Common use of CORPORATE AUTHORITY RELATIVE TO THIS AGREEMENT Clause in Contracts

CORPORATE AUTHORITY RELATIVE TO THIS AGREEMENT. (a) The Company has all requisite corporate or similar power and authority to enter into this Agreement and to perform its obligations hereunder. The execution, delivery and performance by the Company of this Agreement have been duly and validly authorized by the Company. This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes the valid and binding agreement of the Shareholder, constitutes the valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, examinership, fraudulent transfer, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting or relating to the enforcement of creditors’ rights generally and (ii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any Proceeding therefor may be brought. (b) Other than any consents that have already been obtained or will be obtained in connection with the consummation of the transactions contemplated by the Business Combination Agreement, no authorization, consent or approval of, or filing with, any Governmental Entity is necessary, under applicable Law, for the Company to perform its obligations under this Agreement or to consummate the transactions contemplated hereby, except for such authorizations, consents, approvals or filings that, if not obtained or made, would not reasonably be expected to materially prevent, delay or impede the ability of the Company to perform its obligations under this Agreement or to consummate the transactions contemplated hereby. (c) The execution and delivery by the Shareholder of this Agreement does not, and will not (i) conflict with or result in any violation of any provision of the Amazon Governing Documents or (ii) conflict with or violate any Laws applicable to the Company or any of its material properties or assets, other than in the case of clauses (i) and (ii), any such violation, breach, conflict, default, termination, modification, cancellation, acceleration, right, loss or Lien that would not reasonably be expected to, individually or in the aggregate, materially prevent, delay or impede the ability of the Company to perform its obligations under this Agreement or to consummate the transactions contemplated hereby.

CORPORATE AUTHORITY RELATIVE TO THIS AGREEMENT. NO VIOLATION; APPROVALS. (a) The Company Each of Parent and Merger Sub has all requisite full corporate or similar power and authority to enter into this Agreement and to perform carry out its obligations hereunderhereunder and to consummate the transactions contemplated hereby. The execution, execution and delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the CompanyBoards of Directors of Parent and Merger Sub and by Parent as the sole stockholder of Merger Sub, and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company Parent and Merger Sub and, assuming this Agreement constitutes the valid and binding agreement of the Shareholder, constitutes the a valid and binding agreement of the Company, this Agreement constitutes a valid and binding agreement of Parent and Merger Sub enforceable against the Company each of them in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, examinership, fraudulent transfer, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting or relating to the enforcement of creditors’ rights generally and (ii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any Proceeding therefor may be brought. (b) The execution and delivery of this Agreement by Parent and by Merger Sub do not, and the performance of this Agreement by Parent and by Merger Sub will not, (i) conflict with or violate any provision of the Parent Certificate or the Parent By-laws; (ii) conflict with or violate any provision of any equivalent organizational documents of Merger Sub; (iii) assuming that all consents, approvals, authorizations and other actions described in Section 4.3(c) have been obtained and all filings and obligations described in Section 4.3(c) have been made, conflict with or violate any Law applicable to Parent or Merger Sub or any of their respective properties or assets; or (iv) except as set forth in Section 4.3(b) of the Parent Disclosure Schedule, result in any breach of or any loss of any benefit or any triggering of additional rights under or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or other encumbrance on any property or asset of Parent or any Subsidiary of Parent pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit or other instrument or obligation, except, with respect to clauses (ii), (iii) and (iv), for any such conflicts or violations which neither, individually or in the aggregate, (A) would reasonably be expected to have a Material Adverse Effect on Parent nor (B) prevent or materially delay the performance of this Agreement by Parent. (c) Other than any consents that have already been obtained or will be obtained in connection with or in compliance with the consummation provisions of the transactions contemplated by DGCL, the Business Combination AgreementSecurities Act, the Exchange Act, the HSR Act, Section 4043 of ERISA, any non-United States competition, antitrust and investments Laws and the securities or blue sky Laws of the various states, the rules of the NYSE, and other than as set forth in items 1. and 2. of Section 3.3(c) of the Company Disclosure Schedule and any necessary approvals of the United States government or any agencies, departments or instrumentalities thereof (collectively, the "Parent Required Approvals"), no authorization, consent or approval of, or filing withwith or notification of, any Governmental Entity or of or with any third party is necessary, under applicable Law, necessary for the Company to perform its obligations under this Agreement or to consummate consummation by Parent and Merger Sub of the transactions contemplated herebyby this Agreement, except for such authorizations, consents, approvals approvals, filings, or filings thatnotifications, if not obtained the failure to obtain or made, would not reasonably be expected to materially prevent, delay or impede the ability of the Company to perform its obligations under this Agreement or to consummate the transactions contemplated hereby. (c) The execution and delivery by the Shareholder of this Agreement does not, and will not (i) conflict with or result in any violation of any provision of the Amazon Governing Documents or (ii) conflict with or violate any Laws applicable to the Company or any of its material properties or assets, other than in the case of clauses (i) and (ii), any such violation, breach, conflict, default, termination, modification, cancellation, acceleration, right, loss or Lien make that would not reasonably be expected tonot, individually or in the aggregate, materially prevent, reasonably be expected to have a Material Adverse Effect on Parent or substantially impair or delay or impede the ability consummation of the Company to perform its obligations under this Agreement or to consummate the transactions contemplated hereby.. 4.4

CORPORATE AUTHORITY RELATIVE TO THIS AGREEMENT. (a) The Company NO VIOLATION; NO ----------------------------------------------------------------------------- CONFLICT. Each of Falcon and Sub has all requisite the corporate or similar power and authority --------- necessary to enter into this Agreement and to perform carry out its obligations hereunder. The execution, execution and delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the CompanyBoards of Directors of Falcon and Sub and no other corporate proceedings on the part of Falcon or Sub are necessary to authorize this Agreement and the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company Falcon and Sub and, assuming this Agreement constitutes a valid and binding Agreement of the other parties hereto, this Agreement constitutes a valid and binding agreement of the Shareholder, constitutes the valid Falcon and binding agreement of the CompanySub, enforceable against the Company each of them in accordance with its terms, terms (except that (i) such enforcement insofar as enforceability may be subject to limited by applicable bankruptcy, insolvency, examinership, fraudulent transfer, reorganization, moratorium or other similar Lawslaws affecting creditors' rights generally, now or hereafter in effect, affecting or relating to by principles governing the enforcement of creditors’ rights generally and (ii) equitable remedies of specific performance and injunctive and other forms availability of equitable relief may be subject to equitable defenses and to the discretion of the court before which any Proceeding therefor may be brought. (b) remedies). Other than any consents that have already been obtained or will be obtained in connection with or in compliance with the consummation provisions of the transactions contemplated by DGCL, the Business Combination AgreementExchange Act, and the HSR Act (collectively, the "Falcon Required Approvals"), no authorization, consent or approval of, or filing by Falcon or Sub with, any Governmental Entity governmental body or authority or other person is necessary, under applicable Law, necessary for the Company to perform its obligations under execution and delivery of this Agreement or to consummate the consummation by Falcon or Sub of the transactions contemplated hereby, hereby except for where the failure to obtain such authorizations, consents, consents or approvals or filings that, if not obtained or made, would make such filing is not reasonably be expected likely to materially prevent, delay or impede have a Material Adverse Effect on Falcon. Neither the ability execution and delivery of the Company to perform its obligations under this Agreement or to consummate by Falcon and Sub nor the consummation by Falcon and Sub of the transactions contemplated hereby. (c) The execution and delivery by the Shareholder of this Agreement does not, and will not (ia) conflict with or result in a breach or violation of the organizational documents of Falcon or Sub or of any of Falcon's Subsidiaries; (b) result in a breach or violation of any provision of, or constitute a default (or an event which, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any party (with the giving of notice, the passage of time or otherwise) to terminate, accelerate or modify, or result in the creation of any lien, security interest, charge or encumbrance upon any of the Amazon Governing Documents properties or (ii) conflict with assets of Falcon or violate Sub or any Laws applicable of Falcon's Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, contract, agreement, lease or other instrument or obligation to the Company which Falcon or Sub or any of its material Falcon's Subsidiaries is a party; (c) subject to the matters set forth in the preceding sentence, violate any order, writ, injunction, decree, statute, rule or regulation applicable to Falcon or Sub or any of Falcon's Subsidiaries or any of the properties or assetsassets of any of them; or (d) give any governmental body or authority the right to revoke, other than in the case withdraw, suspend, cancel, terminate or modify any governmental authorization held by Falcon or any of clauses (i) and (ii)its Subsidiaries, any such violation, breach, conflict, default, termination, modification, cancellation, acceleration, right, loss or Lien that except as would not reasonably be expected tonot, individually or in the aggregate, materially prevent, delay or impede the ability of the Company to perform its obligations under this Agreement or to consummate the transactions contemplated herebyhave a Material Adverse Effect on Falcon.

CORPORATE AUTHORITY RELATIVE TO THIS AGREEMENT. No Violation. ------------------------------------------------------------ (a) The Company has all requisite the corporate or similar power and authority to enter into this Agreement and to perform carry out its obligations hereunder. The execution, execution and delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors of the Company and, except for obtaining the Company Shareholder Approval and the filing of the Certificate of Merger or the Certificate of Ownership and Merger, no other corporate proceedings on the part of the Company are necessary to authorize the consummation of the transactions contemplated hereby. The Board of Directors of the Company has approved the entry into this Agreement and the consummation of the transactions contemplated hereby by the Company and has taken all appropriate action such that Sections 33-841 and 33-844 of the CBCA will not be applicable to the Company, the Parent or the Purchaser by virtue of any of them entering into this Agreement or consummating the transactions contemplated hereby. The Board of Directors of Life Technologies has approved for purposes of Section 203 of the DGCL the Parent's and the Purchaser's becoming "interested stockholders" by reason of their entry into this Agreement and the consummation of the transactions contemplated hereby and has taken all appropriate action so that Section 203 of the DGCL, with respect to Life Technologies, will not be applicable to the Parent or the Purchaser by virtue of such actions. This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes the a valid and binding agreement of each of the ShareholderParent and the Purchaser, constitutes the a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, examinership, fraudulent transfer, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting or relating to the enforcement of creditors’ rights generally and (ii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any Proceeding therefor may be brought. (b) Other than any Except for the filings, permits, authorizations, consents that have already been obtained and approvals set forth in Section 3.3(b) of the Company Disclosure Schedule or will as may be obtained in connection with required under, and other applicable requirements of, the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "Securities Act"), the Exchange Act, the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (txx "XXX Xxx"), xxate securities or blue sky laws, the rules and regulations of the New York Stock Exchange (the "NYSE"), and the filing of the Certificate of Merger under the CBCA, none of the execution, delivery or performance of this Agreement by the Company, the consummation by the Company of the transactions contemplated hereby or compliance by the Business Combination Agreement, no authorization, consent or approval of, or filing with, Company with any Governmental Entity is necessary, under applicable Law, for the Company to perform its obligations under this Agreement or to consummate the transactions contemplated hereby, except for such authorizations, consents, approvals or filings that, if not obtained or made, would not reasonably be expected to materially prevent, delay or impede the ability of the Company to perform its obligations under this Agreement or to consummate the transactions contemplated hereby. (c) The execution and delivery by the Shareholder of this Agreement does not, and provisions hereof will not (i) conflict with or result in any violation breach of any provision of the Amazon Governing Documents certificate of incorporation, bylaws or (ii) conflict with or violate any Laws applicable to similar organizational documents of the Company or any of its material Subsidiaries, (ii) require any filing with, or permit, authorization, consent or approval of, any federal, regional, state or local court, arbitrator, tribunal, administrative agency or commission or other governmental or other regulatory authority or agency, whether U.S. or foreign (a "Governmental Entity"), (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, or result in the creation of a Lien on any property or asset owned by the Company or any Subsidiary pursuant to, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which the Company or any of its Subsidiaries is a party or by which any of them or any of their properties or assets may be bound, or (iv) violate any order, writ, injunction, decree, judgment, permit, license, ordinance, law, statute, rule or regulation applicable to the Company, any of its Subsidiaries or any of their properties or assets, other than in excluding from the case of foregoing clauses (i) and (ii), any (iii) and (iv) such violationfilings, breachpermits, conflictauthorizations, defaultconsents, terminationapprovals, modificationviolations, cancellationbreaches, acceleration, right, loss defaults or Lien that would not reasonably be expected toLiens which are not, individually or in the aggregate, materially prevent, delay or impede the ability of reasonably likely to have a Material Adverse Effect on the Company to perform its obligations under this Agreement or to consummate prevent or substantially delay the consummation of the transactions contemplated hereby.

