Common use of Authority to Execute and Perform Agreement Clause in Contracts

Authority to Execute and Perform Agreement. (a) Parent and Sub have the corporate power and authority to enter into, execute and deliver this Agreement and to perform fully their obligations hereunder and the transactions contemplated hereby. The Board of Directors of each of Parent and Sub has approved this Agreement and the transactions contemplated hereby. No approval by Parent’s stockholders is required to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by Parent and Sub and constitutes a valid and binding obligation, enforceable against them in accordance with its terms, except to the extent enforceability may be limited by the effect of applicable bankruptcy, reorganization, insolvency, moratorium or other Laws affecting the enforcement of creditors’ rights generally and the effect of general principles of equity, regardless of whether such enforceability is considered in a proceeding at Law or in equity. (b) Except for (i) filings with the SEC under the Exchange Act, (ii) filings with the Secretary of State of the State of Delaware contemplated herein, (iii) filings under the Pennsylvania Takeover Disclosure Law and (iv) the filing of a Notification and Report Form under the HSR Act and any similar filings in foreign jurisdictions, the execution, delivery and performance of this Agreement by Parent and Sub and the consummation by Parent and Sub of the transactions contemplated hereby will not (i) violate any provision of the organizational documents of Parent or Sub, (ii) violate, conflict with or result in the breach of any of the terms or conditions of, result in modification of, require any notice or action under, or otherwise give any other contracting party the right to terminate, accelerate obligations under or receive payment under or constitute (or with notice or lapse of time or both constitute) a default under, any instrument, contract or other agreement to which Parent or Sub is a party or to which either of them or any of their respective assets or properties is bound or subject, (iii) violate any Law applicable to Parent or Sub or by which any of their respective assets or properties is bound, (iv) violate any governmental permit, (v) require any filing with, notice to, or permit, consent or approval of, any Governmental Entity, excluding from the foregoing clauses (ii), (iii), (iv) and (v) violations, conflicts breaches, modifications and defaults which, and filings, notices, permits, consents and approvals the absence of which, in the aggregate, would not reasonably be expected to have a material adverse effect on the ability of Parent and Sub to consummate the transactions contemplated hereby.

Authority to Execute and Perform Agreement. (a) Parent The Buyer has ------------------------------------------ the full legal right and Sub have the corporate power and all authority and approvals required to enter into, execute and deliver this Agreement and each other agreement, document, or instrument or certificate contemplated by this Agreement to perform fully their obligations hereunder and be executed by Buyer in connection with the consummation of the transactions contemplated hereby. The Board of Directors of each of Parent and Sub has approved by this Agreement (collectively the "Buyer Documents"), and the transactions contemplated hereby. No approval by Parent’s stockholders is required to consummate the --------------- transactions contemplated herebyhereby and thereby. This Agreement has been duly executed and delivered by Parent the Buyer and, assuming due execution and Sub and constitutes a delivery hereof by the other parties hereto, this Agreement will be valid and binding obligation, obligation of the Buyer enforceable against them the Buyer in accordance with its terms, except terms except: (a) as rights to indemnity hereunder may be limited by federal or state securities laws or the extent public policies embodied therein; (b) as such enforceability may be limited by the effect of applicable bankruptcy, reorganization, insolvency, moratorium moratorium, reorganization or other Laws similar laws affecting the enforcement of creditors’ ' rights generally generally; and (c) as the remedy of specific performance and other forms of injunctive relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The execution and delivery by the Buyer of this Agreement and the effect other Buyer Documents, the consummation of general principles the transactions contemplated hereby and thereby and the performance by the Buyer of equity, regardless of whether such enforceability is considered this Agreement and the other Buyer Documents in a proceeding at Law or in equity. (b) Except for accordance with their respective terms and conditions will not (i) filings conflict with or result in any breach of any provision of the SEC under Certificate of Incorporation or By-Laws of the Exchange Act, Buyer; (ii) require the Buyer to obtain any consent, approval, authorization or action of, or make any filing with or give any notice to, any Governmental Entity or any other Person other than any filings with the Secretary of State of the State of Delaware contemplated herein, (iii) filings under the Pennsylvania Takeover Disclosure Law and (iv) the filing of a Notification and Report Form required under the HSR Act and any similar filings in foreign jurisdictions, applicable securities laws except for the execution, delivery and performance of this Agreement by Parent and Sub and the consummation by Parent and Sub consent of the transactions contemplated hereby will not lenders under the Buyer's credit agreement, which the Buyer has obtained; (i) violate any provision of the organizational documents of Parent or Sub, (iiiii) violate, conflict with or result in the breach of any of the terms or and conditions of, result in a material modification of the effect of, require any notice otherwise cause the termination of or action under, or otherwise give any other contracting party the right to terminate, accelerate obligations under or receive payment under or constitute (or with notice or lapse of time or both constitute) a default under, any instrument, contract or other agreement Contract to which Parent or Sub the Buyer is a party or by or to which either of them the Buyer or any of their respective assets or its properties is or may be bound or subject, (iii) violate any Law applicable to Parent ; or Sub or by which any of their respective assets or properties is bound, (iv) violate any governmental permit, (v) require any filing with, notice to, Applicable Law or permit, consent or approval of, Order of any Governmental Entity, excluding from Entity applicable to the foregoing clauses (ii), (iii), (iv) and (v) violations, conflicts breaches, modifications and defaults which, and filings, notices, permits, consents and approvals the absence of which, in the aggregate, would not reasonably be expected to have a material adverse effect on the ability of Parent and Sub to consummate the transactions contemplated herebyBuyer.

Authority to Execute and Perform Agreement. (a) Parent and Sub have the corporate power and authority to enter into, execute and deliver this Agreement and to perform fully their obligations hereunder and the transactions contemplated hereby. The Board of Directors of each of Parent and Sub has approved this Agreement and the transactions contemplated hereby. No approval by Parent’s stockholders is required to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by Parent and Sub and constitutes a valid and binding obligation, enforceable against them in accordance with its terms, except to the extent enforceability may be limited by the effect of applicable bankruptcy, reorganization, insolvency, moratorium or other Laws affecting the enforcement of creditors’ rights generally and the effect of general principles of equity, regardless of whether such enforceability is considered in a proceeding at Law or in equity. (b) Except for (i) filings with the SEC under the Exchange Act, (ii) filings with the Secretary of State of the State of Delaware contemplated herein, and (iii) filings under the Pennsylvania Takeover Disclosure Law and (iv) the filing of a Notification and Report Form under the HSR Act and any similar filings in foreign jurisdictions, the execution, delivery and performance of this Agreement by Parent and Sub and the consummation by Parent and Sub of the transactions contemplated hereby will not (iA) violate any provision of the certificate of incorporation or bylaws or similar organizational documents of Parent or Sub, (iiB) violate, conflict with or result in the breach of any of the terms or conditions of, result in modification of, require any notice or action under, or otherwise give any other contracting party the right to terminate, accelerate obligations under or receive payment under or constitute (or with notice or lapse of time or both constitute) a default under, any instrument, contract or other agreement to which Parent or Sub is a party or to which either of them or any of their respective assets or properties is bound or subject, (iiiC) violate any Law applicable to Parent or Sub or by which any of their respective assets or properties is bound, (ivD) violate any governmental permit, (vE) require any filing with, notice to, or permit, consent or approval of, any Governmental Entity, excluding from the foregoing clauses (ii), (iii), (iv) and (v) violations, conflicts breaches, modifications and defaults which, and filings, notices, permits, consents and approvals the absence of which, in the aggregate, would not reasonably be expected to have a material adverse effect on the ability of Parent and Sub to consummate the transactions contemplated hereby.clauses

Authority to Execute and Perform Agreement. (a) Parent and Sub have the corporate power and authority to enter into, execute and deliver this Agreement and to perform fully their obligations hereunder and the transactions contemplated hereby. The Board of Directors of each of Parent and Sub has approved this Agreement and the transactions contemplated hereby. No approval by Parent’s stockholders shareholders or Sub is required to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by Parent and Sub and constitutes a valid and binding obligation, enforceable against them in accordance with its terms, except to the extent enforceability may be limited by the effect of applicable bankruptcy, reorganization, insolvency, moratorium or other Laws laws affecting the enforcement of creditors’ rights generally and the effect of general principles of equity, regardless of whether such enforceability is considered in a proceeding at Law law or in equity. (b) Except for (i) filings with the SEC under the Exchange Act, (ii) filings with the Secretary of State of the State of Delaware contemplated herein, (iii) filings under the Pennsylvania Takeover Disclosure Law and (iv) the filing of a Notification and Report Form under the HSR Act and any similar filings in foreign jurisdictions, the The execution, delivery and performance of this Agreement by Parent and Sub and the consummation by Parent and Sub of the transactions contemplated hereby will not (i) violate any provision of the organizational documents charter or by-laws of Parent or Sub, (ii) violate, conflict with or result in the breach of any of the terms or conditions of, result in modification of, require any notice or action under, or otherwise give any other contracting party the right to terminate, accelerate obligations under or receive payment under or constitute (or with notice or lapse of time or both constitute) a default under, any instrument, contract or other agreement to which Parent or Sub is a party or to which either of them or any of their respective assets or properties is bound or subject, (iii) violate any Law applicable to Parent or Sub or by which any of their respective assets or properties is bound, (iv) violate any governmental permit, (v) require any filing with, notice to, or permit, consent or approval of, any Governmental Entitygovernmental or regulatory body, excluding from the foregoing clauses (ii), (iii), (iv) and (v) violations, conflicts breaches, modifications and defaults which, and filings, notices, permits, consents and approvals the absence of which, in the aggregate, would not reasonably be expected to have a material adverse effect on the ability of Parent and Sub to consummate the transactions contemplated hereby.

Authority to Execute and Perform Agreement. (a) Parent and Sub have has the requisite corporate power and authority to enter into, execute and deliver this Agreement and each of the Transaction Documents to which it will be a party, to perform fully their its obligations hereunder and the transactions contemplated hereby. The Board of Directors of each of Parent thereunder and Sub has approved this Agreement and the transactions contemplated hereby. No approval by Parent’s stockholders is required to consummate the transactions contemplated herebyhereby and thereby. The execution, delivery and performance by Parent of this Agreement and each of the Transaction Documents to which it will be a party and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by the board of directors of Parent and all other requisite corporate or stockholder action. (b) Holdings has the requisite limited liability company power and authority to enter into, execute and deliver this Agreement and each of the Transaction Documents to which it will be a party, to perform fully its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Holdings of this Agreement and each of the Transaction Documents to which it will be a party and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary limited liability company action or proceedings required to be taken by Holdings. (c) The Company has the requisite power and authority to enter into, execute and deliver this Agreement and each of the Transaction Documents to which it will be a party, to perform fully its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by the Company of this Agreement and each of the Transaction Documents to which it will be a party and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary limited liability company action or proceedings required to be taken by the Company. (d) Each Transaction Document Affiliate has the requisite power and authority to enter into, execute and deliver each of the Transaction Documents to which it will be a party, to perform fully its obligations thereunder and to consummate the transactions contemplated thereby. Prior to the execution and delivery of each such Transaction Document by such Transaction Document Affiliate, the execution, delivery and performance by such Transaction Document Affiliate of each such Transaction Document and the consummation by it of the transactions contemplated thereby will have been duly and validly authorized by all necessary corporate or stockholder action or proceedings required to be taken by such Transaction Document Affiliate. (e) This Agreement has been duly executed and delivered by Parent Parent, Holdings and Sub the Company and, assuming due authorization, execution and delivery of this Agreement by Purchaser, this Agreement constitutes a valid and binding obligationobligation of Parent, Holdings and the Company, enforceable against each of them in accordance with its terms, except subject to the extent enforceability may be limited by the effect of applicable bankruptcy, insolvency, fraudulent transfer, reorganization, insolvency, moratorium and other similar Laws of general applicability relating to or other Laws affecting the enforcement of creditors’ rights generally and the effect of to general principles of equity, equity (regardless of whether such enforceability enforcement is considered sought in a proceeding at Law in equity or in equityLaw) (the “Bankruptcy and Equity Exception”). (bf) Except for (i) filings with the SEC under the Exchange ActUpon their execution, (ii) filings with the Secretary of State each of the State of Delaware contemplated herein, (iii) filings under the Pennsylvania Takeover Disclosure Law and (iv) the filing of a Notification and Report Form under the HSR Act and any similar filings in foreign jurisdictions, the execution, delivery and performance of this Agreement by Parent and Sub and the consummation by Parent and Sub of the transactions contemplated hereby will not (i) violate any provision of the organizational documents of Parent or Sub, (ii) violate, conflict with or result in the breach of any of the terms or conditions of, result in modification of, require any notice or action under, or otherwise give any other contracting party the right to terminate, accelerate obligations under or receive payment under or constitute (or with notice or lapse of time or both constitute) a default under, any instrument, contract or other agreement Transaction Documents to which Parent or Sub is Holdings will be a party or to which either will have been duly executed and delivered by Parent and Holdings, as applicable, and, assuming due authorization, execution and delivery thereof by the other parties thereto, will constitute valid and binding obligations of Parent and Holdings, as applicable, enforceable against each of them or any of in accordance with their respective assets or properties is bound or subjectterms, subject to the Bankruptcy and Equity Exception. (iiig) violate any Law applicable Upon their execution, each of the Transaction Documents to Parent or Sub or by which any of the Companies will be a party will have been duly executed and delivered by such party thereto and, assuming due authorization, execution and delivery thereof by the other parties thereto, will constitute valid and binding obligations of the applicable Companies as of the date of such Transaction Document. (h) Upon their execution, each of the Transaction Documents to which a Transaction Document Affiliate will be a party will have been duly executed and delivered by the Transaction Document Affiliate and, assuming due authorization, execution and delivery thereof by the other parties thereto, will constitute valid and binding obligations of each such Transaction Document Affiliate, enforceable against each of them in accordance with their respective assets or properties is boundterms, (iv) violate any governmental permit, (v) require any filing with, notice to, or permit, consent or approval of, any Governmental Entity, excluding from subject to the foregoing clauses (ii), (iii), (iv) Bankruptcy and (v) violations, conflicts breaches, modifications and defaults which, and filings, notices, permits, consents and approvals the absence of which, in the aggregate, would not reasonably be expected to have a material adverse effect on the ability of Parent and Sub to consummate the transactions contemplated herebyEquity Exception.

