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

CORPORATE AUTHORITY RELATIVE TO THIS AGREEMENT. No Violation. (a) Each of Parent and Merger Sub has full corporate power and authority to enter into this Agreement and, subject to receipt of Parent Shareholder Approval (as defined in Section 5.3), to carry out its obligations hereunder. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Boards of Directors of Parent and Merger Sub and by Parent as sole stockholder of Merger Sub and, except for Parent Shareholder Approval, no other corporate or stockholder proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement, the issuance of the Parent Common Stock and the other transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and, assuming this Agreement has been duly and validly executed and delivered by the other parties hereto, and subject to the Parent Shareholder Approval, this Agreement constitutes the valid and binding agreements of Parent and Merger Sub, enforceable against each of them in accordance with its terms (except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally, or by principles governing the availability of equitable remedies). Other than in connection with or in compliance with the provisions of the CGCL, the Securities Act, the Exchange Act, the HSR Act, any non-United States competition, antitrust and investments laws and the securities or blue sky laws of the various states and other jurisdictions, and, other than the filing of this Agreement and a duly executed officers' certificate by each of the Company and the Merger Sub with the California Secretary of State and any necessary state filings to maintain the good standing or qualification of the Surviving Corporation (collectively, the "Parent Required Approvals"), no authorization, consent or approval of, or filing with, any governmental body or authority is necessary on the part of Parent or Merger Sub for the consummation by Parent or Merger Sub of the transactions contemplated by this Agreement, except for such authorizations, consents, approvals or filings, the failure to obtain or make which would not in the aggregate have a Material Adverse Effect on Parent or Merger Sub; provided that Parent makes no representation with respect to such of the foregoing as are required by reason or facts specifically pertaining to Company or any of its Subsidiaries. (b) The execution, delivery and performance of this Agreement by Parent and Merger Sub do not, and the consummation by Parent and Merger Sub of the Merger and the other transactions contemplated hereby will not, constitute or result in (i) a breach or violation of, or a default under, the charter or by laws of Parent and Merger Sub or the comparable governing instruments of any of Parent's Subsidiaries, (ii) a breach or violation of, or a default under, the acceleration of any obligations or the creation of a lien, pledge, security interest or other encumbrance on the assets of Parent or any of its Subsidiaries (with or without notice, lapse of time or both) pursuant to, any Contracts binding upon Parent or any of its Subsidiaries or any law, ordinance, regulation, decree or order of any governmental body or authority to which Parent or any of its Subsidiaries is subject or governmental or non-governmental permit or license to which Parent or any of its Subsidiaries is subject or (iii) any change in the rights or obligations of any party under any of the Contracts, except, in the case of clause (ii) or (iii) above, for any breach, violation, default, acceleration, creation or change that, individually or in the aggregate, would not have a Material Adverse Effect on Parent or prevent, materially delay or materially impair the ability of Parent or Merger Sub to consummate the transactions contemplated by this Agreement.

CORPORATE AUTHORITY RELATIVE TO THIS AGREEMENT. No Violation. (a) Each of Parent and Merger Sub The Company has full corporate power and authority to enter into this Agreement and, subject to receipt of Parent the Company Shareholder Approval (as defined in Section 5.3), to carry out its obligations hereunder. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Boards Board of Directors of Parent and Merger Sub and by Parent as sole stockholder of Merger Sub the Company and, except for Parent the Company Shareholder Approval, no other corporate or stockholder proceedings on the part of Parent or Merger Sub the Company are necessary to authorize this Agreement, the issuance of the Parent Common Stock Agreement and the other 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 shareholders and, subject to Section 5.10 hereof, to recommend to such shareholders that they vote in favor thereof. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub the Company and, assuming this Agreement has been duly and validly executed and delivered by the other parties hereto, hereto and subject to the Parent obtaining Company Shareholder Approval, this Agreement constitutes the valid and binding agreements agreement of Parent and Merger Subthe Company, enforceable against each of them the Company in accordance with its terms (except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally, or by principles governing the availability of equitable remedies). Other than in connection with or in compliance with the provisions of the CGCL, the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), any non-United States competition, antitrust and investments investment laws and the securities or blue sky laws of the various states and other jurisdictions, and, other than the filing of this Agreement and a duly executed officers' certificate by each of the Company and the Merger Sub with the California Secretary of State and any necessary state filings to maintain the good standing or qualification of the Surviving Corporation (collectively, the "Parent Company Required Approvals"), no authorization, consent or approval of, or filing with, any governmental body or authority is necessary on the part of Parent or Merger Sub the Company for the consummation by Parent or Merger Sub the Company of the transactions contemplated by this Agreement, except for such authorizations, consents, approvals or filings, the failure to obtain or make which would not in the aggregate have a Material Adverse Effect on Parent or Merger Subthe Company; provided that Parent the Company makes no representation with respect to such of the foregoing as are required by reason or of facts specifically pertaining to Company Parent or any of its Subsidiaries. (b) The execution, delivery and performance of this Agreement by Parent and Merger Sub the Company do not, and the consummation by Parent and Merger Sub the Company of the Merger and the other transactions contemplated hereby will not, constitute or result in (i) a breach or violation of, or a default under, the charter Amended and Restated Articles of Incorporation or by laws of Parent and Merger Sub the Company or the comparable governing instruments of any of Parent's its Subsidiaries, (ii) a breach or violation of, or a default under, the acceleration of any obligations or the creation of a lien, pledge, security interest or other encumbrance on the assets of Parent the Company or any of its Subsidiaries (with or without notice, lapse of time or both) pursuant to, any Contracts agreement, lease, contract, note, mortgage, indenture, arrangement or other obligation ("Contracts") binding upon Parent the Company or any of its Subsidiaries or Subsidiaries, any law, ordinance, regulation, decree or order of any governmental body or authority to which Parent the Company or any of its Subsidiaries is subject or subject, any governmental or non-governmental permit or license to which Parent the Company or any of its Subsidiaries is subject or (iii) any change in the rights or obligations of any party under any of the Contracts, except, in the case of clause (ii) or (iii) above, for any breach, violation, default, acceleration, creation or change that, individually or in the aggregate, would not have a Material Adverse Effect on Parent or prevent, materially delay or materially impair the ability of Parent or Merger Sub to consummate the transactions contemplated by this Agreement.change

CORPORATE AUTHORITY RELATIVE TO THIS AGREEMENT. No Violation. (a) Each of Parent and Merger Sub has full the corporate power and authority to enter into this Agreement and, subject to receipt of Parent Shareholder Approval (as defined in Section 5.3), and to carry out its obligations hereunder. The execution execution, delivery and delivery performance of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Boards Board of Directors of Parent and Merger Sub and by Parent as sole stockholder of Merger Sub Parent, and, except for Parent Shareholder Approval, no other corporate or stockholder proceedings on the part approval of Parent or Merger Sub are necessary to authorize this Agreement, the issuance of the Parent Common Stock and in the Cyprus Merger (the "Share Issuance") by its shareholders, no other corporate proceedings on the part of Parent are necessary to authorize the consummation of the transactions contemplated hereby. The Board of Directors of Parent has determined that the transactions contemplated by this Agreement are in the best interest of Parent and its shareholders and recommends to such shareholders that they approve the Share Issuance. This Agreement has been duly and validly executed and delivered by Parent and Merger 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 Parent, enforceable against Parent in accordance (b) Parent has the corporate power and authority to enter into this Agreement and to carry out its obligations hereunder. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors of Parent, and, except for the Share Issuance by its shareholders, no other corporate proceedings on the part of Parent are necessary to authorize the consummation of the transactions contemplated hereby. The Board of Directors of Parent has determined that the transactions contemplated by this Agreement are in the best interest of Parent and its shareholders and recommends to such shareholders that they approve the Share Issuance. This Agreement has been duly and validly executed and delivered by Parent and, assuming this Agreement constitutes a valid and binding agreement of the other parties hereto, and subject to the Parent Shareholder Approval, this Agreement constitutes the a valid and binding agreements agreement of Parent and Merger SubParent, enforceable against each of them Parent in accordance with its terms (except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally, or by principles governing the availability of equitable remedies). Other than in connection with or in compliance with the provisions of the CGCL, the Securities Act, the Exchange Act, the HSR Act, any non-United States competition, antitrust and investments laws and the securities or blue sky laws of the various states and other jurisdictions, and, other than the filing of this Agreement and a duly executed officers' certificate by each of the Company and the Merger Sub with the California Secretary of State and any necessary state filings to maintain the good standing or qualification of the Surviving Corporation (collectively, the "Parent Required Approvals"), no authorization, consent or approval of, or filing with, any governmental body or authority is necessary on the part of Parent or Merger Sub for the consummation by Parent or Merger Sub of the transactions contemplated by this Agreement, except for such authorizations, consents, approvals or filings, the failure to obtain or make which would not in the aggregate have a Material Adverse Effect on Parent or Merger Sub; provided that Parent makes no representation with respect to such of the foregoing as are required by reason or facts specifically pertaining to Company or any of its Subsidiaries. (b) The execution, delivery and performance of this Agreement by Parent and Merger Sub do not, and the consummation by Parent and Merger Sub of the Merger and the other transactions contemplated hereby will not, constitute or result in (i) a breach or violation of, or a default under, the charter or by laws of Parent and Merger Sub or the comparable governing instruments of any of Parent's Subsidiaries, (ii) a breach or violation of, or a default under, the acceleration of any obligations or the creation of a lien, pledge, security interest or other encumbrance on the assets of Parent or any of its Subsidiaries (with or without notice, lapse of time or both) pursuant to, any Contracts binding upon Parent or any of its Subsidiaries or any law, ordinance, regulation, decree or order of any governmental body or authority to which Parent or any of its Subsidiaries is subject or governmental or non-governmental permit or license to which Parent or any of its Subsidiaries is subject or (iii) any change in the rights or obligations of any party under any of the Contracts, except, in the case of clause (ii) or (iii) above, for any breach, violation, default, acceleration, creation or change that, individually or in the aggregate, would not have a Material Adverse Effect on Parent or prevent, materially delay or materially impair the ability of Parent or Merger Sub to consummate the transactions contemplated by this Agreement.

CORPORATE AUTHORITY RELATIVE TO THIS AGREEMENT. No Violation. (a) Each of Parent and Merger Sub The Company has full all requisite corporate or similar power and authority to enter into this Agreement and, subject and to receipt of Parent Shareholder Approval (as defined in Section 5.3), to carry out perform its obligations hereunder. The execution execution, delivery and delivery performance by the Company of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Boards of Directors of Parent and Merger Sub and by Parent as sole stockholder of Merger Sub and, except for Parent Shareholder Approval, no other corporate or stockholder proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement, the issuance of the Parent Common Stock and the other transactions contemplated herebyCompany. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub the Company and, assuming this Agreement has been duly and validly executed and delivered by the other parties hereto, and subject to the Parent Shareholder Approval, this Agreement constitutes the valid and binding agreements agreement of Parent the Shareholder, constitutes the valid and Merger Subbinding agreement of the Company, enforceable against each of them the Company in accordance with its terms terms, except that (except insofar as enforceability i) such enforcement may be limited by subject to applicable bankruptcy, insolvency, examinership, fraudulent transfer, reorganization, moratorium or other similar laws Laws, now or hereafter in effect, affecting or relating to the enforcement of creditors' ’ rights generally, or by principles governing the availability generally and (ii) equitable remedies of specific performance and injunctive and other forms of equitable remedies). 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 the provisions consummation of the CGCL, transactions contemplated by the Securities Act, the Exchange Act, the HSR Act, any non-United States competition, antitrust and investments laws and the securities or blue sky laws of the various states and other jurisdictions, and, other than the filing of this Agreement and a duly executed officers' certificate by each of the Company and the Merger Sub with the California Secretary of State and any necessary state filings to maintain the good standing or qualification of the Surviving Corporation (collectively, the "Parent Required Approvals")Business Combination Agreement, no authorization, consent or approval of, or filing with, any governmental body or authority Governmental Entity is necessary on the part of Parent or Merger Sub necessary, under applicable Law, for the consummation by Parent Company to perform its obligations under this Agreement or Merger Sub of to consummate the transactions contemplated by this Agreementhereby, except for such authorizations, consents, approvals or filingsfilings that, the failure to obtain if not obtained or make which made, would not in reasonably be expected to materially prevent, delay or impede the aggregate have a Material Adverse Effect on Parent or Merger Sub; provided that Parent makes no representation with respect to such ability of the foregoing as are required Company to perform its obligations under this Agreement or to consummate the transactions contemplated hereby. (c) The execution and delivery by reason the Shareholder of this Agreement does not, and will not (i) conflict with or facts specifically pertaining 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 Subsidiaries. (b) The executionmaterial properties or assets, delivery and performance of this Agreement by Parent and Merger Sub do not, and the consummation by Parent and Merger Sub of the Merger and the other transactions contemplated hereby will not, constitute or result in (i) a breach or violation of, or a default under, the charter or by laws of Parent and Merger Sub or the comparable governing instruments of any of Parent's Subsidiaries, (ii) a breach or violation of, or a default under, the acceleration of any obligations or the creation of a lien, pledge, security interest or other encumbrance on the assets of Parent or any of its Subsidiaries (with or without notice, lapse of time or both) pursuant to, any Contracts binding upon Parent or any of its Subsidiaries or any law, ordinance, regulation, decree or order of any governmental body or authority to which Parent or any of its Subsidiaries is subject or governmental or non-governmental permit or license to which Parent or any of its Subsidiaries is subject or (iii) any change in the rights or obligations of any party under any of the Contracts, except, than in the case of clause clauses (i) and (ii) or (iii) above), for any such violation, breach, violationconflict, default, termination, modification, cancellation, acceleration, creation right, loss or change thatLien that would not reasonably be expected to, individually or in the aggregate, would not have a Material Adverse Effect on Parent or materially prevent, materially delay or materially impair impede the ability of Parent the Company to perform its obligations under this Agreement or Merger Sub to consummate the transactions contemplated by this Agreementhereby.