CORPORATE AUTHORITY RELATIVE TO THIS AGREEMENT. NO VIOLATION. (a) The Company has all requisite corporate or similar power and authority to enter into this Agreement and and, subject to perform its obligations hereunderreceipt of the Company Shareholder Approval (as hereinafter defined), to consummate the transactions contemplated hereby. The execution, execution and delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors of the Company and, except for (i) the Company Shareholder Approval (as hereinafter defined), (ii) compliance with Article TENTH of the Company's articles of incorporation and (iii) the filing of the Articles of Merger with the Secretary of State of the State of Florida and the Certificate of Merger with the Secretary of State of the State of Delaware, no other corporate proceedings on the part of the Company are necessary to authorize the consummation of the transactions contemplated hereby. As of the date hereof, the Board of Directors of the Company has resolved to recommend that the Company's shareholders approve this Agreement and the transactions contemplated hereby (the "COMPANY RECOMMENDATION"). This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes the valid and binding agreement of the ShareholderParent, constitutes the valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, examinership, fraudulent transfer, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting or relating to the enforcement of creditors’ rights generally and (ii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any Proceeding therefor may be brought. (b) Other than any consents that have already been obtained or will be obtained in connection with or in compliance with (i) the consummation FBCA and the DGCL, (ii) the Securities Act of 1933 (the transactions contemplated by "SECURITIES ACT"), (iii) the Business Combination AgreementSecurities Exchange Act of 1934 (the "EXCHANGE ACT") and (iv) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX XXX") (collectively, the "COMPANY APPROVALS"), no authorization, consent or approval of, or filing with, any Governmental Entity United States or foreign governmental or regulatory agency, commission, court, body, entity or authority (each, a "GOVERNMENTAL ENTITY") is necessary, under applicable Law, for the consummation by the Company to perform its obligations under this Agreement or to consummate of the transactions contemplated herebyby this Agreement, except for such authorizations, consents, approvals or filings that, if not obtained or made, would not reasonably be expected to materially preventhave, delay individually or impede in the ability of the aggregate, a Company to perform its obligations under this Agreement or to consummate the transactions contemplated herebyMaterial Adverse Effect. (c) The execution and delivery by the Shareholder Company of this Agreement does not, and, except as described in Section 3.3(b), the consummation of the transactions contemplated hereby and compliance with the provisions hereof will not (i) result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any material obligation or to the loss of a material benefit under any loan, guarantee of indebtedness or credit agreement, note, bond, mortgage, indenture, lease, agreement, contract, instrument, permit, concession, franchise, right or license binding upon the Company or any of the Company's Subsidiaries or result in the creation of any liens, claims, mortgages, encumbrances, pledges, security interests, equities or charges of any kind (each, a "LIEN"), other than any such Lien (A) for Taxes or governmental assessments, charges or claims of payment not yet due, being contested in good faith or for which adequate accruals or reserves have been established, (B) which is a carriers', warehousemen's, mechanics', materialmen's, repairmen's or other similar lien arising in the ordinary course of business, (C) which is disclosed on the most recent consolidated balance sheet of the Company or notes thereto or securing liabilities reflected on such balance sheet or (D) which was incurred in the ordinary course of business since the date of the most recent consolidated balance sheet of the Company and is immaterial in amount (each of the foregoing, a "COMPANY PERMITTED LIEN"), upon any of the properties or assets of the Company or any of the Company's Subsidiaries, (ii) conflict with or result in any violation of any provision of the Amazon Governing Documents articles of incorporation or by-laws or other equivalent organizational document, in each case as amended, of the Company or any of the Company's Subsidiaries or (iiiii) conflict with or violate any Laws applicable to the Company or any of its material properties or assetsLaws, other than than, in the case of clauses (i) and (iiiii), any such violation, breach, conflict, default, termination, modification, cancellation, acceleration, right, loss or Lien that would not reasonably be expected tohave, individually or in the aggregate, materially prevent, delay or impede the ability of the a Company to perform its obligations under this Agreement or to consummate the transactions contemplated herebyMaterial Adverse Effect.

CORPORATE AUTHORITY RELATIVE TO THIS AGREEMENT. No -------------------------------------------------- Violation. ---------- (a) The Company has all requisite the corporate or similar power and authority to enter into this Agreement and to perform carry out its obligations hereunder. The execution, execution and delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the CompanyBoard of Directors of the Company and, except for obtaining the Company Stockholder Approval (as hereinafter defined) as contemplated by Section 5.3 hereof and the filing of the Certificate of Merger, no other corporate proceedings on the part of the Company are necessary to authorize the consummation of the transactions contemplated hereby. The Board of Directors of the Company has taken all appropriate action so that neither the Parent nor the Purchaser will be an "interested stockholder" within the meaning of Section 203 of the DGCL by virtue of the Parent, the Purchaser and the Company entering into this Agreement and consummating the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes the a valid and binding agreement of the ShareholderParent and the Purchaser, constitutes the a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, examinership, fraudulent transfer, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting or relating to the enforcement of creditors’ rights generally and (ii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any Proceeding therefor may be brought. (b) Other than any Except for the filings, permits, authorizations, consents that have already been obtained and approvals set forth in Section 3.3(b) of the Company Disclosure Schedule or will as may be obtained in connection with required under, and other applicable requirements of, the Securities Act of 1933, as amended (the "Securities Act"), the Exchange Act, the Hart-Scott- Rodino Antitrust Improvements Act of 1976, as amexxxx (xxx "HXX Xxx"), state securities or blue sky laws, and the DGCL (the "Company Required Approvals"), none of the execution, delivery or performance of this Agreement by the Company, the consummation by the Company of the transactions contemplated hereby or compliance by the Business Combination Agreement, no authorization, consent or approval of, or filing with, Company with any Governmental Entity is necessary, under applicable Law, for the Company to perform its obligations under this Agreement or to consummate the transactions contemplated hereby, except for such authorizations, consents, approvals or filings that, if not obtained or made, would not reasonably be expected to materially prevent, delay or impede the ability of the Company to perform its obligations under this Agreement or to consummate the transactions contemplated hereby. (c) The execution and delivery by the Shareholder of this Agreement does not, and provisions hereof will not (i) conflict with or result in any violation breach of any provision of the Amazon Governing Documents certificate of incorporation, by-laws or (ii) conflict with or violate any Laws applicable to similar organizational documents of the Company or any of its material Significant Subsidiaries, (ii) require any filing with, or permit, authorization, consent or approval of, any federal, regional, state or local court, arbitrator, tribunal, administrative agency or commission or other governmental or other regulatory authority or agency, whether U.S. or foreign (a "Governmental Entity"), (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which the Company or any of its Subsidiaries is a party or by which any of them or any of their properties or assets may be bound (the "Company Agreements"), or (iv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any of its Subsidiaries or any of their properties or assets, other than in excluding from the case of foregoing clauses (i) and (ii), any (iii) and (iv) such violationviolations, breach, conflict, default, termination, modification, cancellation, acceleration, right, loss breaches or Lien that defaults which would not reasonably be expected tonot, individually or in the aggregate, materially prevent, delay or impede the ability of have a Material Adverse Effect on the Company to perform its obligations under this Agreement or to consummate prevent or substantially delay the consummation of the transactions contemplated hereby. Section 3.3(b) of the Company Disclosure Schedule sets forth a list of all third party consents and approvals required to be obtained under the Company Agreements prior to the consummation of the transactions contemplated by this Agreement the failure of which to obtain would have, individually or in the aggregate, a Material Adverse Effect on the Company.

