement of assuming the Companydue authorization, enforceable against the Company in accordance with its terms. (b) Except as set forth in Section 3.3 of the Disclosure Schedule, the execution and delivery of this Agreement does notby the Gladstone, this Agreement constitutes a legal, valid and binding obligation of the Company 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 court before which any proceeding therefor may be brought. Neither the execution, delivery and performance of this Agreement nor the consummation of the transactions contemplated by this Agreement and compliance hereby will (i) conflict with or violate the provisions Certificate of this Agreement will not, conflict with, Incorporation or By-laws of the Company or (ii) result in any violation of, breach or constitute a default (with or without notice or lapse of time, or both) under, or give rise to a right in others of consent, any rights of termination, purchase, cancellation or acceleration of under any obligation or to loss of any propertyindenture, rights or benefits under, result in the imposition of any additional obligation under, or result in the creation of any Lien (as defined herein) upon any of the properties or assets of the Company or any of its Subsidiaries under or require the consent from, or the giving of notice to, a third party pursuant to (i) the organizational documents of the Company or any of its Subsidiaries, (ii) any contract, instrument, permit, concessionlicense, franchise, license, loan or credit agreement, note, bond, mortgage, indenture, lease or other property agreement, partnership or joint venture agreement or other legally binding agreement or obligation, whether oral or written (a "Contract"), applicable to the Company or any of its Subsidiaries or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in the following paragraph, any judgmentpermit, order, decree, concession, lease, instrument, judgment, statute, law, ordinance, rule or regulation applicable to the Company Sub or any of its Subsidiaries or their respective properties or assets, other than, in the case of clauses clause (ii) only, breaches, defaults, violations and losses of rights that would not have a Company Material Adverse Effect. Except as referred to herein, or in connection or in compliance with the provisions of the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (iiithe "HSR Act"), any such conflictsthe Securities Exchange Act of 1934, violations as amended (the "Exchange Act"), and the filing and recordation of the certificate of merger pursuant to the TBCA, no filing or defaults that would not, individually or in the aggregate, have a Material Adverse Effect on the Companyregistration with, or those rights that if exercisedauthorization, Liens that if imposedconsent or approval of, consents that if not obtained any governmental or notices that if not given would not, individually regulatory body or in authority or third party is necessary for the aggregate, have a Material Adverse Effect on consummation by The Company of the Company. For purposes of Merger or the other transactions contemplated by this Agreement, "Lien" shall meanexcept where the failure to make any such filing or registration or to obtain such authorization, with respect to any asset, any imperfection consent or approval would not prevent consummation of title, lien, lease, pledge, encumbrance, mortgage, claim, option, voting trust, preemptive right, attachment, encroachment the Merger or other charge or security interest in or on such assethave a Company Material Adverse Effect.

Authority Relative to this Agreement. (a) The Company Parent and each of its ------------------------------------ Subsidiaries has all necessary the corporate power and authority to execute and deliver enter into this Agreement and, except for and each other agreement and document executed and delivered in connection with the approval of this Agreement by the shareholders of the Company, to consummate the material transactions contemplated herebyhereby (together with this Agreement, the "Transaction Documents") to which Parent is a party and to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and the other Transaction Documents to which Parent is a party and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by Parent's Board of Directors and the Company Board upon 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 recommendation enforcement of creditors' rights generally and except that the availability of equitable remedies, including specific performance, is subject to the discretion of the Special Committee and no court before which any proceeding therefor may be brought. No other corporate proceedings on the part of the Company or on the part of the shareholders of the Company Parent are necessary to authorize this Agreement or to consummate after the transactions so contemplated, other than the approval date of this Agreement to authorize execution by two-thirds Parent of the issued and outstanding Common Shares of the CompanyTransaction Documents to which Parent is a party. This Agreement has been duly and validly executed and delivered by the CompanyParent is not subject to or obligated under (a) any charter, and this Agreement constitutes a valid and binding agreement of the Companybylaw, enforceable against the Company in accordance with its terms. indenture or other loan or credit document provision, or (b) Except as set forth in Section 3.3 of the Disclosure Scheduleany other contract, the execution and delivery of this Agreement does notlicense, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement will notfranchise, conflict withpermit, order, decree, concession, lease, instrument or judgment, or result in any violation ofstatute, 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, or under which there would be a default (with or without notice or lapse of time, or both) under), or give rise to under which there would arise a right of consent, termination, purchasecancellation, cancellation modification or acceleration of any obligation or to loss of any property, rights or benefits under, result in the imposition of any additional obligation underobligation, or result in the creation of any Lien (as defined herein) upon any of the properties right to payment or assets of the Company or any of its Subsidiaries under or require the consent fromcompensation, or the giving loss of notice toa material benefit, by its executing and carrying out the Transaction Documents to which Parent is a third party pursuant to (i) the organizational documents of the Company or any of its Subsidiaries, (ii) any contract, instrument, permit, concession, franchise, license, loan or credit agreement, note, bond, mortgage, indenture, lease or other property agreement, partnership or joint venture agreement or other legally binding agreement or obligation, whether oral or written (a "Contract"), applicable to the Company or any of its Subsidiaries or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in the following paragraph, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries or their respective properties or assets, other than, in the case of clauses clause (iib) and only, (iii)i) any breaches, any such conflictsviolations, violations defaults, terminations, cancellations, modifications, accelerations, rights to payment or defaults that would 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. 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 blue sky laws or regulations of the various states, no filing or registration with, or those rights that if exercisedauthorization, Liens that if imposedconsent or approval of, any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign (each, a "Governmental Entity"), is necessary for the consummation by Parent of the Merger or the other transactions contemplated by the Transaction Documents to which Parent is a party, other than filings, registrations, authorizations, consents that if or approvals the failure to make or obtain which has not obtained or notices that if had, and would not given would notreasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse Effect on the Company. For purposes of this Agreement, "Lien" shall mean, with respect to any asset, any imperfection of title, lien, lease, pledge, encumbrance, mortgage, claim, option, voting trust, preemptive right, attachment, encroachment or other charge or security interest in or on such assetEffect.

Authority Relative to this Agreement. (a) The Company Corporation has all necessary the requisite corporate power and authority to execute enter into this agreement and deliver this Agreement and, except for the approval of this Agreement by the shareholders of the Company, to consummate the transactions contemplated herebyperform its obligations hereunder. The execution and delivery of this Agreement and agreement by the consummation of the transactions contemplated hereby Corporation have been duly and validly authorized by the Company Board upon the recommendation board of directors of the Corporation and, except for obtaining approval of its shareholders at the Special Committee and Meeting, no other corporate proceedings on the part of the Company or on the part of the shareholders of the Company Corporation are necessary to authorize this Agreement or to consummate agreement and the transactions so contemplatedcontemplated hereby, other than except as may be required by any Agency or the approval of this Agreement by two-thirds of the issued and outstanding Common Shares of the CompanyLegislation. This Agreement agreement has been duly and validly executed and delivered by the Company, Corporation and this Agreement constitutes a legal, valid and binding agreement obligation of the CompanyCorporation, enforceable by Xxxxxxx against the Company Corporation in accordance with its terms. (b) Except as set forth in Section 3.3 of the Disclosure Schedule, the . The execution and delivery by the Corporation of this Agreement does notagreement and performance by it of its obligations hereunder will not result in: (i) a material violation or breach of any provision of or constitute a material default (or an event that with notice or lapse of time or both would become a material default) under, (A) its certificate or articles of incorporation or by-laws or those of any of its Subsidiaries, (B) any applicable law or, to its knowledge, any regulation, order, judgment or decree (subject to obtaining the consents referred to below), or (C) any agreement, arrangement or understanding to which it or any of its Subsidiaries is a party or by which any of them or their properties is bound or affected, except that an amalgamation is not permitted and a change of control could constitute a default under the consummation existing Canadian credit facilities of the transactions contemplated by this Agreement Corporation, (ii) the imposition of any encumbrance, charge or lien upon any of its assets or the assets of any of its Subsidiaries that, individually or in the aggregate, could reasonably be expected to be Materially Adverse to the Corporation and its Subsidiaries taken as a whole, except as may result from the consequences of the amalgamation or change of control as referred to in subparagraph (i) (C) above. Other than in connection with or in compliance with the provisions of this Agreement will notthe Competition Act (Canada), conflict withthe Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (United States), the Legislation, the requirements of The Toronto Stock Exchange and The Montreal Exchange and the Crown Forest Sustainability Act (Ontario), no authorization, consent or result in any violation approval of, or default (with or without notice or lapse of timefiling with, or both) under, or give rise to a right of consent, termination, purchase, cancellation or acceleration of any obligation or to loss of any property, rights or benefits under, result in Agency is necessary for the imposition of any additional obligation under, or result in consummation by the creation of any Lien (as defined herein) upon any of the properties or assets of the Company or any Corporation of its Subsidiaries obligations under or require the consent from, or the giving of notice to, a third party pursuant to (i) the organizational documents of the Company or any of its Subsidiaries, (ii) any contract, instrument, permit, concession, franchise, license, loan or credit this agreement, noteexcept for such authorizations, bondconsents, mortgage, indenture, lease approvals and filings as to which the failure by any party to obtain or other property agreement, partnership or joint venture agreement or other legally binding agreement or obligation, whether oral or written (a "Contract"), applicable to the Company or any of its Subsidiaries or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in the following paragraph, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations or defaults that make would not, individually or in the aggregate, have a Material Adverse Effect on prevent or materially delay the Company, or those rights that if exercised, Liens that if imposed, consents that if not obtained or notices that if not given would not, individually or in consummation of the aggregate, have a Material Adverse Effect on the Company. For purposes of transactions contemplated by this Agreement, "Lien" shall mean, with respect to any asset, any imperfection of title, lien, lease, pledge, encumbrance, mortgage, claim, option, voting trust, preemptive right, attachment, encroachment or other charge or security interest in or on such assetagreement.