CORPORATE AUTHORITY RELATIVE TO THIS AGREEMENT. No Violation. (a) Each of Parent and Merger Sub ASARCO has full the corporate power and authority to enter into this Agreement and, subject to receipt of Parent Shareholder Approval (as defined in Section 5.3), and to carry out its obligations hereunder. The execution execution, delivery and delivery performance of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Boards ASARCO Board of Directors of Parent and Merger Sub and by Parent as sole stockholder of Merger Sub Directors, and, except for Parent Shareholder Approvalthe approval of this Agreement by its shareholders, no other corporate or stockholder proceedings on the part of Parent or Merger Sub ASARCO are necessary to authorize this Agreement, the issuance consummation of the Parent Common Stock and the other transactions contemplated hereby. The ASARCO Board of Directors has taken all appropriate action so that none of Parent or the Purchaser will be (i) an "interested stockholder" within the meaning of Section 14A:10A-3 of the NJBCA or (ii) an "interested shareholder" within the meaning of the Certificate of Incorporation of ASARCO by virtue of Parent and the Purchaser entering into this Agreement and consummating the transactions contemplated hereby. The ASARCO Board of Directors has determined that the transactions contemplated by this Agreement are fair to and in the best interest of ASARCO and its shareholders and to recommend to such shareholders that they accept the Tender Offer, tender their Shares thereunder to the Purchaser and approve and adopt this Agreement and the ASARCO Merger. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub ASARCO and, assuming this Agreement has been duly constitutes a valid and validly executed and delivered by binding agreement of the other parties hereto, and subject to the Parent Shareholder Approval, this Agreement constitutes the a valid and binding agreements agreement of Parent and Merger SubASARCO, enforceable against each of them ASARCO in accordance with its terms (except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally, or by principles governing the availability of equitable remedies). Other than in connection with or in compliance with the provisions of the CGCL, the Securities Act, the Exchange Act, the HSR Act, any non-United States competition, antitrust and investments laws and the securities or blue sky laws of the various states and other jurisdictions, and, other than the filing of this Agreement and a duly executed officers' certificate by each of the Company and the Merger Sub with the California Secretary of State and any necessary state filings to maintain the good standing or qualification of the Surviving Corporation (collectively, the "Parent Required Approvals"), no authorization, consent or approval of, or filing with, any governmental body or authority is necessary on the part of Parent or Merger Sub for the consummation by Parent or Merger Sub of the transactions contemplated by this Agreement, except for such authorizations, consents, approvals or filings, the failure to obtain or make which would not in the aggregate have a Material Adverse Effect on Parent or Merger Sub; provided that Parent makes no representation with respect to such of the foregoing as are required by reason or facts specifically pertaining to Company or any of its Subsidiaries. (b) The execution, delivery and performance of this Agreement by Parent and Merger Sub do not, and the consummation by Parent and Merger Sub of the Merger and the other transactions contemplated hereby will not, constitute or result in (i) a breach or violation of, or a default under, the charter or by laws of Parent and Merger Sub or the comparable governing instruments of any of Parent's Subsidiaries, (ii) a breach or violation of, or a default under, the acceleration of any obligations or the creation of a lien, pledge, security interest or other encumbrance on the assets of Parent or any of its Subsidiaries (with or without notice, lapse of time or both) pursuant to, any Contracts binding upon Parent or any of its Subsidiaries or any law, ordinance, regulation, decree or order of any governmental body or authority to which Parent or any of its Subsidiaries is subject or governmental or non-governmental permit or license to which Parent or any of its Subsidiaries is subject or (iii) any change in the rights or obligations of any party under any of the Contracts, except, in the case of clause (ii) or (iii) above, for any breach, violation, default, acceleration, creation or change that, individually or in the aggregate, would not have a Material Adverse Effect on Parent or prevent, materially delay or materially impair the ability of Parent or Merger Sub to consummate the transactions contemplated by this Agreement.

CORPORATE AUTHORITY RELATIVE TO THIS AGREEMENT. No Violation.. ------------------------------------------------------------ (a) Each of Parent and Merger Sub The Company has full the corporate power and authority to enter into this Agreement and, subject to receipt of Parent Shareholder Approval (as defined in Section 5.3), and to carry out its obligations hereunder. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by the Boards Board of Directors of Parent and Merger Sub and by Parent as sole stockholder of Merger Sub and, except for Parent Shareholder Approvalthe Company, no other corporate or stockholder proceedings on the part of Parent or Merger Sub the Company, other than obtaining Stockholder approval pursuant to Section 3.15, are necessary to authorize this Agreement, the issuance consummation of the Parent Common Stock and the other 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 been duly determined that the transactions contemplated by this Agreement are in the best interest of the Company and validly executed its stockholders, has declared the advisability of this Agreement and delivered by Parent has determined to recommend to such stockholders that they approve and Merger Sub andadopt this Agreement. Subject to the foregoing, assuming this Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes a valid and binding agreement of the other parties hereto, and subject to the Parent Shareholder Approval, this Agreement constitutes the a valid and binding agreements agreement of Parent and Merger Subthe Company, enforceable against each of them the Company in accordance with its terms terms. (except insofar b) Except as enforceability may be limited by applicable bankruptcyset forth in Section 3.3(b) of the Company Disclosure Schedule, insolvencythe Company is not subject to or obligated under any charter, reorganizationby-law or contract provision or any license, moratorium franchise or similar laws affecting creditors' rights generallypermit, or subject to any order or decree or to the Knowledge of the Company any law or regulation, which, by principles governing its terms, would be breached or violated or would accelerate any payment or obligation, trigger any right of first refusal or other purchase right, result in the availability loss of equitable remedies)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 aggregate, have a Material Adverse Effect on the Company. Other than in connection with or in compliance with (i) the provisions of DGCL, (ii) the CGCL- -- 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 Exchange Nebraska Insurance Holding Company System Act, the HSR ActPennsylvania Insurance Holding Company Act and any other applicable laws, rules, regulations, practices and orders of any non-state insurance regulatory authority, (vii) any applicable United States competition, antitrust and investments laws and investment laws, --- (viii) the securities or blue sky laws of the various states and other jurisdictions, and, other than (ix) the filing of this Agreement and a duly executed officers' certificate by each of the Company and the Merger Sub with the California Secretary of State and any necessary state filings to maintain the good standing or qualification of the Surviving Corporation ---- -- Nebraska Shareholder Protection Act (collectively, the "Parent Company Required ---------------- Approvals"), no authorization, consent or approval of, or filing with, any --------- governmental body or authority is necessary on the part of Parent or Merger Sub for the consummation by Parent or Merger Sub the Company of the transactions contemplated by this Agreement, except for such authorizations, consents, approvals or filings, the failure to obtain or make which would not in the aggregate have a Material Adverse Effect on Parent or Merger Sub; provided that Parent makes no representation with respect to such of the foregoing as are required by reason or facts specifically pertaining to Company or any of its Subsidiaries. (b) The execution, delivery and performance of this Agreement by Parent and Merger Sub do not, and the consummation by Parent and Merger Sub of the Merger and the other transactions contemplated hereby will not, constitute or result in (i) a breach or violation of, or a default under, the charter or by laws of Parent and Merger Sub or the comparable governing instruments of any of Parent's Subsidiaries, (ii) a breach or violation of, or a default under, the acceleration of any obligations or the creation of a lien, pledge, security interest or other encumbrance on the assets of Parent or any of its Subsidiaries (with or without notice, lapse of time or both) pursuant to, any Contracts binding upon Parent or any of its Subsidiaries or any law, ordinance, regulation, decree or order of any governmental body or authority to which Parent or any of its Subsidiaries is subject or governmental or non-governmental permit or license to which Parent or any of its Subsidiaries is subject or (iii) any change in the rights or obligations of any party under any of the Contracts, except, in the case of clause (ii) or (iii) above, for any breach, violation, default, acceleration, creation or change that, individually or in the aggregate, would not have a Material Adverse Effect on Parent or prevent, materially delay or materially impair the ability of Parent or Merger Sub to consummate the transactions contemplated by this AgreementCompany.

CORPORATE AUTHORITY RELATIVE TO THIS AGREEMENT. No ViolationNO VIOLATION. (a) Each of Parent and Merger Sub The Company has full the corporate power and authority to enter into this Agreement and, subject to receipt of Parent Shareholder Approval (as defined in Section 5.3), and to carry out its obligations hereunder. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Boards Board of Directors of Parent and Merger Sub and by Parent as sole stockholder of Merger Sub the Company and, except for Parent Shareholder Approvalobtaining the Company Stockholder Approval and the filing of the Certificate of Merger or the Certificate of Ownership and Merger, as applicable, no other corporate or stockholder proceedings on the part of Parent or Merger Sub the Company are necessary to authorize this Agreement, the issuance consummation of the Parent Common Stock and the other transactions contemplated hereby. The Board of Directors of the Company approved for purposes of Section 203 of the DGCL the execution and delivery by DCNA, the Purchaser and the Company of this Agreement and the Stock Purchase Agreement by DCNA and DDC Holdings and the consummation of the transactions contemplated hereby and thereby and has taken all appropriate action so that Section 203 of the DGCL, with respect to the Company, will not be applicable to DCNA and the Purchaser by virtue of such actions or otherwise. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub the Company and, assuming this Agreement has been duly and validly executed and delivered by the other parties hereto, and subject to the Parent Shareholder Approval, this Agreement constitutes the a valid and binding agreements agreement of Parent DCNA and Merger Subthe Purchaser, constitutes a valid and binding agreement of the Company, enforceable against each of them the Company in accordance with its terms (terms, except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or moratorium, fraudulent conveyance and other similar laws of general application affecting enforcement of creditors' rights generally, or by principles governing generally and the availability of equitable remedies). Other than relief. (b) Except for the filings, permits, authorizations, consents and approvals set forth in connection with or in compliance with the provisions Section 3.3(b)(i) of the CGCL, the Securities ActCompany Disclosure Schedule, the Exchange Act, the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), any non-United States competition, antitrust and investments laws and the state securities or blue sky laws laws, the rules and regulations of the various states New York Stock Exchange or the anti-competition laws or regulations of the European Union or any other foreign jurisdiction in which the Company or DCAG (directly or through Subsidiaries, in each case ) has material assets or conducts material operations, and other jurisdictions, and, other than the filing of the Certificate of Merger or Certificate of Ownership and Merger, as applicable, under the DGCL, none of the execution, delivery or performance of this Agreement and a duly executed officers' by the Company, the consummation by the Company of the transactions contemplated hereby or compliance by the Company with any of the provisions hereof will (i) conflict with or result in any breach of any provision of the certificate by each of incorporation, by-laws or similar organizational documents of the Company and or any of its Subsidiaries, (ii) require any filing by the Merger Sub with the California Secretary Company or any of State and any necessary state filings to maintain the good standing its Subsidiaries with, or qualification of the Surviving Corporation (collectivelypermit, the "Parent Required Approvals"), no authorization, consent or approval of, any federal, regional, state or filing withlocal court, any arbitrator, tribunal, administrative agency or commission or other governmental body or other regulatory authority is necessary on the part of Parent or Merger Sub for the consummation by Parent agency, whether U.S. or Merger Sub of the transactions contemplated by this Agreementforeign (a "Governmental Entity"), except for such authorizations, consents, approvals or filings, the failure to obtain or make which would not in the aggregate have a Material Adverse Effect on Parent or Merger Sub; provided that Parent makes no representation with respect to such of the foregoing as are required by reason or facts specifically pertaining to Company or any of its Subsidiaries. (biii) The execution, delivery and performance of this Agreement by Parent and Merger Sub do not, and the consummation by Parent and Merger Sub of the Merger and the other transactions contemplated hereby will not, constitute or result in (i) a violation or breach or violation of, or a default under, the charter or by laws of Parent and Merger Sub or the comparable governing instruments of any of Parent's Subsidiaries, (ii) a breach or violation of, or a default under, the acceleration of any obligations or the creation of a lien, pledge, security interest or other encumbrance on the assets of Parent or any of its Subsidiaries constitute (with or without notice, due notice or lapse of time or both) pursuant toa default (or give rise to any right of termination, amendment, cancellation or acceleration) under, any Contracts binding upon Parent 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, judgment, permit, license, ordinance, law, statute, rule or regulation applicable to the Company, any of its Subsidiaries or any lawof their properties or assets, ordinanceexcluding from the foregoing clauses (ii), regulation, decree or order of any governmental body or authority to which Parent or any of its Subsidiaries is subject or governmental or non-governmental permit or license to which Parent or any of its Subsidiaries is subject or (iii) any change in the rights and (iv) such filings, permits, authorizations, consents, approvals, violations, breaches or obligations of any party under any of the Contracts, except, in the case of clause (ii) or (iii) above, for any breach, violation, default, acceleration, creation or change thatdefaults which will not, individually or in the aggregate, would not have a Material Adverse Effect on Parent the Company or prevent, materially prevent or substantially delay or materially impair the ability consummation of Parent or Merger Sub to consummate the transactions contemplated by this Agreementhereby.

CORPORATE AUTHORITY RELATIVE TO THIS AGREEMENT. No Violation. (a) Each of Parent and Merger Sub WTW has full all requisite corporate power and authority to enter into this Agreement and the Expenses Reimbursement Agreement and, subject (in the case of the Acquisition) to receipt of Parent WTW Shareholder Approval (as defined in Section 5.3)Approval, to carry out perform its obligations hereunderhereunder and consummate the Transactions, including the Acquisition. The execution execution, delivery and delivery performance by WTW of this Agreement the Expenses Reimbursement Agreement and the consummation of the transactions contemplated hereby Transactions have been duly and validly authorized by the Boards WTW Board of Directors and in the case of Parent and Merger Sub and by Parent as sole stockholder of Merger Sub andthe Acquisition, except for Parent (i) the WTW Shareholder ApprovalApproval and (ii) the filing of the required documents and other actions in connection with the Scheme with, and to receipt of the required approval of the Scheme by, the High Court, and the delivery of the Court Order to the Registrar of Companies, no other corporate or stockholder proceedings on the part of Parent or Merger Sub WTW are necessary to authorize this the consummation of the Transactions and pursuant to the Expenses Reimbursement Agreement. On or prior to the date hereof, the issuance WTW Board of Directors has determined that the Transactions are fair to and in the best interests of WTW and the WTW Shareholders and adopted a resolution to make, subject to Section 7.3 and to the obligations of the Parent Common Stock WTW Board of Directors under the Takeover Rules, the WTW Board Recommendation and the other transactions recommendation contemplated herebyby Section 3.6(c). This Agreement has been duly and validly executed and delivered by Parent and Merger Sub WTW and, assuming this Agreement has been duly and validly executed and delivered by the other parties hereto, and subject to the Parent Shareholder Approval, this Agreement constitutes the valid and binding agreements agreement of Parent Aon, constitutes the valid and Merger Subbinding agreement of WTW, enforceable against each of them WTW in accordance with its terms terms, except that (except insofar as enforceability i) such enforcement may be limited by subject to applicable bankruptcy, insolvency, examinership, fraudulent transfer, reorganization, moratorium or other similar laws Laws, now or hereafter in effect, affecting or relating to the enforcement of creditors' ’ rights generally, or by principles governing the availability generally and (ii) equitable remedies of specific performance and injunctive and other forms of equitable remedies). 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 in connection with or in compliance with (i) the provisions of the CGCL, the Securities Act, the Exchange Act, the HSR Act, any non-United States competition, antitrust and investments laws and the securities or blue sky laws of the various states and other jurisdictions, and, other than the filing of this Agreement and a duly executed officers' certificate by each of the Company and the Merger Sub with the California Secretary of State and any necessary state filings to maintain the good standing or qualification of the Surviving Corporation (collectively, the "Parent Required Approvals"), no authorization, consent or approval of, or filing with, any governmental body or authority is necessary on the part of Parent or Merger Sub for the consummation by Parent or Merger Sub of the transactions contemplated by this Agreement, except for such authorizations, consents, approvals or filings, the failure to obtain or make which would not in the aggregate have a Material Adverse Effect on Parent or Merger Sub; provided that Parent makes no representation with respect to such of the foregoing as are required by reason or facts specifically pertaining to Company or any of its Subsidiaries. (b) The execution, delivery and performance of this Agreement by Parent and Merger Sub do not, and the consummation by Parent and Merger Sub of the Merger and the other transactions contemplated hereby will not, constitute or result in (i) a breach or violation of, or a default under, the charter or by laws of Parent and Merger Sub or the comparable governing instruments of any of Parent's Subsidiaries, (ii) a breach or violation of, or a default under, the acceleration of any obligations or Takeover Panel Act and the creation of a lien, pledge, security interest or other encumbrance on the assets of Parent or any of its Subsidiaries (with or without notice, lapse of time or both) pursuant to, any Contracts binding upon Parent or any of its Subsidiaries or any law, ordinance, regulation, decree or order of any governmental body or authority to which Parent or any of its Subsidiaries is subject or governmental or non-governmental permit or license to which Parent or any of its Subsidiaries is subject or (iii) any change in the rights or obligations of any party under any of the Contracts, except, in the case of clause (ii) or (iii) above, for any breach, violation, default, acceleration, creation or change that, individually or in the aggregate, would not have a Material Adverse Effect on Parent or prevent, materially delay or materially impair the ability of Parent or Merger Sub to consummate the transactions contemplated by this Agreement.Takeover Rules,