Authority to Execute and Perform Agreement. (a) Parent Buyer has the full legal right and Sub have the corporate power and all authority and approvals required to enter into, execute and deliver this Agreement and each and every agreement and instrument contemplated hereby to which Buyer is or will be a party and to perform fully their its obligations hereunder and the transactions contemplated hereby. The Board of Directors of each of Parent and Sub has approved this Agreement and the transactions contemplated hereby. No approval by Parent’s stockholders is required to consummate the transactions contemplated herebythereunder. This Agreement has been duly executed and delivered by Parent Buyer, and Sub on the Closing Date each and constitutes every agreement and instrument contemplated hereby to which Buyer is a party will be duly executed and delivered by Buyer and (assuming due execution and delivery hereof and thereof by the other parties hereto and thereto) this Agreement and each such other agreement and instrument will be valid and binding obligation, obligations of Buyer enforceable against them Buyer in accordance with its their respective terms, except to the extent enforceability may be limited . The execution and delivery by the effect of applicable bankruptcy, reorganization, insolvency, moratorium or other Laws affecting the enforcement of creditors’ rights generally and the effect of general principles of equity, regardless of whether such enforceability is considered in a proceeding at Law or in equity. (b) Except for (i) filings with the SEC under the Exchange Act, (ii) filings with the Secretary of State of the State of Delaware contemplated herein, (iii) filings under the Pennsylvania Takeover Disclosure Law and (iv) the filing of a Notification and Report Form under the HSR Act and any similar filings in foreign jurisdictions, the execution, delivery and performance Buyer of this Agreement by Parent and Sub each and every other agreement and instrument contemplated hereby to which Buyer is a party, the consummation by Parent and Sub of the transactions contemplated hereby and thereby and the performance by Buyer of this Agreement and each such other agreement and instrument in accordance with their respective terms and conditions will not (ia) violate any provision of Buyer's governing or organizational documents; (b) except for filings or approvals under the organizational documents Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of Parent 1976, and the rules and regulations thereunder (the "HSR Act"), and the Investment Canada Act and the Competition Act of Canada (together, the "Canadian Acts"), if applicable, require Buyer to obtain any consent, approval, authorization or Subaction of, or make any filing with or give any notice to, any Governmental Body or any other person; (iic) violate, conflict with or result in the breach of any of the terms or and conditions of, result in a material modification of the effect of, require any notice otherwise cause the termination of or action under, or otherwise give any other contracting party the right to terminate, accelerate obligations under or receive payment under or constitute (or with notice or lapse of time or both constitute) a default under, any instrument, contract or other agreement Contract to which Parent or Sub Buyer is a party or by or to which either of them Buyer or any of their respective assets or its properties is or may be bound or subject, ; or (iiid) violate any Law or Order of any Governmental Body applicable to Parent or Sub or by which any of their respective assets or properties is bound, (iv) violate any governmental permit, (v) require any filing with, notice to, or permit, consent or approval of, any Governmental Entity, excluding from the foregoing clauses (ii), (iii), (iv) and (v) violations, conflicts breaches, modifications and defaults which, and filings, notices, permits, consents and approvals the absence of which, in the aggregate, would not reasonably be expected to have a material adverse effect on the ability of Parent and Sub to consummate the transactions contemplated herebyBuyer.

Authority to Execute and Perform Agreement. (a) Parent Such Seller has the full legal right and Sub have the corporate power and all authority and approvals required to enter into, execute and deliver this Agreement and each other agreement contemplated hereby to which such Seller is or will be a party, and to perform fully their such Seller's obligations hereunder and the transactions contemplated hereby. The Board of Directors of each of Parent and Sub has approved this Agreement and the transactions contemplated hereby. No approval by Parent’s stockholders is required to consummate the transactions contemplated herebythereunder. This Agreement has been duly executed and delivered by Parent such Seller, and Sub on the Closing Date each agreement contemplated hereby to which such Seller is a party will be duly executed and constitutes delivered by such Seller, and assuming due execution and delivery hereof and thereof by the other parties hereto and thereto, this Agreement and each such other agreement will be a valid and binding obligation, obligation of such Seller enforceable against them such Seller in accordance with its terms, except to the extent enforceability may be limited by the effect of applicable bankruptcy, reorganization, insolvency, moratorium or other Laws affecting the enforcement of creditors’ rights generally and the effect of general principles of equity, regardless of whether such enforceability is considered in a proceeding at Law or in equity. (b) Except for (i) filings with the SEC under the Exchange Act, (ii) filings with the Secretary of State of the State of Delaware contemplated herein, (iii) filings under the Pennsylvania Takeover Disclosure Law The execution and (iv) the filing of a Notification and Report Form under the HSR Act and any similar filings in foreign jurisdictions, the execution, delivery and performance by each Seller of this Agreement by Parent and Sub and each other agreement contemplated hereby to which such Seller is or will be a party, the consummation by Parent and Sub of the transactions contemplated hereby and thereby, and the performance by such Seller of this Agreement and each such other agreement in accordance with their respective terms and conditions has been duly authorized by such Seller and will not not: (i) violate any provision of the organizational documents Certificate of Parent Incorporation or Sub, By-laws (or comparable instruments) of such Seller; (ii) violaterequire such Seller to obtain any material consents, conflict approvals, authorizations or actions of, or make any filings with or give any notices to, any Governmental Bodies or any other Person, except as set forth in Section 4.2(b) of the Sellers' Disclosure Letter (the "SELLER CONSENTS AND NOTICES" and, together with the Company Consents and Notices, the "REQUIRED CONSENTS AND NOTICES"); (iii) if the Seller Consents and Notices are obtained or made, violate or result in the breach of any of the terms or and conditions of, result in modification of, require any notice cause the termination of or action under, or otherwise give any other contracting party the right to terminate, accelerate obligations under or receive payment under or constitute (or with notice or lapse of time time, or both both, constitute) a material default under, any instrumentmaterial contract, contract agreement, lease or other agreement license to which Parent or Sub such Seller is a party or by or to which either of them such Seller or any of their respective assets or its properties is or may be bound or subject, (iii) violate any Law applicable to Parent or Sub or by which any of their respective assets or properties is bound, ; (iv) if the Seller Consents and Notices are obtained or made, violate any governmental permit, Laws or Orders of any Governmental Body applicable to such Seller or to the Company Shares held by such Seller; or (v) require any filing with, notice to, or permit, consent or approval of, any Governmental Entity, excluding from the foregoing clauses (ii), (iii), (iv) and (v) violations, conflicts breaches, modifications and defaults which, and filings, notices, permits, consents and approvals the absence of which, result in the aggregate, would not reasonably be expected to have a material adverse effect creation of any Lien on the ability of Parent and Sub to consummate the transactions contemplated herebyCompany Shares held by such Seller.

Authority to Execute and Perform Agreement. (a) Parent The Buyer has ------------------------------------------ the full legal right and Sub have the corporate power and all authority and approvals required to enter into, execute and deliver this Agreement and each other agreement, document, or instrument or certificate contemplated by this Agreement to perform fully their obligations hereunder and be executed by Buyer in connection with the consummation of the transactions contemplated hereby. The Board of Directors of each of Parent and Sub has approved by this Agreement (collectively the "Buyer Documents"), and the transactions contemplated hereby. No approval by Parent’s stockholders is required to consummate the --------------- transactions contemplated herebyhereby and thereby. This Agreement has been duly executed and delivered by Parent the Buyer and, assuming due execution and Sub and constitutes a delivery hereof by the other parties hereto, this Agreement will be valid and binding obligation, obligation of the Buyer enforceable against them the Buyer in accordance with its terms, except terms except: (a) as rights to indemnity hereunder may be limited by federal or state securities laws or the extent public policies embodied therein; (b) as such enforceability may be limited by the effect of applicable bankruptcy, reorganization, insolvency, moratorium moratorium, reorganization or other Laws similar laws affecting the enforcement of creditors’ ' rights generally generally; and (c) as the remedy of specific performance and other forms of injunctive relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The execution and delivery by the Buyer of this Agreement and the effect other Buyer Documents, the consummation of general principles the transactions contemplated hereby and thereby and the performance by the Buyer of equity, regardless of whether such enforceability is considered this Agreement and the other Buyer Documents in a proceeding at Law or in equity. (b) Except for accordance with their respective terms and conditions will not (i) filings conflict with or result in any breach of any provision of the SEC under Certificate of Incorporation or By- Laws of the Exchange Act, Buyer; (ii) require the Buyer to obtain any consent, approval, authorization or action of, or make any filing with or give any notice to, any Governmental Entity or any other Person other than any filings with the Secretary of State of the State of Delaware contemplated herein, (iii) filings under the Pennsylvania Takeover Disclosure Law and (iv) the filing of a Notification and Report Form required under the HSR Act and any similar filings in foreign jurisdictions, applicable securities laws except for the execution, delivery and performance of this Agreement by Parent and Sub and the consummation by Parent and Sub consent of the transactions contemplated hereby will not lenders under the Buyer's credit agreement, which the Buyer has obtained; (i) violate any provision of the organizational documents of Parent or Sub, (iiiii) violate, conflict with or result in the breach of any of the terms or and conditions of, result in a material modification of the effect of, require any notice otherwise cause the termination of or action under, or otherwise give any other contracting party the right to terminate, accelerate obligations under or receive payment under or constitute (or with notice or lapse of time or both constitute) a default under, any instrument, contract or other agreement Contract to which Parent or Sub the Buyer is a party or by or to which either of them the Buyer or any of their respective assets or its properties is or may be bound or subject, (iii) violate any Law applicable to Parent ; or Sub or by which any of their respective assets or properties is bound, (iv) violate any governmental permit, (v) require any filing with, notice to, Applicable Law or permit, consent or approval of, Order of any Governmental Entity, excluding from Entity applicable to the foregoing clauses (ii), (iii), (iv) and (v) violations, conflicts breaches, modifications and defaults which, and filings, notices, permits, consents and approvals the absence of which, in the aggregate, would not reasonably be expected to have a material adverse effect on the ability of Parent and Sub to consummate the transactions contemplated herebyBuyer.

Authority to Execute and Perform Agreement. (a) Parent The Seller has full legal right and Sub have the corporate power and all authority and approvals required to enter into, execute and deliver this Agreement and each and every agreement and instrument contemplated hereby to which the Seller is or will be a party and to perform fully their its obligations hereunder and the transactions contemplated hereby. The Board of Directors of each of Parent and Sub has approved this Agreement and the transactions contemplated hereby. No approval by Parent’s stockholders is required to consummate the transactions contemplated herebythereunder. This Agreement has been duly executed and delivered by Parent the Seller, and Sub on the Closing Date, each and constitutes every agreement and instrument contemplated hereby to which the Seller is a party will be duly executed and delivered by the Seller and (assuming due execution and delivery hereof and thereof by the other parties hereto and thereto) this Agreement and each such other agreement and instrument will be valid and binding obligation, obligations of the Seller enforceable against them it in accordance with its their respective terms, except to the extent enforceability may be limited . The execution and delivery by the effect of applicable bankruptcy, reorganization, insolvency, moratorium or other Laws affecting the enforcement of creditors’ rights generally and the effect of general principles of equity, regardless of whether such enforceability is considered in a proceeding at Law or in equity. (b) Except for (i) filings with the SEC under the Exchange Act, (ii) filings with the Secretary of State of the State of Delaware contemplated herein, (iii) filings under the Pennsylvania Takeover Disclosure Law and (iv) the filing of a Notification and Report Form under the HSR Act and any similar filings in foreign jurisdictions, the execution, delivery and performance Seller of this Agreement by Parent and Sub each and every agreement and instrument contemplated hereby to which the Seller is a party, the consummation by Parent and Sub of the transactions contemplated hereby and thereby and the performance by the Seller of this Agreement and each such other agreement and instrument in accordance with their respective terms and conditions will not (ia) violate any provision of the organizational documents Certificate of Parent Incorporation or SubBy-laws (or comparable instruments) of the Seller; (b) require the Seller to obtain any consent, approval, authorization or action of, or make any filing with or give any notice to, any Governmental Body or any other person, except for notification to CIT; (iic) violate, conflict with or result in the breach of any of the terms or and conditions of, result in a material modification of the effect of, require any notice otherwise cause the termination of or action under, or otherwise give any other contracting party the right to terminate, accelerate obligations under or receive payment under or constitute (or with notice or lapse of time or both constitute) a default under, any instrument, contract or other agreement Contract to which Parent or Sub the Seller is a party or by or to which either of them the Seller is, or any of their respective assets or properties is the Interests may be, bound or subject, ; (iiid) violate any Law or Order of any Governmental Body applicable to Parent the Seller or Sub to the Interests; or by which any of their respective assets or properties is bound, (ive) violate any governmental permit, (v) require any filing with, notice to, or permit, consent or approval of, any Governmental Entity, excluding from the foregoing clauses (ii), (iii), (iv) and (v) violations, conflicts breaches, modifications and defaults which, and filings, notices, permits, consents and approvals the absence of which, result in the aggregate, would not reasonably be expected to have a material adverse effect creation of any Lien on the ability of Parent and Sub to consummate the transactions contemplated herebyInterests.