Authority Relative to this Agreement. Each of the DI Companies severally represents and warrants that (a) The Company it has all necessary corporate full power and authority to execute and deliver enter into this Agreement andand the transactions contemplated hereby and to perform its obligations hereunder; (b) this Agreement has been duly executed and delivered by it, and this Agreement constitutes, assuming the due authorization, execution and delivery thereof by each of the other parties to this Agreement, the legal, valid and binding obligation of such company, enforceable against it in accordance with its terms, except for (i) as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other similar laws affecting the approval enforcement of creditors' rights generally, and (ii) as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding at law or in equity); (c) the execution and delivery of this Agreement by the shareholders it and performance of its obligations hereunder will not conflict with or result in a breach, default (or an event which, with notice or lapse of time or both, would constitute a default) or violation of any of the Companyterms, provisions or conditions of any agreement, document or instrument, or any judgment, decree, court order, statute, regulation, ordinance or law to consummate which it is subject; provided, however, that the transactions contemplated hereby. The winding up and liquidation of the Liquidating Companies will be subject to shareholder approval in accordance with the Act, and (d) no permit, authorization, consent or approval of, or filing with or notification to, any court or public body or authority or expiration of any governmentally imposed waiting period, and no authorization, 7 8 consent, or approval of, or release by, any other third party, is necessary for the execution and delivery of this Agreement and the consummation by it or any of the transactions contemplated hereby have been duly and validly authorized by the Company Board upon the recommendation other Liquidating Companies of the Special Committee and no other corporate proceedings on the part of the Company or on the part of the shareholders of the Company are necessary to authorize this Agreement or to consummate the transactions so contemplated, other than the approval of this Agreement by two-thirds of the issued and outstanding Common Shares of the Company. This Agreement has been duly and validly executed and delivered by the Company, and this Agreement constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms. (b) Except as set forth in Section 3.3 of the Disclosure Schedule, the execution and delivery of this Agreement does not, and the consummation of the transactions actions contemplated by this Agreement and compliance with the provisions of this Agreement will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of consent, termination, purchase, cancellation or acceleration of any obligation or to loss of any property, rights or benefits under, result in the imposition of any additional obligation under, or result in the creation of any Lien (as defined herein) upon any of the properties or assets of the Company or any performance of its Subsidiaries under or require the consent from, or the giving of notice to, a third party pursuant to (i) the organizational documents of the Company or any of its Subsidiaries, (ii) any contract, instrument, permit, concession, franchise, license, loan or credit agreement, note, bond, mortgage, indenture, lease or other property agreement, partnership or joint venture agreement or other legally binding agreement or obligation, whether oral or written (a "Contract"), applicable to the Company or any of its Subsidiaries or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in the following paragraph, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations or defaults that would not, individually or in the aggregate, have a Material Adverse Effect on the Company, or those rights that if exercised, Liens that if imposed, consents that if not obtained or notices that if not given would not, individually or in the aggregate, have a Material Adverse Effect on the Company. For purposes of this Agreement, "Lien" shall mean, with respect to any asset, any imperfection of title, lien, lease, pledge, encumbrance, mortgage, claim, option, voting trust, preemptive right, attachment, encroachment or other charge or security interest in or on such assetobligations hereunder.

Authority Relative to this Agreement. (a) The Company has all necessary the requisite corporate power and authority to execute and deliver enter into this Agreement and, except for the approval of this Agreement by the shareholders of the Company, and to consummate the transactions contemplated herebycarry out its obligations hereunder. The execution and delivery of this Agreement by the Company, the performance by the Company of its obligations hereunder and the consummation by the Company of the transactions contemplated hereby herein have been duly and validly authorized by the Company Board upon the recommendation board of directors of the Special Committee Company. The board of directors of the Company has declared advisable and no approved this Agreement such that the restrictions on business combinations set forth in Section 203 of the Delaware Law and the restrictions on business transactions set forth in Article 7 of the Company's Certificate of Incorporation are inapplicable to Parent, Holdco, Acquisition I and Acquisition II in connection with this Agreement and the transactions contemplated hereby. No other corporate proceedings on the part of the Company or on the part of the shareholders any of the Company Subsidiaries are necessary to authorize this Agreement or to consummate the transactions so contemplated, other than the approval execution and delivery of this Agreement by two-thirds of the issued and outstanding Common Shares of the Companythis 1. This Agreement has been duly and validly executed and delivered by the Company, Company and this Agreement constitutes a valid and binding agreement obligation of the Company, enforceable against the Company in accordance with its terms, except to the extent that its enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization or other laws affecting the enforcement of creditors' rights generally or by general equitable principles. (b) Except as set forth in Section 3.3 of the Disclosure Schedule, Neither the execution and delivery of this Agreement does not, and by the Company nor the consummation by the Company of the transactions contemplated herein nor compliance by this Agreement and compliance the Company with any of the provisions hereof will (i) conflict with or result in any breach of this Agreement will notthe certificate or articles of incorporation or bylaws of the Company or any of the Company Subsidiaries, conflict with(ii) result in a violation or breach of any provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in any violation the termination, cancellation of, or default (with accelerate the performance or without notice or lapse of timeincrease the fees required by, or both) under, or give rise to result in a right of consent, termination, purchase, cancellation amendment or acceleration under, a right to require redemption or repurchase of any obligation or to otherwise "put" securities, or the loss of any property, rights or benefits under, result in the imposition of any additional obligation a material benefit under, or result in the creation of any a Lien (as defined herein) upon any of the properties or assets of the Company or any of its Company Subsidiaries under or require the consent fromunder, or the giving of notice to, a third party pursuant to (i) the organizational documents any of the Company terms, conditions or provisions of any of its Subsidiaries, (ii) any contract, instrument, permit, concession, franchise, license, loan or credit agreement, note, bond, mortgage, indenture, lease or other property agreementdeed of trust, partnership or joint venture license, contract, lease, agreement or other legally binding agreement instrument or obligationobligation of any kind to which the Company or any of the Company Subsidiaries is a party or by which the Company or any of the Company Subsidiaries or any of their respective properties or assets, whether oral may be bound or written (a iii) subject to compliance with the statutes and regulations referred to in SUBSECTION (C) below, violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation ("ContractORDER"), ) applicable to the Company or any of its Subsidiaries or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in the following paragraph, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company Subsidiaries or any of its Subsidiaries or their respective properties or assets, other than, than any such event described in the case of clauses items (ii) and or (iii) which would not (x) prevent the consummation of the transactions contemplated hereby or (y) have a Company Material Adverse Effect. (c) Except for compliance with the provisions of the Delaware Law, the Hart-Scott-Rodino Antitrust Improvements Act ("HSR ACT"), the Secxxxxxxx Xxxxxxxx Act of 1934 ("'34 ACT"), the Securities Act of 1933 (the "'33 ACT"), the rules and regulations of the New York Stock Exchange and the "blue sky" laws of various states and foreign laws, no action by any governmental authority is necessary for the Company's execution and delivery of this Agreement or the consummation by the Company of the transactions contemplated hereby except where the failure to obtain or take such conflicts, violations or defaults that action would not, individually or in the aggregate, not have a Company Material Adverse Effect on the Company, or those rights that if exercised, Liens that if imposed, consents that if not obtained or notices that if not given would not, individually or in the aggregate, have a Material Adverse Effect on the Company. For purposes of this Agreement, "Lien" shall mean, with respect to any asset, any imperfection of title, lien, lease, pledge, encumbrance, mortgage, claim, option, voting trust, preemptive right, attachment, encroachment or other charge or security interest in or on such assetEffect.