CORPORATE AUTHORITY RELATIVE TO THIS AGREEMENT. No Violation.. ------------------------------------------------------------ (a) Each of Parent and Merger Sub The Company has full the corporate power and authority to enter into this Agreement and, subject to receipt of Parent Shareholder Approval (as defined in Section 5.3), and to carry out its obligations hereunder. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Boards Board of Directors of Parent and Merger Sub and by Parent as sole stockholder of Merger Sub the Company and, except for Parent obtaining the Company Shareholder ApprovalApproval and the filing of the Certificate of Merger or the Certificate of Ownership and Merger, no other corporate or stockholder proceedings on the part of Parent or Merger Sub the Company are necessary to authorize this Agreement, the issuance consummation of the Parent Common Stock and the other 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 Parent and Merger Sub the Company and, assuming this Agreement has been duly and validly executed and delivered by the other parties hereto, and subject to the Parent Shareholder Approval, this Agreement constitutes the a valid and binding agreements agreement of each of the Parent and Merger Subthe Purchaser, constitutes a valid and binding agreement of the Company, enforceable against each of them the Company in accordance with its terms terms. (except insofar b) Except for the filings, permits, authorizations, consents and approvals set forth in Section 3.3(b) of the Company Disclosure Schedule or as enforceability may be limited by required under, and other applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally, or by principles governing the availability of equitable remedies). Other than in connection with or in compliance with the provisions of the CGCLrequirements of, the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "Securities Act"), the Exchange Act, the HSR ActHart-Scott-Rodino Antitrust Improvements Act of 1976, any non-United States competitionas amended (txx "XXX Xxx"), antitrust and investments laws and the xxate securities or blue sky laws laws, the rules and regulations of the various states New York Stock Exchange (the "NYSE"), and other jurisdictions, and, other than the filing of the Certificate of Merger under the CBCA, none of the execution, delivery or performance of this Agreement and a duly executed officers' by the Company, the consummation by the Company of the transactions contemplated hereby or compliance by the Company with any of the provisions hereof will (i) conflict with or result in any breach of any provision of the certificate by each of incorporation, bylaws or similar organizational documents of the Company and the Merger Sub with the California Secretary or any of State and its Subsidiaries, (ii) require any necessary state filings to maintain the good standing filing with, or qualification of the Surviving Corporation (collectivelypermit, the "Parent Required Approvals"), no authorization, consent or approval of, any federal, regional, state or filing withlocal court, any arbitrator, tribunal, administrative agency or commission or other governmental body or other regulatory authority is necessary on the part of Parent or Merger Sub for the consummation by Parent agency, whether U.S. or Merger Sub of the transactions contemplated by this Agreementforeign (a "Governmental Entity"), except for such authorizations, consents, approvals or filings, the failure to obtain or make which would not in the aggregate have a Material Adverse Effect on Parent or Merger Sub; provided that Parent makes no representation with respect to such of the foregoing as are required by reason or facts specifically pertaining to Company or any of its Subsidiaries. (biii) The execution, delivery and performance of this Agreement by Parent and Merger Sub do not, and the consummation by Parent and Merger Sub of the Merger and the other transactions contemplated hereby will not, constitute or result in (i) a violation or breach or violation of, or a default under, the charter or by laws of Parent and Merger Sub or the comparable governing instruments of any of Parent's Subsidiaries, (ii) a breach or violation of, or a default under, the acceleration of any obligations or the creation of a lien, pledge, security interest or other encumbrance on the assets of Parent or any of its Subsidiaries constitute (with or without notice, 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 Contracts binding upon Parent 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 lawof their properties or assets, ordinanceexcluding from the foregoing clauses (ii), regulation, decree or order of any governmental body or authority to which Parent or any of its Subsidiaries is subject or governmental or non-governmental permit or license to which Parent or any of its Subsidiaries is subject or (iii) any change in the rights and (iv) such filings, permits, authorizations, consents, approvals, violations, breaches, defaults or obligations of any party under any of the Contracts, except, in the case of clause (ii) or (iii) above, for any breach, violation, default, acceleration, creation or change thatLiens which are not, individually or in the aggregate, would not reasonably likely to have a Material Adverse Effect on Parent the Company or prevent, materially prevent or substantially delay or materially impair the ability consummation of Parent or Merger Sub to consummate the transactions contemplated by this Agreementhereby.

CORPORATE AUTHORITY RELATIVE TO THIS AGREEMENT. No ViolationNO VIOLATION. (a1) Each of Parent and Merger Sub The Company has full the corporate power and authority to enter into this Agreement and, subject to receipt of Parent Shareholder Approval (as defined in Section 5.3), and to carry out its obligations hereunder. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Boards Board of Directors of Parent and Merger Sub and by Parent as sole stockholder of Merger Sub the Company and, except for Parent Shareholder obtaining the requisite approval of the stockholders of the Company (the "Company Stockholder Approval") and the filing of the Certificate of Merger, no other corporate or stockholder proceedings on the part of Parent or Merger Sub the Company are necessary to authorize this Agreement, the issuance consummation of the Parent Common Stock transactions contemplated hereby. The Board of Directors of the Company has taken all appropriate action so that Section 203 of the DGCL will not be applicable to the Company or to the Bidder for any purpose. This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes a valid and binding agreement of Bidder, constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms. (2) The Bidder has the corporate power and authority to enter into this Agreement and to carry out its obligations hereunder. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors of the Bidder, and other than the obtaining the requisite approval of the stockholders of the Bidder (the "Bidder Stockholder Approval") and the filing of the Certificate of Merger no other corporate proceedings on the part of the Bidder are necessary to authorize the consummation of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub the Bidder and, assuming this Agreement has been duly and validly executed and delivered by the other parties hereto, and subject to the Parent Shareholder Approval, this Agreement constitutes the a valid and binding agreements agreement of Parent the Company, constitutes a valid and Merger Subbinding agreement of the Bidder, enforceable against each of them the Bidder in accordance with its terms terms. (except insofar 3) Except for the filings, permits, authorizations, consents and approvals set forth in Section 3.3(c) of the Representing Party's Disclosure Schedule or as enforceability may be limited by required under, and other applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally, or by principles governing the availability of equitable remedies). Other than in connection with or in compliance with the provisions of the CGCLrequirements of, the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "Securities Act") (in the case of the Bidder only ), the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the "Exchange Act"), the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), any non-United States competition, antitrust and investments laws and the state securities or blue sky laws laws, and the rules and regulations of the various states Nasdaq National Market, or the anti-competition laws or regulations of the European Union or any foreign jurisdiction in which the Company or the Bidder (directly or through Subsidiaries, in each case) has material assets or conducts material operations, and other jurisdictions, and, other than the filing of the Certificate of Merger under the DGCL, none of the execution, delivery or performance of this Agreement and a duly executed officers' certificate by each the Representing Party, the consummation by the Representing Party of the Company and transactions contemplated hereby or compliance by the Merger Sub Representing Party with the California Secretary of State and any necessary state filings to maintain the good standing or qualification of the Surviving Corporation provisions hereof will (collectivelyi) conflict with or result in any breach of any provision of the certificate of incorporation, bylaws or similar organizational documents of the "Parent Required Approvals")Representing Party or any of its Subsidiaries, no (ii) require any filing with, or permit, authorization, consent or approval of, any federal, regional, state or filing withlocal court, any arbitrator, tribunal, administrative agency or commission or other governmental body or other regulatory authority is necessary on the part of Parent or Merger Sub for the consummation by Parent agency, whether U.S. or Merger Sub of the transactions contemplated by this Agreementforeign (a "Governmental Entity"), except for such authorizations, consents, approvals or filings, the failure to obtain or make which would not in the aggregate have a Material Adverse Effect on Parent or Merger Sub; provided that Parent makes no representation with respect to such of the foregoing as are required by reason or facts specifically pertaining to Company or any of its Subsidiaries. (biii) The execution, delivery and performance of this Agreement by Parent and Merger Sub do not, and the consummation by Parent and Merger Sub of the Merger and the other transactions contemplated hereby will not, constitute or result in (i) a violation or breach or violation of, or a default under, the charter or by laws of Parent and Merger Sub or the comparable governing instruments of any of Parent's Subsidiaries, (ii) a breach or violation of, or a default under, the acceleration of any obligations or the creation of a lien, pledge, security interest or other encumbrance on the assets of Parent or any of its Subsidiaries constitute (with or without notice, due notice or lapse of time or both) pursuant toa default (or give rise to any right of termination, amendment, cancellation or acceleration) under, any Contracts binding upon Parent of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which the Representing Party 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 Representing Party, any of its Subsidiaries or any lawof their properties or assets, ordinanceexcluding from the foregoing clauses (ii), regulation, decree or order of any governmental body or authority to which Parent or any of its Subsidiaries is subject or governmental or non-governmental permit or license to which Parent or any of its Subsidiaries is subject or (iii) any change in the rights and (iv) such filings, permits, authorizations, consents, approvals, violations, breaches or obligations of any party under any of the Contracts, except, in the case of clause (ii) or (iii) above, for any breach, violation, default, acceleration, creation or change thatdefaults which are not, individually or in the aggregate, would not reasonably likely to have a Material Adverse Effect on Parent the Representing Party or prevent, materially prevent or substantially delay or materially impair the ability consummation of Parent or Merger Sub to consummate the transactions contemplated by this Agreementhereby.

CORPORATE AUTHORITY RELATIVE TO THIS AGREEMENT. No ViolationNO VIOLATION. (a) Each of Parent and Merger Sub The Buyer has full corporate all requisite limited liability company power and authority to enter into this Agreement and, subject and to receipt of Parent Shareholder Approval (as defined in Section 5.3), to carry out its obligations hereunderconsummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Boards managing member of Directors of Parent the Buyer and Merger Sub and by Parent as sole stockholder of Merger Sub and, except for Parent Shareholder Approval, no other corporate or stockholder proceedings on the part of Parent or Merger Sub the Buyer are necessary to authorize this Agreement, the issuance consummation of the Parent Common Stock and the other transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub the Buyer and, assuming this Agreement has been duly constitutes the valid and validly executed and delivered by binding agreement of the other parties hereto, and subject to the Parent Shareholder ApprovalCompany, this Agreement constitutes the valid and binding agreements agreement of Parent and Merger Subthe Buyer, enforceable against each of them the Buyer in accordance with its terms (except insofar as enforceability may be limited by applicable terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or and other similar laws relating to or affecting creditors' rights generally, general equitable principles (whether considered in a proceeding in equity or by principles governing the availability at law) and any implied covenant of equitable remedies). good faith and fair dealing. (b) Other than in connection with or in compliance with the provisions Regulatory Approvals set forth on SECTION 5.2(b) of the CGCL, the Securities Act, the Exchange Act, the HSR Act, any non-United States competition, antitrust and investments laws and the securities or blue sky laws of the various states and other jurisdictions, and, other than the filing of this Agreement and a duly executed officers' certificate by each of the Company and the Merger Sub with the California Secretary of State and any necessary state filings to maintain the good standing or qualification of the Surviving Corporation (collectively, the "Parent Required Approvals")Buyer Disclosure Letter, no authorization, consent or approval of, or filing with, any governmental body or authority Governmental Entity is necessary on the part of Parent or Merger Sub for the consummation by Parent or Merger Sub the Buyer of the transactions contemplated by this Agreement, except for such authorizations, consents, approvals or filings, the failure to obtain or make which would not in the aggregate have a Material Adverse Effect on Parent or Merger Sub; provided that Parent makes no representation with respect to such of the foregoing as are required by reason or facts specifically pertaining to Company or any of its Subsidiaries. (bc) The execution, execution and delivery and performance by the Buyer of this Agreement by Parent and Merger Sub do does not, and the consummation by Parent and Merger Sub of the Merger and the other transactions contemplated hereby and compliance with the provisions hereof will not, constitute or result in not (i) a breach or result in any violation of, or a default under, the charter or by laws of Parent and Merger Sub or the comparable governing instruments of any of Parent's Subsidiaries, (ii) a breach or violation of, or a default under, the acceleration of any obligations or the creation of a lien, pledge, security interest or other encumbrance on the assets of Parent or any of its Subsidiaries (with or without notice, notice or lapse of time time, or both) pursuant tounder, require consent under, or give rise to a right of termination, cancellation or acceleration of any Contracts 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 the Buyer or any of its Subsidiaries or any law, ordinance, regulation, decree or order result in the creation of any governmental body Lien upon any of the properties or authority to which Parent assets of the Buyer or any of its Subsidiaries, (ii) conflict with or result in any violation of any provision of the certificate of incorporation or by-laws or other equivalent organizational document, in each case as amended, of the Buyer or any of its Subsidiaries is subject or governmental or non-governmental permit or license to which Parent or any of its Subsidiaries is subject or (iii) conflict with or violate any change in the rights or obligations of any party under any of the Contracts, except, in the case of clause (ii) or (iii) above, for any breach, violation, default, acceleration, creation or change that, individually or in the aggregate, would not have a Material Adverse Effect on Parent or prevent, materially delay or materially impair the ability of Parent or Merger Sub to consummate the transactions contemplated by this Agreementapplicable Laws.