CORPORATE AUTHORITY RELATIVE TO THIS AGREEMENT. (a) No Violation. The Company has all requisite the corporate or similar power and authority to enter into this Agreement and to perform carry out its obligations hereunder. The execution, execution and delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by the CompanyBoard of Directors of the Company and by the holders of the outstanding shares of Company Common Stock. No other corporate proceedings on the part of the Company are necessary to authorize this Agreement and the transactions contemplated hereby. The Board of Directors of the Company has determined that the transactions contemplated by this Agreement are advisable and in the best interest of its stockholders and to recommend to such stockholders that they vote in favor thereof. This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes Agreement, has been duly and validly executed and delivered by the valid other parties hereto and binding agreement of the Shareholder, constitutes the valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, terms (except that (i) such enforcement insofar as may be subject to limited by applicable bankruptcy, insolvency, examinership, fraudulent transfer, reorganization, moratorium or other similar Lawslaws affecting creditors' rights generally, now or hereafter in effect, affecting or relating to by principles governing the enforcement of creditors’ rights generally and (ii) equitable remedies of specific performance and injunctive and other forms availability of equitable relief may be subject to equitable defenses and to remedies). Other than the discretion filing of the court before which any Proceeding therefor may be brought. (b) Other than any consents that have already been obtained or will be obtained in connection Certificate of Merger with the consummation Delaware Secretary of State and any necessary state filings to maintain the good standing or qualification of the transactions contemplated by Surviving Corporation (collectively, the Business Combination Agreement"Company Required Approvals"), no authorization, consent or approval of, or filing with, any Governmental Entity governmental body or authority is necessary, under applicable Law, necessary for the consummation by the Company to perform its obligations under this Agreement or to consummate of the transactions contemplated hereby, by this Agreement except for such authorizations, consents, approvals or filings thatfilings, if not obtained the failure to obtain or mademake which would not, would not reasonably be expected in the aggregate, have a Material Adverse Effect on the Company; provided that the Company makes no representation with respect to materially preventsuch of the foregoing as are required by reason of facts specifically pertaining to Parent as any of its Subsidiaries. (a) The execution, delay delivery and performance of this Agreement by the Company do not, and the consummation by the Company of the Merger and the other transactions contemplated hereby will not, constitute or impede result in (A) a breach or violation of, or a default under, the ability charter or by-laws of the Company to perform its obligations under this Agreement or to consummate the transactions contemplated hereby. (c) The execution and delivery by the Shareholder of this Agreement does not, and will not (i) conflict with or result in any violation comparable governing instruments of any provision of its Subsidiaries, (B) a breach or violation of, or a default under, the Amazon Governing Documents acceleration of any obligations or (ii) conflict with the creation of a lien, pledge, security interest or violate any Laws applicable to other encumbrance on the assets of the Company or any of its material properties Subsidiaries (with or assetswithout notice, lapse of time or both) pursuant to, any agreement, lease, contract, note, mortgage, indenture, arrangement or other than obligation ("Contracts") binding upon the Company or any of its Subsidiaries or governmental or non-governmental permit or license to which the Company or any of its Subsidiaries is subject or (C) any change in the rights or obligations of any party under any of the Contracts, except, in the case of clauses clause (iB) and or (ii)C) above, for any such violation, breach, conflictviolation, default, termination, modification, cancellation, acceleration, right, loss creation or Lien that would not reasonably be expected toNY/286183.2 change that, individually or in the aggregate, materially is not reasonably likely to have a Material Adverse Effect on the Company or prevent, materially delay or impede materially impair the ability of the Company to perform its obligations under this Agreement or to consummate the transactions contemplated herebyby this Agreement.

CORPORATE AUTHORITY RELATIVE TO THIS AGREEMENT. NO VIOLATION; APPROVALS. (a) The Company has all requisite full corporate or similar power and authority to enter into this Agreement and to perform carry out its obligations hereunderhereunder and to consummate the transactions contemplated hereby. The execution, execution and delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the CompanyBoard of Directors of the Company and, except for the approval and adoption of this Agreement by the Company Stockholders, no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes the a valid and binding agreement of the Shareholderother parties hereto, this Agreement constitutes the a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, examinership, fraudulent transfer, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting or relating to the enforcement of creditors’ rights generally and (ii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any Proceeding therefor may be brought. (b) The execution and delivery of this Agreement by the Company do not, and the performance of this Agreement by the Company will not, (i) (assuming stockholder approval of this Agreement is obtained) conflict with or violate any provision of the Company Certificate or the Company By-laws, (ii) conflict with or violate any provision of any equivalent organizational documents of any Subsidiary of the Company or any Company Joint Venture, (iii) assuming that all consents, approvals, authorizations and other actions described in Section 3.3(c) have been obtained and all filings and obligations described in Section 3.3(c) have been made, conflict with or violate any foreign or domestic law, statute, code, ordinance, rule, regulation, order, judgment, writ, stipulation, award, injunction or decree ("Law") applicable to the Company or any Subsidiary of the Company or any Company Joint Venture, or any of their respective properties or assets or (iv) except as set forth in Section 3.3(b) of the Company Disclosure Schedule, result in any breach of or any loss of any benefit or any triggering of "change of control" or additional rights under or constitute a default (or an event that with notice or lapse of time or both would become a default) under or require any novation or waiver of, or give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or other encumbrance on any property or asset of the Company or any Subsidiary of the Company pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit or other instrument or obligation, including agreements with respect to Company Joint Ventures, except, with respect to clauses (ii), (iii) and (iv), for any such conflicts or violations that would neither, individually or in the aggregate, (A) be reasonably expected to have a Material Adverse Effect on the Company nor (B) prevent or materially delay the performance of this Agreement by the Company. The Company has provided copies of all documents regarding material matters referred to in clause (iv) and will make all reasonable efforts to provide copies of all other documents referred to in clause (iv), regardless of materiality, prior to Closing. (c) Other than any consents that have already been obtained or will be obtained in connection with or in compliance with the consummation provisions of the transactions contemplated by DGCL, the Business Combination AgreementSecurities Act of 1933, as amended (the "Securities Act"), the Exchange Act, the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (xxx "XXX Xxx"), any non-United States competition, antitrust and investment Laws and the securities or blue sky Laws of the various states, the rules of the NYSE, and other than any necessary approvals of the government of the United States, the United Kingdom, China, India or any agencies, departments or instrumentalities thereof, which approvals are set forth on Section 3.3(c) of the Company Disclosure Schedule (collectively, the "Company Required Approvals"), no authorization, consent or approval of, or filing withwith or notification of, any foreign or domestic governmental, administrative, judicial or regulatory body or authority (a "Governmental Entity Entity") or of or with any third party is necessary, under applicable Law, necessary for the consummation by the Company to perform its obligations under this Agreement or to consummate of the transactions contemplated herebyby this Agreement, except for such authorizations, consents, approvals approvals, filings or filings thatnotifications, if not obtained the failure to obtain or made, would not reasonably be expected to materially prevent, delay or impede the ability of the Company to perform its obligations under this Agreement or to consummate the transactions contemplated hereby. (c) The execution and delivery by the Shareholder of this Agreement does not, and will not (i) conflict with or result in any violation of any provision of the Amazon Governing Documents or (ii) conflict with or violate any Laws applicable to the Company or any of its material properties or assets, other than in the case of clauses (i) and (ii), any such violation, breach, conflict, default, termination, modification, cancellation, acceleration, right, loss or Lien make that would not reasonably be expected tonot, individually or in the aggregate, materially prevent, delay or impede the ability of reasonably be expected to have a Material Adverse Effect on the Company to perform its obligations under this Agreement or to consummate substantially impair or delay the consummation of the transactions contemplated hereby.

CORPORATE AUTHORITY RELATIVE TO THIS AGREEMENT. No Violation; Sufficiency. (a) The Company has all requisite corporate or similar limited liability company power and limited liability company authority to enter into into, execute, deliver and perform its obligations under this Agreement and to perform its obligations hereunderconsummate the Transaction. The execution, delivery and performance by the Company of this Agreement and the Company Ancillary Agreements, have been duly and validly approved and authorized by the Company. This Agreement has been duly Company and validly constitutes, or when executed and delivered by the Company andwill constitute, assuming this Agreement constitutes the valid and binding agreement of the Shareholder, constitutes the valid and binding agreement agreements of the Company, enforceable against the Company in accordance with its their respective terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, examinership, fraudulent transfer, reorganization, moratorium or other and similar Laws, now or hereafter in effect, affecting or laws of general applicability relating to the enforcement of or affecting creditors’ rights generally and (ii) to the availability of the equitable remedies of specific performance or injunctive relief (the “Bankruptcy and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any Proceeding therefor may be broughtEquity Exception”). (b) Other than any consents that have already been obtained or will be obtained in connection with The execution, delivery and performance by the Company of this Agreement and the Company Ancillary Agreements and the consummation of the transactions contemplated Transaction by the Business Combination Agreement, no authorization, consent or approval of, or filing with, any Governmental Entity is necessary, under applicable Law, for the Company to perform its obligations under this Agreement or to consummate the transactions contemplated hereby, except for such authorizations, consents, approvals or filings that, if does not obtained or made, would not reasonably be expected to materially prevent, delay or impede the ability of the Company to perform its obligations under this Agreement or to consummate the transactions contemplated hereby. (c) The execution and delivery by the Shareholder of this Agreement does not, and will not require any consent, approval, authorization or permit of, action by, filing with or notification to any Governmental Authority other than (i) conflict compliance with or result in any violation of any provision the applicable requirements of the Amazon Governing Documents or the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (“HSR”), and (ii) conflict with or violate any Laws applicable to the Company or any other consents and/or notices set forth on Section 3.4(b) of its material properties or assetsthe Disclosure Schedule (collectively, other than in the case of clauses (i) and (ii), the “Company Specified Approvals”), and other than any such violationconsent, breachapproval, conflictauthorization, defaultpermit, terminationaction, modification, cancellation, acceleration, right, loss filing or Lien that notification the failure of which to make or obtain would not reasonably be expected to(A) have a material impact on the Company, individually the Company Business or in the aggregate, materially prevent, delay or impede the ability collection of assets of the Company to perform and its obligations under Subsidiaries (which collection of such assets taken as a whole), or (B) prevent or materially delay the consummation of the Transaction. (c) Assuming receipt of or compliance with the Company Specified Approvals, the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Transaction and the other transactions contemplated hereby do not and will not (i) contravene or conflict with the organizational or governing documents of the Company or any of its Subsidiaries, (ii) contravene or conflict with or constitute a violation in any material respect, of any provision of any Applicable Law binding upon or applicable to the Company or any of its Subsidiaries or any of their respective properties or assets, or (iii) result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any material obligation or to consummate the transactions contemplated herebyloss of a material benefit under, any loan, guarantee of indebtedness or credit agreement, note, bond, mortgage, indenture, lease or other material contracts binding upon the Company or any of its Subsidiaries or result in the creation of any Encumbrance (other than Permitted Encumbrances) upon any of the properties or assets of the Company or any of its Subsidiaries. (d) Except as set forth on Section 3.4(d) of the Disclosure Schedule, the assets of the Company and its Subsidiaries constitute all of the assets necessary and sufficient to conduct the Company Business after the Closing in the same manner conducted by the Seller as of the date hereof (assuming for the purposes of this representation, the continued availability of the services to be provided by Seller and its Subsidiaries pursuant to the Transition Services Agreement). The Company and its Subsidiaries have good and marketable title to, free and clear of all Encumbrances (other than Permitted Encumbrances), or a valid leasehold interest in, such assets (other than Intellectual Property which shall be governed by Section 3.11).