Authority Relative to this Agreement. (a) The Company has all necessary the requisite corporate power and authority to execute and deliver enter into this Agreement and, except for the approval of this Agreement by the shareholders of the Company, and all documents and agreements contemplated herein to consummate the transactions contemplated herebywhich it is or will be a party and to perform its obligations hereunder and thereunder. The execution and delivery of this Agreement and by the consummation of the transactions contemplated hereby have Company has been duly and validly authorized by the Company Board upon the recommendation board of directors of the Special Committee Company and no other corporate proceedings of the Company on the part of the Company or on the part of the shareholders of the Company Shareholders are necessary to authorize this Agreement or to consummate and the transactions so contemplated, other than the approval of this Agreement by two-thirds of the issued and outstanding Common Shares of the Companycontemplated hereunder. This Agreement agreement has been duly and validly executed and delivered by the Company, Company and this Agreement constitutes a legal, valid and binding agreement obligation of the Company, Company enforceable by the Offeror against the Company in accordance with its terms. (b) , subject to the availability of equitable remedies and the enforcement of creditors' rights generally. Except as set forth disclosed in Section 3.3 of the Company Disclosure ScheduleLetter, the execution and delivery by the Company of this Agreement does not, and the consummation performance by it of its obligations hereunder and the transactions contemplated hereby, including, but not limited to, the making of the Offer by this Agreement the Offeror, the taking up and compliance payment for Shares deposited thereunder and any subsequent Second-Step Transaction carried out and consummated in accordance with the provisions of this Agreement Applicable Laws, will notnot result in: (i) a violation, conflict with, or result in breach of any violation of, provision of or constitute a default (or an event that with or without notice or lapse of time, time or bothboth would become a default) under, require any consent to be obtained under or give rise to a right any third party rights of consent, termination, purchaseamendment, first refusal, shot-gun, acceleration, cancellation or acceleration of any penalty or payment obligation or right of purchase or sale under any provision of: (A) its constating documents or any resolution of its directors or Shareholders or those of its Subsidiaries; (B) any applicable Law or, to loss of its knowledge, any propertyregulation, rights order, judgment or benefits underdecree (subject to obtaining the authorizations, result consents and approvals referred to in the imposition of paragraph 0); or (C) any additional obligation underagreement, arrangement or result in the creation of any Lien (as defined herein) upon understanding to which it or its Subsidiaries is a party or by which any of the them or their properties or assets of the Company is bound or any of its Subsidiaries under or require the consent from, or the giving of notice to, a third party pursuant to (i) the organizational documents of the Company or any of its Subsidiaries, (ii) any contract, instrument, permit, concession, franchise, license, loan or credit agreement, note, bond, mortgage, indenture, lease or other property agreement, partnership or joint venture agreement or other legally binding agreement or obligation, whether oral or written (a "Contract"), applicable to the Company or any of its Subsidiaries or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in the following paragraph, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations or defaults that would notaffected that, individually or in the aggregate, have could reasonably be expected to result in a Material Adverse Effect on the Company, ; (ii) the imposition of any Encumbrance upon any of its assets or those rights that if exercised, Liens that if imposed, consents that if not obtained or notices that if not given would notthe assets of its Subsidiaries that, individually or in the aggregate, have could reasonably be expected to result in a Material Adverse Effect on the Company. For purposes ; or (iii) the obligation on the Company to make any "change of this Agreement, "Liencontrol" shall mean, with respect to any asset, any imperfection of title, lien, lease, pledge, encumbrance, mortgage, claim, option, voting trust, preemptive right, attachment, encroachment payment or other charge or security interest in or on such assetsimilar obligation.

Authority Relative to this Agreement. (a) The Company Each of Matria and the Seller has all necessary the requisite corporate power and authority to execute enter into this Agreement, the Noncompetition and deliver this Nonsolicitation Agreement, the Transition Services Agreement andand the SubLease Agreements (collectively, except for and together with any certificates, exhibits and schedules herein and therein, the approval of this Agreement by the shareholders of the Company, "Transaction Documents") and to consummate the transactions contemplated herebyperform its obligations hereunder and thereunder. The execution and delivery of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary action on the Company Board upon part of each of Matria and the recommendation of the Special Committee Seller, and no other corporate proceedings on the part of the Company Matria or on the part of the shareholders of the Company Seller are necessary to authorize this Agreement or to consummate Agreement, the other Transaction Documents and the transactions so contemplated, other than the approval of this Agreement by two-thirds of the issued contemplated hereby and outstanding Common Shares of the Companythereby. This Agreement has and the other Transaction Documents have been duly and validly executed and delivered by each of Matria and the CompanySeller and constitute the legal, and this Agreement constitutes a valid and binding agreement obligation of the Companyeach of such entities, enforceable against the Company in accordance with its their terms. (b) . Except as set forth in Section 3.3 of the Disclosure ScheduleLetter, neither Matria nor the execution and delivery Seller is subject to or obligated under any provision of this Agreement does not(a) its respective Certificates of Incorporation or Bylaws, and the consummation of the transactions contemplated (b) any contract to which it is a party or by this Agreement and compliance with the provisions of this Agreement will notwhich it is bound, conflict with(c) any license, franchise or permit, or result in (d) any violation oflaw, regulation, order, judgment or default decree, which would be breached, violated or defaulted (with or without due notice or lapse of time, time or both) under, or give rise to in respect of which a right of consent, termination, purchase, cancellation termination or acceleration of any obligation or to a loss of a material benefit or agreement or any property, rights or benefits under, result in the imposition of any additional obligation under, or result in the creation of any Lien (as defined herein) upon any of the properties or assets of the Company or encumbrance on any of its Subsidiaries under assets would be created or require suffered by its execution and performance of this Agreement or the consent fromother Transaction Documents, except (as to clauses (b), (c) or (d) above) where such breach, violation, right of termination or acceleration, or the giving of notice to, a third party pursuant to (i) the organizational documents of the Company or any of its Subsidiaries, (ii) any contract, instrument, permit, concession, franchise, license, loan or credit agreement, note, bond, mortgage, indenture, lease or other property agreement, partnership or joint venture agreement or other legally binding agreement or obligation, whether oral or written (a "Contract"), applicable to the Company or any of its Subsidiaries or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in the following paragraph, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations or defaults that would 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 or prevent or materially delay Matria or Seller from performing its obligations under this Agreement. Schedule 3.2 attached hereto and made a part hereof, lists all of the Companycontracts, agreements, covenants, options, leases, guaranties and other similar arrangements (whether oral or those rights that if exercisedwritten) which require the consent of any party thereto or any other third party, Liens that if imposed, consents that if not obtained or notices that if not given would not, individually or in to assign such contracts to Purchaser pursuant to the aggregate, have a Material Adverse Effect on the Company. For purposes terms of this Agreement, "Lien" shall mean, with respect to any asset, any imperfection of title, lien, lease, pledge, encumbrance, mortgage, claim, option, voting trust, preemptive right, attachment, encroachment or other charge or security interest in or on such asset.