CORPORATE AUTHORITY RELATIVE TO THIS AGREEMENT. No ViolationNO VIOLATION. (a) Each of Parent and Merger Sub has full all corporate or limited liability company requisite power and authority to enter into this Agreement and, subject and to receipt of Parent Shareholder Approval (as defined in Section 5.3), to carry out its obligations hereunderconsummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Boards Board of Managers of Parent and the Board of Directors of Parent and Merger Sub and by Parent as sole stockholder of Merger Sub and, except for Parent Shareholder Approval, no other corporate or stockholder limited liability company proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement, the issuance consummation of the Parent Common Stock and the other transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and, assuming this Agreement has been duly constitutes the valid and validly executed and delivered by binding agreement of the other parties hereto, and subject to the Parent Shareholder ApprovalCompany, this Agreement constitutes the valid and binding agreements agreement of Parent and Merger Sub, enforceable against each of them Parent and Merger Sub in accordance with its terms (except insofar as enforceability may be limited by applicable terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or similar laws affecting creditors' rights generally, general equitable principles (whether considered in a proceeding in equity or by principles governing the availability at Law) and any implied covenant of equitable remedies). good faith and fair dealing. (b) Other than in connection with or in compliance with (i) the provisions of the CGCLCBCA, the Securities Act, (ii) the Exchange Act, (iii) the HSR Act, (iv) the ECMR and any non-United States competitionother antitrust, antitrust and investments laws and the securities competition or blue sky similar laws of any foreign jurisdiction and (v) the various states and other jurisdictions, and, other than the filing of this Agreement and a duly executed officers' certificate by each approvals set forth on Section 4.2(b) of the Company and the Merger Sub with the California Secretary of State and any necessary state filings to maintain the good standing or qualification of the Surviving Corporation Parent Disclosure Letter (collectively, the "Parent Required ApprovalsPARENT APPROVALS"), no authorization, consent or approval of, or filing with, any governmental body or authority Governmental Entity is necessary on the part of Parent or Merger Sub for the consummation by Parent or Merger Sub of the transactions contemplated by this Agreement, except for such authorizations, consents, approvals or filings, the failure to obtain that, if not obtained or make which made, would not have, individually or in the aggregate have aggregate, a Parent Material Adverse Effect on Parent or Merger Sub; provided that Parent makes no representation with respect to such of the foregoing as are required by reason or facts specifically pertaining to Company or any of its SubsidiariesEffect. (bc) The execution, execution and delivery and performance of this Agreement by Parent and Merger Sub do not, and the consummation by Parent and Merger Sub of the Merger this Agreement does not, and the other consummation of the transactions contemplated hereby and compliance with the provisions hereof will not, constitute or result in not (i) a breach or result in any violation of, or a default under, the charter or by laws of Parent and Merger Sub or the comparable governing instruments of any of Parent's Subsidiaries, (ii) a breach or violation of, or a default under, the acceleration of any obligations or the creation of a lien, pledge, security interest or other encumbrance on the assets of Parent or any of its Subsidiaries (with or without notice, notice or lapse of time time, or both) pursuant tounder, require consent under, or give rise to a right of termination, cancellation or acceleration of any Contracts 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 any law, ordinance, regulation, decree or order result in the creation of any governmental body Lien upon any of the properties or authority to which assets of Parent or any of its Subsidiaries, (ii) conflict with or result in any violation of any provision of the certificate of incorporation or by-laws or other equivalent organizational document, in each case as amended, of Parent or any of its Subsidiaries is subject or governmental or non-governmental permit or license to which Parent or any of its Subsidiaries is subject or (iii) conflict with or violate any change in the rights or obligations of any party under any of the Contractsapplicable Laws, exceptother than, in the case of clause clauses (iii) or and (iii) above), for any breachsuch violation, violationconflict, default, termination, cancellation, acceleration, creation right, loss or change thatLien that would not have, individually or in the aggregate, would not have a Parent Material Adverse Effect on Parent or prevent, materially delay or materially impair the ability of Parent or Merger Sub to consummate the transactions contemplated by this AgreementEffect.

CORPORATE AUTHORITY RELATIVE TO THIS AGREEMENT. No Violation. (a) Each of the Parent and Merger Sub Restructuring Entities has full the requisite corporate or similar power and authority to enter into execute and deliver this Agreement andand to consummate the transactions contemplated hereby, subject to receipt of Parent Shareholder Approval (as defined in Section 5.3)including the Teton Merger, to carry out its obligations hereunderthe Financing and the Restructuring. The execution execution, delivery and delivery performance by the Parent Restructuring Entities of this Agreement and the consummation by each of them of the transactions contemplated hereby hereby, including the Teton Merger, the Financing and the Restructuring, have been duly and validly authorized by the Boards Parent Board, the Board of Directors of Parent and Teton Merger Sub and the equivalent governing body of each of the other Parent Restructuring Entities, except, in the case of the Teton Merger, for the adoption of this Agreement by Parent Parent, as the sole stockholder of Teton Merger Sub and, except for Parent Shareholder Approval(which such adoption shall occur immediately following the execution of this Agreement) and the filing of the Teton Certificate of Merger with the Secretary of State of the State of Delaware, no other corporate action or stockholder proceedings on the part of any of the Parent Restructuring Entities, or Merger Sub are other vote of any of the equityholders of any of the Parent Restructuring Entities, is necessary to authorize the execution and delivery by the Parent Restructuring Entities of this Agreement, Agreement or the issuance consummation of the Parent Common Stock and the other transactions contemplated hereby, including the Teton Merger, the Financing and the Restructuring. This Agreement has been duly and validly executed and delivered by the Parent and Merger Sub Restructuring Entities and, assuming this Agreement has been duly constitutes the legal, valid and validly executed and delivered by binding agreement of the other parties hereto, and subject to the Parent Shareholder ApprovalCompany, this Agreement constitutes the legal, valid and binding agreements agreement of the Parent Restructuring Entities and Merger Sub, is enforceable against each of them the Parent Restructuring Entities in accordance with its terms (terms, except insofar as enforceability such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally, or by principles governing subject to the availability of equitable remedies). Other than in connection with or in compliance with the provisions of the CGCL, the Securities Act, the Exchange Act, the HSR Act, any non-United States competition, antitrust and investments laws and the securities or blue sky laws of the various states and other jurisdictions, and, other than the filing of this Agreement and a duly executed officers' certificate by each of the Company and the Merger Sub with the California Secretary of State and any necessary state filings to maintain the good standing or qualification of the Surviving Corporation (collectively, the "Parent Required Approvals"), no authorization, consent or approval of, or filing with, any governmental body or authority is necessary on the part of Parent or Merger Sub for the consummation by Parent or Merger Sub of the transactions contemplated by this Agreement, except for such authorizations, consents, approvals or filings, the failure to obtain or make which would not in the aggregate have a Material Adverse Effect on Parent or Merger Sub; provided that Parent makes no representation with respect to such of the foregoing as are required by reason or facts specifically pertaining to Company or any of its SubsidiariesEnforceability Exceptions. (b) The Parent Board has approved the execution, delivery and performance of this Agreement by Parent and Merger Sub do not, and the consummation by Parent of the transactions contemplated hereby, including the Teton Merger, the Financing and the Restructuring. (c) The Board of Directors of Teton Merger Sub of the Merger and the other transactions contemplated hereby will not, constitute or result in has (i) a breach or violation of, or a default under, the charter or by laws of Parent and Merger Sub or the comparable governing instruments of any of Parent's Subsidiaries, (ii) a breach or violation of, or a default under, the acceleration of any obligations or the creation of a lien, pledge, security interest or other encumbrance on the assets of Parent or any of its Subsidiaries (with or without notice, lapse of time or both) pursuant to, any Contracts binding upon Parent or any of its Subsidiaries or any law, ordinance, regulation, decree or order of any governmental body or authority to which Parent or any of its Subsidiaries is subject or governmental or non-governmental permit or license to which Parent or any of its Subsidiaries is subject or (iii) any change in the rights or obligations of any party under any of the Contracts, except, in the case of clause (ii) or (iii) above, for any breach, violation, default, acceleration, creation or change that, individually or in the aggregate, would not have a Material Adverse Effect on Parent or prevent, materially delay or materially impair the ability of Parent or Merger Sub to consummate determined that the transactions contemplated by this Agreement, including the Teton Merger, are advisable, fair to and in the best interests of Teton Merger Sub and its sole stockholder, (ii) approved the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, including the Teton Merger, the Financing and the Restructuring and (iii) resolved to recommend that the sole stockholder of Teton Merger Sub adopt this Agreement.

CORPORATE AUTHORITY RELATIVE TO THIS AGREEMENT. No ViolationNO VIOLATION. (a) Each of Parent and Merger Sub The Company has full the corporate power and authority to enter into this Agreement and, subject to receipt of Parent Shareholder Approval (as defined in Section 5.3), and to carry out its obligations hereunder. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Boards Board of Directors of Parent and Merger Sub and by Parent as sole stockholder of Merger Sub the Company and, except for Parent Shareholder Approvalobtaining the requisite approval of the stockholders of the Company (the "COMPANY STOCKHOLDER APPROVAL"), as contemplated in SECTION 5.1 and the filing of the Certificate of Merger, no other corporate or stockholder proceedings on the part of Parent or Merger Sub the Company are necessary to authorize this Agreement, the issuance consummation of the Parent Common Stock and the other transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub the Company and, assuming this Agreement constitutes a valid and binding agreement of PCA, constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except as may be limited by (i) bankruptcy laws and other similar laws affecting creditor's rights generally and (ii) general principles of equity. (b) Each of PCA and Merger Sub has the corporate power and authority to enter into this Agreement and to carry out its respective obligations hereunder. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Boards of Directors of PCA and Merger Sub, and other than the obtaining the requisite approval of the stockholders of Merger Sub through action by written consent (the "MERGER SUB STOCKHOLDER APPROVAL") and the filing of the Certificate of Merger no other corporate proceedings on the part of PCA and Merger Sub are necessary to authorize the consummation of the transactions contemplated hereby. The Boards of Directors of PCA and Merger Sub have taken all appropriate action so that Section 203 of Delaware Law will not be applicable to the Company or to PCA for any purpose. This Agreement has been duly and validly executed and delivered by the other parties heretoPCA and Merger Sub and, and subject to the Parent Shareholder Approval, assuming this Agreement constitutes the a valid and binding agreements agreement of Parent the Company, constitutes a valid and binding agreement of PCA and Merger Sub, enforceable against each of them PCA and Merger Sub in accordance with its terms (terms, except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or (i) bankruptcy laws and other similar laws affecting creditors' creditor's rights generallygenerally and (ii) general principles of equity. (c) Except as may be required under, or by principles governing the availability of equitable remedies). Other than in connection with or in compliance with the provisions of the CGCLand other applicable requirements of, the Securities Act, the Securities Exchange ActAct of 1934, the HSR Actas amended, any non-United States competition, antitrust and investments laws and the rules and regulations promulgated thereunder (the "EXCHANGE ACT"), state securities or blue sky laws laws, and the rules and regulations of the various states Nasdaq, and other jurisdictions, and, other than the filing of the Certificate of Merger under Delaware Law, none of the execution, delivery or performance of this Agreement and a duly executed officers' certificate by each the Representing Party, the consummation by the Representing Party of the Company and transactions contemplated hereby or compliance by the Merger Sub Representing Party with the California Secretary of State and any necessary state filings to maintain the good standing or qualification of the Surviving Corporation provisions hereof will (collectivelyi) conflict with or result in any breach of any provision of the certificate of incorporation, bylaws or similar organizational documents of the "Parent Required Approvals")Representing Party or any of its Subsidiaries, no (ii) require any filing with, or permit, authorization, consent or approval of, any federal, regional, state or filing withlocal court, any arbitrator, tribunal, administrative agency or commission or other governmental body or other regulatory authority is necessary on the part of Parent or Merger Sub for the consummation by Parent agency, whether U.S. or Merger Sub of the transactions contemplated by this Agreementforeign (a "GOVERNMENTAL ENTITY"), except for such authorizations, consents, approvals or filings, the failure to obtain or make which would not in the aggregate have a Material Adverse Effect on Parent or Merger Sub; provided that Parent makes no representation with respect to such of the foregoing as are required by reason or facts specifically pertaining to Company or any of its Subsidiaries. (biii) The execution, delivery and performance of this Agreement by Parent and Merger Sub do not, and the consummation by Parent and Merger Sub of the Merger and the other transactions contemplated hereby will not, constitute or result in (i) a violation or breach or violation of, or a default under, the charter or by laws of Parent and Merger Sub or the comparable governing instruments of any of Parent's Subsidiaries, (ii) a breach or violation of, or a default under, the acceleration of any obligations or the creation of a lien, pledge, security interest or other encumbrance on the assets of Parent or any of its Subsidiaries constitute (with or without notice, due notice or lapse of time or both) pursuant toa default (or give rise to any right of termination, amendment, cancellation or acceleration) under, any Contracts binding upon Parent of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which the Representing Party 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 ("LAW") applicable to the Representing Party, any of its Subsidiaries or any lawof their properties or assets, ordinanceexcluding from the foregoing clauses (ii), regulation, decree or order of any governmental body or authority to which Parent or any of its Subsidiaries is subject or governmental or non-governmental permit or license to which Parent or any of its Subsidiaries is subject or (iii) any change in the rights and (iv) such filings, permits, authorizations, consents, approvals, violations, breaches or obligations of any party under any of the Contracts, except, in the case of clause (ii) or (iii) above, for any breach, violation, default, acceleration, creation or change thatdefaults which are not, individually or in the aggregate, would not reasonably likely to have a Material Adverse Effect on Parent the Representing Party or prevent, materially prevent or substantially delay or materially impair the ability consummation of Parent or Merger Sub to consummate the transactions contemplated by this Agreementhereby.