CORPORATE AUTHORITY RELATIVE TO THIS AGREEMENT. NO VIOLATION. (a) The Company Each of Parent and Merger Sub has all requisite corporate or similar limited liability company power and authority to enter into this Agreement and the Written Consent and Voting Agreement and to perform its obligations hereunderconsummate the transactions contemplated hereby, including the Merger. The execution, execution and delivery and performance by the Company of this Agreement and the Written Consent and Voting Agreement and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by the CompanyBoards of Directors of Parent and Merger Sub and, except for the filing of the Certificate of Merger with the Secretary of State of Delaware, no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize the consummation of the transactions contemplated hereby and thereby. This Agreement has and the Written Consent and Voting Agreement have been duly and validly executed and delivered by the Company Parent and Merger Sub and, assuming this Agreement constitutes and the Written Consent and Voting Agreement constitute valid and binding agreement agreements of the Shareholderother parties hereto or thereto, constitutes this Agreement and the Written Consent and Voting Agreement constitute valid and binding agreement agreements of the CompanyParent and Merger Sub, enforceable against the Company Parent and Merger Sub in accordance with its terms, their terms (except to the extent that (i) such enforcement enforceability may be subject to limited by applicable bankruptcy, insolvency, examinership, fraudulent transfer, reorganization, moratorium reorganization or other similar Laws, now or hereafter in effect, Laws affecting or relating to the enforcement of creditors’ ' rights generally and (ii) equitable remedies of specific performance and injunctive and other forms or by principles governing the availability of equitable relief may be subject to equitable defenses and to the discretion of the court before which any Proceeding therefor may be broughtremedies). (b) Other than any consents that have already been obtained or will be obtained in connection with or in compliance with (i) the consummation provisions of the transactions contemplated by DGCL, (ii) the Business Combination AgreementExchange Act, (iii) the HSR Act and (iv) any applicable non-U.S. competition, antitrust and investment laws (collectively, the "PARENT APPROVALS"), no authorization, consent or approval of, or filing with, any Governmental Entity is necessary, under applicable Law, necessary for the Company to perform its obligations under this Agreement or to consummate consummation by Parent of the transactions contemplated herebyby this Agreement and the Written Consent and Voting Agreement, except for such authorizations, consents, approvals or filings filings, that, if not obtained or made, would not reasonably be expected to materially prevent, significantly impair or delay or impede the ability consummation of the Company to perform its obligations under this Agreement or to consummate the transactions contemplated herebyhereby and thereby. (c) The Subject to the receipt of the Parent Approvals, the execution and delivery by the Shareholder Parent and Merger Sub of this Agreement does and the Written Consent and Voting Agreement do not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof will not (i) result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a material benefit under any loan, guarantee of indebtedness or credit agreement, note, bond, mortgage, indenture, lease, agreement, contract, instrument, permit, concession, franchise, right or license binding upon Parent or any of its Subsidiaries or result in the creation of any Lien upon any of the properties or assets of Parent or any of its Subsidiaries, (ii) conflict with or result in any violation of any provision of the Amazon Governing Documents certificate of incorporation or by-laws or other equivalent organizational document, in each case as amended, of Parent or any of its Subsidiaries, (iiiii) conflict with or violate any Laws applicable to the Company Parent, any of its Subsidiaries or any of its material their respective properties or assets, other than than, in the case of clauses (i) and (iiiii), any such violation, breach, conflict, default, termination, modification, cancellation, acceleration, right, loss or Lien that that, has not, and would not reasonably be expected to, individually significantly impair or in delay the aggregate, materially prevent, delay or impede the ability consummation of the Company to perform its obligations under this Agreement or to consummate the transactions contemplated herebyhereby and thereby.

CORPORATE AUTHORITY RELATIVE TO THIS AGREEMENT. (a) The Company NO VIOLATION. Each of Acquiror and Sub has all requisite the corporate or similar power and authority to enter into this Agreement and to perform carry out its obligations hereunder. The execution, execution and delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the CompanyBoard of Directors of Acquiror and the Board of Directors of Sub and no other corporate proceedings on the part of Acquiror or Sub are necessary to authorize this Agreement and the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company Acquiror and Sub and, assuming this Agreement constitutes a valid and binding Agreement of the other parties hereto, this Agreement constitutes a valid and binding agreement of the Shareholder, constitutes the valid Acquiror and binding agreement of the CompanySub, enforceable against the Company each of them in accordance with its terms, terms (except that (i) such enforcement insofar as enforceability may be subject to limited by applicable bankruptcy, insolvency, examinership, fraudulent transfer, reorganization, moratorium or other similar Lawslaws affecting creditors' rights generally, now or hereafter in effect, affecting or relating to by principles governing the enforcement of creditors’ rights generally and (ii) equitable remedies of specific performance and injunctive and other forms availability of equitable relief may be remedies). Neither Acquiror nor Sub is subject to equitable defenses and or obligated under any charter, by-law or contract provision or any license, franchise or permit, or subject to any order or decree, which would be breached or violated by its execution or performance of this Agreement, except for any breaches or violations which would not, individually or in the discretion of the court before which any Proceeding therefor may be brought. (b) aggregate, have a Material Adverse Effect on Acquiror. Other than any consents that have already been obtained or will be obtained in connection with or in compliance with the consummation provisions of Nevada Law, the Exchange Act, the HSR Act and the securities or blue sky laws of the transactions contemplated by various states (collectively, the Business Combination Agreement"Acquiror Required Approvals"), no authorization, consent or approval of, or filing with, any Governmental Entity governmental body or authority is necessary, under applicable Law, necessary for the Company to perform its obligations under this Agreement or to consummate consummation by Acquiror of the transactions contemplated hereby, except for such authorizations, consents, approvals or filings that, if not obtained or made, would not reasonably be expected to materially prevent, delay or impede the ability of the Company to perform its obligations under by this Agreement or to consummate the transactions contemplated herebyAgreement. (c) The execution and delivery by the Shareholder of this Agreement does not, and will not (i) conflict with or result in any violation of any provision of the Amazon Governing Documents or (ii) conflict with or violate any Laws applicable to the Company or any of its material properties or assets, other than in the case of clauses (i) and (ii), any such violation, breach, conflict, default, termination, modification, cancellation, acceleration, right, loss or Lien that would not reasonably be expected to, individually or in the aggregate, materially prevent, delay or impede the ability of the Company to perform its obligations under this Agreement or to consummate the transactions contemplated hereby.

CORPORATE AUTHORITY RELATIVE TO THIS AGREEMENT. No Violation. ------------------------------------------------------------ (a) The Company Each of Parent and Merger Sub has all requisite the corporate or similar power and authority to enter into this Agreement and to perform carry out its obligations hereunder. The execution, execution and delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by Parent and Merger Sub by all necessary corporate action, and no other corporate proceedings on the Companypart of Parent or Merger Sub are necessary to authorize the consummation of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company Parent and Merger Sub and, assuming this Agreement constitutes the a valid and binding agreement of the Shareholderother parties hereto, this Agreement constitutes the a valid and binding agreement of the CompanyParent and Merger Sub, enforceable against the Company Parent and Merger Sub in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, examinership, fraudulent transfer, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting or relating to the enforcement of creditors’ rights generally and (ii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any Proceeding therefor may be brought. (b) Other than Neither Parent nor Merger Sub is subject to or obligated under any consents that have already been obtained charter, by-law or will contract provision or any license, franchise or permit, or subject to any order or decree, which, by its terms, would be obtained in connection with the consummation breached or violated or would accelerate any payment or obligation, trigger any right of first refusal or other purchase right as a result of Parent or Merger Sub executing or carrying out the transactions contemplated by this Agreement, except for any breaches or violations which would not, individually or in the Business Combination Agreementaggregate, have a Material Adverse Effect on Parent. Other than in connection with or in compliance with (i) the provisions of the DGCL, (ii) the Securities - -- Act, (iii) the Exchange Act, (iv) the XXX Xxx, (x) Xxxxxxx 0000 xx XXXXX, (xx) --- -- - -- the Nebraska Insurers Demutualization Act, the Nebraska Insurance Holding Company System Act, the Pennsylvania Insurance Holding Company Act and any other applicable laws, rules, regulations, practices and orders of any state insurance regulatory authority, (vii) any applicable United States competition, antitrust --- and investments laws, (viii) the securities or blue sky laws of the various ---- states and (ix) the Nebraska Shareholder Protection Act (collectively, the -- "Parent Required Approvals"), no authorization, consent or approval of, or ------------------------- filing with, any Governmental Entity governmental body or authority is necessary, under applicable Law, necessary for the Company to perform its obligations under this Agreement or to consummate consummation by Parent of the transactions contemplated herebyby this Agreement, except for such authorizations, consents, approvals or filings thatfilings, if not obtained the failure to obtain or made, make which would not reasonably be expected to materially prevent, delay or impede the ability of the Company to perform its obligations under this Agreement or to consummate the transactions contemplated hereby. (c) The execution and delivery by the Shareholder of this Agreement does not, and will not (i) conflict with or result in any violation of any provision of the Amazon Governing Documents or (ii) conflict with or violate any Laws applicable to the Company or any of its material properties or assets, other than in the case of clauses (i) and (ii), any such violation, breach, conflict, default, termination, modification, cancellation, acceleration, right, loss or Lien that would not reasonably be expected to, individually or in the aggregate, materially prevent, have a Material Adverse Effect on Parent or substantially impair or delay or impede the ability consummation of the Company to perform its obligations under this Agreement or to consummate the transactions contemplated herebyhereby and thereby.