Authority Relative to this Agreement. NON-CONTRAVENTION. (a) The Company Seller has all necessary the requisite corporate power and authority to execute and deliver enter into this Agreement and, except for the approval of this Agreement by the shareholders of the Company, and to consummate the transactions contemplated herebycarry out its obligations hereunder. The execution and delivery of this Agreement by Seller, the performance by Seller of its obligations hereunder and the consummation by Seller of the transactions contemplated hereby herein have been duly and validly authorized by the Company Board upon board of directors of Seller and the recommendation of the Special Committee Stockholders, and no other corporate proceedings on the part of the Company or on the part of the shareholders of the Company Seller are necessary to authorize the execution and delivery of this Agreement Agreement, the performance by Seller of its obligations hereunder and, except for the filing of articles of dissolution or to consummate equivalent document with the State Corporation Commission of the Commonwealth of Virginia, the consummation by Seller of the transactions so contemplated, other than the approval of this Agreement by two-thirds of the issued and outstanding Common Shares of the Companycontemplated hereby. This Agreement has been duly and validly executed and delivered by the Company, Seller and this Agreement constitutes a valid and binding agreement obligation of the CompanySeller, enforceable against the Company it in accordance with its terms, except to the extent that such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization or similar laws affecting the rights of creditors generally or by general principles of equity. (b) Except as set forth in Section 3.3 of the Disclosure ScheduleSCHEDULE 3.3, neither the execution and delivery of this Agreement does not, and by Seller nor the consummation by Seller of the transactions contemplated herein nor compliance by this Agreement and compliance Seller with any of the provisions hereof will (i) conflict with or result in any breach of this Agreement will notthe articles of incorporation or by-laws of Seller, conflict with(ii) result in a violation or breach of any provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in any violation the termination of, or default (with or without notice or lapse of timeaccelerate the performance required by, or both) under, or give rise to result in a right of consent, termination, purchase, cancellation termination or acceleration of any obligation or to loss of any property, rights or benefits under, result in the imposition of any additional obligation under, or result in the creation of any Lien (as defined herein) upon any of the properties Assets of Seller under, or assets result in the loss of a material benefit under, any of the Company terms, conditions or provisions of any of its Subsidiaries under or require the consent from, or the giving of notice to, a third party pursuant to (i) the organizational documents of the Company or any of its Subsidiaries, (ii) any contract, instrument, permit, concession, franchise, license, loan or credit agreement, note, bond, mortgage, indenture, lease or other property agreementdeed of trust, partnership or joint venture license, contract, lease, agreement or other legally binding agreement instrument or obligation, whether oral obligation of any kind to which Seller is a party or written (a "Contract"), applicable to the Company by which Seller or any of its Subsidiaries properties or their respective assets may be bound, or any permit, concession, franchise or license applicable to it or its properties or assets or (iii) subject to compliance with the governmental filings statutes and other matters regulations referred to in the following paragraphsubsections (c) and (d) below, conflict with or violate any judgment, ruling, order, writ, injunction, decree, statute, law, ordinancestatute, rule or regulation applicable to the Company Seller or any of its Subsidiaries or their respective properties or assets, other than, than any such event described in the case of clauses items (ii) and or (iii)) that could not reasonably be expected (x) to prevent the consummation of the transactions contemplated hereby or (y) to have a Seller Material Adverse Effect. (c) No action by any Governmental Entity is necessary for Seller's execution and delivery of this Agreement or the consummation by Seller or the Stockholders of the transactions contemplated hereby, any except where the failure to obtain or take such conflictsaction would not reasonably be expected (i) to prevent the consummation of the transactions contemplated hereby or (ii) to have a Seller Material Adverse Effect. (d) Except as set forth on SCHEDULE 3.3, violations no consents, approvals, orders, registrations, declarations, filings or defaults that would not, individually authorizations are required on the part of Seller for or in connection with the aggregate, execution and delivery of this Agreement or the consummation by Seller of the transactions contemplated on its part hereby except filings under the Xxxx-Xxxxx-Xxxxxx Act or where the failure to obtain or take such action would not reasonably be expected (i) to prevent the consummation of the transactions contemplated hereby or (ii) to have a Seller Material Adverse Effect on the Company, or those rights that if exercised, Liens that if imposed, consents that if not obtained or notices that if not given would not, individually or in the aggregate, have a Material Adverse Effect on the Company. For purposes of this Agreement, "Lien" shall mean, with respect to any asset, any imperfection of title, lien, lease, pledge, encumbrance, mortgage, claim, option, voting trust, preemptive right, attachment, encroachment or other charge or security interest in or on such assetEffect.

Authority Relative to this Agreement. Subject to the receipt of the Company Shareholder Approval, the Company and Merger Sub (together, the “Company Parties”) each have or will have all requisite corporate or other organizational power and authority to: (a) The Company has all necessary corporate power execute, deliver and authority to execute and deliver perform this Agreement and, except for and the approval of this Agreement by the shareholders other Transaction Agreements to which such Group Company is or will as of the Company, to Closing be a party; (b) carry out such Company Party’s obligations hereunder and thereunder and (c) consummate the transactions contemplated herebyTransactions. The Subject to the receipt of the Company Shareholder Approval, the execution and delivery by the Company Parties of this Agreement and the consummation other Transaction Agreements to which it is a party (or to which, as of the transactions contemplated hereby Closing, it will be a party) and the consummation by such Company Party of the Transactions have been (or, in the case of any Transaction Agreements entered into after the date of this Agreement, will be upon execution thereof) duly and validly authorized by all requisite action on the part of such Company Party (including (x) with respect to the Company, the approval by the Company Board upon and (y) with respect to Merger Sub, the recommendation approval by the board of the Special Committee directors of Merger Sub), and no other corporate proceedings on the part of the any Company or on the part of the shareholders of the Company Party are necessary to authorize this Agreement or to consummate the transactions so contemplated, other than the approval of this Agreement by two-thirds of the issued and outstanding Common Shares of the CompanyTransactions. This Agreement has and the other Transaction Agreements to which any Company Party is a party have been (or, in the case of any Transaction Agreements to be entered into by such Company Party after the date of this Agreement, will be upon execution thereof) duly and validly executed and delivered by such Company Party and, assuming the Companydue authorization, execution and delivery thereof by the other parties thereto, constitute (or, in the case of any Transaction Agreements to be entered into by such Company Party after the date of this Agreement constitutes a valid Agreement, will constitute) the legal and binding agreement obligations of the Companyapplicable Company Party, enforceable against the such Company Party in accordance with its terms. , except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, forbearance or similar laws affecting creditors’ rights generally or by principles governing the availability of equitable remedies (b) Except as set forth regardless of whether enforcement is sought in Section 3.3 of the Disclosure Schedule, the execution and delivery of this Agreement does not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of consent, termination, purchase, cancellation or acceleration of any obligation or to loss of any property, rights or benefits under, result in the imposition of any additional obligation under, or result in the creation of any Lien (as defined herein) upon any of the properties or assets of the Company or any of its Subsidiaries under or require the consent from, or the giving of notice to, a third party pursuant to (i) the organizational documents of the Company or any of its Subsidiaries, (ii) any contract, instrument, permit, concession, franchise, license, loan or credit agreement, note, bond, mortgage, indenture, lease or other property agreement, partnership or joint venture agreement or other legally binding agreement or obligation, whether oral or written (a "Contract"), applicable to the Company or any of its Subsidiaries or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in the following paragraph, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations or defaults that would not, individually proceeding at law or in equity) (the aggregate, have a Material Adverse Effect on the Company, or those rights that if exercised, Liens that if imposed, consents that if not obtained or notices that if not given would not, individually or in the aggregate, have a Material Adverse Effect on the Company. For purposes of this Agreement, "Lien" shall mean, with respect to any asset, any imperfection of title, lien, lease, pledge, encumbrance, mortgage, claim, option, voting trust, preemptive right, attachment, encroachment or other charge or security interest in or on such asset“Enforcement Exceptions”).

Authority Relative to this Agreement. (a) The Company has all necessary the corporate power and authority to execute and deliver enter into this Agreement and, except for and the approval of this Agreement by the shareholders of the Company, Transaction Documents to consummate the transactions contemplated herebywhich it is a party and to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and the Transaction Documents to which the Company is a party and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by the Company Board upon the recommendation all requisite corporate action of the Special Committee Company, including approval by the Company's Board of Directors and stockholders; and no other corporate proceedings on the part of the Company Company, its Board of Directors or on the part of the shareholders of the Company its stockholders are necessary to authorize this Agreement or and the Transaction Documents to consummate which it is a party and the transactions so contemplated, other than the approval of this Agreement by two-thirds of the issued contemplated hereby and outstanding Common Shares of the Companythereby. This Agreement has been duly constitutes, and validly when executed and delivered by the Company, and this Agreement constitutes each of the Transaction Documents to which it is a party will be, a valid and binding agreement obligation of the Company, Company enforceable against the Company in accordance with its terms. (b) . Except as set forth in Section 3.3 of the Disclosure Scheduleon Schedule 6.4, the execution execution, delivery and delivery performance by the Company of this Agreement does not, and the Transaction Documents and the consummation by the Company of the transactions contemplated by this Agreement hereby and compliance thereby will not (i) violate or conflict with the provisions of this Agreement will not, conflict with, any Governing Document or (ii) result in any a violation of, or default breach of or constitute (with or without due notice or lapse of time, time or both) under, a default under or give rise any Person the right to a right of consentterminate, termination, purchase, cancellation cancel or acceleration of accelerate any obligation or to loss of any property, rights or benefits under, result in the imposition of any additional obligation under, or result in the creation of any Lien (as defined herein) upon or loss of a benefit under any of the properties indenture or assets of the Company other loan document provision or any of its Subsidiaries under or require the consent from, or the giving of notice to, a third party pursuant to (i) the organizational documents of the Company or any of its Subsidiaries, (ii) any other contract, instrumentlicense, franchise, permit, concession, franchiselease, license, loan instrument or credit agreement, note, bond, mortgage, indenture, lease or other property agreement, partnership or joint venture agreement or other legally binding agreement or obligation, whether oral or written (a "Contract"), Legal Requirement applicable to the Company or any of its Subsidiaries or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in the following paragraph, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries or their respective properties or assets, other than, in the case of clauses clause (ii) and only, (iii), A) any such conflicts, violations breaches, violations, defaults, terminations, cancellations or defaults that would notaccelerations, Liens or losses which, individually or in the aggregate, will not have a Company Material Adverse Effect on or prevent or materially delay the Companyconsummation of the transactions contemplated hereby and thereby (other than any delay relating to the Legal Requirements referred to in the next sentence) and (B) the Legal Requirements referred to in the next sentence. Except as referred to in Schedule 6.4, and except in connection, or those rights that if exercisedin compliance, Liens that if imposedwith the provisions of the DGCL and the rules and regulations of the relevant Governmental Entities, and the provisions of Franchises regarding transfer of ownership or control of Franchises and the transfer of ownership or control of the FCC licenses (all of which licenses are listed in Schedule 6.4), no filing or registration with, or authorization, consent or approval of, any Governmental Entity or other Person is necessary for the consummation by the Company of the transactions contemplated by this Agreement and each of the Transaction Documents to which the Company is a party, other than filings, registrations, authorizations, consents that if or approvals the failure of which to make or obtain would not obtained or notices that if not given would nothave, individually or in the aggregate, have a Company Material Adverse Effect on or prevent or materially delay the Company. For purposes consummation of this Agreement, "Lien" shall mean, with respect to any asset, any imperfection of title, lien, lease, pledge, encumbrance, mortgage, claim, option, voting trust, preemptive right, attachment, encroachment the transactions contemplated hereby or other charge or security interest in or on such assetthereby.