Authority to Execute and Perform Agreement. (a) Parent The Buyer has the full legal right and Sub have the corporate power and all authority and approvals required to enter into, execute and deliver this Agreement and each and every agreement and instrument contemplated hereby to which the Buyer is or will be a party and to perform fully their its obligations hereunder and the transactions contemplated hereby. The Board of Directors of each of Parent and Sub has approved this Agreement and the transactions contemplated hereby. No approval by Parent’s stockholders is required to consummate the transactions contemplated herebythereunder. This Agreement has been duly executed and delivered by Parent the Buyer, and Sub on the Closing Date, each and constitutes every agreement and instrument contemplated hereby to which the Buyer is a party will be duly executed and delivered by the Buyer and (assuming due execution and delivery hereof and thereof by the other parties hereto and thereto) this Agreement and each such other agreement and instrument will be valid and binding obligation, obligations of the Buyer enforceable against them the Buyer in accordance with its their respective terms, except to the extent enforceability may be limited . The execution and delivery by the effect of applicable bankruptcy, reorganization, insolvency, moratorium or other Laws affecting the enforcement of creditors’ rights generally and the effect of general principles of equity, regardless of whether such enforceability is considered in a proceeding at Law or in equity. (b) Except for (i) filings with the SEC under the Exchange Act, (ii) filings with the Secretary of State of the State of Delaware contemplated herein, (iii) filings under the Pennsylvania Takeover Disclosure Law and (iv) the filing of a Notification and Report Form under the HSR Act and any similar filings in foreign jurisdictions, the execution, delivery and performance Buyer of this Agreement by Parent and Sub each and every other agreement and instrument contemplated hereby to which the Buyer is a party, the consummation by Parent and Sub of the transactions contemplated hereby and thereby and the performance by the Buyer of this Agreement and each such other agreement and instrument in accordance with their respective terms and conditions will not (ia) violate any provision of the organizational documents Certificate of Parent Incorporation or SubBy-laws (or comparable instruments) of the Buyer; (b) require the Buyer to obtain any consent, approval, authorization or action of, or make any filing with or give any notice to, any Governmental Body or any other person; (iic) violate, conflict with or result in the breach of any of the terms or and conditions of, result in a material modification of the effect of, require any notice otherwise cause the termination of or action under, or otherwise give any other contracting party the right to terminate, accelerate obligations under or receive payment under or constitute (or with notice or lapse of time or both constitute) a default under, any instrument, contract or other agreement Contract to which Parent or Sub the Buyer is a party or by or to which either of them the Buyer or any of their respective assets or its properties is or may be bound or subject, (iii) violate any Law applicable to Parent or Sub or by which any of their respective assets or properties is bound, (iv) violate any governmental permit, (v) require any filing with, notice to, or permit, consent or approval of, any Governmental Entity, excluding from the foregoing clauses (ii), (iii), (iv) and (v) violations, conflicts breaches, modifications and defaults which, and filings, notices, permits, consents and approvals the absence of which, in the aggregate, would not reasonably be expected to have a material adverse effect on the ability of Parent and Sub to consummate the transactions contemplated hereby.; or

Authority to Execute and Perform Agreement. (a) Parent Such Seller has full legal right and Sub have the corporate power and all authority and approvals required to enter into, execute and deliver this Agreement and each and every agreement and instrument contemplated hereby to which such Seller is or will be a party and to perform fully their such Seller's obligations hereunder and the transactions contemplated hereby. The Board of Directors of each of Parent and Sub has approved this Agreement and the transactions contemplated hereby. No approval by Parent’s stockholders is required to consummate the transactions contemplated herebythereunder. This Agreement has been duly executed and delivered by Parent such Seller, and Sub on the Closing Date, each and constitutes every agreement and instrument contemplated hereby to which such Seller is a party will be duly executed and delivered by such Seller and (assuming due execution and delivery hereof and thereof by the other parties hereto and thereto) this Agreement and each such other agreement and instrument will be the valid and binding obligation, obligations of such Seller enforceable against them such Seller in accordance with its their respective terms, except to the extent enforceability may be limited . The execution and delivery by the effect of applicable bankruptcy, reorganization, insolvency, moratorium or other Laws affecting the enforcement of creditors’ rights generally and the effect of general principles of equity, regardless of whether such enforceability is considered in a proceeding at Law or in equity. (b) Except for (i) filings with the SEC under the Exchange Act, (ii) filings with the Secretary of State of the State of Delaware contemplated herein, (iii) filings under the Pennsylvania Takeover Disclosure Law and (iv) the filing of a Notification and Report Form under the HSR Act and any similar filings in foreign jurisdictions, the execution, delivery and performance Seller of this Agreement by Parent and Sub each and every agreement and instrument contemplated hereby to which such Seller is a party, the consummation by Parent and Sub of the transactions contemplated hereby and thereby and the performance by such Seller of this Agreement and each such other agreement and instrument in accordance with their respective terms and conditions will not (ia) if applicable, violate any provision of the organizational documents SATZUNG (articles of Parent or Sub, association) of such Seller; (iib) violate, conflict with or result in the breach of any of the terms or and conditions of, result in a material modification of the effect of, require any notice otherwise cause the termination of or action under, or otherwise give any other contracting party the right to terminate, accelerate obligations under or receive payment under or constitute (or with notice or lapse of time or both constitute) a default under, any instrument, contract or other agreement Contract to which Parent or Sub such Seller is a party or by or to which either of them such Seller is or any of their respective assets the Shares held by such Seller are or properties is may be bound or subject; (c) require such Seller to obtain any consent, approval, authorization or action of, or make, other than filings required under the HSR Act, any filing with or notice to, any Governmental Body or any other person; (iiid) if the HSR Act approval is obtained, violate any Law of any Governmental Body or any Order of any Governmental Body applicable to Parent such Seller or Sub to the Shares held by such Seller; or by which any of their respective assets or properties is bound, (ive) violate any governmental permit, (v) require any filing with, notice to, or permit, consent or approval of, any Governmental Entity, excluding from the foregoing clauses (ii), (iii), (iv) and (v) violations, conflicts breaches, modifications and defaults which, and filings, notices, permits, consents and approvals the absence of which, result in the aggregate, would not reasonably be expected to have a material adverse effect creation of any Lien on the ability of Parent and Sub to consummate the transactions contemplated herebyShares held by such Seller.

Authority to Execute and Perform Agreement. (a) Parent Each of the Sellers has full legal right and Sub have the corporate power and all authority and approvals required to enter into, execute and deliver this Agreement and each and every agreement and instrument contemplated hereby (including, without limitation, the Escrow Agreement and the Employment Agreement to which such Seller is or will be a party) to which such Seller is or will be a party and to perform fully their such Seller's obligations hereunder and the transactions contemplated hereby. The Board of Directors of each of Parent and Sub has approved this Agreement and the transactions contemplated hereby. No approval by Parent’s stockholders is required to consummate the transactions contemplated herebythereunder. This Agreement has been duly executed and delivered by Parent each of the Sellers, and Sub on the Closing Date, each and constitutes every agreement and instrument contemplated hereby (including, without limitation, the Escrow Agreement and the Employment Agreement to which such Seller is or will be a party) to which each Seller is a party will be duly executed and delivered by such Seller and (assuming due execution and delivery hereof and thereof by the other parties hereto and thereto) this Agreement and each such other agreement and instrument (including, without limitation, the Escrow Agreement and the Employment Agreement to which such Seller is or will be a party) will be valid and binding obligation, obligations of each Seller enforceable against them each Seller in accordance with its their respective terms, except to the extent enforceability may be limited . The execution and delivery by the effect of applicable bankruptcy, reorganization, insolvency, moratorium or other Laws affecting the enforcement of creditors’ rights generally and the effect of general principles of equity, regardless of whether such enforceability is considered in a proceeding at Law or in equity. (b) Except for (i) filings with the SEC under the Exchange Act, (ii) filings with the Secretary of State of the State of Delaware contemplated herein, (iii) filings under the Pennsylvania Takeover Disclosure Law and (iv) the filing of a Notification and Report Form under the HSR Act and any similar filings in foreign jurisdictions, the execution, delivery and performance each Seller of this Agreement by Parent and Sub each and every agreement and instrument contemplated hereby (including, without limitation, the Escrow Agreement and the Employment Agreement to which such Seller is or will be a party) to which such Seller is a party, the consummation by Parent and Sub of the transactions contemplated hereby and thereby and the performance by each Seller of this Agreement and each such other agreement and instrument (including, without limitation, the Escrow Agreement and the Employment Agreement to which such Seller is or will be a party) in accordance with their respective terms and conditions will not (ia) violate require such Seller to obtain any provision of consent, approval, authorization or action of, or make any filing with or give any notice to, any Governmental Body or any other person, except for the organizational documents of Parent or SubRequired Consents; (b) if the Required Consents are obtained, (ii) violate, conflict with or result in the breach of any of the terms or and conditions of, result in a material modification of the effect of, require any notice otherwise cause the termination of or action under, or otherwise give any other contracting party the right to terminate, accelerate obligations under or receive payment under or constitute (or with notice or lapse of time or both constitute) a default under, any instrument, contract or other agreement Contract to which Parent or Sub such Seller is a party or by or to which either of them such Seller is or any of their respective assets the Shares are or properties is may be bound or subject; (c) if the Required Consents are obtained, (iii) violate any Law or Order of any Governmental Body applicable to Parent such Seller or Sub to the Shares; or by which any of their respective assets or properties is bound, (ivd) violate any governmental permit, (v) require any filing with, notice to, or permit, consent or approval of, any Governmental Entity, excluding from the foregoing clauses (ii), (iii), (iv) and (v) violations, conflicts breaches, modifications and defaults which, and filings, notices, permits, consents and approvals the absence of which, result in the aggregate, would not reasonably be expected to have a material adverse effect creation of any Lien on the ability of Parent and Sub to consummate the transactions contemplated herebyShares.

Authority to Execute and Perform Agreement. (a) Parent The execution and Sub delivery by the Buyer and its Subsidiaries of this Agreement and the Ancillary Agreements to which the Buyer or its Subsidiaries is a party, the performance by the Buyer and its Subsidiaries of its obligations hereunder and thereunder and the consummation by the Buyer and its Subsidiaries of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate (or equivalent) action on the part of the Buyer or its Subsidiaries. Each of the Buyer and its Subsidiaries has all necessary corporate (or equivalent) power and authority to enter into, execute and deliver this Agreement and to perform fully their obligations hereunder and the transactions contemplated hereby. The Board of Directors of each of Parent and Sub has approved into this Agreement and the transactions contemplated hereby. No approval by Parent’s stockholders Ancillary Agreements to which the Buyer or its Subsidiaries is required a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated herebyhereby and thereby. This Assuming due authorization, execution and delivery by the Seller, its Subsidiaries and any other party thereto, other than the Buyer and its Subsidiaries, this Agreement has been duly executed constitutes, and delivered by Parent each Ancillary Agreement to which the Buyer or its Subsidiaries is a party will constitute, upon execution and Sub and constitutes delivery, a legal, valid and binding obligationobligation of the Buyer or such Subsidiary, enforceable against them the Buyer or such Subsidiary in accordance with its terms, except subject to the extent enforceability may be limited by the effect of applicable bankruptcy, insolvency, fraudulent transfer, reorganization, insolvency, moratorium or other similar Laws, Laws affecting the enforcement of creditors’ rights generally and the effect of general principles of equity, regardless of whether such enforceability is considered in a proceeding at Law applicability relating to or in equityaffecting creditors' rights and general equity principles. (b) Except for (i) filings with The execution and delivery by the SEC under the Exchange Act, (ii) filings with the Secretary of State of the State of Delaware contemplated herein, (iii) filings under the Pennsylvania Takeover Disclosure Law Buyer and (iv) the filing of a Notification and Report Form under the HSR Act and any similar filings in foreign jurisdictions, the execution, delivery and performance its Subsidiaries of this Agreement by Parent and Sub and the Ancillary Agreements to which the Buyer or its Subsidiaries is a party, the consummation by Parent the Buyer and Sub its Subsidiaries of the transactions contemplated hereby and thereby and the performance by the Buyer and its Subsidiaries of this Agreement and the Ancillary Agreements to which the Buyer or its Subsidiaries is a party in accordance with their respective terms will not not: (i) violate any provision or conflict with the Organizational Documents of the organizational documents of Parent Buyer or Sub, its Subsidiaries; (ii) violaterequire the Buyer or its Subsidiaries to obtain any material consents, conflict approvals or authorizations of or any material actions by, or make any material filings with or give any material notices to, any Governmental Bodies or any other Person, other than compliance with any applicable requirements of the Securities Act, the Exchange Act, any other applicable U.S. state or federal securities Laws and the rules and requirements of Nasdaq; (iii) materially violate or result in the material breach of any of the terms or and conditions of, result in modification of, require any notice cause the termination of or action under, or otherwise give any other contracting party the right to terminate, accelerate obligations under or receive payment under or constitute (or with notice or lapse of time time, or both both, constitute) a material default under, any instrumentcontract, contract agreement, lease or other agreement license to which Parent the Buyer or Sub its Subsidiaries is a party or to by which either of them the Buyer, its Subsidiaries or any of their respective assets or properties is are bound or subject, (iii) violate any Law applicable to Parent or Sub or by which any of their respective assets or properties is bound, ; (iv) violate result in the creation of any governmental permitLien upon any of the properties of the Buyer or its Subsidiaries pursuant to the terms of any contract, agreement, lease or license; or (v) require assuming the consents, approvals, authorizations, actions, filings and notices set forth in Section 5.2(b)(ii) are obtained and made, materially violate or result in the material breach of any filing with, notice to, material Orders or permit, consent or approval of, material Laws of any Governmental Entity, excluding from Bodies applicable to the foregoing clauses (ii), (iii), (iv) and (v) violations, conflicts breaches, modifications and defaults which, and filings, notices, permits, consents and approvals the absence of which, in the aggregate, would not reasonably be expected to have a material adverse effect on the ability of Parent and Sub to consummate the transactions contemplated herebyBuyer or its Subsidiaries.