CORPORATE AUTHORITY RELATIVE TO THIS AGREEMENT. (a) The Company NO VIOLATION; NO CONFLICT. Each of Discount and Sub has all requisite the corporate or similar power and authority necessary to enter into this Agreement and to perform carry out its obligations hereunder. The execution, execution and delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the CompanyBoards of Directors of Discount and Sub and, no other corporate proceedings on the part of Discount or Sub are necessary to authorize this Agreement and the transactions contemplated hereby. The Boards of Directors of Discount and Sub have (i) determined that the transactions contemplated by this Agreement are advisable and in the best interest of Discount and its stockholders and (ii) approved the Merger in accordance with Section 251 of the DGCL and the issuance of the shares of Discount Common Stock in the Merger. This Agreement has been duly and validly executed and delivered by the Company Discount and Sub and, assuming this Agreement constitutes a valid and binding Agreement of the other parties hereto, this Agreement constitutes a valid and binding agreement of the Shareholder, constitutes the valid Discount and binding agreement of the CompanySub, enforceable against the Company each of them in accordance with its terms, terms (except that (i) such enforcement insofar as enforceability may be subject to limited by applicable bankruptcy, insolvency, examinership, fraudulent transfer, reorganization, moratorium or other similar Lawslaws affecting creditors' rights generally, now or hereafter in effect, affecting or relating to by principles governing the enforcement of creditors’ rights generally and (ii) equitable remedies of specific performance and injunctive and other forms availability of equitable relief may be subject to equitable defenses and to the discretion of the court before which any Proceeding therefor may be brought. (b) remedies). Other than any consents that have already been obtained or will be obtained in connection with or in compliance with the consummation provisions of the transactions contemplated by DGCL, the Florida Business Combination AgreementCorporation Act, the Securities Act, the Exchange Act, the HSR Act, the securities or blue sky laws of the various states (collectively, the "Discount Required Approvals"), no authorization, consent or approval of, or filing by Discount or Sub with, any Governmental Entity governmental body or authority or other person is necessary, under applicable Law, necessary for the Company to perform its obligations under execution and delivery of this Agreement or to consummate for the consummation by Discount or Sub of the transactions contemplated hereby, by this Agreement except for consents from the parties listed in Section 4.3 of Discount's Disclosure Letter that Discount reasonably expects to obtain and except where the failure to obtain such authorizations, consents, consents or approvals or filings that, if not obtained or made, would make such filing is not reasonably be expected likely to materially preventhave a Material Adverse Effect on Discount. Except as disclosed in Discount's Disclosure Letter, delay or impede neither the ability execution and delivery of the Company to perform its obligations under this Agreement or to consummate by Discount and Sub nor the consummation by Discount and Sub of the transactions contemplated hereby. (c) The execution and delivery by the Shareholder of this Agreement does not, and will not (ia) conflict with or result in a breach or violation of the organizational documents of Discount or Sub or of any of Discount's Subsidiaries, (b) result in a breach or violation of any provision of, or constitute a default (or an event which, with the giving of notice, the passage of time or otherwise, would constitute a default), under, or entitle any party (with the giving of notice, the passage of time or otherwise) to terminate, accelerate or modify, or result in the creation of any lien, security interest, charge or encumbrance upon any of the Amazon Governing Documents properties or (ii) conflict with assets of Discount or violate Sub or any Laws applicable of Discount's Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, contract, agreement, lease or other instrument or obligation to the Company which Discount or Sub or any of its material Discount's Subsidiaries is a party, (c) subject to the matters set forth in the preceding sentence violate any order, writ, injunction, decree, statute, rule or regulation applicable to Discount or Sub or any of Discount's Subsidiaries or any of their respective properties or assets, other than (d) give any governmental body the right to challenge the transaction contemplated by this Agreement or exercise any remedy or seek any relief under any laws to which Discount or any of its Subsidiaries, or their respective assets, are subject, or (e) give any governmental body the right to revoke, withdraw, suspend, cancel, terminate or modify any governmental authorization held by Discount or any of its Subsidiaries, except in the case of clauses matters covered by (i) and (iia), any such violation(b), breach(c), conflict, default, termination, modification, cancellation, acceleration, right, loss (d) or Lien (e) that would not reasonably be expected toare not, individually or in the aggregate, materially prevent, delay or impede the ability of the Company reasonably likely to perform its obligations under this Agreement or to consummate the transactions contemplated herebyhave a Material Adverse Effect on Discount.

CORPORATE AUTHORITY RELATIVE TO THIS AGREEMENT. NO VIOLATION; APPROVALS. (a) The Company has all requisite full corporate or similar power and authority to enter into this Agreement and to perform carry out its obligations hereunderhereunder and to consummate the transactions contemplated hereby. The execution, execution and delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the CompanyBoard of Directors of the Company and, except for the approval and adoption of this Agreement by the Company Stockholders, no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes the a valid and binding agreement of the Shareholderother parties hereto, this Agreement constitutes the a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, examinership, fraudulent transfer, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting or relating to the enforcement of creditors’ rights generally and (ii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any Proceeding therefor may be brought. (b) The execution and delivery of this Agreement by the Company do not, and the performance of this Agreement by the Company will not, (i) (assuming stockholder approval of this Agreement is obtained) conflict with or violate any provision of the Company Certificate or the Company By-laws, (ii) conflict with or violate any provision of any equivalent organizational documents of any Subsidiary of the Company or any Company Joint Venture, (iii) assuming that all consents, approvals, authorizations and other actions described in Section 3.3(c) have been obtained and all filings and obligations described in Section 3.3(c) have been made, conflict with or violate any foreign or domestic law, statute, code, ordinance, rule, regulation, order, judgment, writ, stipulation, award, injunction or decree ("Law") applicable to the Company or any Subsidiary of the Company or any Company Joint Venture, or any of their respective properties or assets or (iv) except as set forth in Section 3.3(b) of the Company Disclosure Schedule, result in any breach of or any loss of any benefit or any triggering of "change of control" or additional rights under or constitute a default (or an event that with notice or lapse of time or both would become a default) under or require any novation or waiver of, or give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or other encumbrance on any property or asset of the Company or any Subsidiary of the Company pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit or other instrument or obligation, including agreements with respect to Company Joint Ventures, except, with respect to clauses (ii), (iii) and (iv), for any such conflicts or violations that would neither, individually or in the aggregate, (A) be reasonably expected to have a Material Adverse Effect on the Company nor (B) prevent or materially delay the performance of this Agreement by the Company. The Company has provided copies of all documents regarding material matters referred to in clause (iv) and will make all reasonable efforts to provide copies of all other documents referred to in clause (iv), regardless of materiality, prior to Closing. (c) Other than any consents that have already been obtained or will be obtained in connection with or in compliance with the consummation provisions of the transactions contemplated by DGCL, the Business Combination AgreementSecurities Act of 1933, as amended (the "Securities Act"), the Exchange Act, the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), any non-United States competition, antitrust and investment Laws and the securities or blue sky Laws of the various states, the rules of the NYSE, and other than any necessary approvals of the government of the United States, the United Kingdom, China, India or any agencies, departments or instrumentalities thereof, which approvals are set forth on Section 3.3(c) of the Company Disclosure Schedule (collectively, the "Company Required Approvals"), no authorization, consent or approval of, or filing withwith or notification of, any foreign or domestic governmental, administrative, judicial or regulatory body or authority (a "Governmental Entity Entity") or of or with any third party is necessary, under applicable Law, necessary for the consummation by the Company to perform its obligations under this Agreement or to consummate of the transactions contemplated herebyby this Agreement, except for such authorizations, consents, approvals approvals, filings or filings thatnotifications, if not obtained the failure to obtain or made, would not reasonably be expected to materially prevent, delay or impede the ability of the Company to perform its obligations under this Agreement or to consummate the transactions contemplated hereby. (c) The execution and delivery by the Shareholder of this Agreement does not, and will not (i) conflict with or result in any violation of any provision of the Amazon Governing Documents or (ii) conflict with or violate any Laws applicable to the Company or any of its material properties or assets, other than in the case of clauses (i) and (ii), any such violation, breach, conflict, default, termination, modification, cancellation, acceleration, right, loss or Lien make that would not reasonably be expected tonot, individually or in the aggregate, materially prevent, delay or impede the ability of reasonably be expected to have a Material Adverse Effect on the Company to perform its obligations under this Agreement or to consummate substantially impair or delay the consummation of the transactions contemplated hereby.. 3.4

CORPORATE AUTHORITY RELATIVE TO THIS AGREEMENT. NO VIOLATION. (a) The Company GlobalOptions has all requisite the corporate or similar power and authority to enter into this Agreement and to perform carry out its obligations hereunder. The execution, execution and delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the CompanyBoard of Directors of GlobalOptions and the requisite approval of the stockholders of GlobalOptions (the "GLOBALOPTIONS STOCKHOLDER APPROVAL") and, except for the filing of the Certificate of Merger, no other corporate proceedings on the part of GlobalOptions are necessary to authorize the consummation of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company GlobalOptions and, assuming this Agreement constitutes the a valid and binding agreement of the ShareholderPubco and Merger Sub, constitutes the a valid and binding agreement of the CompanyGlobalOptions, enforceable against the Company GlobalOptions in accordance with its terms, except that as enforceability thereof may be limited by (i) such enforcement may be subject to applicable bankruptcy, insolvency, examinership, fraudulent transfer, reorganization, moratorium or bankruptcy laws and other similar Laws, now or hereafter in effect, laws affecting or relating to the enforcement of creditors’ ' rights generally and or (ii) equitable remedies general principles of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any Proceeding therefor may be broughtequity. (b) Other than any consents that have already been obtained Except as may be required under, and other applicable requirements of, the Securities Act of 1933, as amended (the "SECURITIES ACT"), the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), and the rules and regulations promulgated thereunder, state securities or will be obtained in connection with blue sky laws, and the filing of the Certificate of Merger under Delaware Law, none of the execution, delivery or performance of this Agreement by GlobalOptions, the consummation by GlobalOptions of the transactions contemplated hereby or compliance by the Business Combination Agreement, no authorization, consent or approval of, or filing with, GlobalOptions with any Governmental Entity is necessary, under applicable Law, for the Company to perform its obligations under this Agreement or to consummate the transactions contemplated hereby, except for such authorizations, consents, approvals or filings that, if not obtained or made, would not reasonably be expected to materially prevent, delay or impede the ability of the Company to perform its obligations under this Agreement or to consummate the transactions contemplated hereby. (c) The execution and delivery by the Shareholder of this Agreement does not, and provisions hereof will not (i) conflict with or result in any violation breach of any provision of the Amazon Governing Documents certificate of incorporation, bylaws or similar organizational documents of GlobalOptions, (ii) conflict require any filing with, or permit, authorization, consent or approval of, any federal, regional, state or local court, arbitrator, tribunal, administrative agency or commission or other governmental or other regulatory authority or agency, whether U.S. or foreign (a "GOVERNMENTAL ENTITY"), (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which GlobalOptions is a party or by which any of them or any of their properties or assets may be bound, or (iv) violate any Laws order, writ, injunction, decree, judgment, permit, license, ordinance, law, statute, rule or regulation ("LAW") applicable to the Company GlobalOptions or any of its material properties or assets, other than in excluding from the case of foregoing clauses (i) and (ii), any (iii) and (iv) such violationfilings, breachpermits, conflictauthorizations, defaultconsents, terminationapprovals, modificationviolations, cancellation, acceleration, right, loss breaches or Lien that would not reasonably be expected todefaults which are not, individually or in the aggregate, materially prevent, delay or impede the ability of the Company reasonably likely to perform its obligations under this Agreement or to consummate the transactions contemplated herebyhave a Material Adverse Effect on GlobalOptions.