Authority Relative to this Agreement. (a) The Company Corporation has all necessary the requisite corporate power and authority to execute and deliver enter into this Agreement and, except for the approval of this Agreement by the shareholders of the Company, and to consummate the transactions contemplated herebyperform its obligations hereunder. The execution and delivery of this Agreement by the Corporation and the consummation by the Corporation of the transactions contemplated hereby by this Agreement have been duly and validly authorized by the Company Board upon the recommendation board of directors of the Special Committee Corporation and no other corporate proceedings on the part of the Company or on the part of the shareholders of the Company Corporation are necessary to authorize this Agreement or to consummate and the transactions so contemplated, contemplated hereby (other than the approval of this Agreement by two-thirds of the issued and outstanding Common Shares of the CompanyDirector’s Circular). This Agreement has been duly and validly executed and delivered by the Company, Corporation and this Agreement constitutes a legal, valid and binding agreement obligation of the Company, enforceable against the Company in accordance with its terms. (b) Corporation. Except as set forth out in Section 3.3 of the Corporation’s Disclosure ScheduleStatement, the execution and delivery by the Corporation of this Agreement does not, and the consummation performance by it of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement its obligations hereunder will not, conflict with, or : (i) result in a material violation or breach of any violation provision of: (A) its certificate or articles of incorporation or by-laws or those of any of its Subsidiaries, (B) any applicable law, regulation, order, judgment or default decree (with subject to obtaining the consents referred to in paragraph (f) below), or (C) any contract, agreement, license, permit, arrangement or without notice understanding by which it or lapse any of time, its Subsidiaries is a party or bothby which any of them or their properties is bound. (ii) under, or give rise to a any right of consent, termination, purchase, cancellation termination or acceleration of indebtedness of the Corporation or any obligation Subsidiary, or cause any third party indebtedness of the Corporation or any Subsidiary to loss come due before its stated maturity or cause any available credit of the Corporation or any property, rights or benefits under, Subsidiary to cease to be available; (iii) result in the imposition of any additional obligation underencumbrance, charge or lien upon any of its assets or the assets of any Subsidiary, or, except as set out in this Agreement, restrict, hinder, impair or limit the ability of the Corporation or any Subsidiary to carry on the business of the Corporation or any Subsidiary as and where it is now being carried on or as and where it may be carried on in the future; (iv) give rise to any rights of first refusal or other buy-sell rights in favour of any third party under any agreement or in respect of any assets of the Corporation or any Subsidiary; or (v) result in any payment (including severance, unemployment compensation, golden parachute, bonus or otherwise) becoming due to any director, officer or employee of the Corporation or any Subsidiary or increase any benefits otherwise payable under any of the Corporation’s pension or benefits plan or result in the creation acceleration of time of payment or vesting of any Lien (as defined herein) upon any of the properties or assets of the Company or any of its Subsidiaries under or require the consent from, or the giving of notice to, a third party pursuant to (i) the organizational documents of the Company or any of its Subsidiaries, (ii) any contract, instrument, permit, concession, franchise, license, loan or credit agreement, note, bond, mortgage, indenture, lease or other property agreement, partnership or joint venture agreement or other legally binding agreement or obligation, whether oral or written (a "Contract"), applicable to the Company or any of its Subsidiaries or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in the following paragraph, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries or their respective properties or assetssuch benefits, other than, in than the case time of clauses (ii) and (iii), any such conflicts, violations or defaults that would not, individually or in the aggregate, have a Material Adverse Effect on the Company, or those rights that if exercised, Liens that if imposed, consents that if not obtained or notices that if not given would not, individually or in the aggregate, have a Material Adverse Effect on the Company. For purposes exercise of this Agreement, "Lien" shall mean, with respect to any asset, any imperfection of title, lien, lease, pledge, encumbrance, mortgage, claim, option, voting trust, preemptive right, attachment, encroachment or other charge or security interest in or on such assetcurrently outstanding Options.

Authority Relative to this Agreement. (a) The Company has all necessary the requisite corporate power and authority to execute and deliver this Agreement and, except for the approval of this Agreement by the shareholders of the Company, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Company Board upon the recommendation of the Special Committee and no other corporate proceedings on the part of the Company or on the part of the shareholders of the Company are necessary to authorize this Agreement or to consummate the transactions so contemplated, contemplated (other than the approval of this Agreement by two-thirds of the issued and outstanding Common Shares shareholders of the Company, to the extent required by applicable law). This Agreement has been duly and validly executed and delivered by the Company, and, assuming this Agreement constitutes a valid and binding obligation of FSI, this Agreement constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms. (b) Except as set forth in Section 3.3 3.03 of the Company Disclosure Schedule, the execution and delivery of this Agreement does not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of consent, termination, purchase, cancellation or acceleration of any obligation or to loss of any property, rights or benefits under, or result in the imposition of any additional obligation under, or result in the creation of any Lien (as defined herein) upon any of the properties or assets of the Company or any of its Subsidiaries under or require the consent fromsubsidiaries under, or the giving of notice to, a third party pursuant to (i) the organizational documents of the Company or any of its Subsidiariessubsidiaries, (ii) any contract, instrument, permit, concession, franchise, license, loan or credit agreement, note, bond, mortgage, indenture, lease or other property agreement, partnership or joint venture agreement or other legally binding agreement or obligationagreement, whether oral or written (a "Contract"), applicable to the Company or any of its Subsidiaries subsidiaries or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in the following paragraph, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations violations, defaults, rights or defaults Liens that would not, individually or in the aggregate, aggregate would not have a Material Adverse Effect on the CompanyEffect. (c) Other than in connection with, or those rights that if exercisedin compliance with, Liens that if imposedthe provisions of the DGCL with respect to the transactions contemplated hereby, the Exchange Act, the securities laws of the various states and the Xxxx-Xxxxx- Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), no authorization, consent or approval of, or filing with, any Governmental Entity (as hereinafter defined) is necessary for the consummation by the Company of the transactions contemplated by this Agreement other than authorizations, consents that if not obtained and approvals the failure to obtain, or notices that if not given filings the failure to make, which would not, individually or in the aggregate, have a Material Adverse Effect on the Company. For purposes of As used in this Agreement, the term "LienGovernmental Entity" shall meanmeans any government or subdivision thereof, with respect to domestic, foreign or supranational or any assetadministrative, any imperfection of titlegovernmental or regulatory authority, lienagency, leasecommission, pledgetribunal or body, encumbrancedomestic, mortgage, claim, option, voting trust, preemptive right, attachment, encroachment foreign or other charge or security interest in or on such assetsupranational.