Authority to Execute and Perform Agreement. (a) Parent Each Seller has ------------------------------------------ full legal right and Sub have the corporate power and all authority and approvals required to enter into, execute and deliver as applicable, this Agreement, and each other agreement, document, or instrument or certificate contemplated by this Agreement and to perform fully their obligations hereunder and be executed by such Seller in connection with the consummation of the transactions contemplated hereby. The Board of Directors of each of Parent and Sub has approved by this Agreement (together with this Agreement, the "Seller Documents"), and the transactions contemplated hereby. No approval by Parent’s stockholders is required to consummate the transactions contemplated herebyhereby and ----------------- thereby. This Agreement has been duly executed and delivered by Parent such Seller and, assuming due execution and Sub and delivery hereof by the other parties hereto, this Agreement constitutes a legal, valid and binding obligation, obligation of such Seller enforceable against them such Seller in accordance with its terms, except terms except: (a) as rights to indemnity hereunder may be limited by federal or state securities laws or the extent public policies embodied therein; (b) as such enforceability may be limited by the effect of applicable bankruptcy, reorganization, insolvency, moratorium moratorium, reorganization or other Laws similar laws affecting the enforcement of creditors’ ' rights generally generally; and (c) as the effect remedy of general principles specific performance and other forms of equity, regardless of whether such enforceability is considered in a proceeding at Law or in equity. (b) Except for (i) filings with injunctive relief may be subject to equitable defenses and to the SEC under the Exchange Act, (ii) filings with the Secretary of State discretion of the State of Delaware contemplated herein, (iii) filings under the Pennsylvania Takeover Disclosure Law court before which any proceeding therefor may be brought. The execution and (iv) the filing of a Notification and Report Form under the HSR Act and any similar filings in foreign jurisdictions, the execution, delivery and performance by such Seller of this Agreement by Parent and Sub and each of the other Seller Documents, the consummation by Parent and Sub of the transactions contemplated hereby and thereby and the performance by such Seller of this Agreement and each of the other Seller Documents in accordance with its terms and conditions will not (i) violate require such Seller to obtain any provision of the organizational documents of Parent consent, approval, authorization or Subaction of, or make any filing with or give any notice to, any Governmental Entity or any other Person, (ii) violate or conflict with the declaration of trust or related documents of such Seller or, except as set forth in Schedule 3.2, violate, ------------ conflict with or result in the breach of any of the terms or and conditions of, result in a modification of the effect of, require any notice otherwise cause the termination of or action under, or otherwise give any other contracting party the right to terminate, accelerate obligations under or receive payment under or constitute (or with notice or lapse of time or both constitute) a default under, any instrumentmaterial agreement, contract contract, indenture, lease, license, mortgage, plan, arrangement, commitment or other agreement instrument or obligation (collectively, "Contracts") to --------- which Parent or Sub such Seller is a party or by or to which either of them such Seller is or any of their respective assets such Seller's Shares are or properties is may be bound or subject, or (iii) violate Applicable Law or an Order (as hereafter defined) of any Law Governmental Entity applicable to Parent such Seller or Sub or by which any of their respective assets or properties is bound, (iv) violate any governmental permit, (v) require any filing with, notice to, or permit, consent or approval of, any Governmental Entity, excluding from the foregoing clauses (ii), (iii), (iv) and (v) violations, conflicts breaches, modifications and defaults which, and filings, notices, permits, consents and approvals the absence of which, in the aggregate, would not reasonably be expected to have a material adverse effect on the ability of Parent and Sub to consummate the transactions contemplated herebysuch Seller's Shares.

Authority to Execute and Perform Agreement. (a) Parent The Seller is a national banking association, duly organized and Sub have validly existing under the laws of the United States of America and has had at all applicable times and has all requisite corporate power and authority required to enter into, execute and deliver this Agreement Agreement, and to perform fully their its obligations hereunder hereunder, and to engage or have engaged in the transactions contemplated hereby. The Board of Directors of each of Parent and Sub has approved this Agreement and the transactions contemplated hereby. No approval by Parent’s stockholders is required to consummate the transactions contemplated herebySeller Membership Contract Activities. This Agreement has been duly executed and delivered by Parent the Seller and, assuming due execution and Sub and constitutes a delivery hereof by the other parties hereto, this Agreement will be valid and binding obligation, obligations of the Seller enforceable against them it in accordance with its terms, except to the extent enforceability may be limited by the effect of applicable bankruptcy, reorganization, insolvency, moratorium or other Laws affecting the enforcement of creditors’ rights generally and the effect of general principles of equity, regardless of whether such enforceability is considered in a proceeding at Law or in equity. (b) Except for (i) filings with The Seller has the SEC under full legal right and power and all authority and approvals required to enter into, execute and deliver this Agreement, and to perform fully its obligations hereunder. The execution and delivery by the Exchange Act, (ii) filings with the Secretary Seller of State of the State of Delaware contemplated herein, (iii) filings under the Pennsylvania Takeover Disclosure Law and (iv) the filing of a Notification and Report Form under the HSR Act and any similar filings in foreign jurisdictionsthis Agreement, the execution, delivery and performance of this Agreement by Parent and Sub and the consummation by Parent and Sub of the transactions contemplated hereby hereby, and the performance by the Seller of this Agreement in accordance with its terms and conditions will not not: (i) violate any provision of the organizational documents charter (or comparable instruments) of Parent or Sub, the Seller; (ii) require the Seller to obtain any material (whether individually or in the aggregate) consents, approvals, authorizations or actions of, or make any material (whether individually or in the aggregate) filings with or, except as set forth on Schedule 4.1, give any material (whether individually or in the aggregate) notices to, any Governmental Bodies or any other Person; (iii) violate, conflict with or result in the breach of any of the terms or and conditions of, result in a material modification of the effect of, require any notice otherwise cause the termination of or action under, or otherwise give any other contracting party the right to terminate, accelerate obligations under or receive payment under or constitute (or with notice or lapse of time or both constitute) a default under, any instrument, contract Membership Contract or any other agreement to which Parent or Sub the Seller is a party or by or to which either of them the Seller or any of their respective assets or properties the Assets is bound or subject, (iii) violate any Law applicable to Parent or Sub or by which any of their respective assets or properties is bound, ; or (iv) violate any governmental permit, (v) require any filing with, notice to, Laws or permit, consent or approval of, Orders of any Governmental Entity, excluding from Bodies applicable to the foregoing clauses (ii), (iii), (iv) and (v) violations, conflicts breaches, modifications and defaults which, and filings, notices, permits, consents and approvals the absence of which, in the aggregate, would not reasonably be expected to have a material adverse effect on the ability of Parent and Sub to consummate the transactions contemplated herebySeller.

Authority to Execute and Perform Agreement. (a) Parent The Buyer has the --- ------------------------------------------ full legal right and Sub have the corporate power and all authority and approvals required to enter into, execute and deliver this Agreement and each other agreement, document, or instrument or certificate contemplated by this Agreement to perform fully their obligations hereunder and be executed by Buyer in connection with the consummation of the transactions contemplated hereby. The Board of Directors of each of Parent and Sub has approved by this Agreement (collectively the "Buyer Documents"), and the transactions contemplated hereby. No approval by Parent’s stockholders is required to consummate the --------------- transactions contemplated herebyhereby and thereby. This Agreement has been duly executed and delivered by Parent the Buyer and, assuming due execution and Sub and constitutes a delivery hereof by the other parties hereto, this Agreement will be valid and binding obligation, obligation of the Buyer enforceable against them the Buyer in accordance with its terms, except terms except: (a) as rights to indemnity hereunder may be limited by federal or state securities laws or the extent public policies embodied therein; (b) as such enforceability may be limited by the effect of applicable bankruptcy, reorganization, insolvency, moratorium moratorium, reorganization or other Laws similar laws affecting the enforcement of creditors’ ' rights generally generally; and (c) as the remedy of specific performance and other forms of injunctive relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The execution and delivery by the Buyer of this Agreement and the effect other Buyer Documents, the consummation of general principles the transactions contemplated hereby and thereby and the performance by the Buyer of equity, regardless of whether such enforceability is considered this Agreement and the other Buyer Documents in a proceeding at Law or in equity. (b) Except for accordance with their respective terms and conditions will not (i) filings conflict with or result in any breach of any provision of the SEC under Certificate of Incorporation or By-Laws of the Exchange Act, Buyer; (ii) require the Buyer to obtain any consent, approval, authorization or action of, or make any filing with or give any notice to, any Governmental Entity or any other Person other than any filings with the Secretary of State of the State of Delaware contemplated herein, (iii) filings under the Pennsylvania Takeover Disclosure Law and (iv) the filing of a Notification and Report Form required under the HSR Act and any similar filings in foreign jurisdictions, applicable securities laws except for the execution, delivery and performance of this Agreement by Parent and Sub and the consummation by Parent and Sub consent of the transactions contemplated hereby will not lenders under the Buyer's credit agreement, which the Buyer has obtained; (i) violate any provision of the organizational documents of Parent or Sub, (iiiii) violate, conflict with or result in the breach of any of the terms or and conditions of, result in a material modification of the effect of, require any notice otherwise cause the termination of or action under, or otherwise give any other contracting party the right to terminate, accelerate obligations under or receive payment under or constitute (or with notice or lapse of time or both constitute) a default under, any instrument, contract or other agreement Contract to which Parent or Sub the Buyer is a party or by or to which either of them the Buyer or any of their respective assets or its properties is or may be bound or subject, (iii) violate any Law applicable to Parent ; or Sub or by which any of their respective assets or properties is bound, (iv) violate any governmental permit, (v) require any filing with, notice to, Applicable Law or permit, consent or approval of, Order of any Governmental Entity, excluding from Entity applicable to the foregoing clauses (ii), (iii), (iv) and (v) violations, conflicts breaches, modifications and defaults which, and filings, notices, permits, consents and approvals the absence of which, in the aggregate, would not reasonably be expected to have a material adverse effect on the ability of Parent and Sub to consummate the transactions contemplated herebyBuyer.

Authority to Execute and Perform Agreement. (a) Parent Each Seller has ------------------------------------------ full legal right and Sub have the corporate power and all authority and approvals required to enter into, execute and deliver as applicable, this Agreement, and each other agreement, document, or instrument or certificate contemplated by this Agreement and to perform fully their obligations hereunder and be executed by such Seller in connection with the consummation of the transactions contemplated hereby. The Board of Directors of each of Parent and Sub has approved by this Agreement (together with this Agreement, the "Seller Documents"), and the transactions contemplated hereby. No approval by Parent’s stockholders is required to consummate the transactions contemplated herebyhereby and ----------------- thereby. This Agreement has been duly executed and delivered by Parent such Seller and, assuming due execution and Sub and delivery hereof by the other parties hereto, this Agreement constitutes a legal, valid and binding obligation, obligation of such Seller enforceable against them such Seller in accordance with its terms, except terms except: (a) as rights to indemnity hereunder may be limited by federal or state securities laws or the extent public policies embodied therein; (b) as such enforceability may be limited by the effect of applicable bankruptcy, reorganization, insolvency, moratorium moratorium, reorganization or other Laws similar laws affecting the enforcement of creditors’ ' rights generally generally; and (c) as the effect remedy of general principles specific performance and other forms of equity, regardless of whether such enforceability is considered in a proceeding at Law or in equity. (b) Except for (i) filings with injunctive relief may be subject to equitable defenses and to the SEC under the Exchange Act, (ii) filings with the Secretary of State discretion of the State of Delaware contemplated herein, (iii) filings under the Pennsylvania Takeover Disclosure Law court before which any proceeding therefor may be brought. The execution and (iv) the filing of a Notification and Report Form under the HSR Act and any similar filings in foreign jurisdictions, the execution, delivery and performance by such Seller of this Agreement by Parent and Sub and each of the other Seller Documents, the consummation by Parent and Sub of the transactions contemplated hereby and thereby and the performance by such Seller of this Agreement and each of the other Seller Documents in accordance with its terms and conditions will not (i) violate require such Seller to obtain any provision of the organizational documents of Parent consent, approval, authorization or Subaction of, or make any filing with or give any notice to, any Governmental Entity or any other Person, (ii) violate or conflict with the declaration of trust or related documents of such Seller or, except as set forth in Schedule 3.2, violate, conflict with or result in the breach of any ------------ of the terms or and conditions of, result in a modification of the effect of, require any notice otherwise cause the termination of or action under, or otherwise give any other contracting party the right to terminate, accelerate obligations under or receive payment under or constitute (or with notice or lapse of time or both constitute) a default under, any instrumentmaterial agreement, contract contract, indenture, lease, license, mortgage, plan, arrangement, commitment or other agreement instrument or obligation (collectively, "Contracts") to which Parent or Sub such Seller is a party or by or to which either of them --------- such Seller is or any of their respective assets such Seller's Shares are or properties is may be bound or subject, or (iii) violate Applicable Law or an Order (as hereafter defined) of any Law Governmental Entity applicable to Parent such Seller or Sub or by which any of their respective assets or properties is bound, (iv) violate any governmental permit, (v) require any filing with, notice to, or permit, consent or approval of, any Governmental Entity, excluding from the foregoing clauses (ii), (iii), (iv) and (v) violations, conflicts breaches, modifications and defaults which, and filings, notices, permits, consents and approvals the absence of which, in the aggregate, would not reasonably be expected to have a material adverse effect on the ability of Parent and Sub to consummate the transactions contemplated herebysuch Seller's Shares.