CORPORATE AUTHORITY RELATIVE TO THIS AGREEMENT. NO VIOLATION; APPROVALS. (a) The Company Each of Parent and Merger Sub has all requisite full corporate or similar power and authority to enter into this Agreement and to perform carry out its obligations hereunderhereunder and to consummate the transactions contemplated hereby. The execution, execution and delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the CompanyBoards of Directors of Parent and Merger Sub and by Parent as the sole stockholder of Merger Sub, and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company Parent and Merger Sub and, assuming this Agreement constitutes the valid and binding agreement of the Shareholder, constitutes the a valid and binding agreement of the Company, this Agreement constitutes a valid and binding agreement of Parent and Merger Sub enforceable against the Company each of them in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, examinership, fraudulent transfer, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting or relating to the enforcement of creditors’ rights generally and (ii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any Proceeding therefor may be brought. (b) The execution and delivery of this Agreement by Parent and by Merger Sub do not, and the performance of this Agreement by Parent and by Merger Sub will not, (i) conflict with or violate any provision of the Parent Certificate or the Parent By-laws; (ii) conflict with or violate any provision of any equivalent organizational documents of Merger Sub; (iii) assuming that all consents, approvals, authorizations and other actions described in Section 4.3(c) have been obtained and all filings and obligations described in Section 4.3(c) have been made, conflict with or violate any Law applicable to Parent or Merger Sub or any of their respective properties or assets; or (iv) except as set forth in Section 4.3(b) of the Parent Disclosure Schedule, result in any breach of or any loss of any benefit or any triggering of additional rights under or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or other encumbrance on any property or asset of Parent or any Subsidiary of Parent pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit or other instrument or obligation, except, with respect to clauses (ii), (iii) and (iv), for any such conflicts or violations which neither, individually or in the aggregate, (A) would reasonably be expected to have a Material Adverse Effect on Parent nor (B) prevent or materially delay the performance of this Agreement by Parent. (c) Other than any consents that have already been obtained or will be obtained in connection with or in compliance with the consummation provisions of the transactions contemplated by DGCL, the Business Combination AgreementSecurities Act, the Exchange Act, the HSR Act, Section 4043 of ERISA, any non-United States competition, antitrust and investments Laws and the securities or blue sky Laws of the various states, the rules of the NYSE, and other than as set forth in items 1. and 2. of Section 3.3(c) of the Company Disclosure Schedule and any necessary approvals of the United States government or any agencies, departments or instrumentalities thereof (collectively, the "Parent Required Approvals"), no authorization, consent or approval of, or filing withwith or notification of, any Governmental Entity or of or with any third party is necessary, under applicable Law, necessary for the Company to perform its obligations under this Agreement or to consummate consummation by Parent and Merger Sub of the transactions contemplated herebyby this Agreement, except for such authorizations, consents, approvals approvals, filings, or filings thatnotifications, if not obtained the failure to obtain or made, would not reasonably be expected to materially prevent, delay or impede the ability of the Company to perform its obligations under this Agreement or to consummate the transactions contemplated hereby. (c) The execution and delivery by the Shareholder of this Agreement does not, and will not (i) conflict with or result in any violation of any provision of the Amazon Governing Documents or (ii) conflict with or violate any Laws applicable to the Company or any of its material properties or assets, other than in the case of clauses (i) and (ii), any such violation, breach, conflict, default, termination, modification, cancellation, acceleration, right, loss or Lien make that would not reasonably be expected tonot, individually or in the aggregate, materially prevent, reasonably be expected to have a Material Adverse Effect on Parent or substantially impair or delay or impede the ability consummation of the Company to perform its obligations under this Agreement or to consummate the transactions contemplated hereby.

CORPORATE AUTHORITY RELATIVE TO THIS AGREEMENT. (a) The Company Each of Parent and Merger Sub has all requisite corporate or similar power and authority to enter into this Agreement and to perform its obligations hereunderconsummate the transactions contemplated hereby. The execution, execution and delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the CompanyBoard of Directors of Parent and Merger Sub and the sole shareholder of Merger Sub, and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize the consummation of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company Parent and Merger Sub and, assuming this Agreement constitutes the valid and binding agreement of the ShareholderCompany, this Agreement constitutes the valid and binding agreement of the CompanyParent and Merger Sub, enforceable against the Company each of Parent and Merger Sub in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, examinership, fraudulent transfer, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting or relating to the enforcement of creditors’ rights generally Bankruptcy and (ii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any Proceeding therefor may be broughtEquity Exception. (b) Other than any consents that have already been obtained or will be obtained in connection with or in compliance with the consummation provisions of the transactions contemplated by the Business Combination AgreementDGCL, no authorization, consent or approval of, or filing with, any Governmental Entity is necessary, under applicable Law, for the Company to perform its obligations under this Agreement consummation by Parent or to consummate Merger Sub of the transactions contemplated herebyby this Agreement. Without limiting the generality of the foregoing, except for such Parent and Merger Sub have received all necessary authorizations, consents, consents and approvals necessary for the consummation by Parent or filings that, if not obtained or made, would not reasonably be expected to materially prevent, delay or impede the ability Merger Sub of the Company to perform its obligations under this Agreement or to consummate the transactions contemplated herebyby this Agreement. No vote of holders of capital stock of Parent is necessary to approve this Agreement and the Merger. (c) The execution and delivery by the Shareholder Parent and Merger Sub of this Agreement does not, and the consummation of the transactions contemplated hereby and compliance with the provisions hereof by Parent and Merger Sub will not not, (i) result in any material violation of, or material default (with or without notice or lapse of time, or both) under, require consent under, or give rise to a right of termination, cancellation or acceleration of any material obligation, payment for any material consent or similar fee, or to the loss of any material benefit under any material loan, guarantee of indebtedness or credit agreement, note, bond, mortgage, indenture, lease, agreement, contract, instrument, permit, concession, franchise, right or license binding upon Parent or Merger Sub or result in the creation of any material Lien upon any of the properties or assets of Parent or Merger Sub, (ii) conflict with or result in any violation of any provision of the Amazon Governing Documents of Parent or Merger Sub or (iiiii) assuming that the consents and approvals referred to in Section 5.4(b) are duly obtained, conflict with or violate in any Laws material respect any applicable to the Company or any of its material properties or assets, other than in the case of clauses (i) and (ii), any such violation, breach, conflict, default, termination, modification, cancellation, acceleration, right, loss or Lien that would not reasonably be expected to, individually or in the aggregate, materially prevent, delay or impede the ability of the Company to perform its obligations under this Agreement or to consummate the transactions contemplated herebyLaws.

CORPORATE AUTHORITY RELATIVE TO THIS AGREEMENT. NO VIOLATION. (a) The Company Buyer has all requisite corporate or similar limited liability company power and authority to enter into this Agreement and to perform its obligations hereunderconsummate the transactions contemplated hereby. The execution, execution and delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Companymanaging member of the Buyer and no other corporate proceedings on the part of the Buyer are necessary to authorize the consummation of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company Buyer and, assuming this Agreement constitutes the valid and binding agreement of the ShareholderCompany, this Agreement constitutes the valid and binding agreement of the CompanyBuyer, enforceable against the Company Buyer in accordance with its terms, except that (i) such enforcement may be subject to applicable the effects of bankruptcy, insolvency, examinership, fraudulent transferconveyance, reorganization, moratorium or and other similar Laws, now or hereafter in effect, affecting or laws relating to the enforcement or affecting creditors' rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and any implied covenant of creditors’ rights generally good faith and (ii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any Proceeding therefor may be broughtfair dealing. (b) Other than any consents that have already been obtained or will be obtained in connection with or in compliance with the consummation Regulatory Approvals set forth on SECTION 5.2(b) of the transactions contemplated by the Business Combination AgreementBuyer Disclosure Letter, no authorization, consent or approval of, or filing with, any Governmental Entity is necessary, under applicable Law, necessary for the Company to perform its obligations under this Agreement or to consummate consummation by the Buyer of the transactions contemplated hereby, except for such authorizations, consents, approvals or filings that, if not obtained or made, would not reasonably be expected to materially prevent, delay or impede the ability of the Company to perform its obligations under by this Agreement or to consummate the transactions contemplated herebyAgreement. (c) The execution and delivery by the Shareholder Buyer of this Agreement does not, and the consummation of the transactions contemplated hereby and compliance with the provisions hereof will not (i) result in any violation of, or default (with or without notice or lapse of time, or both) under, require consent under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of any benefit under any loan, guarantee of indebtedness or credit agreement, note, bond, mortgage, indenture, lease, agreement, contract, instrument, permit, concession, franchise, right or license binding upon the Buyer or any of its Subsidiaries or result in the creation of any Lien upon any of the properties or assets of the Buyer or any of its Subsidiaries, (ii) conflict with or result in any violation of any provision of the Amazon Governing Documents certificate of incorporation or by-laws or other equivalent organizational document, in each case as amended, of the Buyer or any of its Subsidiaries or (iiiii) conflict with or violate any Laws applicable to the Company or any of its material properties or assets, other than in the case of clauses (i) and (ii), any such violation, breach, conflict, default, termination, modification, cancellation, acceleration, right, loss or Lien that would not reasonably be expected to, individually or in the aggregate, materially prevent, delay or impede the ability of the Company to perform its obligations under this Agreement or to consummate the transactions contemplated herebyLaws.

CORPORATE AUTHORITY RELATIVE TO THIS AGREEMENT. NO VIOLATION. (a) The Company Each of Parent and Merger Sub has all requisite corporate or similar limited liability company requisite power and authority to enter into this Agreement and to perform its obligations hereunderconsummate the transactions contemplated hereby. The execution, execution and delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the CompanyBoard of Managers of Parent and the Board of Directors of Merger Sub and no other corporate or limited liability company proceedings on the part of Parent or Merger Sub are necessary to authorize the consummation of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company Parent and Merger Sub and, assuming this Agreement constitutes the valid and binding agreement of the ShareholderCompany, this Agreement constitutes the valid and binding agreement of the CompanyParent and Merger Sub, enforceable against the Company each of Parent and Merger Sub in accordance with its terms, except that (i) such enforcement may be subject to applicable the effects of bankruptcy, insolvency, examinership, fraudulent transferconveyance, reorganization, moratorium or and other similar Laws, now or hereafter in effect, affecting or Laws relating to the enforcement or affecting creditors' rights generally, general equitable principles (whether considered in a proceeding in equity or at Law) and any implied covenant of creditors’ rights generally good faith and (ii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any Proceeding therefor may be broughtfair dealing. (b) Other than any consents that have already been obtained or will be obtained in connection with or in compliance with (i) the consummation provisions of the transactions contemplated by CBCA, (ii) the Business Combination AgreementExchange Act, (iii) the HSR Act, (iv) the ECMR and any other antitrust, competition or similar laws of any foreign jurisdiction and (v) the approvals set forth on Section 4.2(b) of the Parent Disclosure Letter (collectively, the "PARENT APPROVALS"), no authorization, consent or approval of, or filing with, any Governmental Entity is necessary, under applicable Law, necessary for the Company to perform its obligations under this Agreement consummation by Parent or to consummate Merger Sub of the transactions contemplated herebyby this Agreement, except for such authorizations, consents, approvals or filings filings, that, if not obtained or made, would not reasonably be expected to materially preventhave, delay individually or impede in the ability of the Company to perform its obligations under this Agreement or to consummate the transactions contemplated herebyaggregate, a Parent Material Adverse Effect. (c) The execution and delivery by the Shareholder Parent and Merger Sub of this Agreement does not, and the consummation of the transactions contemplated hereby and compliance with the provisions hereof will not (i) result in any violation of, or default (with or without notice or lapse of time, or both) under, require consent under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of any benefit under any loan, guarantee of indebtedness or credit agreement, note, bond, mortgage, indenture, lease, agreement, contract, instrument, permit, concession, franchise, right or license binding upon Parent or any of its Subsidiaries or result in the creation of any Lien upon any of the properties or assets of Parent or any of its Subsidiaries, (ii) conflict with or result in any violation of any provision of the Amazon Governing Documents certificate of incorporation or by-laws or other equivalent organizational document, in each case as amended, of Parent or any of its Subsidiaries or (iiiii) conflict with or violate any Laws applicable to the Company or any of its material properties or assetsLaws, other than than, in the case of clauses (i) and (iiiii), any such violation, breach, conflict, default, termination, modification, cancellation, acceleration, right, loss or Lien that would not reasonably be expected tohave, individually or in the aggregate, materially prevent, delay or impede the ability of the Company to perform its obligations under this Agreement or to consummate the transactions contemplated herebya Parent Material Adverse Effect.