Authority Relative to this Agreement. (a) The Company has all necessary the requisite corporate power and authority to execute and deliver enter into this Agreement and, except for the approval of this Agreement by the shareholders of the Company, and all documents and agreements contemplated herein to consummate the transactions contemplated herebywhich it is or will be a party and to perform its obligations hereunder and thereunder. The execution and delivery of this Agreement and by the consummation of the transactions contemplated hereby have Company has been duly and validly authorized by the Company Board upon the recommendation of the Special Committee Directors and no other corporate proceedings on the part of the Company or on the part of the shareholders of the Company are necessary to authorize this Agreement or to consummate and the transactions so contemplated, other than the approval of this Agreement by two-thirds of the issued and outstanding Common Shares of the Companycontemplated hereunder. This Agreement agreement has been duly and validly executed and delivered by the Company, Company and this Agreement constitutes a legal, valid and binding agreement obligation of the Company, Company enforceable by the Offeror against the Company in accordance with its terms. (b) , subject to the availability of equitable remedies and the enforcement of creditors' rights generally. Except as set forth disclosed in Section 3.3 of the Disclosure ScheduleData Room Materials, the execution and delivery by the Company of this Agreement does not, and the consummation performance by it of its obligations hereunder and the transactions contemplated hereby, including, but not limited to, the making of the Offer by this Agreement the Offeror, the taking up and compliance payment for Shares deposited thereunder and any subsequent Second-Step Transaction carried out and consummated in accordance with the provisions Applicable Laws, will not result in: (i) a violation or breach of this Agreement will not, conflict with, any provision of or result in any violation of, or constitute a default (or an event that with or without notice or lapse of time, time or bothboth would become a default) under, or give rise to a right others any rights of consent, termination, purchaseamendment, shot-gun, acceleration or cancellation of or acceleration of any obligation or to loss of any property, rights or benefits under, result in the imposition of any additional obligation under, or result in the creation of any Lien , (as defined herein1) upon any of the properties or assets of the Company its constating documents or any resolution of its Subsidiaries under directors or require the consent from, shareholders or the giving of notice to, a third party pursuant to (i) the organizational documents of the Company or any those of its Subsidiaries, Subsidiary; (ii2) any contractapplicable law or, instrumentto its knowledge, permitany regulation, concessionorder, franchise, license, loan judgment or credit agreement, note, bond, mortgage, indenture, lease or other property agreement, partnership or joint venture agreement or other legally binding agreement or obligation, whether oral or written decree (a "Contract"), applicable to the Company or any of its Subsidiaries or their respective properties or assets or (iii) subject to obtaining the governmental filings authorizations, consents and other matters approvals referred to in the following paragraphparagraph (e)); or (3) any agreement, any judgment, order, decree, statute, law, ordinance, rule arrangement or regulation applicable understanding to the Company which it or its Subsidiary is a party or by which any of its Subsidiaries them or their respective properties is bound or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations or defaults that would notaffected that, individually or in the aggregate, have could reasonably be expected to result in a Material Adverse Effect on the Company, ; (ii) the imposition of any Encumbrance upon any of its assets or those rights that if exercised, Liens that if imposed, consents that if not obtained or notices that if not given would notthe assets of its Subsidiary that, individually or in the aggregate, have could reasonably be expected to result in a Material Adverse Effect on the Company. For purposes ; or (iii) the obligation on the Company to make any "change of this Agreement, "Liencontrol" shall mean, with respect to any asset, any imperfection of title, lien, lease, pledge, encumbrance, mortgage, claim, option, voting trust, preemptive right, attachment, encroachment payment or other charge or security interest in or on such assetsimilar obligation.

Authority Relative to this Agreement. (a) The Company has all necessary the requisite corporate and other power and authority to execute enter into and deliver perform this Agreement and, except for and to carry out its obligations hereunder (it being understood that the Company's obligations hereunder to effect the Merger is subject to the approval of this Agreement by the its shareholders of the Company, to consummate the transactions contemplated herebyas set forth in Section 3.27). The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby have been duly and validly authorized by the Company Board upon the recommendation of Directors of the Special Committee and Company and, except for the approval of its shareholders as set forth in Section 3.27, no other corporate proceedings on the part of the Company or on the part of the shareholders of the Company are necessary to authorize this Agreement or to consummate the transactions so contemplated, other than the approval of this Agreement by two-thirds of the issued and outstanding Common Shares of the Companysuch transactions. This Agreement has been duly and validly executed and delivered by the Company, Company and this Agreement constitutes a valid and binding agreement obligation of the Company, enforceable against the Company in accordance with its terms. (b) , 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 in the DCI Disclosure Letter, neither the Company nor any of its Subsidiaries (as defined in Section 3.3 3.6(b)) is subject to, or obligated under, any provision of (a) its Certificate of Incorporation, Articles of Incorporation or Bylaws, (b) any agreement, arrangement or understanding, (c) any license, franchise or permit or (d) subject to compliance with any of the Disclosure Schedulestatutes referred to in the next sentence, the execution 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 its execution, delivery and delivery performance of this Agreement does notand the consummation by it of the transactions contemplated hereby, and the Company has not taken any action that is inconsistent in 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 Colorado Law and the Exchange Act, 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 and compliance with the provisions of this Agreement will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of consent, termination, purchase, cancellation or acceleration of any obligation or to loss of any property, rights or benefits under, result in the imposition of any additional obligation under, or result in the creation of any Lien (as defined herein) upon any of the properties or assets of the Company or any of its Subsidiaries under or require the consent from, or the giving of notice to, a third party pursuant to (i) the organizational documents of the Company or any of its Subsidiaries, (ii) any contract, instrument, permit, concession, franchise, license, loan or credit agreement, note, bond, mortgage, indenture, lease or other property agreement, partnership or joint venture agreement or other legally binding agreement or obligation, whether oral or written (a "Contract"), applicable to the Company or any of its Subsidiaries or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in the following paragraph, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations or defaults that would not, individually or in the aggregate, have a Material Adverse Effect on the Company, or those rights that if exercised, Liens that if imposed, consents that if not obtained or notices that if not given would not, individually or in the aggregate, have a Material Adverse Effect on the Company. For purposes of this Agreement, "Lien" shall mean, with respect to any asset, any imperfection of title, lien, lease, pledge, encumbrance, mortgage, claim, option, voting trust, preemptive right, attachment, encroachment or other charge or security interest in or on such asset.

Authority Relative to this Agreement. (a) The Company GPH has all necessary corporate the requisite power and authority to execute and deliver enter into this Agreement and, except for the approval of this Agreement by the shareholders of the Company, and to consummate the transactions contemplated herebycarry out its obligations hereunder. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary actions on the Company Board part of 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 recommendation enforcement of creditors' rights generally and except that the availability of equitable remedies, including specific performance, is subject to the discretion of the Special Committee and no court before which any proceeding therefor may be brought. No other corporate proceedings on the part of the Company or on the part of the shareholders of the Company GPH are necessary to authorize this Agreement or to consummate the transactions so contemplated, other than the approval of this Agreement by two-thirds of the issued and outstanding Common Shares of the Company. This Agreement has been duly and validly executed and delivered by the Company, and this Agreement constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms. (b) Except as set forth in Section 3.3 of the Disclosure Schedule, the execution and delivery of this Agreement does not, and the consummation of the transactions contemplated by this Agreement hereby and compliance with the provisions of this Agreement will notthereby. GPH is not subject to or obligated under (i) any operating agreement, conflict withindenture or other loan document provision or (ii) any other contract, license, franchise, permit, order, decree, concession, lease, instrument, judgment, statute, law, ordinance, rule or regulation applicable to GPH or its properties or assets, that would be breached or violated, or result in any violation of, or under which there would be a default (with or without notice or lapse of time, or both) under), or give rise to under which there would arise a right of consent, termination, purchase, cancellation or acceleration of any obligation or to the loss of any propertya material benefit, rights or benefits under, result in the imposition of any additional obligation under, or result in the creation of any Lien (as defined herein) upon any of the properties or assets of the Company or any of by its Subsidiaries under or require the consent from, or the giving of notice to, a third party pursuant to (i) the organizational documents of the Company or any of its Subsidiaries, (ii) any contract, instrument, permit, concession, franchise, license, loan or credit agreement, note, bond, mortgage, indenture, lease or other property agreement, partnership or joint venture agreement or other legally binding agreement or obligation, whether oral or written (a "Contract"), applicable to the Company or any of its Subsidiaries or their respective properties or assets or (iii) subject to the governmental filings executing and other matters referred to in the following paragraph, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries or their respective properties or assets, carrying out this Agreement other than, in the case of clauses clause (ii) and only, (iii)A) any breaches, any such conflictsviolations, violations defaults, terminations, cancellations, accelerations or defaults that would 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. Except in connection, or those rights that if exercisedin compliance, Liens that if imposedwith the provisions of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), no filing or registration with, or authorization, consent or approval of, any public body or authority is necessary for the consummation by GPH of the transactions contemplated by this Agreement, other than filings, registrations, authorizations, consents that if or approvals the failure of which to make or obtain would not obtained or notices that if not given would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company. For purposes of this Agreement, "Lien" shall mean, with respect to any asset, any imperfection of title, lien, lease, pledge, encumbrance, mortgage, claim, option, voting trust, preemptive right, attachment, encroachment or other charge or security interest in or on such assetGPH.