CORPORATE AUTHORITY RELATIVE TO THIS AGREEMENT. No Violation. (a) Each of Parent and Merger Sub The Company has full the requisite corporate power and authority to enter into, deliver and perform its obligations under this Agreement and the other Transaction Documents to which it is a party, and to consummate the transactions contemplated hereby or thereby and, except for the Company Stockholder Approval, the foregoing has been duly and validly authorized by all necessary corporate actions on the part of the Company. The Board of Directors of the Company at a duly held meeting has unanimously (i) determined that it is fair and in the best interests of the Company and the Company Stockholders, and declared it advisable, to enter into this Agreement andand the other Transaction Documents to which it is a party, subject to receipt of Parent Shareholder Approval (as defined in Section 5.3)ii) approved this Agreement, to carry out its obligations hereunder. The execution the execution, delivery and delivery performance of this Agreement and the other Transaction Documents to which it is a party, and the consummation of the transactions contemplated hereby have or thereby, including the Merger, and (iii) resolved to recommend that the Company Stockholders vote to adopt this Agreement (the “Recommendation”), which Recommendation has not been duly withdrawn, rescinded or modified in any way as of the date hereof and validly authorized by directed that such matter be submitted for consideration of the Boards Company Stockholders at the Company Meeting. Except for the Company Stockholder Approval and the filing of Directors 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 approve, adopt or authorize this Agreement or any other Transaction Documents to which it is a party or the consummation of the transactions contemplated hereby, including the Merger, or thereby. (b) Subject to the accuracy of the representations and warranties of Parent and Merger Sub and by Parent as sole stockholder of Merger Sub and, except for Parent Shareholder Approval, no other corporate or stockholder proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreementset forth in Section 4.9, the issuance affirmative vote of holders of a majority of the Parent outstanding shares of Company Common Stock is the only vote of holders of the Company Securities or Company Subsidiary Securities required to adopt this Agreement (the “Company Stockholder Approval”). (c) This Agreement has been, and the other transactions contemplated hereby. This Agreement has been duly and validly Transaction Documents to which it is a party when executed and delivered by Parent and Merger Sub andwill be, assuming this Agreement has been duly and validly executed and delivered by the other parties heretoCompany and, and subject to the Parent Shareholder Approval, assuming this Agreement constitutes and the other Transaction Documents to which it is a party constitute the valid and binding agreements agreement of Parent and Merger Sub, constitute the valid and binding agreement of the Company, enforceable against each of them the Company in accordance with its terms (terms, except insofar as enforceability that such enforcement may be limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting Laws relating to creditors' ’ rights generally, or by generally and to general equitable principles governing the availability of equitable remedies). Other than in connection with or in compliance with the provisions of the CGCL, the Securities Act, the Exchange Act, the HSR Act, any non-United States competition, antitrust and investments laws and the securities or blue sky laws of the various states and other jurisdictions, and, other than the filing of this Agreement and a duly executed officers' certificate by each of the Company and the Merger Sub with the California Secretary of State and any necessary state filings to maintain the good standing or qualification of the Surviving Corporation (collectively, the "Parent Required Approvals"“Enforceability Limitations”), no authorization, consent or approval of, or filing with, any governmental body or authority is necessary on the part of Parent or Merger Sub for the consummation by Parent or Merger Sub of the transactions contemplated by this Agreement, except for such authorizations, consents, approvals or filings, the failure to obtain or make which would not in the aggregate have a Material Adverse Effect on Parent or Merger Sub; provided that Parent makes no representation with respect to such of the foregoing as are required by reason or facts specifically pertaining to Company or any of its Subsidiaries. (b) The execution, delivery and performance of this Agreement by Parent and Merger Sub do not, and the consummation by Parent and Merger Sub of the Merger and the other transactions contemplated hereby will not, constitute or result in (i) a breach or violation of, or a default under, the charter or by laws of Parent and Merger Sub or the comparable governing instruments of any of Parent's Subsidiaries, (ii) a breach or violation of, or a default under, the acceleration of any obligations or the creation of a lien, pledge, security interest or other encumbrance on the assets of Parent or any of its Subsidiaries (with or without notice, lapse of time or both) pursuant to, any Contracts binding upon Parent or any of its Subsidiaries or any law, ordinance, regulation, decree or order of any governmental body or authority to which Parent or any of its Subsidiaries is subject or governmental or non-governmental permit or license to which Parent or any of its Subsidiaries is subject or (iii) any change in the rights or obligations of any party under any of the Contracts, except, in the case of clause (ii) or (iii) above, for any breach, violation, default, acceleration, creation or change that, individually or in the aggregate, would not have a Material Adverse Effect on Parent or prevent, materially delay or materially impair the ability of Parent or Merger Sub to consummate the transactions contemplated by this Agreement.

CORPORATE AUTHORITY RELATIVE TO THIS AGREEMENT. No Violation. (a) NO VIOLATION; NO ----------------------------------------------------------------------------- CONFLICT. Each of Parent Falcon and Merger Sub has full the corporate power and authority --------- necessary to enter into this Agreement and, subject to receipt of Parent Shareholder Approval (as defined in Section 5.3), and to carry out its obligations hereunder. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Boards of Directors of Parent Falcon and Merger Sub and by Parent as sole stockholder of Merger Sub and, except for Parent Shareholder Approval, no other corporate or stockholder proceedings on the part of Parent Falcon or Merger Sub are necessary to authorize this Agreement, the issuance of the Parent Common Stock Agreement and the other transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent Falcon and Merger Sub and, assuming this Agreement has been duly constitutes a valid and validly executed and delivered by binding Agreement of the other parties hereto, and subject to the Parent Shareholder Approval, this Agreement constitutes the a valid and binding agreements agreement of Parent Falcon and Merger Sub, enforceable against each of them in accordance with its terms (except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar other laws affecting creditors' rights generally, or by principles governing the availability of equitable remedies). Other than in connection with or in compliance with the provisions of the CGCL, the Securities ActDGCL, the Exchange Act, and the HSR Act, any non-United States competition, antitrust and investments laws and the securities or blue sky laws of the various states and other jurisdictions, and, other than the filing of this Agreement and a duly executed officers' certificate by each of the Company and the Merger Sub with the California Secretary of State and any necessary state filings to maintain the good standing or qualification of the Surviving Corporation Act (collectively, the "Parent Falcon Required Approvals"), no authorization, consent or approval of, or filing by Falcon or Sub with, any governmental body or authority or other person is necessary on for the part execution and delivery of Parent this Agreement or Merger Sub for the consummation by Parent Falcon or Merger Sub of the transactions contemplated hereby except where the failure to obtain such authorizations, consents or approvals or make such filing is not reasonably likely to have a Material Adverse Effect on Falcon. Neither the execution and delivery of this Agreement by Falcon and Sub nor the consummation by Falcon and Sub of the transactions contemplated by this AgreementAgreement will (a) 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, except for such authorizationsor constitute a default (or an event which, consents, approvals or filingswith the giving of notice, the failure 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 obtain terminate, accelerate or make which would not modify, or result in the aggregate have a Material Adverse Effect on Parent creation of any lien, security interest, charge or Merger Sub; provided that Parent makes no representation with respect to such encumbrance upon any of the foregoing as are required properties or assets of Falcon or Sub or any 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 which Falcon or Sub or any of its 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 assets of any of them; or (d) give any governmental body or authority the right to revoke, withdraw, suspend, cancel, terminate or modify any governmental authorization held by reason or facts specifically pertaining to Company Falcon or any of its Subsidiaries. (b) The execution, delivery and performance of this Agreement by Parent and Merger Sub do except as would not, and the consummation by Parent and Merger Sub of the Merger and the other transactions contemplated hereby will not, constitute or result in (i) a breach or violation of, or a default under, the charter or by laws of Parent and Merger Sub or the comparable governing instruments of any of Parent's Subsidiaries, (ii) a breach or violation of, or a default under, the acceleration of any obligations or the creation of a lien, pledge, security interest or other encumbrance on the assets of Parent or any of its Subsidiaries (with or without notice, lapse of time or both) pursuant to, any Contracts binding upon Parent or any of its Subsidiaries or any law, ordinance, regulation, decree or order of any governmental body or authority to which Parent or any of its Subsidiaries is subject or governmental or non-governmental permit or license to which Parent or any of its Subsidiaries is subject or (iii) any change in the rights or obligations of any party under any of the Contracts, except, in the case of clause (ii) or (iii) above, for any breach, violation, default, acceleration, creation or change that, individually or in the aggregate, would not have a Material Adverse Effect on Parent or prevent, materially delay or materially impair the ability of Parent or Merger Sub to consummate the transactions contemplated by this AgreementFalcon.

CORPORATE AUTHORITY RELATIVE TO THIS AGREEMENT. No ViolationNO VIOLATION. (a) Each of Parent and Merger Sub has full requisite corporate or limited liability company power and authority to enter into this Agreement andand the Written Consent and Voting Agreement and to consummate the transactions contemplated hereby, subject to receipt of Parent Shareholder Approval (as defined in Section 5.3), to carry out its obligations hereunderincluding the Merger. The execution and delivery 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 Boards of Directors of Parent and Merger Sub and by Parent as sole stockholder of Merger Sub and, except for Parent Shareholder Approvalthe filing of the Certificate of Merger with the Secretary of State of Delaware, no other corporate or stockholder proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement, the issuance consummation of the Parent Common Stock and the other transactions contemplated herebyhereby and thereby. This Agreement has and the Written Consent and Voting Agreement have been duly and validly executed and delivered by Parent and Merger Sub and, assuming this Agreement has been duly and validly executed the Written Consent and delivered by Voting Agreement constitute valid and binding agreements of the other parties hereto, and subject to the Parent Shareholder Approvalhereto or thereto, this Agreement constitutes and the Written Consent and Voting Agreement constitute valid and binding agreements of Parent and Merger Sub, enforceable against each of them Parent and Merger Sub in accordance with its their terms (except insofar as to the extent that enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium reorganization or similar laws other Laws affecting the enforcement of creditors' rights generally, generally or by principles governing the availability of equitable remedies). . (b) Other than in connection with or in compliance with (i) the provisions of the CGCLDGCL, the Securities Act, (ii) the Exchange Act, (iii) the HSR Act, Act and (iv) any applicable non-United States U.S. competition, antitrust and investments investment laws and the securities or blue sky laws of the various states and other jurisdictions, and, other than the filing of this Agreement and a duly executed officers' certificate by each of the Company and the Merger Sub with the California Secretary of State and any necessary state filings to maintain the good standing or qualification of the Surviving Corporation (collectively, the "Parent Required ApprovalsPARENT APPROVALS"), no authorization, consent or approval of, or filing with, any governmental body or authority Governmental Entity is necessary on the part of Parent or Merger Sub for the consummation by Parent or Merger Sub of the transactions contemplated by this Agreement and the Written Consent and Voting Agreement, except for such authorizations, consents, approvals or filings, the failure to obtain that, if not obtained or make which made, would not in reasonably be expected to significantly impair or delay the aggregate have a Material Adverse Effect on Parent or Merger Sub; provided that Parent makes no representation with respect to such consummation of the foregoing as are required by reason or facts specifically pertaining to Company or any of its Subsidiariestransactions contemplated hereby and thereby. (bc) The executionSubject to the receipt of the Parent Approvals, the execution and delivery and performance of this Agreement by Parent and Merger Sub of this Agreement and the Written Consent and Voting Agreement do not, and the consummation by Parent and Merger Sub of the Merger and the other transactions contemplated hereby and thereby and compliance with the provisions hereof will not, constitute or result in not (i) a breach or result in any violation of, or a default under, the charter or by laws of Parent and Merger Sub or the comparable governing instruments of any of Parent's Subsidiaries, (ii) a breach or violation of, or a default under, the acceleration of any obligations or the creation of a lien, pledge, security interest or other encumbrance on the assets of Parent or any of its Subsidiaries (with or without notice, notice or lapse of time time, or both) pursuant tounder, or give rise to a right of termination, cancellation or acceleration of any Contracts 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 any law, ordinance, regulation, decree or order result in the creation of any governmental body Lien upon any of the properties or authority to which assets of Parent or any of its Subsidiaries is subject Subsidiaries, (ii) conflict with or governmental result in any violation of any provision of the certificate of incorporation or nonby-governmental permit laws or license to which other equivalent organizational document, in each case as amended, of Parent or any of its Subsidiaries is subject or Subsidiaries, (iii) conflict with or violate any change in the rights or obligations of any party under Laws applicable to Parent, any of the Contractsits Subsidiaries or any of their respective properties or assets, exceptother than, in the case of clause clauses (iii) or and (iii) above), for any breachsuch violation, violationconflict, default, accelerationright, creation loss or change Lien that, individually or in the aggregatehas not, and would not have a Material Adverse Effect on Parent reasonably be expected to, significantly impair or prevent, materially delay or materially impair the ability consummation of Parent or Merger Sub to consummate the transactions contemplated by this Agreementhereby and thereby.

CORPORATE AUTHORITY RELATIVE TO THIS AGREEMENT. No Violation. (a) Each of Parent and Merger Sub . The Company has full the corporate power and authority to enter into this Agreement and, subject to receipt of Parent Shareholder Approval (as defined in Section 5.3), and to carry out its obligations hereunder. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by the Boards Board of Directors of Parent and Merger Sub the Company and by Parent as sole stockholder the holders of Merger Sub and, except for Parent Shareholder Approval, no the outstanding shares of Company Common Stock. No other corporate or stockholder proceedings on the part of Parent or Merger Sub the Company are necessary to authorize this Agreement, the issuance of the Parent Common Stock Agreement and the other 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 Parent and Merger Sub the Company and, assuming this Agreement Agreement, has been duly and validly executed and delivered by the other parties hereto, hereto and subject to the Parent Shareholder Approval, this Agreement constitutes the valid and binding agreements agreement of Parent and Merger Subthe Company, enforceable against each of them the Company in accordance with its terms (except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally, or by principles governing the availability of equitable remedies). Other than in connection with or in compliance with the provisions of the CGCL, the Securities Act, the Exchange Act, the HSR Act, any non-United States competition, antitrust and investments laws and the securities or blue sky laws of the various states and other jurisdictions, and, other than the filing of this Agreement and a duly executed officers' certificate by each the Certificate of the Company and the Merger Sub with the California Delaware Secretary of State and any necessary state filings to maintain the good standing or qualification of the Surviving Corporation (collectively, the "Parent Company Required Approvals"), no authorization, consent or approval of, or filing with, any governmental body or authority is necessary on the part of Parent or Merger Sub for the consummation by Parent or Merger Sub the Company of the transactions contemplated by this Agreement, Agreement except for such authorizations, consents, approvals or filings, the failure to obtain or make which would not not, in the aggregate aggregate, have a Material Adverse Effect on Parent or Merger Subthe Company; provided that Parent the Company makes no representation with respect to such of the foregoing as are required by reason or of facts specifically pertaining to Company or Parent as any of its Subsidiaries. (ba) The execution, delivery and performance of this Agreement by Parent and Merger Sub the Company do not, and the consummation by Parent and Merger Sub the Company of the Merger and the other transactions contemplated hereby will not, constitute or result in (iA) a breach or violation of, or a default under, the charter or by by-laws of Parent and Merger Sub the Company or the comparable governing instruments of any of Parent's its Subsidiaries, (iiB) a breach or violation of, or a default under, the acceleration of any obligations or the creation of a lien, pledge, security interest or other encumbrance on the assets of Parent the Company or any of its Subsidiaries (with or without notice, lapse of time or both) pursuant to, any Contracts agreement, lease, contract, note, mortgage, indenture, arrangement or other obligation ("Contracts") binding upon Parent the Company or any of its Subsidiaries or any law, ordinance, regulation, decree or order of any governmental body or authority to which Parent or any of its Subsidiaries is subject or governmental or non-governmental permit or license to which Parent the Company or any of its Subsidiaries is subject or (iiiC) any change in the rights or obligations of any party under any of the Contracts, except, in the case of clause (iiB) or (iiiC) above, for any breach, violation, default, acceleration, creation or NY/286183.2 change that, individually or in the aggregate, would is not reasonably likely to have a Material Adverse Effect on Parent the Company or prevent, materially delay or materially impair the ability of Parent or Merger Sub the Company to consummate the transactions contemplated by this Agreement.