Authority to Execute and Perform Agreement. (a) Parent Each Seller is a corporation duly organized, validly existing and Sub have in good standing under the corporate laws of its state of incorporation, and has the full legal right and power and all authority and approvals required to enter into, execute and deliver this Agreement and to perform fully their such Seller’s obligations hereunder and the transactions contemplated hereby. The Board of Directors of each of Parent and Sub has approved this Agreement and the transactions contemplated hereby. No approval by Parent’s stockholders is required to consummate the transactions contemplated herebyhereunder. This Agreement has been duly executed and delivered by Parent such Seller, and Sub assuming due execution and constitutes delivery hereof by the Buyer, this Agreement will be a valid and binding obligation, obligation of such Seller enforceable against them such Seller in accordance with its terms, except to the extent enforceability may be limited by the effect of applicable bankruptcy, reorganization, insolvency, moratorium or other Laws affecting the enforcement of creditors’ rights generally and the effect of general principles of equity, regardless of whether such enforceability is considered in a proceeding at Law or in equity. (b) Except for (i) filings with the SEC under the Exchange Act, (ii) filings with the Secretary The execution and delivery by such Seller of State of the State of Delaware contemplated herein, (iii) filings under the Pennsylvania Takeover Disclosure Law and (iv) the filing of a Notification and Report Form under the HSR Act and any similar filings in foreign jurisdictionsthis Agreement, the execution, delivery and performance of this Agreement by Parent and Sub and the consummation by Parent and Sub of the transactions contemplated hereby hereby, and the Table of Contents performance by such Seller of this Agreement in accordance with its terms has been duly authorized by such Seller and will not not: (i) violate any provision the certificate of the organizational documents incorporation or by-laws of Parent or Sub, such Seller; (ii) violaterequire such Seller to obtain any material consents, conflict approvals, authorizations or actions of, or make any filings with or give any notices to, any Governmental Bodies or any other Person, except for the notification requirements of the HSR Act or as set forth in Section 4.2(b) of the Sellers’ Disclosure Letter (collectively, the “Seller Consents and Notices”); (iii) if the Seller Consents and Notices are obtained or made, violate or result in the breach of any of the terms or and conditions of, result in modification of, require any notice cause the termination of or action under, or otherwise give any other contracting party the right to terminate, accelerate obligations under or receive payment under or constitute (or with notice or lapse of time time, or both both, constitute) a material default under, any instrumentmaterial contract, contract agreement, lease or other agreement license to which Parent or Sub such Seller is a party or by or to which either of them or such Seller, any of their respective assets its properties or properties the Shares held by such Seller is or may be bound or subject, (iii) violate any Law applicable to Parent or Sub or by which any of their respective assets or properties is bound, (iv) violate any governmental permit, (v) require any filing with, notice to, or permit, consent or approval of, any Governmental Entity, excluding from the foregoing clauses (ii), (iii), (iv) and (v) violations, conflicts breaches, modifications and defaults which, and filings, notices, permits, consents and approvals the absence of which, in the aggregate, would except as could not reasonably be expected to have a material adverse effect on materially impair or delay the ability of Parent and Sub the Sellers to consummate the transactions contemplated hereby; or (iv) result in the creation of any Lien on the Shares held by such Seller.

Authority to Execute and Perform Agreement. (a) Parent The Purchaser has ------------------------------------------ the full legal right and Sub have the corporate power and all authority and approvals to enter into, execute and deliver this Agreement and each and every agreement and instrument contemplated hereby to which the Purchaser is or will be a party and to perform fully their its obligations hereunder and the transactions contemplated hereby. The Board of Directors of each of Parent and Sub has approved this Agreement and the transactions contemplated hereby. No approval by Parent’s stockholders is required to consummate the transactions contemplated herebythereunder. This Agreement has been duly executed and delivered by Parent the Purchaser, and Sub on the Closing Date each and constitutes every agreement and instrument contemplated hereby to which the Purchaser is a party will be duly executed and delivered by the Purchaser and (assuming due execution and delivery hereof and thereof by the other parties hereto and thereto) this Agreement and each such other agreement and instrument will be valid and binding obligation, obligations of the Purchaser enforceable against them the Purchaser in accordance with its their respective terms, except to the extent enforceability may be limited . The execution and delivery by the effect of applicable bankruptcy, reorganization, insolvency, moratorium or other Laws affecting the enforcement of creditors’ rights generally and the effect of general principles of equity, regardless of whether such enforceability is considered in a proceeding at Law or in equity. (b) Except for (i) filings with the SEC under the Exchange Act, (ii) filings with the Secretary of State of the State of Delaware contemplated herein, (iii) filings under the Pennsylvania Takeover Disclosure Law and (iv) the filing of a Notification and Report Form under the HSR Act and any similar filings in foreign jurisdictions, the execution, delivery and performance Purchaser of this Agreement by Parent and Sub each and every other agreement and instrument contemplated hereby to which the Purchaser is a party, the consummation by Parent and Sub of the transactions contemplated hereby and thereby and the performance by the Purchaser of this Agreement and each such other agreement and instrument in accordance with their respective terms and conditions will not (ia) violate any provision of the Purchaser's governing or organizational documents of Parent documents; (b) except for filings or Subapprovals required in connection with Government Requirements, require such the Purchaser to obtain any consent, approval, authorization or action of, or make any filing with or give any notice to, any Governmental Body or any other person; (iic) violate, conflict with or result in the breach of any of the terms or and conditions of, result in a material modification of the effect of, require any notice otherwise cause the termination of or action under, or otherwise give any other contracting party the right to terminate, accelerate obligations under or receive payment under or constitute (or with notice or lapse of time or both constitute) a default under, any instrument, contract or other agreement Contract to which Parent or Sub the Purchaser is a party or by or to which either of them the Purchaser or any of their respective assets or its properties is or may be bound or subject, ; or (iiid) violate any Law or Order of any Governmental Body applicable to Parent or Sub or by which any of their respective assets or properties is bound, (iv) violate any governmental permit, (v) require any filing with, notice to, or permit, consent or approval of, any Governmental Entity, excluding from the foregoing clauses (ii), (iii), (iv) and (v) violations, conflicts breaches, modifications and defaults which, and filings, notices, permits, consents and approvals the absence of which, in the aggregate, would not reasonably be expected to have a material adverse effect on the ability of Parent and Sub to consummate the transactions contemplated herebyPurchaser.

Authority to Execute and Perform Agreement. (a) Parent Each Seller has --- ------------------------------------------ full legal right and Sub have the corporate power and all authority and approvals required to enter into, execute and deliver as applicable, this Agreement, and each other agreement, document, or instrument or certificate contemplated by this Agreement and to perform fully their obligations hereunder and be executed by such Seller in connection with the consummation of the transactions contemplated hereby. The Board of Directors of each of Parent and Sub has approved by this Agreement (together with this Agreement, the "Seller Documents"), and the transactions contemplated hereby. No approval by Parent’s stockholders is required to consummate the transactions contemplated hereby---------------- hereby and thereby. This Agreement has been duly executed and delivered by Parent such Seller and, assuming due execution and Sub and delivery hereof by the other parties hereto, this Agreement constitutes a legal, valid and binding obligation, obligation of such Seller enforceable against them such Seller in accordance with its terms, except terms except: (a) as rights to indemnity hereunder may be limited by federal or state securities laws or the extent public policies embodied therein; (b) as such enforceability may be limited by the effect of applicable bankruptcy, reorganization, insolvency, moratorium moratorium, reorganization or other Laws similar laws affecting the enforcement of creditors’ ' rights generally generally; and (c) as the effect remedy of general principles specific performance and other forms of equity, regardless of whether such enforceability is considered in a proceeding at Law or in equity. (b) Except for (i) filings with injunctive relief may be subject to equitable defenses and to the SEC under the Exchange Act, (ii) filings with the Secretary of State discretion of the State of Delaware contemplated herein, (iii) filings under the Pennsylvania Takeover Disclosure Law court before which any proceeding therefor may be brought. The execution and (iv) the filing of a Notification and Report Form under the HSR Act and any similar filings in foreign jurisdictions, the execution, delivery and performance by such Seller of this Agreement by Parent and Sub and each of the other Seller Documents, the consummation by Parent and Sub of the transactions contemplated hereby and thereby and the performance by such Seller of this Agreement and each of the other Seller Documents in accordance with its terms and conditions will not (i) violate require such Seller to obtain any provision of the organizational documents of Parent consent, approval, authorization or Subaction of, or make any filing with or give any notice to, any Governmental Entity or any other Person, (ii) violate or conflict with the declaration of trust or related documents of such Seller or, except as set forth in Schedule -------- 3.2, violate, conflict with or result in the breach of any of the terms or and --- conditions of, result in a modification of the effect of, require any notice otherwise cause the termination of or action under, or otherwise give any other contracting party the right to terminate, accelerate obligations under or receive payment under or constitute (or with notice or lapse of time or both constitute) a default under, any instrumentmaterial agreement, contract contract, indenture, lease, license, mortgage, plan, arrangement, commitment or other agreement instrument or obligation (collectively, "Contracts") --------- to which Parent or Sub such Seller is a party or by or to which either of them such Seller is or any of their respective assets such Seller's Shares are or properties is may be bound or subject, or (iii) violate Applicable Law or an Order (as hereafter defined) of any Law Governmental Entity applicable to Parent such Seller or Sub or by which any of their respective assets or properties is bound, (iv) violate any governmental permit, (v) require any filing with, notice to, or permit, consent or approval of, any Governmental Entity, excluding from the foregoing clauses (ii), (iii), (iv) and (v) violations, conflicts breaches, modifications and defaults which, and filings, notices, permits, consents and approvals the absence of which, in the aggregate, would not reasonably be expected to have a material adverse effect on the ability of Parent and Sub to consummate the transactions contemplated herebysuch Seller's Shares.

Authority to Execute and Perform Agreement. (a) Parent Such Preferred ------------------------------------------ Stockholder has full legal right and Sub have the corporate power and all authority and approvals required to enter into, execute and deliver this Agreement and each and every agreement and instrument contemplated hereby to which it is or will be a party and to perform fully their its obligations hereunder and the transactions contemplated hereby. The Board of Directors of each of Parent and Sub has approved this Agreement and the transactions contemplated hereby. No approval by Parent’s stockholders is required to consummate the transactions contemplated herebythereunder. This Agreement has been duly executed and delivered by Parent such Preferred Stockholder, and Sub on the Closing Date, each and constitutes every agreement and instrument contemplated hereby to which such Preferred Stockholder is a party will be duly executed and delivered by it and (assuming due execution and delivery hereof and thereof by the other parties hereto and thereto) this Agreement and each such other agreement and instrument will be valid and binding obligation, obligations of such Preferred Stockholder enforceable against them it in accordance with its their respective terms, except to the extent enforceability may be limited . The execu tion and delivery by the effect of applicable bankruptcy, reorganization, insolvency, moratorium or other Laws affecting the enforcement of creditors’ rights generally and the effect of general principles of equity, regardless of whether such enforceability is considered in a proceeding at Law or in equity. (b) Except for (i) filings with the SEC under the Exchange Act, (ii) filings with the Secretary of State of the State of Delaware contemplated herein, (iii) filings under the Pennsylvania Takeover Disclosure Law and (iv) the filing of a Notification and Report Form under the HSR Act and any similar filings in foreign jurisdictions, the execution, delivery and performance Preferred Stockholder of this Agreement by Parent and Sub each and every agreement and instrument contemplated hereby to which it is a party, the consummation by Parent and Sub of the transactions contemplated hereby and thereby and the performance by such Preferred Stockholder of this Agreement and each such other agreement and instrument in accordance with their respective terms and conditions will not (ia) require such Preferred Stockholder to obtain any consent, approval, authorization or action of, or make any filing with or give any notice to, any Governmental Entity or any other person; (b) violate any provision or conflict with the articles of the organizational incorporation or bylaws or other organization documents of Parent or Subsuch Preferred Stockholder, as applicable; (iic) violate, conflict with or result in the breach of any of the terms or and conditions of, result in a material modification of the effect of, require any notice otherwise cause the termination of or action under, or otherwise give any other contracting party the right to terminate, accelerate obligations under or receive payment under or constitute (or with notice or lapse of time or both constitute) a default under, any instrument, contract or other agreement to which Parent or Sub such Preferred Stockholder is a party or by or to which either of them such Preferred Stockholder is or any of their respective assets Preferred Shares are or properties is may be bound or subject, ; or (iiid) violate any Law applicable to Parent or Sub or by which any of their respective assets or properties is bound, (iv) violate any governmental permit, (v) require any filing with, notice to, or permit, consent or approval of, any Governmental Entity, excluding from the foregoing clauses (ii), (iii), (iv) and (v) violations, conflicts breaches, modifications and defaults which, and filings, notices, permits, consents and approvals the absence of which, result in the aggregate, would not reasonably be expected to have a material adverse effect creation of any Lien (as defined below) on the ability of Parent and Sub to consummate the transactions contemplated herebyany Preferred Shares.