Authority Relative to this Agreement. (a) The Company Each Shareholder has all necessary corporate full and complete power and authority to execute and deliver this Agreement and, except for the approval of this Agreement by the shareholders of the Company, and to consummate the transactions contemplated herebyhereby as they relate to such Shareholder and the transactions described herein have been approved by the Board of Directors of Company. The execution and delivery of this Agreement by each Shareholder and any and all related agreements and documents, and the consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized by each such Shareholder and, except only for the Company Board upon the recommendation lessor consents to be delivered pursuant to Section 3.3,Delete: or any consent of the Special Committee LaSalle Bank to be delivered pursuant to Section 2.2 and consent of LaSalle Bank to be delivered pursuant to Section 6.7, no other consents or corporate proceedings on the part of the Company Shareholders or on the part of the shareholders of the Company are necessary to authorize with respect thereto. When executed and delivered, this Agreement or to consummate the transactions so contemplatedAgreement, other than the approval of this Agreement by two-thirds of the issued and outstanding Common Shares of the Company. This Agreement has all related agreements and documents, shall have been duly and validly executed and delivered by the CompanyShareholders and will not violate, and this Agreement constitutes constitute or cause a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms. (b) Except as set forth in Section 3.3 of the Disclosure Schedule, the execution and delivery of this Agreement does not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement will not, conflict withdefault, or result in any violation ofloss of a Material right under, any provision of law or Company's articles of incorporation and bylaws, or default (with or without notice or lapse of timeany rule, or both) under, or give rise to a right of consent, termination, purchase, cancellation or acceleration of any obligation or to loss of any property, rights or benefits under, result in the imposition of any additional obligation under, or result in the creation of any Lien (as defined herein) upon any of the properties or assets of the Company or any of its Subsidiaries under or require the consent from, or the giving of notice to, a third party pursuant to (i) the organizational documents of the Company or any of its Subsidiaries, (ii) any contract, instrument, permit, concession, franchise, license, loan or credit agreement, note, bond, mortgage, indenture, lease or other property agreement, partnership or joint venture agreement or other legally binding agreement or obligation, whether oral or written (a "Contract"), applicable to the Company or any of its Subsidiaries or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in the following paragraph, any judgmentregulation, order, judgment, decree, statutecontract, law, ordinance, rule instrument or regulation applicable agreement to the which Shareholders or Company or any of its Subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations or defaults that would not, individually or in the aggregate, have a Material Adverse Effect on the Companyis subject, or those rights that if exercisedto which either is a party, Liens that if imposedand will not result in any termination, consents that if not obtained acceleration or notices that if not given would notmaturity of any liability, individually Indebtedness or in the aggregate, have a Material Adverse Effect on the obligation of Shareholders or Company. For purposes This Agreement constitutes, and when executed and delivered each of this Agreementthe related agreements and documents shall constitute, "Lien" shall mean, with respect to any asset, any imperfection a valid and binding obligation of title, lien, lease, pledge, encumbrance, mortgage, claim, option, voting trust, preemptive right, attachment, encroachment or other charge or security interest in or on such assetCompany and Shareholders.

Authority Relative to this Agreement. (a) The Company has all necessary the requisite corporate power and authority to execute and deliver enter into this Agreement and, except for the approval of this Agreement by the shareholders of the Company, and to consummate the transactions contemplated herebyperform its obligations hereunder. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby by this Agreement have been duly and validly authorized by the Company Board upon the recommendation of the Special Committee and no other corporate proceedings on the part of the Company or on the part of the shareholders of the Company are necessary to authorize this Agreement or to consummate and the transactions so contemplatedperformance by the Company of its obligations hereunder, other than the approval of this Agreement the Directors’ Circular by two-thirds of the issued and outstanding Common Shares of the CompanyBoard. This Agreement has been duly and validly executed and delivered by the Company, Company and this Agreement constitutes a legal, valid and binding agreement obligation of the Company, enforceable by the Offeror against the Company in accordance with its terms. (b) Except , subject, however, to limitations with respect to enforcement imposed by law in connection with bankruptcy, insolvency or similar proceedings and to the extent that equitable remedies such as set forth specific performance and injunction are in Section 3.3 the discretion of the Disclosure Schedule, the court from which they are sought. The execution and delivery by the Company of this Agreement does not, and performance by it of its obligations hereunder and the completion of the Offer and the consummation of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement hereby will not: (a) violate, conflict with, with or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of consent, termination, purchase, cancellation or acceleration breach of any obligation provision of: (i) the Company Governing Documents or to loss the constating documents or by-laws of any propertyCompany Subsidiary; (ii) any agreement, rights contract, indenture, deed of trust, mortgage, bond, note, instrument, licence, franchise, grant or benefits under, result in the imposition of any additional obligation under, or result in the creation of any Lien (as defined herein) upon any of the properties or assets of permit to which the Company or any of its Subsidiaries under or require the consent from, or the giving of notice to, a third party pursuant Company Subsidiary is bound; or (iii) any applicable Law to (i) the organizational documents of which the Company or any of its Subsidiaries, (ii) any contract, instrument, permit, concession, franchise, license, loan Company Subsidiary is subject or credit agreement, note, bond, mortgage, indenture, lease or other property agreement, partnership or joint venture agreement or other legally binding agreement or obligation, whether oral or written (a "Contract"), applicable to by which the Company or any of its Subsidiaries Company Subsidiary is bound, except for any violation, conflict or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in the following paragraph, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations or defaults that breach which would not, individually or in the aggregate, have a Material Adverse Effect on in respect of the Company; (b) give rise to any right of termination, or those rights that if exercisedacceleration of indebtedness, Liens that if imposedor cause any indebtedness to come due before its stated maturity, consents that if not obtained or notices that if not given would notunder any indenture, individually or in the aggregate, have a Material Adverse Effect on the Company. For purposes deed of this Agreement, "Lien" shall mean, with respect to any asset, any imperfection of title, lien, lease, pledge, encumbrancetrust, mortgage, claimbond, optioninstrument, voting licence, permit or material agreement to which the Company or any Company Subsidiary is bound; or (c) other than as set out in the Disclosure Letter, give rise to any rights of first refusal or change in control payment or similar obligation or any restriction or limitation under any such agreement, contract, indenture, deed of trust, preemptive rightmortgage, attachmentbond, encroachment note, instrument, licence, franchise, grant or other permit, or result in the imposition of any encumbrance, charge or security interest lien upon any of the Company’s assets or the assets of any Company Subsidiary. Other than in connection with the rules of the TSXV, no authorization, consent or on such assetapproval of, or filing with, any Regulatory Authority is necessary under applicable Law for the consummation by the Company of its obligations under this Agreement.