CORPORATE AUTHORITY RELATIVE TO THIS AGREEMENT. (a) The Company Each of Parent and Merger Sub has all requisite corporate or similar power and authority to enter into and deliver this Agreement Agreement, to perform their respective obligations hereunder and to perform its obligations hereunderconsummate the transactions contemplated hereby. The executionexecution and delivery of this Agreement, delivery and the performance by Parent and Merger Sub of their respective obligations hereunder and the Company consummation of this Agreement the transactions contemplated hereby have been duly and validly authorized by the CompanyBoard of Directors of Parent and Merger Sub and the sole shareholder of Merger Sub, and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize the consummation of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company Parent and Merger Sub and, assuming this Agreement constitutes the valid and binding agreement of the ShareholderCompany, this Agreement constitutes the valid and binding agreement of the CompanyParent and Merger Sub, enforceable against the Company each of Parent and Merger Sub in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, examinership, fraudulent transfer, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting or relating to the enforcement of creditors’ rights generally Bankruptcy and (ii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any Proceeding therefor may be broughtEquity Exception. (b) Other than any consents that have already been obtained or will be obtained in connection with or in compliance with (i) the consummation provisions of the transactions contemplated by TBOC and (ii) the Business Combination AgreementExchange Act, no material authorization, consent or approval of, or filing with, any Governmental Entity is necessary, under applicable Law, for the Company to perform its obligations under this Agreement consummation by Parent or to consummate Merger Sub of the transactions contemplated hereby, except for such authorizations, consents, approvals or filings that, if not obtained or made, would not reasonably be expected to materially prevent, delay or impede the ability of the Company to perform its obligations under by this Agreement or to consummate the transactions contemplated herebyAgreement. (c) The execution and delivery by the Shareholder Parent and Merger Sub of this Agreement does not, the performance by Parent and Merger Sub of their respective obligations hereunder, and the consummation of the transactions contemplated hereby and compliance with the provisions hereof by Parent and Merger Sub will not not, (i) result in any violation of, or default (with or without notice or lapse of time, or both) under, require consent under, or give rise to a right of termination, cancellation or acceleration of any obligation, payment for any consent or similar fee, or to the loss of any benefit under any loan, guarantee of Indebtedness or credit agreement, note, bond, mortgage, indenture, lease, agreement, Contract, instrument, permit, concession, franchise, right or license binding upon Parent or Merger Sub or result in the creation of any Lien upon any of the properties or assets of Parent or Merger Sub, (ii) conflict with or result in any violation of any provision of the Amazon Governing Documents articles of incorporation or bylaws or other equivalent organizational document, in each case as amended, of Parent or Merger Sub or (iiiii) assuming that the consents and approvals referred to in Section 4.2(b) are duly obtained, conflict with or violate any Laws applicable to the Company or any of its material properties or assetsLaws, other than in the case of clauses (i) and (ii), any such violation, breach, conflict, default, termination, modification, cancellation, acceleration, right, loss or Lien that ) as would not reasonably be expected to, individually to prevent or in the aggregate, materially prevent, delay or impede materially impair the ability of the Company Parent or Merger Sub to perform its obligations under this Agreement hereunder or to consummate the transactions contemplated herebyMerger (a “Parent Material Adverse Effect”).

CORPORATE AUTHORITY RELATIVE TO THIS AGREEMENT. (a) NO VIOLATION. The Company has all requisite the corporate or similar power and authority to enter into this Agreement, the Warrant, and the Registration Rights Agreement; collectively, the Agreement, the Warrant and the Registration Rights Agreement are referred to as the "Transaction Documents") and to perform carry out its obligations hereunderhereunder and thereunder. The executionexecution and delivery of the Transaction Documents, delivery and performance by the Company consummation of this Agreement the transactions contemplated thereby have been duly and validly authorized by the CompanyBoard of Directors of the Company and no other corporate proceedings on the part of the Company are necessary to authorize the Transaction Documents and the transactions contemplated thereby. This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes has been duly and validly executed and delivered by the valid and binding agreement of the Shareholderother parties hereto, constitutes the valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, terms (except that (i) such enforcement insofar as enforceability may be subject to limited by applicable bankruptcy, insolvency, examinershipreorganization, fraudulent transfermoratorium or similar laws affecting creditors' rights generally, or by principles governing the availability of equitable remedies). Upon the receipt by the Company of the Purchase Price, and the execution and delivery of the Warrant and the Registration Rights Agreement, each of the Warrant and the Registration Rights Agreement will constitute valid and binding agreements of the Company, enforceable against the Company in accordance with its terms (except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Lawslaws affecting creditors' rights generally, now or hereafter in effect, affecting or relating to by principles governing the enforcement of creditors’ rights generally and (ii) equitable remedies of specific performance and injunctive and other forms availability of equitable relief may be subject to equitable defenses and to the discretion of the court before which any Proceeding therefor may be brought. (b) remedies. Other than any consents that have already been obtained or will be obtained in connection with or in compliance with the consummation provisions of the transactions contemplated by Securities Act of 1933, as amended (the Business Combination Agreement"Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and the securities or blue sky laws of the various states (collectively, the "Company Approvals"), to the extent such laws require, no authorization, consent or approval of, or filing with, any Governmental Entity governmental body or authority is necessary, under applicable Law, necessary for the consummation by the Company to perform its obligations under this Agreement or to consummate of the transactions contemplated hereby, except for by this Agreement; provided that the Company makes no representation with respect to such authorizations, consents, approvals or filings that, if not obtained or made, would not reasonably be expected to materially prevent, delay or impede the ability of the Company to perform its obligations under this Agreement or to consummate the transactions contemplated hereby. (c) The execution and delivery foregoing as are required by the Shareholder of this Agreement does not, and will not (i) conflict with or result in any violation of any provision reason of the Amazon Governing Documents or (ii) conflict with or violate any Laws applicable to the Company regulatory status of Buyer or any of its material properties Subsidiaries or assets, other than in facts specifically pertaining to any of them. Except for the case of clauses Company Approvals (i) and (iito the extent required), any such violation, breach, conflict, default, termination, modification, cancellation, acceleration, right, loss or Lien that would not reasonably be expected to, individually or in the aggregate, materially prevent, delay or impede the ability of the Company is not subject to perform or obligated under any charter, bylaw or contract provision or any governmental licenses, franchise or permit, or subject to any order or decree, which would be breached or violated by its obligations under this Agreement executing or to consummate carrying out the transactions contemplated herebyTransaction Documents.

CORPORATE AUTHORITY RELATIVE TO THIS AGREEMENT. NO VIOLATION. (a) The Company Each of Parent and Merger Sub has all requisite corporate or similar power and authority to enter into this Agreement and to perform its obligations hereunderconsummate the transactions contemplated hereby, including the Merger and the Financing. The execution, execution and delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby, including the Financing, have been duly and validly authorized by the CompanyBoards of Directors of Parent and Merger Sub (and, with respect to Merger Sub, by its sole shareholder, such consent attached hereto as Exhibit B) and, except for the filing of the Articles of Merger with the Registrar, no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement or the consummation of the transactions contemplated hereby, including the Financing. This Agreement has been duly and validly executed and delivered by the Company Parent and Merger Sub and, assuming this Agreement constitutes the valid and binding agreement agreements of the ShareholderCompany, this Agreement constitutes the valid and binding agreement agreements of the CompanyParent and Merger Sub, enforceable against the Company Parent and Merger Sub in accordance with its their terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, examinership, fraudulent transfer, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting or relating to the enforcement of creditors’ rights generally and (ii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any Proceeding therefor may be brought. (b) Other than any consents that have already been obtained or will be obtained in connection with or in compliance with (i) the consummation provisions of the transactions contemplated by BC Act, (ii) the Business Combination AgreementExchange Act, (iii) the HSR Act, (iv) the ECMR and (v) the approvals set forth on Section 4.2 of the Parent Disclosure Schedule (collectively, the "PARENT APPROVALS"), no authorization, consent consent, clearance or approval of, or filing or notification with, any Governmental Entity is necessary, under applicable Law, necessary for the Company to perform its obligations under this Agreement consummation by Parent or to consummate Merger Sub of the transactions contemplated herebyby this Agreement, including the Financing, except for such authorizations, consents, approvals or filings filings, that, if not obtained or made, would not reasonably be expected to materially preventhave, delay individually or impede in the ability of the Company to perform its obligations under this Agreement or to consummate the transactions contemplated herebyaggregate, a Parent Material Adverse Effect. (c) The execution and delivery by the Shareholder Parent and Merger Sub of this Agreement does not, and the consummation of the transactions contemplated hereby, including the Financing, and compliance with the provisions hereof will not (i) result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation under any Contract to which Parent or Merger Sub is a party or by which Parent or Merger Sub is bound or result in the creation of any Lien upon any of the properties or assets of Parent or any of its Subsidiaries, (ii) conflict with or result in any violation of any provision of the Amazon Governing Documents certificate of incorporation or by-laws or other equivalent organizational document, in each case as amended, of Parent or any of its Subsidiaries or (iiiii) conflict with or violate any Laws applicable to the Company Parent, any of its Subsidiaries or any of its material their respective properties or assetsassets or any Order applicable to Parent or Merger Sub in existence as of the date hereof, other than than, in the case of clauses (i) and (iiiii), any such violation, breach, conflict, default, termination, modification, cancellation, acceleration, right, loss Lien or Lien other circumstance that would not (x) prevent or materially delay Parent or Merger Sub from performing their respective obligations under this Agreement or taking any action necessary to consummate the transactions contemplated hereby, including the Merger or (y) reasonably be expected toto have, individually or in the aggregate, materially prevent, delay or impede the ability of the Company to perform its obligations under this Agreement or to consummate the transactions contemplated herebya Parent Material Adverse Effect.