Authority to Execute and Perform Agreement. (a) Parent Each of the Sellers has full legal right and Sub have the corporate power and all authority and approvals required to enter into, execute and deliver this Agreement and each and every agreement and instrument contemplated hereby to which such Seller is or will be a party and to perform fully their such Seller's obligations hereunder and the transactions contemplated hereby. The Board of Directors of each of Parent and Sub has approved this Agreement and the transactions contemplated hereby. No approval by Parent’s stockholders is required to consummate the transactions contemplated herebythereunder. This Agreement has been duly executed and delivered by Parent each of the Sellers, and Sub on the Closing Date, each and constitutes every agreement and instrument contemplated hereby to which each Seller is a party will be duly executed and delivered by such Seller and (assuming due execution and delivery hereof and thereof by the other parties hereto and thereto) this Agreement and each such other agreement and instrument will be valid and binding obligation, obligations of each Seller enforceable against them each Seller in accordance with its their respective terms, except to the extent enforceability may be limited . The execution and delivery by the effect of applicable bankruptcy, reorganization, insolvency, moratorium or other Laws affecting the enforcement of creditors’ rights generally and the effect of general principles of equity, regardless of whether such enforceability is considered in a proceeding at Law or in equity. (b) Except for (i) filings with the SEC under the Exchange Act, (ii) filings with the Secretary of State of the State of Delaware contemplated herein, (iii) filings under the Pennsylvania Takeover Disclosure Law and (iv) the filing of a Notification and Report Form under the HSR Act and any similar filings in foreign jurisdictions, the execution, delivery and performance each Seller of this Agreement by Parent and Sub each and every agreement and instrument contemplated hereby to which such Seller is a party, the consummation by Parent and Sub of the transactions contemplated hereby and thereby and the performance by each Seller of this Agreement and each such other agreement and instrument in accordance with their respective terms and conditions will not (ia) violate require such Seller to obtain any provision of consent, approval, authorization or action of, or make any filing with or give any notice to, any Governmental Body or any other person, except for the organizational documents of Parent or SubRequired Consents; (b) if the Required Consents are obtained, (ii) violate, conflict with or result in the breach of any of the terms or and conditions of, result in a material modification of the effect of, require any notice otherwise cause the termination of or action under, or otherwise give any other contracting party the right to terminate, accelerate obligations under or receive payment under or constitute (or with notice or lapse of time or both constitute) a default under, any instrument, contract or other agreement Contract to which Parent or Sub such Seller is a party or by or to which either of them such Seller is or any of their respective assets the Shares are or properties is may be bound or subject; (c) if the Required Consents are obtained, (iii) violate any Law or Order of any Governmental Body applicable to Parent such Seller or Sub to the Shares; or by which any of their respective assets or properties is bound, (ivd) violate any governmental permit, (v) require any filing with, notice to, or permit, consent or approval of, any Governmental Entity, excluding from the foregoing clauses (ii), (iii), (iv) and (v) violations, conflicts breaches, modifications and defaults which, and filings, notices, permits, consents and approvals the absence of which, result in the aggregate, would not reasonably be expected to have a material adverse effect creation of any Lien on the ability of Parent and Sub to consummate the transactions contemplated herebyShares.

Authority to Execute and Perform Agreement. (a) Parent and Sub have the corporate power and authority to enter into, execute and deliver this Agreement and to perform fully their obligations hereunder and the transactions contemplated hereby. The Board of Directors of each of Parent and Sub has approved this Agreement and the transactions contemplated hereby. No approval by Parent’s stockholders or board of directors is required to consummate the transactions contemplated hereby. No other corporate action on the part of Parent or Sub is necessary to consummate the transactions contemplated hereby (other than the adoption of this Agreement by Parent as the sole stockholder of Sub, which adoption shall occur immediately after the execution and delivery of this Agreement). This Agreement has been duly executed and delivered by Parent and Sub and constitutes a valid and binding obligationobligation of each of Parent and Sub, enforceable against them in accordance with its terms, except to the extent enforceability may be limited by the effect of applicable bankruptcy, reorganization, insolvency, moratorium or other Laws affecting the enforcement of creditors’ rights generally and the effect of general principles of equity, regardless of whether such enforceability is considered in a proceeding at Law or in equity. (b) Except for (i) filings with the SEC under the Exchange Act, Act and (ii) filings with the Secretary of State of the State of Delaware contemplated herein, (iii) filings under the Pennsylvania Takeover Disclosure Law and (iv) the filing of a Notification and Report Form under the HSR Act and any similar filings in foreign jurisdictions, the execution, delivery and performance of this Agreement by Parent and Sub and the consummation by Parent and Sub of the transactions contemplated hereby will not (iv) violate any provision of the organizational documents of Parent or Sub, (iiw) violate any Law applicable to Parent or Sub or by which any of their respective assets or properties is bound, (x) violate any governmental permit, (y) require any filing with, notice to, or permit, consent or approval of, any Governmental Entity, or (z) violate, conflict with or result in the breach of any of the terms or conditions of, result in modification of, require any notice or action under, or otherwise give any other contracting party the right to terminate, accelerate obligations under or receive payment under or constitute (or with notice or lapse of time or both constituteboth) a default under, any instrument, contract or other agreement to which the Parent or Sub is a party or to which either of them Parent, Sub or any of their respective assets or properties is are bound or subject, (iii) violate any Law applicable to Parent or Sub or by which any of their respective assets or properties is bound, (iv) violate any governmental permit, (v) require any filing with, notice to, or permit, consent or approval of, any Governmental Entity, excluding from the foregoing clauses (iiw), (iiix), (ivy) and (vz) violations, conflicts breaches, modifications and defaults which, and filings, notices, permits, consents and approvals the absence of which, in the aggregate, would not reasonably be expected to have a material adverse effect on prevent, materially delay or materially impair the ability of Parent and or Sub to perform its obligations under this Agreement or to consummate the Offer, the Merger or any of the other transactions contemplated hereby.

Authority to Execute and Perform Agreement. (a) Parent and Sub have Each of the Sellers has the legal right, company or corporate power and all company or corporate authority and approvals required to enter into, execute and deliver this Agreement and to perform fully their its obligations hereunder and hereunder. Each of the transactions contemplated hereby. The Board Sellers has obtained all necessary shareholder or equity holder approval (including in the case of Directors of each of Parent and Sub has approved the Company, the Requisite Stockholder Approval) to authorize this Agreement and the transactions contemplated hereby. No approval by Parent’s stockholders is required to consummate consummation of the transactions contemplated herebyby this Agreement. This Agreement has and each of the other agreements being delivered by Sellers at the Closing have been duly authorized by all necessary corporate or company action and have been or will have been duly executed and delivered by Parent each of the Sellers and Sub (assuming the due authorization, execution and constitutes a delivery hereof by Purchaser) are or will be when executed and delivered valid and binding obligation, obligations of each of the Sellers enforceable against them in accordance with its terms, except to the extent as such enforceability may be limited by the effect of applicable bankruptcy, insolvency, reorganization, insolvency, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally and the effect of by general principles of equity, equity (regardless of whether such enforceability enforcement is considered sought in a proceeding at Law law or in equity) (the “Bankruptcy and Equity Exceptions”). (b) 6.5.1. Except for (i) as set forth on Schedule 6.5.1, any filings with the SEC under the Exchange Act, (ii) filings with the Secretary of State of the State of Delaware contemplated herein, (iii) filings under the Pennsylvania Takeover Disclosure Law and (iv) the filing of a Notification and Report Form as may be required under the HSR Act Act, and any similar filings in foreign jurisdictionsthe expiration or termination of the waiting period under the HSR Act, the execution, delivery and performance of this Agreement by Parent and Sub Sellers and the consummation by Parent and Sub of the transactions contemplated hereby will not (i) violate any provision of the organizational documents Organizational Documents of Parent or Sub, Sellers; (ii) violate any agreement between Sellers and all or any of its members; (iii) require Sellers to obtain any consent, approval or action of, or make any filing with or give any notice to, any Governmental Authority or any other Person (other than with respect to customary customer Contracts that require reasonable prior notice to be provided concerning the consummation of the transactions contemplated hereby); (iv) violate, conflict with or result in the breach of any of the terms or conditions of, result in a material modification of, require any notice otherwise cause the termination of or action under, or otherwise give any other contracting party the right to terminate, cancel or accelerate obligations under any obligation or to receive payment any material benefit under or constitute (or with notice or lapse of time or both would constitute) a default underunder any Material Contract of Sellers or material Permit; (v) result in the creation of any Lien, any instrumentother than Permitted Liens, contract or other agreement to which Parent or Sub is a party or to which either of them or any of their respective assets or properties is bound or subject, upon the Purchased Assets; (iiivi) violate any Law applicable to Parent Order against, or Sub or by which binding upon, any of their respective assets the Sellers or its properties is bound, or the Business; or (ivvii) violate any governmental permit, (v) require any filing with, notice to, or permit, consent or approval of, any Governmental Entity, excluding from Law; except in the foregoing cases of clauses (ii), (iii), (iv) and (v) violationsvii), conflicts breacheswhere the violation, modifications and defaults whichbreach, and filingsconflict, noticesdefault, permitsmodification, consents and approvals the absence of whichtermination, in the aggregate, acceleration or failure to give notice or obtain consent would not reasonably be expected result in a liability to have a material adverse effect on the ability Sellers in excess of Parent and Sub to consummate the transactions contemplated hereby$25,000.

Authority to Execute and Perform Agreement. Subject only to approval by MSI shareholders, a true and correct list of which is set forth on the MSI Disclosure Schedule (a) Parent the "MSI Shareholders"), MSI and Sub MSI Acquisition have the corporate full legal right, power and authority to enter into, execute and deliver this Agreement and in the case of MSI the Shareholders Agreement described in Article VI below and to perform fully their respective obligations hereunder and the transactions contemplated hereby. The Board of Directors of each of Parent and Sub has approved this Agreement and the transactions contemplated hereby. No approval by Parent’s stockholders is required to consummate the transactions contemplated herebythereunder. This Agreement has been duly executed and delivered by Parent MSI and Sub MSI Acquisition and is the valid and binding obligation of each of them enforceable against MSI and MSI Acquisition in accordance with its terms assuming that this Agreement constitutes a valid and binding obligation, enforceable against them in accordance with its termsagreement of Biosym and Corning, except to the extent enforceability as enforcement may be limited by the effect of applicable bankruptcy, reorganization, insolvency, moratorium or other Laws similar laws affecting the enforcement of creditors’ ' rights generally and except that the effect availability of general principles of equity, regardless of whether such enforceability equitable remedies is considered in a proceeding at Law or in equity. (b) Except for (i) filings with subject to the SEC under the Exchange Act, (ii) filings with the Secretary of State discretion of the State court before which any proceeding therefor may be brought. The Boards of Delaware contemplated herein, (iii) filings under the Pennsylvania Takeover Disclosure Law Directors of MSI and (iv) the filing of a Notification and Report Form under the HSR Act and any similar filings in foreign jurisdictions, the execution, delivery and performance of MSI Acquisition have approved this Agreement by Parent and Sub and the consummation by Parent and Sub of the transactions contemplated hereby will not (i) violate any provision and apart from approval by MSI Shareholders, no other corporate proceedings are necessary to authorize this Agreement and the Shareholders Agreement or the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation by MSI or MSI Acquisition of the organizational documents of Parent or Sub, transactions contemplated hereby at the Closing will not: (iia) violate, conflict with or result in a breach or default of or constitute or result in a default under any of the terms, conditions or provisions of the Certificate of Incorporation, Bylaws or any governing instruments of MSI or of any Subsidiary or to the best of MSI's knowledge, TMSI; (b) require the further approval or consent of any federal, state, county, local court or other governmental or regulatory body or the approval or consent of any other person, and such other approvals or consents of any federal, state, county, local court or other governmental or regulatory body, the failure of which to make or obtain would materially adversely affect the ability of MSI or MSI Acquisition to consummate the Merger; or (c) conflict with or result in any breach or violation of any of the terms or and conditions of, result in modification of, require any notice or action under, or otherwise give any other contracting party the right to terminate, accelerate obligations under or receive payment under or constitute a default (or an event which with notice or lapse of time or both constituteconstitute a default) under or a default underviolation of, any statute, regulation, order, judgment or decree applicable to MSI or any Subsidiary, or any material instrument, material contract or other material agreement to which Parent MSI or Sub any Subsidiary or to the best of MSI's knowledge, TMSI is a party or to which either of them MSI or any Subsidiary or to the best of their respective assets or properties MSI knowledge, TMSI is bound or subject, (iii) violate any Law applicable to Parent or Sub or by which any of their respective assets or properties is bound, (iv) violate any governmental permit, (v) require any filing with, notice to, or permit, consent or approval of, any Governmental Entity, excluding from the foregoing clauses (ii), (iii), (iv) and (v) violations, conflicts breaches, modifications and defaults which, and filings, notices, permits, consents and approvals the absence of which, in the aggregate, would not reasonably be expected to have a material adverse effect on the ability of Parent and Sub to consummate the transactions contemplated hereby.