CORPORATE AUTHORITY RELATIVE TO THIS AGREEMENT. No Violation.. ------------------------------------------------------------ (a) Each of Parent and Merger Sub has full the corporate power and authority to enter into this Agreement and, subject to receipt of Parent Shareholder Approval (as defined in Section 5.3), and to carry out its obligations hereunder. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Boards of Directors of Parent and Merger Sub by all necessary corporate action, and by Parent as sole stockholder of Merger Sub and, except for Parent Shareholder Approval, no other corporate or stockholder proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement, the issuance consummation of the Parent Common Stock and the other transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and, assuming this Agreement has been duly constitutes a valid and validly executed and delivered by binding agreement of the other parties hereto, and subject to the Parent Shareholder Approval, this Agreement constitutes the a valid and binding agreements agreement of Parent and Merger Sub, enforceable against each of them Parent and Merger Sub in accordance with its terms terms. (except insofar as enforceability may be limited by applicable bankruptcyb) Neither Parent nor Merger Sub is subject to or obligated under any charter, insolvencyby-law or contract provision or any license, reorganization, moratorium franchise or similar laws affecting creditors' rights generallypermit, or subject to any order or decree, which, by principles governing its terms, would be 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 availability of equitable remedies)transactions contemplated by this Agreement, except for any breaches or violations which would not, individually or in the aggregate, have a Material Adverse Effect on Parent. Other than in connection with or in compliance with (i) the provisions of the CGCLDGCL, (ii) the Securities - -- Act, (iii) the Exchange Act, (iv) the HSR 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 non-other applicable laws, rules, regulations, practices and orders of any state insurance regulatory authority, (vii) any applicable United States competition, antitrust --- and investments laws and laws, (viii) the securities or blue sky laws of the various ---- states and other jurisdictions, and, other than (ix) the filing of this Agreement and a duly executed officers' certificate by each of the Company and the Merger Sub with the California Secretary of State and any necessary state filings to maintain the good standing or qualification of the Surviving Corporation Nebraska Shareholder Protection Act (collectively, the -- "Parent Required Approvals"), no authorization, consent or approval of, or ------------------------- filing with, any governmental body or authority is necessary on the part of Parent or Merger Sub for the consummation by Parent or Merger Sub of the transactions contemplated by this Agreement, except for such authorizations, consents, approvals or filings, the failure to obtain or make which would not not, individually or in the aggregate aggregate, have a Material Adverse Effect on Parent or Merger Sub; provided that Parent makes no representation with respect to such substantially impair or delay the consummation of the foregoing as are required by reason or facts specifically pertaining to Company or any of its Subsidiaries. (b) The execution, delivery and performance of this Agreement by Parent and Merger Sub do not, and the consummation by Parent and Merger Sub of the Merger and the other transactions contemplated hereby will not, constitute or result in (i) a breach or violation of, or a default under, the charter or by laws of Parent and Merger Sub or the comparable governing instruments of any of Parent's Subsidiaries, (ii) a breach or violation of, or a default under, the acceleration of any obligations or the creation of a lien, pledge, security interest or other encumbrance on the assets of Parent or any of its Subsidiaries (with or without notice, lapse of time or both) pursuant to, any Contracts binding upon Parent or any of its Subsidiaries or any law, ordinance, regulation, decree or order of any governmental body or authority to which Parent or any of its Subsidiaries is subject or governmental or non-governmental permit or license to which Parent or any of its Subsidiaries is subject or (iii) any change in the rights or obligations of any party under any of the Contracts, except, in the case of clause (ii) or (iii) above, for any breach, violation, default, acceleration, creation or change that, individually or in the aggregate, would not have a Material Adverse Effect on Parent or prevent, materially delay or materially impair the ability of Parent or Merger Sub to consummate the transactions contemplated by this Agreementthereby.

CORPORATE AUTHORITY RELATIVE TO THIS AGREEMENT. No Violation. (a) NO VIOLATION. Each of Parent and Merger Sub has full the corporate power and authority to enter into this Agreement, the Registration Rights Agreement dated the date hereof between Parent and the Voting Stockholders (the "REGISTRATION RIGHTS AGREEMENT" and, subject to receipt of Parent Shareholder Approval (as defined in Section 5.3)together with the Fund Voting Agreement, the "ANCILLARY AGREEMENTS") and the Fund Voting Agreement and to carry out its obligations hereunderhereunder and thereunder. The execution and delivery of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by the Boards of Directors of Parent and Merger Sub and by Parent as sole stockholder of Merger Sub and, except for the approval of the issuance of shares of Parent Shareholder ApprovalCommon Stock in the Merger by the holders of a majority of the outstanding shares of Parent Common Stock actually present and voting at the Parent Special Meeting, no other corporate or stockholder proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement, the Ancillary Agreements, the issuance of the Parent Common Stock and the other transactions contemplated hereby. The Board of Directors of each of Parent and Merger Sub 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 and the Ancillary Agreements have been duly and validly executed and delivered by Parent and Merger Sub and, assuming this Agreement has and the Ancillary Agreements have been duly and validly executed and delivered by the other parties hereto, and subject to the Parent Shareholder ApprovalStockholder Approval (as defined in Section 5.3 hereof), this Agreement constitutes and the Ancillary Agreements constitute valid and binding agreements of Parent and Merger Sub, enforceable against each of them in accordance with its terms (except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally, or by principles governing the availability of equitable remedies). Other than in connection with or in compliance with the provisions of the CGCLDGCL, the Securities Act, the Exchange Act, the HSR Act, the Communications Act, any non-United States competition, antitrust and investments laws and the securities or blue sky laws of the various states and other jurisdictionsstates, and, other than the filing of this Agreement and a duly executed officers' certificate by each the Certificate of the Company and the Merger Sub with the California Delaware Secretary of State and any necessary state filings to maintain the good standing or qualification of the Surviving Corporation (collectively, the "Parent Required ApprovalsPARENT REQUIRED APPROVALS"), no authorization, consent or approval of, or filing with, any governmental body or authority is necessary on the part of Parent or Merger Sub for the consummation by Parent or Merger Sub of the transactions contemplated by this AgreementAgreement or the Ancillary Agreements, except for such authorizations, consents, approvals or filings, the failure to obtain or make which would not not, in the aggregate aggregate, have a Material Adverse Effect on Parent or Merger SubParent; provided that Parent makes no representation with respect to such of the foregoing as are required by reason or facts specifically pertaining to Company or any of its Subsidiaries. (b) The execution, delivery and performance of this Agreement by Parent and Merger Sub do not, and the consummation by Parent and Merger Sub of the Merger and regulatory status of the other transactions contemplated hereby will not, constitute or result in (i) a breach or violation of, or a default under, the charter or by laws of Parent and Merger Sub or the comparable governing instruments of any of Parent's Subsidiaries, (ii) a breach or violation of, or a default under, the acceleration of any obligations or the creation of a lien, pledge, security interest or other encumbrance on the assets of Parent or any of its Subsidiaries (with or without notice, lapse of time or both) pursuant to, any Contracts binding upon Parent Company or any of its Subsidiaries or facts specifically pertaining to any lawof them. Except for the Parent Required Approvals, ordinanceneither Parent nor Merger Sub is subject to or obligated under any charter, regulation, decree by-law or order of contract provision or any governmental body license, franchise or authority permit, or subject to any order or decree, which Parent would be breached or any of violated by its Subsidiaries is subject executing or governmental carrying out this Agreement or non-governmental permit or license to which Parent or any of its Subsidiaries is subject or (iii) any change in the rights or obligations of any party under any of the ContractsAncillary Agreements, except, in the case of clause (ii) or (iii) above, except for any breachbreaches or violations which would not, violation, default, acceleration, creation or change that, individually or in the aggregate, would not have a Material Adverse Effect on Parent or prevent, materially delay or materially impair the ability of Parent or Merger Sub to consummate the transactions contemplated by this AgreementParent.

CORPORATE AUTHORITY RELATIVE TO THIS AGREEMENT. No Violation. (a) Each of Parent and Merger Sub The Company has full the requisite corporate power and authority to enter into execute and deliver this Agreement and, subject to receipt adoption of Parent Shareholder Approval this Agreement by holders of at least a majority of the outstanding shares of Company Common Stock entitled to vote thereon (as defined in Section 5.3the “Company Stockholder Approval”), to carry out its obligations hereunderconsummate the transactions contemplated hereby, including the Teton Merger. The execution execution, delivery and delivery performance by the Company of this Agreement and the consummation of the transactions contemplated hereby hereby, including the Teton Merger, have been duly and validly authorized by the Boards of Directors of Parent and Merger Sub and by Parent as sole stockholder of Merger Sub Company Board and, except for Parent Shareholder Approvalthe Company Stockholder Approval and the filing of the Teton Certificate of Merger with the Secretary of State of the State of Delaware, no other corporate action or stockholder proceedings on the part of Parent the Company or Merger Sub are vote of the Company’s stockholders is necessary to authorize the execution and delivery by the Company of this Agreement or the consummation of the transactions contemplated hereby, including the Teton Merger. The Company Board has (a) determined that the transactions contemplated by this Agreement, including the issuance Teton Merger, are advisable, fair to and in the best interests of the Parent Common Stock Company and its stockholders, (b) approved the execution, delivery and performance of this Agreement and the other consummation of the transactions contemplated hereby, including the Teton Merger, (c) resolved to recommend that the holders of Company Common Stock adopt this Agreement (the “Company Recommendation”) and (d) directed that the adoption of this Agreement be submitted for consideration by the Company’s stockholders at a meeting thereof. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub the Company and, assuming this Agreement has been duly constitutes the legal, valid and validly executed binding agreement of Parent and delivered by the other parties hereto, and subject to the Parent Shareholder ApprovalTeton Merger Sub, this Agreement constitutes the legal, valid and binding agreements agreement of Parent the Company and Merger Sub, is enforceable against each of them the Company in accordance with its terms (terms, except insofar as enforceability such enforcement may be limited by subject to applicable bankruptcy, reorganization, fraudulent conveyance, insolvency, reorganization, moratorium or other similar laws Laws affecting creditors' creditor’s rights generally, or by principles governing generally and the availability of equitable remediesrelief(the “Enforceability Exceptions”). Other than in connection with or in compliance with the provisions of the CGCL, the Securities Act, the Exchange Act, the HSR Act, any non-United States competition, antitrust and investments laws and the securities or blue sky laws of the various states and other jurisdictions, and, other than the filing of this Agreement and a duly executed officers' certificate by each of the Company and the Merger Sub with the California Secretary of State and any necessary state filings to maintain the good standing or qualification of the Surviving Corporation (collectively, the "Parent Required Approvals"), no authorization, consent or approval of, or filing with, any governmental body or authority is necessary on the part of Parent or Merger Sub for the consummation by Parent or Merger Sub of the transactions contemplated by this Agreement, except for such authorizations, consents, approvals or filings, the failure to obtain or make which would not in the aggregate have a Material Adverse Effect on Parent or Merger Sub; provided that Parent makes no representation with respect to such of the foregoing as are required by reason or facts specifically pertaining to Company or any of its Subsidiaries. (b) The execution, delivery and performance of this Agreement by Parent and Merger Sub do not, and the consummation by Parent and Merger Sub of the Merger and the other transactions contemplated hereby will not, constitute or result in (i) a breach or violation of, or a default under, the charter or by laws of Parent and Merger Sub or the comparable governing instruments of any of Parent's Subsidiaries, (ii) a breach or violation of, or a default under, the acceleration of any obligations or the creation of a lien, pledge, security interest or other encumbrance on the assets of Parent or any of its Subsidiaries (with or without notice, lapse of time or both) pursuant to, any Contracts binding upon Parent or any of its Subsidiaries or any law, ordinance, regulation, decree or order of any governmental body or authority to which Parent or any of its Subsidiaries is subject or governmental or non-governmental permit or license to which Parent or any of its Subsidiaries is subject or (iii) any change in the rights or obligations of any party under any of the Contracts, except, in the case of clause (ii) or (iii) above, for any breach, violation, default, acceleration, creation or change that, individually or in the aggregate, would not have a Material Adverse Effect on Parent or prevent, materially delay or materially impair the ability of Parent or Merger Sub to consummate the transactions contemplated by this Agreement.