CORPORATE AUTHORITY RELATIVE TO THIS AGREEMENT. (a) The Company Each of Parent and Merger Sub has all requisite corporate or similar power and authority to enter into and deliver this Agreement Agreement, to perform their respective obligations hereunder and to perform its obligations hereunderconsummate the transactions contemplated hereby. The executionexecution and delivery of this Agreement, delivery and the performance by Parent and Merger Sub of their respective obligations hereunder and the Company consummation of this Agreement the transactions contemplated hereby have been duly and validly authorized by the CompanyBoard of Directors of Parent and Merger Sub and the sole shareholder of Merger Sub, and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize the consummation of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company Parent and Merger Sub and, assuming this Agreement constitutes the valid and binding agreement of the ShareholderCompany, this Agreement constitutes the valid and binding agreement of the CompanyParent and Merger Sub, enforceable against the Company each of Parent and Merger Sub in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, examinership, fraudulent transfer, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting or relating to the enforcement of creditors’ rights generally Bankruptcy and (ii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any Proceeding therefor may be broughtEquity Exception. (b) Other than any consents that have already been obtained or will be obtained in connection with or in compliance with (i) the consummation provisions of the transactions contemplated by TBOC and (ii) the Business Combination AgreementExchange Act, no material authorization, consent or approval of, or filing with, any Governmental Entity is necessary, under applicable Law, for the Company to perform its obligations under this Agreement consummation by Parent or to consummate Merger Sub of the transactions contemplated hereby, except for such authorizations, consents, approvals or filings that, if not obtained or made, would not reasonably be expected to materially prevent, delay or impede the ability of the Company to perform its obligations under by this Agreement or to consummate the transactions contemplated herebyAgreement. (c) The execution and delivery by the Shareholder Parent and Merger Sub of this Agreement does not, the performance by Parent and Merger Sub of their respective obligations hereunder, and the consummation of the transactions contemplated hereby and compliance with the provisions hereof by Parent and Merger Sub will not not, (i) result in any violation of, or default (with or without notice or lapse of time, or both) under, require consent under, or give rise to a right of termination, cancellation or acceleration of any obligation, payment for any consent or similar fee, or to the loss of any benefit under any loan, guarantee of Indebtedness or credit agreement, note, bond, mortgage, indenture, lease, agreement, Contract, instrument, permit, concession, franchise, right or license binding upon Parent or Merger Sub or result in the creation of any Lien upon any of the properties or assets of Parent or Merger Sub, (ii) conflict with or result in any violation of any provision of the Amazon Governing Documents articles of incorporation or bylaws or other equivalent organizational document, in each case as amended, of Parent or Merger Sub or (iiiii) assuming that the consents and approvals referred to in Section 4.2(b) are duly obtained, conflict Agreement and Plan of Merger with or violate any Laws applicable to the Company or any of its material properties or assetsLaws, other than in the case of clauses (i) and (ii), any such violation, breach, conflict, default, termination, modification, cancellation, acceleration, right, loss or Lien that ) as would not reasonably be expected to, individually to prevent or in the aggregate, materially prevent, delay or impede materially impair the ability of the Company Parent or Merger Sub to perform its obligations under this Agreement hereunder or to consummate the transactions contemplated herebyMerger (a “Parent Material Adverse Effect”).

CORPORATE AUTHORITY RELATIVE TO THIS AGREEMENT. NO VIOLATION. (a) The Company has all requisite corporate or similar power and authority to enter into this Agreement and and, subject to perform its obligations hereunderreceipt of the Company Shareholder Approval, to consummate the transactions contemplated hereby, including the Merger. The execution, execution and delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the CompanyBoard of Directors of the Company and, except for (i) the Company Shareholder Approval and (ii) the filing with, and acceptance by the Registrar of, the documents of re-registration as contemplated by Section 5.4(d) and the Articles of Merger, no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or the consummation of the transactions contemplated hereby. The Board of Directors of the Company has approved this Agreement by way of a board resolution adopted pursuant to Section 170 of the BC Act and determined that this Agreement is advisable. This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes the valid and binding agreement of the ShareholderParent and Merger Sub, this Agreement constitutes the valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, examinership, fraudulent transfer, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting or relating to the enforcement of creditors’ rights generally and (ii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any Proceeding therefor may be brought. (b) Other than any consents that have already been obtained or will be obtained in connection with or in compliance with (i) the consummation provisions of the transactions contemplated by BC Act and the International Business Combination AgreementCompanies Act, 1984, (ii) the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT") , (iii) the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (xxx "XXX XXX"), (iv) the European Community Merger Regulation ("ECMR") and (v) the approvals set forth on Section 3.3(b) of the Company Disclosure Schedule (collectively, the "COMPANY APPROVALS"), no authorization, consent consent, clearance or approval of, or filing or notification with, any Governmental Entity United States (whether federal, state or local) or foreign, provincial or supranational governmental or regulatory agency, commission, court, body, entity or authority or works council or similar governmental or regulatory body (each, a "GOVERNMENTAL ENTITY") is necessary, under any Law (as hereinafter defined) applicable Lawto the Company or any of the Company's Subsidiaries or any of their respective properties or assets, for the consummation by the Company to perform its obligations under this Agreement or to consummate of the transactions contemplated herebyby this Agreement, except for such authorizations, consents, approvals or filings that, if not obtained or made, would not reasonably be expected to materially preventhave, delay individually or impede in the ability of the aggregate, a Company to perform its obligations under this Agreement or to consummate the transactions contemplated herebyMaterial Adverse Effect. (c) The execution and delivery by the Shareholder Company of this Agreement does not, and the consummation of the transactions contemplated hereby and compliance with the provisions hereof will not (i) result in any violation of, or default (with or without notice or lapse of time, or both) under, or any increased cost or loss of benefit to the Company or any Subsidiary thereof or increased benefit to another party thereto under, or result in the, or give rise to a right of, termination, cancellation or acceleration of any obligation under, any loan, guarantee of Indebtedness or credit agreement, note, bond, mortgage, indenture, lease, agreement, contract, instrument, permit, concession, franchise, right, license, arrangement or other obligation (each, a "CONTRACT") to which the Company or any of the Company's Subsidiaries is a party or by which the Company or any of the Company's Subsidiaries is bound or result in the creation of any liens, claims, mortgages, encumbrances, pledges, security interests, equities or charges of any kind or any restriction on transfer or, in the case of securities, voting rights (each, a "LIEN") upon any of the properties or assets of the Company or any of the Company's Subsidiaries, (ii) conflict with or result in any violation in any respect of any provision of the Amazon Governing Documents Memorandum and Articles of Association or other equivalent organizational document, in each case as amended, of the Company or any of the Company's Subsidiaries or (iiiii) conflict with or violate any Laws applicable to the Company or any of its material the Company's Subsidiaries or any of their respective properties or assetsassets or any order, injunction, decree, or judgment (each, an "ORDER") applicable to the Company or any of its Subsidiaries in existence as of the date hereof, other than than, in the case of clauses (i) and (iiiii), any such violation, breach, conflict, default, termination, modification, cancellation, acceleration, right, loss Lien or Lien other circumstance that would not (x) prevent or materially delay the Company from performing its obligations under this Agreement or taking any action necessary to consummate the transactions contemplated by this Agreement or (y) reasonably be expected toto have, individually or in the aggregate, materially prevent, delay or impede the ability of the a Company to perform its obligations under this Agreement or to consummate the transactions contemplated herebyMaterial Adverse Effect.

CORPORATE AUTHORITY RELATIVE TO THIS AGREEMENT. No Violation. ------------------------------------------------------------ (a) The Company has all requisite the corporate or similar power and authority to enter into this Agreement and to perform carry out its obligations hereunder. The execution, execution and delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by the Board of Directors of the Company, no other corporate proceedings on the part of the Company, other than obtaining Stockholder approval pursuant to Section 3.15, are necessary to authorize the consummation of the transactions contemplated hereby. This The Board of Directors of the Company has taken all necessary and appropriate action so that Section 203 of the DGCL will be inapplicable to this Agreement and the transactions contemplated hereby. The Board of Directors of the Company has determined that the transactions contemplated by this Agreement are in the best interest of the Company and its stockholders, has declared the advisability of this Agreement and has determined to recommend to such stockholders that they approve and adopt this Agreement. Subject to the foregoing, this Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes the a valid and binding agreement of the Shareholderother parties hereto, this Agreement constitutes the a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, examinership, fraudulent transfer, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting or relating to the enforcement of creditors’ rights generally and (ii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any Proceeding therefor may be brought. (b) Other than Except as set forth in Section 3.3(b) of the Company Disclosure Schedule, the Company is not subject to or obligated under any consents that have already been obtained charter, by-law or will contract provision or any license, franchise or permit, or subject to any order or decree or to the Knowledge of the Company any law or regulation, which, by its terms, would be obtained breached or violated or would accelerate any payment or obligation, trigger any right of first refusal or other purchase right, result in connection with the consummation loss of any material benefit thereunder, or result in the creation of a lien, pledge, security interest, charge or other encumbrance on any assets as a result of the Company executing or, subject to the adoption of this Agreement by its stockholders, carrying out the transactions contemplated by this Agreement, except for any breaches or violations which would not, individually or in the Business Combination Agreementaggregate, have a Material Adverse Effect on the Company. Other than in connection with or in compliance with (i) the provisions of DGCL, (ii) the - -- Securities Act of 1933, as amended (the "Securities Act"), (iii) the Securities -------------- --- Exchange Act of 1934, as amended (the "Exchange Act"), (iv) the Xxxx-Xxxxx- ------------ -- Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (v) ------- - Section 4043 of ERISA (as defined in Section 3.8), (vi) the Nebraska Insurers -- Demutualization Act, the Nebraska Insurance Holding Company System Act, the Pennsylvania Insurance Holding Company Act and any other applicable laws, rules, regulations, practices and orders of any state insurance regulatory authority, (vii) any applicable United States competition, antitrust and investment laws, --- (viii) the securities or blue sky laws of the various states and (ix) the ---- -- Nebraska Shareholder Protection Act (collectively, the "Company Required ---------------- Approvals"), no authorization, consent or approval of, or filing with, any Governmental Entity --------- governmental body or authority is necessary, under applicable Law, necessary for the consummation by the Company to perform its obligations under this Agreement or to consummate of the transactions contemplated herebyby this Agreement, except for such authorizations, consents, approvals or filings thatfilings, if not obtained the failure to obtain or made, make which would not reasonably be expected to materially prevent, delay or impede the ability of the Company to perform its obligations under this Agreement or to consummate the transactions contemplated hereby. (c) The execution and delivery by the Shareholder of this Agreement does not, and will not (i) conflict with or result in any violation of any provision of the Amazon Governing Documents or (ii) conflict with or violate any Laws applicable to the Company or any of its material properties or assets, other than in the case of clauses (i) and (ii), any such violation, breach, conflict, default, termination, modification, cancellation, acceleration, right, loss or Lien that would not reasonably be expected to, individually or in the aggregate, materially prevent, delay or impede have a Material Adverse Effect on the ability of the Company to perform its obligations under this Agreement or to consummate the transactions contemplated herebyCompany.