Authority to Execute and Perform Agreement. (a) NO BREACH. Except as listed on Schedule 5.2, upon receiving the required approval of its respective Board of Directors, Parent and Sub have each has the corporate full legal right and power and all authority and approvals required to enter into, execute and deliver delivery this Agreement and to perform fully their its obligations hereunder and the transactions contemplated hereby. The Board of Directors of each of Parent and Sub has approved this Agreement and the transactions contemplated hereby. No approval by Parent’s stockholders is required to consummate the transactions contemplated herebyhereunder. This Agreement has been duly executed and delivered by Parent and Sub Sub, and assuming due execution and delivery by Target and Shareholders, constitutes a the valid and binding obligationobligation of Parent and Sub, enforceable against them each in accordance with its terms, except subject to the extent enforceability may be limited by qualifications that enforcement of the effect of applicable rights and remedies created hereby is subject to (i) bankruptcy, insolvency, reorganization, insolvency, moratorium or and other Laws laws of general application affecting the enforcement rights and remedies of creditors’ rights generally , and the effect of (ii) general principles of equity, equity (regardless of whether such enforceability enforcement is considered in a proceeding in equity or at Law law). Except as otherwise specified in this Agreement or any Schedule hereto, no approval or consent of, or filing with, any government or regulatory authority is required to be obtained by Parent in equity. (b) Except for connection with the execution and delivery by Parent of this Agreement and the consummation and performance by it of the transactions contemplated hereby, other than (i) filings with the SEC under the Exchange Actas set forth on Schedule 5.2, and (ii) filings with consents or approvals the Secretary denial of State of which or the State of Delaware failure to obtain which could not affect in any material respect the transactions contemplated herein, (iii) filings under the Pennsylvania Takeover Disclosure Law and (iv) the filing of a Notification and Report Form under the HSR Act and any similar filings in foreign jurisdictions, the hereby. The execution, delivery and performance of this Agreement by Parent and Sub and the consummation by Parent and Sub of the transactions contemplated hereby in accordance with the terms and conditions hereof by Parent will not not: (i) violate any provision of the organizational documents Parent's Certificate of Parent or Sub, Incorporation of By-Laws; (ii) violate, conflict with or result in the breach of any of the terms or conditions of, result in modification of, require any notice or action under, or otherwise give any other contracting party the right to terminate, accelerate obligations under or receive payment under or constitute (or with notice or lapse of time or both constitute) a default under, any instrument, contract or other agreement to which Parent or Sub is a party or by or to which either of them it or any of their respective its assets or properties is may be bound or subject, ; (iii) violate any Law applicable to Parent order, judgment, injunction, award or Sub decree of any court, arbitrator, governmental or regulatory body, by which any Parent, or the securities, assets, properties or business of their respective assets or properties Parent is bound, ; or (iv) violate any governmental permitstatute, (v) require any filing with, notice to, law or permit, consent or approval of, any Governmental Entity, excluding from the foregoing clauses (ii), (iii), (iv) and (v) violations, conflicts breaches, modifications and defaults which, and filings, notices, permits, consents and approvals the absence of which, in the aggregate, would not reasonably be expected to have a material adverse effect on the ability of Parent and Sub to consummate the transactions contemplated herebyregulation.

Authority to Execute and Perform Agreement. (a) Parent ExlService Holdings has the full legal right and Sub have the corporate power and all authority and approvals required to enter into, execute and deliver this Agreement and each and every agreement and instrument contemplated hereby to which ExlService Holdings is or will be a party and to perform fully their its obligations hereunder and the transactions contemplated hereby. The Board of Directors of each of Parent and Sub has approved this Agreement and the transactions contemplated hereby. No approval by Parent’s stockholders is required to consummate the transactions contemplated herebythereunder. This Agreement has been duly executed and delivered by Parent ExlService Holdings, and Sub on the Closing Date, each and constitutes every agreement and instrument contemplated hereby to which ExlService Holdings is a party will be duly executed and delivered by ExlService Holdings and (assuming due execution and delivery hereof and thereof by the other parties hereto and thereto) this Agreement and each such other agreement and instrument will be valid and binding obligation, obligations of ExlService Holdings enforceable against them ExlService Holdings in accordance with its their respective terms, except to the extent enforceability may be limited . The execution and delivery by the effect of applicable bankruptcy, reorganization, insolvency, moratorium or other Laws affecting the enforcement of creditors’ rights generally and the effect of general principles of equity, regardless of whether such enforceability is considered in a proceeding at Law or in equity. (b) Except for (i) filings with the SEC under the Exchange Act, (ii) filings with the Secretary of State of the State of Delaware contemplated herein, (iii) filings under the Pennsylvania Takeover Disclosure Law and (iv) the filing of a Notification and Report Form under the HSR Act and any similar filings in foreign jurisdictions, the execution, delivery and performance ExlService Holdings of this Agreement by Parent and Sub each and every other agreement and instrument contemplated hereby to which ExlService Holdings is a party, the consummation by Parent and Sub of the transactions contemplated hereby and thereby and the performance by ExlService Holdings of this Agreement and each such other agreement and instrument in accordance with their respective terms and conditions will not (ia) violate any provision of the organizational documents certificate of Parent incorporation, by-laws or Subcomparable instruments of ExlService Holdings; (b) require ExlService Holdings to obtain any consent, approval, authorization or action of, or make any filing with or give any notice to, any Governmental Body or any other person; (iic) violate, conflict with or result in the breach of any of the terms or and conditions of, result in a material modification of the effect of, require any notice otherwise cause the termination of or action under, or otherwise give any other contracting party the right to terminate, accelerate obligations under or receive payment under or constitute (or with notice or lapse of time or both constitute) a default under, any instrument, contract or other agreement Contract to which Parent or Sub ExlService Holdings is a party or by or to which either of them ExlService Holdings or any of their respective assets or properties is or may be bound or subject, ; or (iiid) violate any Law or Order of any Governmental Body applicable to Parent or Sub or by which any of their respective assets or properties is bound, (iv) violate any governmental permit, (v) require any filing with, notice to, or permit, consent or approval of, any Governmental Entity, excluding from the foregoing clauses (ii), (iii), (iv) and (v) violations, conflicts breaches, modifications and defaults which, and filings, notices, permits, consents and approvals the absence of which, in the aggregate, would not reasonably be expected to have a material adverse effect on the ability of Parent and Sub to consummate the transactions contemplated herebyExlService Holdings.

Authority to Execute and Perform Agreement. (a) Parent The Buyer has the full legal right and Sub have the corporate power and all authority and approvals required to enter into, execute and deliver this Agreement and each other agreement contemplated hereby to which the Buyer is or will be a party, and to perform fully their its obligations hereunder and the transactions contemplated hereby. The Board of Directors of each of Parent and Sub has approved this Agreement and the transactions contemplated hereby. No approval by Parent’s stockholders is required to consummate the transactions contemplated herebythereunder. This Agreement has been duly executed and delivered by Parent the Buyer, and Sub on the Closing Date each agreement contemplated hereby to which the Buyer is a party will be duly executed and constitutes delivered by the Buyer, and assuming due execution and delivery hereof and thereof by the other parties hereto and thereto, this Agreement and each such other agreement will be a valid and binding obligation, obligation of the Buyer enforceable against them the Buyer in accordance with its terms, except to the extent enforceability may be limited by the effect of applicable bankruptcy, reorganization, insolvency, moratorium or other Laws affecting the enforcement of creditors’ rights generally and the effect of general principles of equity, regardless of whether such enforceability is considered in a proceeding at Law or in equity. (b) Except for (i) filings with The execution and delivery by the SEC under the Exchange Act, (ii) filings with the Secretary of State of the State of Delaware contemplated herein, (iii) filings under the Pennsylvania Takeover Disclosure Law and (iv) the filing of a Notification and Report Form under the HSR Act and any similar filings in foreign jurisdictions, the execution, delivery and performance Buyer of this Agreement by Parent and Sub and each other agreement contemplated hereby to which the Buyer is or will be a party, the consummation by Parent and Sub of the transactions contemplated hereby and thereby (including the issuance and delivery of the shares of Buyer Common Stock to be issued by the Buyer to the Sellers or to be contributed by the Buyer to the Company pursuant to Section 1.1), and the performance by the Buyer of this Agreement and each such other agreement in accordance with their respective terms and conditions have been duly authorized by the Buyer and will not not: (i) violate any provision of the organizational documents Certificate of Parent Incorporation or Sub, By-laws (or comparable instruments) of the Buyer; (ii) violaterequire the Buyer to obtain any material consents, conflict approvals, authorizations or actions of, or make any filings with or give any notices to, any Governmental Bodies or any other Person, except (A) the notification requirements of the HSR Act, (B) applicable filings under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), and the Securities Act of 1933, as amended (the "SECURITIES ACT"), (C) applicable filings under any state securities or "blue sky" laws, and (D) applicable filings under the rules and regulations of any listing agreement to which the Buyer is a party (the "BUYER CONSENTS AND NOTICES"); (iii) violate or result in the breach of any of the terms or and conditions of, result in modification of, require any notice cause the termination of or action under, or otherwise give any other contracting party the right to terminate, accelerate obligations under or receive payment under or constitute (or with notice or lapse of time time, or both both, constitute) a material default under, any instrumentmaterial contract, contract agreement, lease or other agreement license to which Parent or Sub the Buyer is a party or by or to which either of them the Buyer or any of their respective assets or its properties is or may be bound or subject, (iii) violate any Law applicable to Parent or Sub or by which any of their respective assets or properties is bound, ; or (iv) violate any governmental permit, (v) require any filing with, notice to, Laws or permit, consent or approval of, Orders of any Governmental Entity, excluding from Body applicable to the foregoing clauses (ii), (iii), (iv) and (v) violations, conflicts breaches, modifications and defaults which, and filings, notices, permits, consents and approvals the absence of which, in the aggregate, would not reasonably be expected to have a material adverse effect on the ability of Parent and Sub to consummate the transactions contemplated herebyBuyer.

Authority to Execute and Perform Agreement. (a) Parent The Buyer has the full legal right and Sub have the corporate power and all authority and approvals required to enter into, execute and deliver this Agreement and each and every agreement and instrument (including, without limitation, the Escrow Agreement and the Employment Agreements) contemplated hereby to which the Buyer is or will be a party and to perform fully their its obligations hereunder and the transactions contemplated hereby. The Board of Directors of each of Parent and Sub has approved this Agreement and the transactions contemplated hereby. No approval by Parent’s stockholders is required to consummate the transactions contemplated herebythereunder. This Agreement has been duly executed and delivered by Parent the Buyer, and Sub on the Closing Date, each and constitutes every agreement and instrument (including, without limitation, the Escrow Agreement and the Employment Agreements) contemplated hereby to which the Buyer is a party will be duly executed and delivered by the Buyer and (assuming due execution and delivery hereof and thereof by the other parties hereto and thereto) this Agreement and each such other agreement and instrument (including, without limitation, the Escrow Agreement and the Employment Agreements) will be valid and binding obligation, obligations of the Buyer enforceable against them the Buyer in accordance with its their respective terms, except to the extent enforceability may be limited . The execution and delivery by the effect of applicable bankruptcy, reorganization, insolvency, moratorium or other Laws affecting the enforcement of creditors’ rights generally and the effect of general principles of equity, regardless of whether such enforceability is considered in a proceeding at Law or in equity. (b) Except for (i) filings with the SEC under the Exchange Act, (ii) filings with the Secretary of State of the State of Delaware contemplated herein, (iii) filings under the Pennsylvania Takeover Disclosure Law and (iv) the filing of a Notification and Report Form under the HSR Act and any similar filings in foreign jurisdictions, the execution, delivery and performance Buyer of this Agreement by Parent and Sub each and every other agreement and instrument (including, without limitation, the Escrow Agreement and the Employment Agreements) contemplated hereby to which the Buyer is a party, the consummation by Parent and Sub of the transactions contemplated hereby and thereby and the performance by the Buyer of this Agreement and each such other agreement and instrument (including, without limitation, the Escrow Agreement and the Employment Agreements) in accordance with their respective terms and conditions will not (ia) violate any provision of the organizational documents Articles of Parent Incorporation or SubBy-laws (or comparable instruments) of the Buyer; (b) require the Buyer to obtain any consent, approval, authorization or action of, or make any filing with or give any notice to, any Governmental Body or any other person; (iic) violate, conflict with or result in the breach of any of the terms or and conditions of, result in a material modification of the effect of, require any notice otherwise cause the termination of or action under, or otherwise give any other contracting party the right to terminate, accelerate obligations under or receive payment under or constitute (or with notice or lapse of time or both constitute) a default under, any instrument, contract or other agreement Contract to which Parent or Sub the Buyer is a party or by or to which either of them the Buyer or any of their respective assets or its properties is or may be bound or subject, ; or (iiid) violate any Law or Order of any Governmental Body applicable to Parent or Sub or by which any of their respective assets or properties is bound, (iv) violate any governmental permit, (v) require any filing with, notice to, or permit, consent or approval of, any Governmental Entity, excluding from the foregoing clauses (ii), (iii), (iv) and (v) violations, conflicts breaches, modifications and defaults which, and filings, notices, permits, consents and approvals the absence of which, in the aggregate, would not reasonably be expected to have a material adverse effect on the ability of Parent and Sub to consummate the transactions contemplated herebyBuyer.