CORPORATE AUTHORITY RELATIVE TO THIS AGREEMENT. No Violation. (a) Each of Parent and Merger Sub The Company has full corporate power and authority to enter into this Agreement and, subject to receipt of Parent the Company Shareholder Approval (as defined in Section 5.3), to carry out its obligations hereunder. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Boards Board of Directors of Parent and Merger Sub and by Parent as sole stockholder of Merger Sub the Company and, except for Parent the Company Shareholder Approval, no other corporate or stockholder proceedings on the part of Parent or Merger Sub the Company are necessary to authorize this Agreement, the issuance of the Parent Common Stock Agreement and the other 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 shareholders and, subject to Section 5.10 hereof, to recommend to such shareholders that they vote in favor thereof. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub the Company and, assuming this Agreement has been duly and validly executed and delivered by the other parties hereto, hereto and subject to the Parent obtaining Company Shareholder Approval, this Agreement constitutes the valid and binding agreements agreement of Parent and Merger Subthe Company, enforceable against each of them the Company in accordance with its terms (except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally, or by principles governing the availability of equitable remedies). Other than in connection with or in compliance with the provisions of the CGCL, the Securities Act of 1933, as amended (the "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"), any non-United States competition, antitrust and investments investment laws and the securities or blue sky laws of the various states and other jurisdictions, and, other than the filing of this Agreement and a duly executed officers' certificate by each of the Company and the Merger Sub with the California Secretary of State and any necessary state filings to maintain the good standing or qualification of the Surviving Corporation (collectively, the "Parent Company Required Approvals"), no authorization, consent or approval of, or filing with, any governmental body or authority is necessary on the part of Parent or Merger Sub the Company for the consummation by Parent or Merger Sub the Company of the transactions contemplated by this Agreement, except for such authorizations, consents, approvals or filings, the failure to obtain or make which would not in the aggregate have a Material Adverse Effect on Parent or Merger Subthe Company; provided that Parent the Company makes no representation with respect to such of the foregoing as are required by reason or of facts specifically pertaining to Company Parent or any of its Subsidiaries. (b) The execution, delivery and performance of this Agreement by Parent and Merger Sub the Company do not, and the consummation by Parent and Merger Sub the Company of the Merger and the other transactions contemplated hereby will not, constitute or result in (i) a breach or violation of, or a default under, the charter Amended and Restated Articles of Incorporation or by laws of Parent and Merger Sub the Company or the comparable governing instruments of any of Parent's its Subsidiaries, (ii) a breach or violation of, or a default under, the acceleration of any obligations or the creation of a lien, pledge, security interest or other encumbrance on the assets of Parent the Company or any of its Subsidiaries (with or without notice, lapse of time or both) pursuant to, any Contracts agreement, lease, contract, note, mortgage, indenture, arrangement or other obligation ("Contracts") binding upon Parent the Company or any of its Subsidiaries or Subsidiaries, any law, ordinance, regulation, decree or order of any governmental body or authority to which Parent the Company or any of its Subsidiaries is subject or subject, any governmental or non-governmental permit or license to which Parent the Company or any of its Subsidiaries is subject or (iii) any change in the rights or obligations of any party under any of the Contracts, except, in the case of clause (ii) or (iii) above, for any breach, violation, default, acceleration, creation or change that, individually or in the aggregate, would not have a Material Adverse Effect on Parent the Company. The Company Disclosure Letter sets forth, a list of Contracts pursuant to which consents or prevent, materially delay waivers are or materially impair the ability may be required prior to consummation of Parent or Merger Sub to consummate the transactions contemplated by this Agreement, except for such consents or waivers the failure to obtain would not have in the aggregate a Material Adverse Effect on the Company.

CORPORATE AUTHORITY RELATIVE TO THIS AGREEMENT. No ViolationNO VIOLATION. (a) Each of Parent and Merger Sub The Company has full the requisite corporate power and authority to enter into this Agreement and, subject to receipt of Parent Shareholder the Company Stockholder Approval (as defined in Section 5.3hereinafter defined), to carry out its obligations hereunderconsummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Boards Board of Directors of Parent and Merger Sub and by Parent as sole stockholder the Company, acting upon the unanimous recommendation of Merger Sub the Special Committee, and, except for Parent Shareholder Approval(i) the Company Stockholder Approval and (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Connecticut, no other corporate or stockholder proceedings on the part of Parent or Merger Sub the Company are necessary to authorize this Agreement, the issuance consummation of the Parent Common Stock and the other transactions contemplated hereby. As of the date hereof, each of the Board of Directors of the Company (with 2 directors abstaining) and the Special Committee of the Board of Directors has unanimously resolved to recommend that the Company's stockholders approve this Agreement and the transactions contemplated hereby (including the Special Committee's recommendation, the "RECOMMENDATION"). This Agreement has been duly and validly executed and delivered by Parent and Merger Sub the Company and, assuming this Agreement has been duly and validly executed and delivered by the other parties hereto, and subject to the Parent Shareholder Approval, this Agreement constitutes the valid and binding agreements agreement of Parent and Merger Sub, constitutes the valid and binding agreement of the Company, enforceable against each of them the Company in accordance with its terms (except insofar as enforceability may be limited by applicable terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or similar laws affecting creditors' rights generally, general equitable principles (whether considered in a proceeding in equity or by principles governing the availability at Law) and any implied covenant of equitable remedies). good faith and fair dealing. (b) Other than in connection with or in compliance with (i) the provisions CBCA, (ii) the Securities Exchange Act of 1934 (the "EXCHANGE Act"), (iii) the Hart-Scott-Rodino Antitrust Imxxxxxxxxxx Xxx xx 0000 (xxx "XXX ACT"), (xx) Xxxxxxx Xegulation (EC) 139/2004 of the CGCLXxxxxxxx Xxxxxxxxx, xx xxxnded (the Securities Act"ECMR") and any other antitrust, the Exchange Act, the HSR Act, any non-United States competition, antitrust and investments laws and the securities competition or blue sky similar laws of any foreign jurisdiction and (v) the various states and other jurisdictions, and, other than the filing of this Agreement and a duly executed officers' certificate by each approvals set forth on Section 3.4(b) of the Company and the Merger Sub with the California Secretary of State and any necessary state filings to maintain the good standing or qualification of the Surviving Corporation Disclosure Letter (collectively, the "Parent Required ApprovalsCOMPANY APPROVALS"), no authorization, consent or approval of, or filing with, any United States or foreign governmental body or regulatory agency, commission, court, body, entity or authority (each, a "GOVERNMENTAL ENTITY") is necessary on the part of Parent or Merger Sub necessary, under applicable Law, for the consummation by Parent or Merger Sub the Company of the transactions contemplated by this Agreementhereby, except for such authorizations, consents, approvals or filingsfilings that, the failure to obtain if not obtained or make which made, would not have, individually or in the aggregate have aggregate, a Company Material Adverse Effect on Parent or Merger Sub; provided that Parent makes no representation with respect to such of the foregoing as are required by reason or facts specifically pertaining to Company or any of its SubsidiariesEffect. (bc) The execution, delivery and performance by the Company of this Agreement by Parent and Merger Sub do does not, and the consummation by Parent and Merger Sub of the Merger and the other transactions contemplated hereby and compliance with the provisions hereof by the Company will not, constitute or result in (i) a breach or result in any violation of, or a default under, the charter or by laws of Parent and Merger Sub or the comparable governing instruments of any of Parent's Subsidiaries, (ii) a breach or violation of, or a default under, the acceleration of any obligations or the creation of a lien, pledge, security interest or other encumbrance on the assets of Parent or any of its Subsidiaries (with or without notice, notice or lapse of time time, or both) pursuant tounder, require consent under, or give rise to a right of termination, cancellation or acceleration of any Contracts 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, Company Permit, concession, franchise, right or license binding upon Parent the Company or any of its Subsidiaries or any law, ordinance, regulation, decree or order result in the creation of any governmental body liens, claims, mortgages, encumbrances, pledges, security interests, equities or authority to which Parent charges of any kind (each, a "LIEN") upon any of the properties or assets of the Company or any of its Subsidiaries, (ii) conflict with or result in any violation of any provision of the certificate or articles of incorporation or by-laws or other equivalent organizational document of the Company or any of its Subsidiaries is subject or governmental (iii) assuming that the consents and approvals referred to in Section 3.4(b) are duly obtained, conflict with or non-governmental permit violate any applicable Laws or license orders applicable to which Parent the Company or any of its Subsidiaries is subject or (iii) any change in the rights or obligations of any party under any of the ContractsSubsidiaries, exceptother than, in the case of clause (ii) or (iii) abovei), for any breach, violation, default, acceleration, creation or change thatas would not have, individually or in the aggregate, would not have a Company Material Adverse Effect on Parent or prevent, materially delay or materially impair the ability of Parent or Merger Sub to consummate the transactions contemplated by this AgreementEffect.

CORPORATE AUTHORITY RELATIVE TO THIS AGREEMENT. No Violation. (a) Each of Parent and Merger Sub NO VIOLATION. The Company has full the corporate power and authority to enter into this Agreement and, subject to receipt of and the Parent Shareholder Approval (as defined in Section 5.3), Stockholders Voting Agreement and to carry out its obligations hereunderhereunder and thereunder. The execution and delivery of this Agreement and the Parent Stockholders Voting Agreement and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by the Boards Board of Directors of Parent and Merger Sub and by Parent as sole stockholder of Merger Sub the Company and, except for Parent Shareholder Approvalthe approval and adoption of the agreement of merger (as such term is used in Section 251 of the DGCL) contained in this Agreement and the approval of the Merger by the holders of a majority of the outstanding shares of Company Common Stock, no other corporate or stockholder proceedings on the part of Parent or Merger Sub the Company are necessary to authorize this Agreement, the issuance Parent Stockholders Agreement and the transactions contemplated hereby and thereby. The Board of Directors of the Parent Common Stock and Company has determined that the other transactions contemplated herebyby 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 and the Parent Stockholders Agreement have been duly and validly executed and delivered by Parent and Merger Sub the Company and, assuming this Agreement has and the Parent Stockholders Agreement have been duly and validly executed and delivered by the other parties heretohereto and thereto, and subject to the Parent Shareholder Approval, Company Stockholder Approval (as defined in Section 5.3 hereof) this Agreement constitutes and the Parent Stockholders Agreement constitute valid and binding agreements of Parent and Merger Subthe Company, enforceable against each of them the Company in accordance with its terms (except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally, or by principles governing the availability of equitable remedies). Other than in connection with or in compliance with the provisions of the CGCLDGCL, the Securities Act, the Securities Exchange ActAct of 1934, as amended (the "EXCHANGE ACT"), the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ActACT"), applicable approvals of the Federal Communications Commission (the "FCC") pursuant to the Communications Act of 1934, as amended, and any regulations promulgated thereunder (the "COMMUNICATIONS ACT"), any non-United States competition, antitrust and investments investment laws and the securities or blue sky laws of the various states and other jurisdictionsstates, and, other than the filing of this Agreement and a duly executed officers' certificate by each the Certificate of the Company and the Merger Sub with the California Delaware Secretary of State and any necessary state filings to maintain the good standing or qualification of the Surviving Corporation (collectively, the "Parent Required ApprovalsCOMPANY REQUIRED APPROVALS"), no authorization, consent or approval of, or filing with, any governmental body or authority is necessary on the part of Parent or Merger Sub for the consummation by Parent or Merger Sub the Company of the transactions contemplated by this Agreement or the Parent Stockholder Voting Agreement, except for such authorizations, consents, approvals or filings, the failure to obtain or make which would not not, in the aggregate aggregate, have a Material Adverse Effect on Parent or Merger Subthe Company ; provided that Parent the Company makes no representation with respect to such of the foregoing as are required by reason or facts specifically pertaining to Company or any of its Subsidiaries. (b) The execution, delivery and performance of this Agreement by Parent and Merger Sub do not, and the consummation by Parent and Merger Sub of the Merger and the other transactions contemplated hereby will not, constitute or result in (i) a breach or violation of, or a default under, the charter or by laws of Parent and Merger Sub or the comparable governing instruments of any of Parent's Subsidiaries, (ii) a breach or violation of, or a default under, the acceleration of any obligations or the creation of a lien, pledge, security interest or other encumbrance on the assets regulatory status of Parent or any of its Subsidiaries (with or without noticefacts specifically pertaining to any of them. Except for the Company Required Approvals, lapse of time the Company is not subject to or both) pursuant toobligated under any charter, any Contracts binding upon Parent 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 executing or, subject to the approval of its Subsidiaries stockholders, carrying out this Agreement or any lawthe Parent Stockholder Voting Agreement, ordinance, regulation, decree or order of any governmental body or authority to which Parent or any of its Subsidiaries is subject or governmental or non-governmental permit or license to which Parent or any of its Subsidiaries is subject or (iii) any change in the rights or obligations of any party under any of the Contracts, except, in the case of clause (ii) or (iii) above, except for any breachbreaches or violations which would not, violation, default, acceleration, creation or change that, individually or in the aggregate, would not have a Material Adverse Effect on Parent or prevent, materially delay or materially impair the ability of Parent or Merger Sub to consummate the transactions contemplated by this AgreementCompany.

CORPORATE AUTHORITY RELATIVE TO THIS AGREEMENT. No ViolationNO VIOLATION. (a) Each of Parent and Merger Sub has full all requisite corporate power and authority to enter into this Agreement andand to consummate the transactions contemplated hereby, subject to receipt of Parent Shareholder Approval (as defined in Section 5.3), to carry out its obligations hereunderincluding the Merger and the Financing. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby hereby, including the Financing, have been duly and validly authorized by the Boards of Directors of Parent and Merger Sub and (and, with respect to Merger Sub, by Parent its sole shareholder, such consent attached hereto as sole stockholder of Merger Sub Exhibit B) and, except for Parent Shareholder Approvalthe filing of the Articles of Merger with the Registrar, no other corporate or stockholder proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement, Agreement or the issuance consummation of the Parent Common Stock and the other transactions contemplated hereby, including the Financing. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and, assuming this Agreement has been duly constitutes the valid and validly executed and delivered by binding agreements of the other parties hereto, and subject to the Parent Shareholder ApprovalCompany, this Agreement constitutes the valid and binding agreements of Parent and Merger Sub, enforceable against each of them Parent and Merger Sub in accordance with its terms their terms. (except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally, or by principles governing the availability of equitable remedies). b) Other than in connection with or in compliance with (i) the provisions of the CGCL, the Securities BC Act, (ii) the Exchange Act, (iii) the HSR Act, any non-United States competition, antitrust (iv) the ECMR and investments laws and (v) the securities or blue sky laws approvals set forth on Section 4.2 of the various states and other jurisdictions, and, other than the filing of this Agreement and a duly executed officers' certificate by each of the Company and the Merger Sub with the California Secretary of State and any necessary state filings to maintain the good standing or qualification of the Surviving Corporation Parent Disclosure Schedule (collectively, the "Parent Required ApprovalsPARENT APPROVALS"), no authorization, consent consent, clearance or approval of, or filing or notification with, any governmental body or authority Governmental Entity is necessary on the part of Parent or Merger Sub for the consummation by Parent or Merger Sub of the transactions contemplated by this Agreement, including the Financing, except for such authorizations, consents, approvals or filings, the failure to obtain that, if not obtained or make which made, would not reasonably be expected to have, individually or in the aggregate have aggregate, a Parent Material Adverse Effect on Parent or Merger Sub; provided that Parent makes no representation with respect to such of the foregoing as are required by reason or facts specifically pertaining to Company or any of its SubsidiariesEffect. (bc) The execution, execution and delivery and performance of this Agreement by Parent and Merger Sub do not, and the consummation by Parent and Merger Sub of the Merger this Agreement does not, and the other consummation of the transactions contemplated hereby hereby, including the Financing, and compliance with the provisions hereof will not, constitute or result in not (i) a breach or result in any violation of, or a default (with or without notice or lapse of time, or both) under, the charter or by laws give rise to a right of Parent and Merger Sub termination, cancellation or the comparable governing instruments of any of Parent's Subsidiaries, (ii) a breach or violation of, or a default under, the acceleration of any obligations 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 a lien, pledge, security interest any Lien upon any of the properties or other encumbrance on the assets of Parent or any of its Subsidiaries Subsidiaries, (ii) conflict with or without noticeresult in any violation of any provision of the certificate of incorporation or by-laws or other equivalent organizational document, lapse in each case as amended, of time or both) pursuant to, any Contracts binding upon Parent or any of its Subsidiaries or (iii) conflict with or violate any lawLaws applicable to Parent, ordinance, regulation, decree or order of any governmental body or authority to which Parent or any of its Subsidiaries is subject or governmental or non-governmental permit or license to which Parent or any of its Subsidiaries is subject their respective properties or (iii) assets or any change Order applicable to Parent or Merger Sub in the rights or obligations of any party under any existence as of the Contractsdate hereof, exceptother than, in the case of clause clauses (iii) or and (iii) above), for any breachsuch violation, violationconflict, default, termination, cancellation, acceleration, creation Lien or change thatother 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 to have, individually or in the aggregate, would not have a Parent Material Adverse Effect on Parent or prevent, materially delay or materially impair the ability of Parent or Merger Sub to consummate the transactions contemplated by this AgreementEffect.