Authority Relative to this Agreement. (a) The Company Sub has all necessary the ------------------------------------ requisite corporate power and authority to execute and deliver enter into this Agreement and, except for the approval of this Agreement by the shareholders of the Company, and to consummate the transactions contemplated herebycarry out its obligations hereunder. The execution and delivery of this Agreement by Sub and the consummation of the transactions contemplated hereby by Sub have been duly and validly authorized by the Company Board upon the recommendation of the Special Committee and no other all necessary corporate proceedings action on the part of the Company or on the part of the shareholders of the Company are necessary to authorize this Agreement or to consummate the transactions so contemplated, other than the approval of this Agreement by two-thirds of the issued and outstanding Common Shares of the CompanySub. This Agreement has been duly and validly executed and delivered by Sub and, assuming the Companydue authorization, and this Agreement constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms. (b) Except as set forth in Section 3.3 of the Disclosure Schedule, the execution and delivery of this Agreement does notby the Company and JEDI, this Agreement constitutes a legal, valid and binding obligation of Sub 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 court before which any proceeding therefor may be brought. Neither the execution, delivery and performance of this Agreement nor the consummation of the transactions contemplated by this Agreement and compliance hereby will (i) conflict with or violate the provisions Certificate of this Agreement will not, conflict with, Incorporation or By-laws of Sub or (ii) result in any violation of, breach or constitute a default (with or without notice or lapse of time, or both) under, or give rise to a right in others of consent, any rights of termination, purchase, cancellation or acceleration of under any obligation or to loss of any propertyindenture, rights or benefits under, result in the imposition of any additional obligation under, or result in the creation of any Lien (as defined herein) upon any of the properties or assets of the Company or any of its Subsidiaries under or require the consent from, or the giving of notice to, a third party pursuant to (i) the organizational documents of the Company or any of its Subsidiaries, (ii) any contract, instrument, permit, concessionlicense, franchise, license, loan or credit agreement, note, bond, mortgage, indenture, lease or other property agreement, partnership or joint venture agreement or other legally binding agreement or obligation, whether oral or written (a "Contract"), applicable to the Company or any of its Subsidiaries or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in the following paragraph, any judgmentpermit, order, decree, concession, lease, instrument, judgment, statute, law, ordinance, rule or regulation applicable to the Company Sub or any of its Subsidiaries or their respective properties or assets, other than, in the case of clauses clause (ii) only, breaches, defaults, violations and losses of rights that would not have a Sub Material Adverse Effect. Except as referred to herein, or in connection or in compliance with the provisions of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (iiithe "HSR Act"), any such conflictsthe Securities Exchange Act of 1934, violations as amended (the "Exchange Act"), and the filing and recordation of the certificate of merger pursuant to the DGCL, no filing or defaults that would not, individually or in the aggregate, have a Material Adverse Effect on the Companyregistration with, or those rights that if exercisedauthorization, Liens that if imposedconsent or approval of, consents that if not obtained any governmental or notices that if not given would not, individually regulatory body or in authority or third party is necessary for the aggregate, have a Material Adverse Effect on consummation by Sub of the Company. For purposes of Merger or the other transactions contemplated by this Agreement, "Lien" shall meanexcept where the failure to make any such filing or registration or to obtain such authorization, with respect to any asset, any imperfection consent or approval would not prevent consummation of title, lien, lease, pledge, encumbrance, mortgage, claim, option, voting trust, preemptive right, attachment, encroachment the Merger or other charge or security interest in or on such assethave a Sub Material Adverse Effect.

Authority Relative to this Agreement. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement andAgreement, except for the approval of this Agreement by the shareholders of the Company, to perform its obligations hereunder and to consummate the transactions contemplated herebyTransactions. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby Transactions have been duly and validly authorized by the Company Board upon the recommendation of the Special Committee all necessary corporate action and no other corporate proceedings on the part of the Company or on the part of the shareholders of the Company are necessary to authorize this Agreement or to consummate the transactions so contemplatedTransactions (other than, other than with respect to the approval Merger, the adoption of this Agreement by two-thirds the holders of a majority of the issued shares of Company Common Stock and outstanding Common Shares the filing and recordation of the Companyappropriate merger documents as required by Delaware Law). This Agreement has been duly and validly executed and delivered by the CompanyCompany and, assuming the due authorization, execution and this Agreement delivery by Parent and Merger Sub, constitutes a legal, valid and binding agreement obligation of the Company, enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles. (b) Except as set forth in Section 3.3 The affirmative vote at a duly called meeting of stockholders at which a quorum is present of the Disclosure Schedule, the execution and delivery holders of this Agreement does not, and the consummation a majority of the transactions contemplated by this Agreement and compliance with outstanding Company Common Stock entitled to vote thereon is the provisions only vote of this Agreement will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of consent, termination, purchase, cancellation or acceleration the holders of any obligation class or to loss series of any property, rights or benefits under, result in the imposition of any additional obligation under, or result in the creation of any Lien (as defined herein) upon any of the properties or assets capital stock of the Company or any of its the Company Subsidiaries under required to approve the Merger, this Agreement and the Transactions. Except as described in Section 3.05(c), no other vote of the stockholders or require the consent from, or the giving of notice to, a third party pursuant to (i) the organizational documents directors of the Company or any of its Subsidiariesthe Company Subsidiaries is required by law, (ii) any contract, instrument, permit, concession, franchise, license, loan and no amendment of the Certificates of Incorporation or credit agreement, note, bond, mortgage, indenture, lease or other property agreement, partnership or joint venture agreement or other legally binding agreement or obligation, whether oral or written (a "Contract"), applicable to By-laws of the Company or any of its the Company's Subsidiaries or their respective properties or assets or is required in order for the Company to consummate the Merger and the Transactions. (iiic) subject As of the date hereof, the Board of Directors of the Company, at a meeting duly called and held, has (i) determined that this Agreement and the Transactions are advisable and are fair to the governmental filings and other matters referred to in the following paragraph, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to best interests of the Company or any of its Subsidiaries or their respective properties or assets, other than, in and has approved the case of clauses same and (ii) and (iii), any such conflicts, violations or defaults resolved to recommend that would not, individually or in the aggregate, have a Material Adverse Effect on the Company, 's stockholders vote to approve and adopt this Agreement and the transactions contemplated herein. (d) The Company has not adopted a shareholder rights plan or those rights that if exercised, Liens that if imposed, consents that if not obtained any similar plan or notices that if not given would not, individually or in the aggregate, have a Material Adverse Effect on the Company. For purposes of this Agreement, "Lien" shall mean, with respect to any asset, any imperfection of title, lien, lease, pledge, encumbrance, mortgage, claim, option, voting trust, preemptive right, attachment, encroachment or other charge or security interest in or on such assetinstrument.

Authority Relative to this Agreement. (a) The Company Each of Parent and the Merger Sub has all necessary the requisite corporate power and authority to execute and deliver enter into this Agreement and, except for the approval of this Agreement by the shareholders of the Company, and to consummate the transactions contemplated herebycarry out its obligations hereunder. The execution and delivery of this Agreement by Parent and the Merger Sub and the consummation by Parent and the Merger Sub of the transactions contemplated hereby have been duly and validly authorized by Parent and by the Company Board upon the recommendation of Directors and sole shareholder of the Special Committee Merger Sub, and no other corporate proceedings on the part of Parent or the Company or on the part of the shareholders of the Company Merger Sub are necessary to authorize this Agreement or to consummate the transactions so contemplated, other than the approval of this Agreement by two-thirds of the issued and outstanding Common Shares of the Companysuch transactions. This Agreement has been duly and validly executed and delivered by Parent and the Company, Merger Sub and this Agreement constitutes a valid and binding agreement obligation of the Companyeach, enforceable against the Company in accordance with its terms. . Neither Parent nor the Merger Sub is subject to, or obligated under, any provision of (a) their respective Certificates of Incorporation or Bylaws, (b) Except as set forth any agreement, arrangement or understanding, (c) any license, franchise or permit or (d) subject to compliance with the statutes referred to in Section 3.3 the next sentence, any law, regulation, order, judgment or decree, which would be breached, or violated, or in respect of the Disclosure Schedulewhich a right of termination or acceleration or any encumbrance on any of its or any of its subsidiaries' assets would be created, the execution by its execution, delivery and delivery performance of this Agreement does not, and the consummation by it of the transactions contemplated hereby, other than any such breaches or violations which will not, individually or in the aggregate, have a material adverse effect on the business, operations or financial condition of Parent and its subsidiaries, taken as a whole. Other than authorizations, consents and approvals of or filings or registrations with the Delaware Law, the SEC and other 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 Merger Sub of the transactions contemplated by this Agreement Agreement, except for such authorizations, consents, approvals and compliance with filings as to which the provisions of this Agreement will not, conflict with, failure to obtain or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of consent, termination, purchase, cancellation or acceleration of any obligation or to loss of any property, rights or benefits under, result in the imposition of any additional obligation under, or result in the creation of any Lien (as defined herein) upon any of the properties or assets of the Company or any of its Subsidiaries under or require the consent from, or the giving of notice to, a third party pursuant to (i) the organizational documents of the Company or any of its Subsidiaries, (ii) any contract, instrument, permit, concession, franchise, license, loan or credit agreement, note, bond, mortgage, indenture, lease or other property agreement, partnership or joint venture agreement or other legally binding agreement or obligation, whether oral or written (a "Contract"), applicable to the Company or any of its Subsidiaries or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in the following paragraph, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations or defaults that make would not, individually or in the aggregate, have a Material Adverse Effect material adverse effect on the Companybusiness, operations or those rights that if exercisedfinancial condition of Parent and its subsidiaries, Liens that if imposed, consents that if not obtained or notices that if not given would not, individually or in the aggregate, have taken as a Material Adverse Effect on the Company. For purposes of this Agreement, "Lien" shall mean, with respect to any asset, any imperfection of title, lien, lease, pledge, encumbrance, mortgage, claim, option, voting trust, preemptive right, attachment, encroachment or other charge or security interest in or on such assetwhole.