Authority to Execute and Perform Agreement. (a) Parent Each Seller has ------------------------------------------ full legal right and Sub have the corporate power and all authority and approvals required to enter into, execute and deliver as applicable, this Agreement, and each other agreement, document, or instrument or certificate contemplated by this Agreement and to perform fully their obligations hereunder and be executed by such Seller in connection with the consummation of the transactions contemplated hereby. The Board of Directors of each of Parent and Sub has approved by this Agreement (together with this Agreement, the "Seller Documents"), and the transactions contemplated hereby. No approval by Parent’s stockholders is required to consummate the ---------------- transactions contemplated herebyhereby and thereby. This Agreement has been duly executed and delivered by Parent such Seller and, assuming due execution and Sub and delivery hereof by the other parties hereto, this Agreement constitutes a legal, valid and binding obligation, obligation of such Seller enforceable against them such Seller in accordance with its terms, except terms except: (a) as rights to indemnity hereunder may be limited by federal or state securities laws or the extent public policies embodied therein; (b) as such enforceability may be limited by the effect of applicable bankruptcy, reorganization, insolvency, moratorium moratorium, reorganization or other Laws similar laws affecting the enforcement of creditors’ ' rights generally generally; and (c) as the effect remedy of general principles specific performance and other forms of equity, regardless of whether such enforceability is considered in a proceeding at Law or in equity. (b) Except for (i) filings with injunctive relief may be subject to equitable defenses and to the SEC under the Exchange Act, (ii) filings with the Secretary of State discretion of the State of Delaware contemplated herein, (iii) filings under the Pennsylvania Takeover Disclosure Law court before which any proceeding therefor may be brought. The execution and (iv) the filing of a Notification and Report Form under the HSR Act and any similar filings in foreign jurisdictions, the execution, delivery and performance by such Seller of this Agreement by Parent and Sub and each of the other Seller Documents, the consummation by Parent and Sub of the transactions contemplated hereby and thereby and the performance by such Seller of this Agreement and each of the other Seller Documents in accordance with its terms and conditions will not (i) violate require such Seller to obtain any provision of the organizational documents of Parent consent, approval, authorization or Subaction of, or make any filing with or give any notice to, any Governmental Entity or any other Person, (ii) violate or conflict with the declaration of trust or related documents of such Seller or, except as set forth in Schedule 3.2, ------------ violate, conflict with or result in the breach of any of the terms or and conditions of, result in a modification of the effect of, require any notice otherwise cause the termination of or action under, or otherwise give any other contracting party the right to terminate, accelerate obligations under or receive payment under or constitute (or with notice or lapse of time or both constitute) a default under, any instrumentmaterial agreement, contract contract, indenture, lease, license, mortgage, plan, arrangement, commitment or other agreement instrument or obligation (collectively, "Contracts") to which Parent or Sub such Seller --------- is a party or by or to which either of them such Seller is or any of their respective assets such Seller's Shares are or properties is may be bound or subject, or (iii) violate Applicable Law or an Order (as hereafter defined) of any Law Governmental Entity applicable to Parent such Seller or Sub or by which any of their respective assets or properties is bound, (iv) violate any governmental permit, (v) require any filing with, notice to, or permit, consent or approval of, any Governmental Entity, excluding from the foregoing clauses (ii), (iii), (iv) and (v) violations, conflicts breaches, modifications and defaults which, and filings, notices, permits, consents and approvals the absence of which, in the aggregate, would not reasonably be expected to have a material adverse effect on the ability of Parent and Sub to consummate the transactions contemplated herebysuch Seller's Shares.

Authority to Execute and Perform Agreement. (a) Parent and Sub have Seller has the legal right, corporate power and all corporate authority and approvals required to enter into, execute and deliver this Agreement and to perform fully their its obligations hereunder and the transactions contemplated herebyhereunder. The Board Each of Directors of each of Parent and Sub has approved this Agreement and each of the transactions contemplated hereby. No approval other agreements being delivered by Parent’s stockholders is required to consummate Seller at the transactions contemplated hereby. This Agreement has Closing have been duly authorized by all necessary corporate action and have been or will have been duly executed and delivered by Parent Seller and Sub (assuming the due authorization, execution and constitutes a delivery hereof by Purchaser) are or will be when executed and delivered valid and binding obligation, obligations of Seller enforceable against them in accordance with its terms, except to the extent enforceability as may be limited by the effect of applicable (a) bankruptcy, reorganization, insolvency, moratorium or other Laws similar laws affecting the enforcement of creditors’ rights generally and the effect of (b) general principles of equity, regardless of equity (whether such enforceability enforcement is considered in a proceeding sought at Law law or in equity). (b) 6.5.1. Except for (i) filings with the SEC under the Exchange Act, (ii) filings with the Secretary of State of the State of Delaware contemplated herein, (iii) filings under the Pennsylvania Takeover Disclosure Law and (iv) the filing of a Notification and Report Form under the HSR Act and any similar filings in foreign jurisdictionsas set forth on Schedule 6.5, the execution, delivery and performance of this Agreement by Parent and Sub Seller and the consummation by Parent and Sub of the transactions contemplated hereby will not (i) violate any provision of the organizational documents Certificate of Parent Incorporation or SubBylaws of Seller or any agreement between Seller and all or any of its stockholders; (ii) require Seller to obtain any consent, approval or action of, or make any filing with or give any notice to, any Governmental Authority or any other Person, (iiiii) violate, conflict with or result in the breach of any of the terms or conditions of, result in a material modification of, require any notice otherwise cause the termination of or action under, or otherwise give any other contracting party the right to terminate, cancel or accelerate obligations under any obligation or to receive payment any material benefit under or constitute (or with notice or lapse of time or both would constitute) a default underunder any material Assumed Contract, or result in the creation of any instrument, contract or other agreement to which Parent or Sub is a party or to which either of them or any of their respective assets or properties is bound or subject, (iii) violate any Law applicable to Parent or Sub or by which any of their respective assets or properties is bound, Lien upon the Purchased Assets; (iv) violate any governmental permitOrder against, or binding upon, Seller or its properties or GlobalTrak Business; or (v) require violate any filing with, notice to, or permit, consent or approval of, any Governmental Entity, excluding from the foregoing clauses (ii), (iii), (iv) and (v) violations, conflicts breaches, modifications and defaults which, and filings, notices, permits, consents and approvals the absence of which, in the aggregate, would not reasonably be expected to have a material adverse effect on the ability of Parent and Sub to consummate the transactions contemplated herebyLaw.

Authority to Execute and Perform Agreement. (a) Parent The Buyer has the full legal right and Sub have the corporate power and all authority and approvals required to enter into, execute and deliver this Agreement and each and every agreement and instrument (including, without limitation, the Escrow Agreement) contemplated hereby to which the Buyer is or will be a party and to perform fully their its obligations hereunder and the transactions contemplated hereby. The Board of Directors of each of Parent and Sub has approved this Agreement and the transactions contemplated hereby. No approval by Parent’s stockholders is required to consummate the transactions contemplated herebythereunder. This Agreement has been duly executed and delivered by Parent the Buyer, and Sub on the Closing Date, each and constitutes every agreement and instrument (including, without limitation, the Escrow Agreement) contemplated hereby to which the Buyer is a party will be duly executed and delivered by the Buyer and (assuming due execution and delivery hereof and thereof by the other parties hereto and thereto) this Agreement and each such other agreement and instrument (including, without limitation, the Escrow Agreement) will be valid and binding obligation, obligations of the Buyer enforceable against them the Buyer in accordance with its their respective terms, except to the extent as such enforceability may be limited by the effect of applicable bankruptcy, reorganization, insolvency, moratorium or other Laws affecting the enforcement of bankruptcy and insolvency laws and by creditors’ ' rights generally generally. Except as set forth on Schedule 5.2 and the effect of general principles of equity, regardless of whether such enforceability is considered in a proceeding at Law or in equity. (b) Except for (i) filings with the SEC under the Exchange Act, (ii) filings with the Secretary of State of the State of Delaware contemplated herein, (iii) filings under the Pennsylvania Takeover Disclosure Law and (iv) the filing of a Notification and Report Form under the HSR Act and any similar filings in foreign jurisdictionsAct, the execution, execution and delivery and performance by the Buyer of this Agreement by Parent and Sub each and every other agreement and instrument (including, without limitation, the Escrow Agreement) contemplated hereby to which the Buyer is a party, the consummation by Parent and Sub of the transactions contemplated hereby and thereby and the performance by the Buyer of this Agreement and each such other agreement and instrument (including, without limitation, the Escrow Agreement) in accordance with their respective terms and conditions will not (ia) violate any provision of the organizational documents Articles of Parent Incorporation or SubBy-laws (or comparable instruments) of the Buyer; (b) require the Buyer to obtain any consent, approval, authorization or action of, or make any filing with or give any notice to, any Governmental Body or any other person; (iic) violate, conflict with or result in the breach of any of the terms or and conditions of, result in a material modification of the effect of, require any notice otherwise cause the termination of or action under, or otherwise give any other contracting party the right to terminate, accelerate obligations under or receive payment under or constitute (or with notice or lapse of time or both constitute) a default under, any instrument, contract or other agreement Contract to which Parent or Sub the Buyer is a party or by or to which either of them the Buyer or any of their respective assets or its properties is or may be bound or subject, ; or (iiid) violate any Law or Order of any Governmental Body applicable to Parent or Sub or by which any of their respective assets or properties is bound, (iv) violate any governmental permit, (v) require any filing with, notice to, or permit, consent or approval of, any Governmental Entity, excluding from the foregoing clauses (ii), (iii), (iv) and (v) violations, conflicts breaches, modifications and defaults which, and filings, notices, permits, consents and approvals the absence of which, in the aggregate, would not reasonably be expected to have a material adverse effect on the ability of Parent and Sub to consummate the transactions contemplated herebyBuyer.

Authority to Execute and Perform Agreement. (a) Parent and Sub have the corporate power and authority to enter into, execute and deliver this Agreement and to perform fully their obligations hereunder and the transactions contemplated hereby. The Board of Directors of each of Parent and Sub has approved this Agreement and the transactions contemplated hereby. No approval by Parent’s stockholders is required to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by Parent and Sub and constitutes a valid and binding obligation, enforceable against them in accordance with its terms, except to the extent enforceability may be limited by the effect of applicable bankruptcy, reorganization, insolvency, moratorium or other Laws affecting the enforcement of creditors’ rights generally and the effect of general principles of equity, regardless of whether such enforceability is considered in a proceeding at Law or in equity. (b) Except for (i) filings with the SEC under the Exchange Act, (ii) filings with the Secretary of State of the State of Delaware contemplated herein, and (iii) filings under the Pennsylvania Takeover Disclosure Law and (iv) the filing of a Notification and Report Form under the HSR Act and any similar filings in foreign jurisdictions, the execution, delivery and performance of this Agreement by Parent and Sub and the consummation by Parent and Sub of the transactions contemplated hereby will not (iA) violate any provision of the certificate of incorporation or bylaws or similar organizational documents of Parent or Sub, (iiB) violate, conflict with or result in the breach of any of the terms or conditions of, result in modification of, require any notice or action under, or otherwise give any other contracting party the right to terminate, accelerate obligations under or receive payment under or constitute (or with notice or lapse of time or both constitute) a default under, any instrument, contract or other agreement to which Parent or Sub is a party or to which either of them or any of their respective assets or properties is bound or subject, (iiiC) violate any Law applicable to Parent or Sub or by which any of their respective assets or properties is bound, (ivD) violate any governmental permit, (vE) require any filing with, notice to, or permit, consent or approval of, any Governmental Entity, excluding from the foregoing clauses (iiB), (iiiC), (ivD) and (vE) violations, conflicts breaches, modifications and defaults which, and filings, notices, permits, consents and approvals the absence of which, in the aggregate, would not reasonably be expected to have a material adverse effect on the ability of Parent and Sub to consummate the transactions contemplated hereby.

Authority to Execute and Perform Agreement. (a) Parent Each Seller has ------------------------------------------ full legal right and Sub have the corporate power and all authority and approvals required to enter into, execute and deliver as applicable, this Agreement, and each other agreement, document, or instrument or certificate contemplated by this Agreement and to perform fully their obligations hereunder and be executed by such Seller in connection with the consummation of the transactions contemplated hereby. The Board of Directors of each of Parent and Sub has approved by this Agreement (together with this Agreement, the "Seller Documents"), and the transactions contemplated hereby. No approval by Parent’s stockholders is required to consummate the transactions contemplated herebyhereby and ----------------- thereby. This Agreement has been duly executed and delivered by Parent such Seller and, assuming due execution and Sub and delivery hereof by the other parties hereto, this Agreement constitutes a legal, valid and binding obligation, obligation of such Seller enforceable against them such Seller in accordance with its terms, except terms except: (a) as rights to indemnity hereunder may be limited by federal or state securities laws or the extent public policies embodied therein; (b) as such enforceability may be limited by the effect of applicable bankruptcy, reorganization, insolvency, moratorium moratorium, reorganization or other Laws similar laws affecting the enforcement of creditors’ ' rights generally generally; and (c) as the effect remedy of general principles specific performance and other forms of equity, regardless of whether such enforceability is considered in a proceeding at Law or in equity. (b) Except for (i) filings with injunctive relief may be subject to equitable defenses and to the SEC under the Exchange Act, (ii) filings with the Secretary of State discretion of the State of Delaware contemplated herein, (iii) filings under the Pennsylvania Takeover Disclosure Law court before which any proceeding therefor may be brought. The execution and (iv) the filing of a Notification and Report Form under the HSR Act and any similar filings in foreign jurisdictions, the execution, delivery and performance by such Seller of this Agreement by Parent and Sub and each of the other Seller Documents, the consummation by Parent and Sub of the transactions contemplated hereby and thereby and the performance by such Seller of this Agreement and each of the other Seller Documents in accordance with its terms and conditions will not (i) violate require such Seller to obtain any provision of the organizational documents of Parent consent, approval, authorization or Subaction of, or make any filing with or give any notice to, any Governmental Entity or any other Person, (ii) violate or conflict with the declaration of trust or related documents of such Seller or, except as set forth in Schedule 3.2, violate, conflict with or result in the ------------ breach of any of the terms or and conditions of, result in a modification of the effect of, require any notice otherwise cause the termination of or action under, or otherwise give any other contracting party the right to terminate, accelerate obligations under or receive payment under or constitute (or with notice or lapse of time or both constitute) a default under, any instrumentmaterial agreement, contract contract, indenture, lease, license, mortgage, plan, arrangement, commitment or other agreement instrument or obligation (collectively, "Contracts") to which Parent or Sub such Seller is a party or by or --------- to which either of them such Seller is or any of their respective assets such Seller's Shares are or properties is may be bound or subject, or (iii) violate Applicable Law or an Order (as hereafter defined) of any Law Governmental Entity applicable to Parent such Seller or Sub or by which any of their respective assets or properties is bound, (iv) violate any governmental permit, (v) require any filing with, notice to, or permit, consent or approval of, any Governmental Entity, excluding from the foregoing clauses (ii), (iii), (iv) and (v) violations, conflicts breaches, modifications and defaults which, and filings, notices, permits, consents and approvals the absence of which, in the aggregate, would not reasonably be expected to have a material adverse effect on the ability of Parent and Sub to consummate the transactions contemplated herebysuch Seller's Shares.