CORPORATE AUTHORITY RELATIVE TO THIS AGREEMENT. No Violation. (a) NO VIOLATION; NO CONFLICT. Each of Parent Discount and Merger Sub has full the corporate power and authority necessary to enter into this Agreement and, subject to receipt of Parent Shareholder Approval (as defined in Section 5.3), and to carry out its obligations hereunder. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Boards of Directors of Parent Discount and Merger Sub and by Parent as sole stockholder of Merger Sub and, except for Parent Shareholder Approval, no other corporate or stockholder proceedings on the part of Parent Discount or Merger Sub are necessary to authorize this Agreement, 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 Parent shares of Discount Common Stock and in the other transactions contemplated herebyMerger. This Agreement has been duly and validly executed and delivered by Parent Discount and Merger Sub and, assuming this Agreement has been duly constitutes a valid and validly executed and delivered by binding Agreement of the other parties hereto, and subject to the Parent Shareholder Approval, this Agreement constitutes the a valid and binding agreements agreement of Parent Discount and Merger Sub, enforceable against each of them in accordance with its terms (except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar other laws affecting creditors' rights generally, or by principles governing the availability of equitable remedies). Other than in connection with or in compliance with the provisions of the CGCLDGCL, the Florida Business Corporation Act, the Securities Act, the Exchange Act, the HSR Act, any non-United States competition, antitrust and investments laws and the securities or blue sky laws of the various states and other jurisdictions, and, other than the filing of this Agreement and a duly executed officers' certificate by each of the Company and the Merger Sub with the California Secretary of State and any necessary state filings to maintain the good standing or qualification of the Surviving Corporation (collectively, the "Parent Discount Required Approvals"), no authorization, consent or approval of, or filing by Discount or Sub with, any governmental body or authority or other person is necessary on for the part execution and delivery of Parent this Agreement or Merger Sub for the consummation by Parent Discount or Merger Sub of the transactions contemplated by this Agreement, Agreement except for such authorizations, consents, approvals or filings, 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 or approvals or make which would such filing is not in the aggregate reasonably likely to have a Material Adverse Effect on Parent or Merger Sub; provided that Parent makes no representation with respect to such Discount. Except as disclosed in Discount's Disclosure Letter, neither the execution and delivery of this Agreement by Discount and Sub nor the consummation by Discount and Sub of the foregoing as are required transactions contemplated by reason this Agreement will (a) result in a breach or facts specifically pertaining 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 Company terminate, accelerate or modify, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Discount or Sub or any 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 which Discount or Sub or any of its 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, (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. (b) The execution, delivery and performance of this Agreement by Parent and Merger Sub do not, and the consummation by Parent and Merger Sub of the Merger and the other transactions contemplated hereby will not, constitute or result in (i) a breach or violation of, or a default undertheir respective assets, the charter or by laws of Parent and Merger Sub or the comparable governing instruments of any of Parent's Subsidiaries, (ii) a breach or violation ofare subject, or a default under(e) give any governmental body the right to revoke, the acceleration of withdraw, suspend, cancel, terminate or modify any obligations or the creation of a lien, pledge, security interest or other encumbrance on the assets of Parent governmental authorization held by Discount or any of its Subsidiaries (with or without noticeSubsidiaries, lapse of time or both) pursuant to, any Contracts binding upon Parent or any of its Subsidiaries or any law, ordinance, regulation, decree or order of any governmental body or authority to which Parent or any of its Subsidiaries is subject or governmental or non-governmental permit or license to which Parent or any of its Subsidiaries is subject or (iii) any change in the rights or obligations of any party under any of the Contracts, except, except in the case of clause matters covered by (iia), (b), (c), (d) or (iiie) above, for any breach, violation, default, acceleration, creation or change thatthat are not, individually or in the aggregate, would not reasonably likely to have a Material Adverse Effect on Parent or prevent, materially delay or materially impair the ability of Parent or Merger Sub to consummate the transactions contemplated by this AgreementDiscount.

CORPORATE AUTHORITY RELATIVE TO THIS AGREEMENT. No ViolationNO VIOLATION. (a1) Each of Parent and Merger Sub The Company has full the corporate power and authority to enter into this Agreement and, subject to receipt of Parent Shareholder Approval (as defined in Section 5.3), and to carry out its obligations hereunder. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Boards Board of Directors of Parent and Merger Sub and by Parent as sole stockholder of Merger Sub the Company and, except for Parent obtaining the Company Shareholder ApprovalApproval and the filing of the Connecticut Certificate of Merger, no other corporate or stockholder proceedings on the part of Parent or Merger Sub the Company are necessary to authorize this Agreement, the issuance consummation of the Parent Common Stock 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 or to the Bidder by virtue of either the Company's or the Bidder's entering into this Agreement or consummating the transactions contemplated hereby. The Board of Directors of Life Technologies has taken all appropriate action so that Section 203 of the DGCL, with respect to Life Technologies, will not be applicable to the Bidder for any purpose. This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes a valid and binding agreement of the Bidder, constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms. (2) The Bidder has the corporate power and authority to enter into this Agreement and to carry out its obligations hereunder. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors of the Bidder, and other than the Bidder Shareholder Approval and the filing of the Connecticut Certificate of Merger and the Delaware Certificate of Merger no other corporate proceedings on the part of the Bidder are necessary to authorize the consummation of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub the Bidder and, assuming this Agreement has been duly and validly executed and delivered by the other parties hereto, and subject to the Parent Shareholder Approval, this Agreement constitutes the a valid and binding agreements agreement of Parent the Company, constitutes a valid and Merger Subbinding agreement of each of the Bidder, enforceable against each of them the Bidder in accordance with its terms terms. (except insofar 3) Except for the filings, permits, authorizations, consents and approvals set forth in Section 3.4(c) of the Representing Party's Disclosure Schedule or as enforceability may be limited by required under, and other applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally, or by principles governing the availability of equitable remedies). Other than in connection with or in compliance with the provisions of the CGCLrequirements of, the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "Securities Act") (in the case of the Bidder only), the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the "Exchange Act"), the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), any non-United States competition, antitrust and investments laws and the state securities or blue sky laws and the rules and regulations of the various states New York Stock Exchange (the "NYSE") (in the case of the Company only), state securities or blue sky laws and other jurisdictionsthe rules and regulations of the Nasdaq National Market (in the case of the Bidder), andor the anti-competition laws or regulations of the European Union or any foreign jurisdiction in which the Company or the Bidder (directly or through Subsidiaries, other than in each case) has material assets or conducts material operations, and the filing of the Certificates of Merger under the DGCL and the CBCA, none of the execution, delivery or performance of this Agreement and a duly executed officers' certificate by each the Representing Party, the consummation by the Representing Party of the Company and transactions contemplated hereby or compliance by the Merger Sub Representing Party with the California Secretary of State and any necessary state filings to maintain the good standing or qualification of the Surviving Corporation provisions hereof will (collectivelyi) conflict with or result in any breach of any provision of the certificate of incorporation, bylaws or similar organizational documents of the "Parent Required Approvals")Representing Party or any of its Subsidiaries, no (ii) require any filing with, or permit, authorization, consent or approval of, any federal, regional, state or filing withlocal court, any arbitrator, tribunal, administrative agency or commission or other governmental body or other regulatory authority is necessary on the part of Parent or Merger Sub for the consummation by Parent agency, whether U.S. or Merger Sub of the transactions contemplated by this Agreementforeign (a "Governmental Entity"), except for such authorizations, consents, approvals or filings, the failure to obtain or make which would not in the aggregate have a Material Adverse Effect on Parent or Merger Sub; provided that Parent makes no representation with respect to such of the foregoing as are required by reason or facts specifically pertaining to Company or any of its Subsidiaries. (biii) The execution, delivery and performance of this Agreement by Parent and Merger Sub do not, and the consummation by Parent and Merger Sub of the Merger and the other transactions contemplated hereby will not, constitute or result in (i) a violation or breach or violation of, or a default under, the charter or by laws of Parent and Merger Sub or the comparable governing instruments of any of Parent's Subsidiaries, (ii) a breach or violation of, or a default under, the acceleration of any obligations or the creation of a lien, pledge, security interest or other encumbrance on the assets of Parent or any of its Subsidiaries constitute (with or without notice, due notice or lapse of time or both) pursuant toa default (or give rise to any right of termination, amendment, cancellation or acceleration) under, any Contracts binding upon Parent of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which the Representing Party 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 Representing Party, any of its Subsidiaries or any lawof their properties or assets, ordinanceexcluding from the foregoing clauses (ii), regulation, decree or order of any governmental body or authority to which Parent or any of its Subsidiaries is subject or governmental or non-governmental permit or license to which Parent or any of its Subsidiaries is subject or (iii) any change in the rights and (iv) such filings, permits, authorizations, consents, approvals, violations, breaches or obligations of any party under any of the Contracts, except, in the case of clause (ii) or (iii) above, for any breach, violation, default, acceleration, creation or change thatdefaults which are not, individually or in the aggregate, would not reasonably likely to have a Material Adverse Effect on Parent the Representing Party or prevent, materially prevent or substantially delay or materially impair the ability consummation of Parent or Merger Sub to consummate the transactions contemplated by this Agreementhereby.

CORPORATE AUTHORITY RELATIVE TO THIS AGREEMENT. No ViolationNO VIOLATION; APPROVALS. (a) Each of Parent and Merger Sub The Company has full corporate power and authority to enter into this Agreement and, subject to receipt of Parent Shareholder Approval (as defined in Section 5.3), and to carry out its obligations hereunderhereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Boards Board of Directors of Parent and Merger Sub and by Parent as sole stockholder of Merger Sub the Company and, except for Parent Shareholder Approvalthe approval and adoption of this Agreement by the Company Stockholders, no other corporate or stockholder proceedings on the part of Parent or Merger Sub the Company are necessary to authorize this Agreement, Agreement or to consummate the issuance of the Parent Common Stock and the other transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub the Company and, assuming this Agreement has been duly constitutes a valid and validly executed and delivered by binding agreement of the other parties hereto, and subject to the Parent Shareholder Approval, this Agreement constitutes the a valid and binding agreements agreement of Parent and Merger Subthe Company, enforceable against each of them the Company in accordance with its terms terms. (except insofar as enforceability may be limited 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 bankruptcy, insolvency, reorganization, moratorium to the Company or similar laws affecting creditors' rights generallyany 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 principles governing the availability Company. The Company has provided copies of equitable remediesall 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 in connection with or in compliance with the provisions of the CGCLDGCL, the Securities 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 investments laws investment Laws and the securities or blue sky laws Laws of the various states states, the rules of the NYSE, and other jurisdictionsthan any necessary approvals of the government of the United States, andthe United Kingdom, other than the filing of this Agreement and a duly executed officers' certificate by each China, India or any agencies, departments or instrumentalities thereof, which approvals are set forth on Section 3.3(c) of the Company and the Merger Sub with the California Secretary of State and any necessary state filings to maintain the good standing or qualification of the Surviving Corporation Disclosure Schedule (collectively, the "Parent Company Required Approvals"), no authorization, consent or approval of, or filing withwith or notification of, any governmental foreign or domestic governmental, administrative, judicial or regulatory body or authority (a "Governmental Entity") or of or with any third party is necessary on the part of Parent or Merger Sub for the consummation by Parent or Merger Sub the Company of the transactions contemplated by this Agreement, except for such authorizations, consents, approvals approvals, filings or filingsnotifications, the failure to obtain or make which that would not in the aggregate have a Material Adverse Effect on Parent or Merger Sub; provided that Parent makes no representation with respect to such of the foregoing as are required by reason or facts specifically pertaining to Company or any of its Subsidiaries. (b) The execution, delivery and performance of this Agreement by Parent and Merger Sub do not, and the consummation by Parent and Merger Sub of the Merger and the other transactions contemplated hereby will not, constitute or result in (i) a breach or violation of, or a default under, the charter or by laws of Parent and Merger Sub or the comparable governing instruments of any of Parent's Subsidiaries, (ii) a breach or violation of, or a default under, the acceleration of any obligations or the creation of a lien, pledge, security interest or other encumbrance on the assets of Parent or any of its Subsidiaries (with or without notice, lapse of time or both) pursuant to, any Contracts binding upon Parent or any of its Subsidiaries or any law, ordinance, regulation, decree or order of any governmental body or authority to which Parent or any of its Subsidiaries is subject or governmental or non-governmental permit or license to which Parent or any of its Subsidiaries is subject or (iii) any change in the rights or obligations of any party under any of the Contracts, except, in the case of clause (ii) or (iii) above, for any breach, violation, default, acceleration, creation or change that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Parent the Company or prevent, materially substantially impair or delay or materially impair the ability consummation of Parent or Merger Sub to consummate the transactions contemplated by this Agreement.hereby. 3.4